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REXON Annual Report 2024

May 23, 2025

51841_rns_2025-05-23_c1852b45-2459-4120-8b3a-26d318c9c9f8.pdf

Annual Report

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Stock Code: 1515 Annual Report inquiry website: http://mops.twse.com.tw Company: http //www.rexon.net

Rexon Industrial Corp., Ltd. 2024 Annual Report

Integrity Stability Growth

==> picture [157 x 45] intentionally omitted <==

Printed on April 2, 2025

I. Spokesperson and Deputy Spokesperson of the Company:

Spokesperson: Tank Chuang Title: Vice President Tel.: (04)2491-4141 Ext. 6711 Email: [email protected] Deputy Spokesperson: Hsu Sen-Yuan Title: Director Tel.: (04)2491-4141 Ext. 6777 Email: [email protected]

II. Address and Telephone Number of the Head Office, Branch and Factory

Address of head office: No. 261, Renhua Rd., Dali Dist., Taichung City Tel.: (04)24914141

Branch: None Address of factory: No. 261, Renhua Rd., Dali Dist., Taichung City Tel.: (04)24914141

III. Stock Transfer Agency:

Name: Transfer Agency Department, CTBC Bank Co., Ltd. Address: 5F., No. 83, Sec. 1, Chongqing S. Rd., ZhongzhengDist., Taipei City 100 Website: https://www.ctbcbank.com

Tel.: (02) 6636-5566

IV. CPAs for the Financial Reports in the Most Recent Year

Name of CPA: Chen Cheng-Hsueh, Chang Tzu-Hsin Name of CPA firm: KPMG Taiwan Address: 68F., No. 7, Sec. 5, Xinyi Rd., Taipei City 11049 (Taipei 101) Website: http://www.kpmg.com.tw/ Tel.: (02) 8101-6666

V. Names of the Exchanges Where Our Securities Are Traded Offshore, and the Methods with Which the Information of the Offshore Securities Is Accessed: None

VI. Company Website:

Company: http://www.rexon.net

Table of Contents

One. 2024 Business and Financial Reports of the Company .............................................................................. 1
Two. Corporate Governance Report .......................................................................................................................... 3
I. Information on directors, supervisors, President, Vice President, Director,
and department and branch heads ........................................................................... 3
II. Remuneration to directors, supervisors, President and Vice President in the
most recent year ............................................................................................................. 12
III. Status of corporate governance ................................................................................ 16
IV. Information on CPA professional fees ..................................................................... 47
V. Information on change of CPAs ................................................................................. 47
VI. CPA firm or its affiliates at which the Company’s President, General
Manager, or managerial officers responsible for financial or accounting
matters ever served as an employee in the most recent year ........................ 48
VII. Details of equity transferred or pledged by directors, supervisors,
managerial officers, or shareholders with more than 10% ownership
interest in the most recent year up to the publication date of the annual
report. Where the counterpart involved in the transfer or pledge of equity
is a related party, the name of such counterpart, his/her relations with the
Company, directors, supervisors, managerial officers, or shareholders with
more than 10% ownership interest, and the number of shares acquired or
pledged must be disclosed. ........................................................................................ 49
VIII. Relationship information, if any one of the 10 largest shareholders is a
related party, or is the spouse or a relative within the second degree of
kinship with another shareholder: ............................................................................ 49
IX. The total number of shares and total equity stake held in the same investee
by the Company, its directors and supervisors, managerial officers, and any
companies controlled either directly or indirectly by the Company ............ 50
Three. Offering of Securities ....................................................................................................................................... 51
I. Capital and share ............................................................................................................ 51
II. Issuance of corporate bonds ...................................................................................... 54
III. Issuance of preferred shares ....................................................................................... 54
IV. Issuance of overseas depositary receipts............................................................... 55
V. Employee share subscription warrants ................................................................... 55
VI. Issuance of new shares in connection with mergers or acquisitions or with
acquisitions of shares of other companies ............................................................ 55
VII. Implementation of the Company’s capital utilization plans ........................ 56
Four. Operational Overview ........................................................................................................................................ 58
I. Business contents ........................................................................................................... 58
II. Overview of market and production/sales ............................................................ 64
III. Employees ......................................................................................................................... 72
IV. Information on environmental protection expenses ......................................... 72
V. Labor-management relationship .............................................................................. 74
VI. Cyber security management....................................................................................... 80
VII. Important contracts: ...................................................................................................... 82
Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment .. 83
I. Financial status ................................................................................................................ 83
II. Financial performance .................................................................................................. 84
III. Cash flow ................................................................................................................................... 84
VI. The Impact of major capital expenditures in the most recent year on finance
and business ..................................................................................................................... 85
V. The reinvestment policy for the most recent year, the main reasons for the
profit/loss generated thereby, the improvement plan, and the investment
plan for the coming year .............................................................................................. 85
VI. Risk management and assessment .......................................................................... 85
VII. Other important matters.............................................................................................. 87
Six. Special Items ............................................................................................................................................................ 88
I. Information on affiliated companies ....................................................................... 88
II. Private placement of securities in the most recent year up to the publication
date of the annual report ............................................................................................. 90
III. Other necessary supplementary explanations .................................................... 90

One. Letter to Shareholders

One. 2024 Business and Financial Reports of the Company

Dear shareholders,

The war, geopolitics, U.S. economic recession, Rate cuts and the U.S. election and other factors in 2024 resulted in weak demand, high stock quantity and decreased demand. Despite the challenging business environment, we operated prudently and steadily and persisted in the core value of our fundamental business by manifesting our competitive advantages and operating our business firmly.

  • I. Business results in 2024

  • (I). Implementation status of the business plan The consolidated operating revenue in 2024 was NT$6,099,286 thousand with a decrease of NT$609,175 thousand (9.08%) in comparison with the amount of NT$6,708,461 thousand in 2023. The consolidated net profit after tax in 2024 was NT$319,012 thousand with earnings per share of about NT$1.76.

  • (II). Implementation status of budgets

Since we did not make 2024 publication of financial forecasts, no budget implementation status needs to be disclosed.

  • (III). Analysis of financial expenditure and profitability

Item

2023
2024
Financial
structure(%)
Debt to assets ratio % 58.51
46.18
Solvency (%) Current ratio % 99.98
109.15
Quick ratio % 85.08
93.29
Profitability (%) Return on assets(%) 3.97
4.06
Return on equity (%) 8.48
8.18
Earnings per share (NTD)
(currentperiod)
1.70
1.76

(IV) R&D status

As for machine tools, we continued to innovate and used patents to provide products that exceeded the customer’s expectations. The diversification of the product mix was achieved through the model of brand and retailer strategy alliances and the interactions among places of origin. As for fitness devices, we accelerated the development of new products and increased the items to meet the quick-changing and multiple demands of the customers. We grew together with them and pursued high quality to their satisfaction. As for new business, we used our core technologies in line with the market trend and grasped the opportunity to develop product areas for our new business.

  • II. Summary of the 2025 Business plan

  • (I) Operating guidelines and important policies

  • 1 -

One. Letter to Shareholders

  1. Create the best benefit for related parties with sustainable operations as the goal.

  2. Provide premium products and services for brand customers with our leading electromechanical technique.

  3. Uphold the philosophy of getting to the bottom of matters and continual improvement to achieve lean manufacturing and management.

(II) Business expectations and critical production/marketing policies

The global economy and market supply and demand will remain uncertain in 2025. The management team of the Company will uphold our corporate culture of “Integrity, Stability and Growth” and create competitive differentiation with total lean management and technical innovation to meet the requirements of the customer, create a win-win relationship with our partners, and achieve the optimal growth and sustainable development of the Company.

(III) Our development strategies will be affected by the external competitive environment, regulatory environment and overall business environment.

With the inherited attitude of “More Than Better”, the leading electromechanical integration technique, and the vision to provide brand customers with total services, we will be dedicated to the core competitive advantages of “leading technique”, “excellent manufacturing”, “quality first” and “customer trust” to provide services that meet the requirements of the customers and achieve the goals of growth in both revenue and profit. With the spirit of “More than Better” and “Continuous Improvement”, the management team and outstanding employees will create and consolidate our leading position and enhance the differentiation against our competitors to achieve the optimal growth and sustainable development of the Company, overcome the challenges in the external competitive environment, regulatory environment and overall business environment, and understand and control all the operational risks.

Finally, we sincerely extend our appreciation to all of our shareholders for your support. Please don’t hesitate to give encourage and comments to our management team in the future.

May we wish you all

Good Health and Good Luck

President:Wang Kuan-Hsiang General Manager:Lo Cheng-Chou Accounting Manager: He Hsiu-Yua

  • 2 -

Two. Corporate Governance Report

Two. Corporate Governance Report

I. Information on directors, supervisors, President, Vice President, Director, and department and branch heads

(I). Information on directors and supervisors

  1. Information on directors and supervisors (I)
March24, 2025 March24, 2025 March24, 2025 March24, 2025
Nation
ality or
Shares hel d when elected Current sh areholdin Current s hares held by Shares held in the names of Other m
super
anagers, d
visors in a
irectors or
spousal
Rem
Title place
of
registr
ation
Name Gender
Age
Date elected
(appointed)
Term of
office
Date first
elected
g spouse or minor children o thers Education and experience Concurrent posts in the Company
and other companies
relationshi
de
p or withi
gree of kin
n the second
ship
arks
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Title Name Relationship
President R.O.C. Wang Kuan-
Hsiang
Male
41-50
2023.05.30
3 years

2002.06.26


3,750,178


2.07%


1,950,178


1.07%

0


0.00%

7,364,345


4.06%
Master, National Chung Hsing University
Rexon Industrial Corp., Ltd., General Manager
Rexon Industrial Corp., Ltd.,Chairman
Power Tool Specialists Inc.(PTS), President
Gold Tech Group Ltd. , Director
Tongxiang Rexon Industrial Co., Ltd. , Director
TAISIC Materials Corp. , Independent Director
Director Wang
Kuan-
Chuan
brother and
sister
None
Director R.O.C. Kun Forever
Co.,Ltd.
N/A 2023.05.30
2 years

2021.08.26
20,196,000
11.13%

26,369,472

14.53%
0
0.00%
0
0.00%
Representative:
Wang Kuan-
Chuan
Female
41-50
2023.05.30
2 years

2023.05.30
2,373,674
1.31%
1,718,643
0.95%
3,109,782
1.71%
Department of Public Finance, Feng Chia University
Master of Money banking and Finance, Middlesex University
Rexon Industrial Corp., Ltd., Special Assistant
Power Tool Specialists Inc., Director
Rexon Industrial Corp., Ltd., Sales Department,
Account Manager
KPMG Taiwan, Assistant Officer
President Wang
Kuan-
Hsiang
brother and
sister
None
Director R.O.C. Huang Chin-
Hsiang
Male
51-60
2023.05.30
3 years

2017.06.13

852,094

0.47%

800,094

0.44%
70,000
0.04%
0
0.00%
Shu De Institute of Technology
Rexon Industrial Corp., Ltd., Vice President
Tongxiang Rexon Industrial Co., Ltd,Chairman
Rexon Industrial Corp., Ltd., Vice President
Gold Tech Group Ltd., Director
Fine Clear Co., Ltd., Directo
None None None None
Director R.O.C. Kuo Pu-Chao Male
41-50
2023.05.30
3 years

2017.06.13

10,000

0.01%

170,000

0.09%
6,000
0.00%
0
0.00%
Master of Business Administration, Durham University, UK
Rexon Industrial Corp., Ltd., Vice President
Rexon Industrial Corp., Ltd., Vice President
Rexon Technology Corp., Ltd., Director
Hongqiao Investment Co., Ltd., Director
None None None None
Director R.O.C. Chen Chun-Wei Male
41-50
2023.05.30
3 years

2023.05.30

592,350

0.33%

592,350

0.33%
302,943
0.17%
0
0.00%
Master, Department of Electrical Engineering, Tatung
University
Tongxiang Rexon Industrial Co., Ltd., Electrical Department,
Manager
Rexon Technology Corp., Ltd.,ChairmanRexon
Technology Corp., Ltd., Special Assistant
Rexon Technology Corp., Ltd., Director
Gold Tech Group Ltd., Director
Fine Clear Co., Ltd., Supervisor
None None None None
Director R.O.C. Yang Ching-
Chi
Male
51-60
2023.05.30
3 years

2023.05.30

0

0.00%
0
0.00%
0
0.00%
0
0.00%
BS in Business Administration ,California State
University,Fullerton,
Sunspring Metal Corporation,CEO, Chairman
Baoxin Metal (Zhaoqing) Industrial Ltd.,
Executive Director
Sunspring Metal (Zhuhai) Ltd., Executive
Director
Heyi Investment Co., Ltd., Chairman
Sunspring Automation Corporation, Chairman
Sunspring Holding Corp., Director
Sunspring America Inc., Director
TAISIC Materials Corp., Independent Director
None None None None
  • 3 -

Two. Corporate Governance Report

Nation
ality or
Shares hel d when elected Current s areholdin Current s hares held by Shares held in the names of Other m
super
anagers, d
visors in a
irectors or
spousal
Rem
Title place
of
registr
ation
Name Gender
Age
Date elected
(appointed)
Term of
office
Date first
elected
g spouse or minor children o thers Education and experience Concurrent posts in the Company
and other companies
relationsh
de
ip or withi
gree of kin
n the second
ship
arks
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Title Name Relationship
Independent
director
R.O.C. Lee Cherng Male
61-70
2023.05.30
3 years

2020.06.18


0


0.00%

0


0.00%

0


0.00%

0


0.00%
Associate Professor, Department of Law, Tunghai University
Lawyer, Federal and State of New York, USA
Adjunct EMBA Associate Professor, Tunghai University
Topkey Corporation, Independent Director
Nova Technology Corp., Independent Director
Horien Biochemical Technology Co.,
Ltd.Independent Director
None None None None
Independent
director
R.O.C. Wu Chwan-
Chyuan
Male
61-70
2023.05.30
3 years

2020.06.18

0

0.00%
0
0.00%
0
0.00%
0
0.00%
Department and Graduate Institute of Accounting, University of
Oklahoma, USA
KPMG Taiwan, CPA
Taiwan Steel Union Co., Ltd., Independent
Director
None None None None
Independent
director
R.O.C. Chen Li-Tsung Male
41-50
2023.05.30
3 years

2023.05.30

0

0.00%
0
0.00%
0
0.00%
0
0.00%
Ph.D. of organizational behavior, The Hong Kong Polytechnic
University
Department of Economics, National Taiwan University
Diamond Group, CEO
Diamond Group, CEO
Intumit Inc. Co-founder, Director
Taishin Dreamers, Executive Director
Dreamers Academy, Chairman
National Taiwan University, Adjunct Assistant
Professor, College of Management
None None None None

Note 1: If the President and General manager, or any other equivalents (senior management), are the same person, or spouse or relative within first degree of kinship with each other, the information about the reason, reasonableness, necessity and corresponding measures (e.g. increasing the number of independent directors, and having a majority of directors that do not work as employees or managers of the Company, etc.) shall be provided: None.

  • 4 -

Two. Corporate Governance Report

Table1:Majorshareholders ofcorporate shareholders: March 24,2025 Table1:Majorshareholders ofcorporate shareholders: March 24,2025
Name of corporate shareholder (Note 1) Major shareholders of corporate shareholders (Note 2)
Kun Forever Co., Ltd. Chen, Li-Mei (43.22%), Wang Kuan-Hsiang (7.42%), Wang Kuan-Chuan (12.37%), Wang
Yu-Chen (3.33%), Wang Yu-Hsi (3.33%), Lin Lu-Cheng (3.33%), Lin Lu-Yen (3.33%); the
management institution in the Republic of China is National Property Administration of the
Ministry of Finance, and the agent is Chao Tsu-Hsien, the Director-General of the Central
Region Branch, National Property Administration (5.11%),Lin,Chia-Jung (11.76%),Lin,Yi-
Chien(6.80%)

Note 1: If directors and supervisors serve as representatives of corporate shareholders, the names of the corporate shareholders must be provided.

Note 2: Name the major shareholders (the top 10 owners) of corporate shareholders and their shareholding percentage. Table 2 below is applicable if any of the major shareholders is an institution.

Note 3:If the legal person shareholder is not a company organization, the shareholder name and shareholding that should be disclosed above are the names of the investors or donors (you can refer to the Judicial Yuan announcement for inquiries) and their investment or donations. If the person has passed away, the note "deceased" shall be added.

Note 2: Name the major shareholders (the top 10 owners) of corporate shareholders and their shareholding percentage. Table 2 below is applicable if any of the major
shareholders is an institution.
Note 3:If the legal person shareholder is not a company organization, the shareholder name and shareholding that should be disclosed above are the names of the investors or
donors (you can refer to the Judicial Yuan announcement for inquiries) and their investment or donations. If the person has passed away, the note "deceased" shall be
added.
Note 2: Name the major shareholders (the top 10 owners) of corporate shareholders and their shareholding percentage. Table 2 below is applicable if any of the major
shareholders is an institution.
Note 3:If the legal person shareholder is not a company organization, the shareholder name and shareholding that should be disclosed above are the names of the investors or
donors (you can refer to the Judicial Yuan announcement for inquiries) and their investment or donations. If the person has passed away, the note "deceased" shall be
added.
Table 2: Major shareholders in Table 1 if they are institutionsMarch 24, 2025

Name of institution (Note 1)

Major shareholders of institution (Note 2)
N/A N/A
N/A N/A

Note 1:If any of the major shareholders listed in Table 1 is an institution, the name of the institution must be provided.

Note 2:Name the major shareholders (the top 10 owners) of the institution and their shareholding percentage.

Note 3: If the legal person shareholder is not a company organization, the shareholder name and shareholding that should be disclosed above are the names of the investors or donors (you can refer to the Judicial Yuan announcement for inquiries) and their investment or donations. If the person has passed away, the note "deceased" shall be added.

  • 5 -

Two. Corporate Governance Report

2. Information on directors and supervisors (II):

  • (1). Disclosure of information on the professional qualification of directors and supervisors and the independence of independent directors M arch 24, 2025
Criteria
Name
Professional
qualifications and
experience (Note 1)
Independence (Note 2) Number of public
companies where
the person
concurrently acts as
an independent
director
Wang Kuan-Hsiang Business and other experienced
that the Companyneeds
N/A 1
Representative of Kun
Forever Co., Ltd.: Wang
Kuan-Chua
Business and other experienced
that the Company needs
N/A None
Huang Chin-Hsiang Business and other experienced
that the Companyneeds
N/A None
Kuo Pu-Chao Business and other experienced
that the Companyneeds
N/A None
Chen Chun-Wei Business and other experienced
that the Companyneeds
N/A None
Yang Ching-Chi Business and other experienced
that the Companyneeds
N/A 1
Lee Cherng An instructor or higher up in a
department of business, law, or
other academic department
required for the business of the
Company in a public or private
junior college, college, or
university, without the
circumstances under Article 30 of
the CompanyAct.
1.
The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or
employees of the Company or any of its affiliates.
2.
The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of
the Company on his/her own or in the name of others.
3.
The independent director is not a director, supervisor or employee of any company that has a specific relationship
with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing
Appointment of Independent Directors and Compliance Matters for Public Companies).
4.
The independent director did not receive compensation for providing the Company or affiliates with commercial,
legal, financial, accounting or related services in the most recent two years.
3
Wu Chwan-Chyuan CPA or other professional or
technical specialist who has
passed a national examination
and has been awarded a
certificate in a professional
capacity that is necessary for the
business of the Company, without
the circumstances under Article
30 of the CompanyAct.
1.
The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or
employees of the Company or any of its affiliates.
2.
The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of
the Company on his/her own or in the name of others.
3.
The independent director is not a director, supervisor or employee of any company that has a specific relationship
with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing
Appointment of Independent Directors and Compliance Matters for Public Companies).
4.
The independent director did not receive compensation for providing the Company or affiliates with commercial,
legal, financial, accounting or related services in the most recent two years.
1
Chen Li-Tsung An instructor or higher up in a
department of business, law, or
other academic department
required for the business of the
Company in a public or private
junior college, college, or
university, without the
circumstances under Article 30 of
the CompanyAct.
1.
The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or
employees of the Company or any of its affiliates.
2.
The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of
the Company on his/her own or in the name of others.
3.
The independent director is not a director, supervisor or employee of any company that has a specific relationship
with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing
Appointment of Independent Directors and Compliance Matters for Public Companies).
4.
The independent director did not receive compensation for providing the Company or affiliates with commercial,
legal, financial, accounting or related services in the most recent two years.
None

Note 1: Describe the professional qualifications and experience of respective directors and supervisors. In case of Audit Committee members specialized in accounting or finance, describe their accounting or finance background and work experience. Whether there are any circumstances under Article 30 of the Company Act shall be described additionally.

Note 2: In case of independent directors, the compliance with independence requirements shall be described, including but not limited to whether the independent director and his/her spouse or relatives within the second degree of kinship are the directors, supervisors or employees of the Company or any of its affiliates; whether the independent director or his spouse or relative within the second degree of kinship holds any stocks of the Company on his/her own or in the name of others; whether the independent director is a director, supervisor or employee of any company that has a specific relationship with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of

  • 6 -

Two. Corporate Governance Report

Independent Directors and Compliance Matters for Public Companies); and whether the independent director received compensation for providing the Company or affiliates with commercial, legal, financial, accounting or related services in the most recent two years.

Note 3: As for the disclosure method, refer to the best practice references on the website of the Corporate Governance Center of TWSE.


Criteria


More than 5 years of work experience


More than 5 years of work experience


More than 5 years of work experience
Number
of
and following professional public
Compliance with independence requirements
compan
qualifications ies
where
the
An instructor A judge, public Work

1
2 3 4 5 6 7 8 9 10 11
12

person
or higher up in
prosecutor,
experience
concurr
a department attorney, certified in business, ently
of business, public accountant, law, finance
acts as
law, finance, or other or an
accounting, or
th
professional or
thil ilit
accounting,
th

indepen
oer
academic
ecnca specas
who has passed a
or oer
areas
dent
director
department national required for

required for
examination and
the business

the business of
has been awarded a of the
the Company certificate in a Company

in a public or
professional
Name private junior capacity that is

college,

necessary for the

college, or

business of the

university
Company.
Wang Kuan-
Hsiang
1
Wang Kuan-
Chua
0
Huang
Chin-Hsiang
0
Kuo Pu-
Chao
0
Chen Chun-
Wei
0
Yang Ching-
Chi
1
Lee Cherng 3
Wu Chwan-
Chyuan
1
Chen
Li-
Tsung
0

Note 1: Place a “ ✓ ” in the box if the director or supervisor met the following conditions at any time during active duty and two years prior to the date elected.

(1) Not a director or supervisor of the Company or our affiliates.

(2) Not a director or supervisor of the Company or our affiliates (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)

(3) Not a natural-person shareholder who holds shares, together with those held by his/her spouse, minor children, or held by the person under others' names, in an aggregate of 1% or more of the total number of issued shares of the Company, or ranking among the top 10 natural-person shareholders in holdings.

(4) Not a spouse, or relative within the second degree of kinship, or lineal relative within the third degree of kinship, of an executive officer falling under Point (1) above, or of any of the persons in Point (2) or (3) above.

(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or ranks as one of its top five shareholders, or designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)

(6) In case a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person, not a

  • 7 -

Two. Corporate Governance Report

director, supervisor, or employee of that other company. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)

  • (7) In case the President, General manager, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses, not a director, supervisor or employee of that other company or institution. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)

  • (8) Not a director, supervisor, or managerial officer, or a shareholder directly holding 5% or more of the shares, of any specific company or institution that has a business or financial relationship with the Company. (The same does not apply, however, in cases where the specific company or institution holds 20% or more and not more than 50% of the total number of the Company's issued shares and is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)

  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company in the most recent two years with an accumulated service compensation of NT$500,000 or less, or a spouse thereof; provided that this restriction does not apply to a member of the Compensation Committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  • (10) Not a spouse nor a relative within the second degree of kinship of another director.

  • (11) None of the circumstances under Article 30 of the Company.

  • (12) Not elected in the capacity of a government agency, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act; Not a director or supervisor of the Company or our affiliates.

  • 8 -

Two. Corporate Governance Report

  • (2). Diversity and independence of the Board of Directors

  • A. Diversity of the Board of Directors: Describe the Board’s diversity policy, objectives and achievement status. The diversity policy includes but is not limited the director election criteria, the professional qualifications and experience that the Board of Directors must have, and the formation and proportion in respect of gender, age, nationality, and culture. The specific objectives and their achievement status with respect to these policies shall also be described.

    • a. To enhance the governance of the Company and promote the sound development of the Board’s formation and structure, Article 20 “Diversity Policy of Board Members” in “Corporate Governance Best Practice Principles” that the Company established in 2017 states that diversity shall be taken into account for the formation of the Board of Directors and an appropriate policy of diversity shall be devised based on the operations, type of business and development requirements, such as basic requirements and values (e.g. gender, age, nationality, and culture), professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

b. The current Board of Directors is composed of 9 directors, including 6 directors and 3 independent directors. The Board members have extensive experience and professionalism in the fields of law, business, and management. All the directors are the citizens of the Republic of China. As for their ages, 5 directors fall within the range from 41 to 50, 2 directors within the range of 51 to 60, 2 within the range of 61 to 70. The Company has 3 independent directors. One of them have a term of office for less than 3 years and another two have a term of office for 5 years.None of the independent directors have served for more than three consecutive terms of service.The equity of gender in the formation of the Board of Directors is another concern of the Company. The goal of the female director ratio is set to more than 1/3. Currently, one of the nine directors is female at a ratio of 11%. The proportion of director seats of either gender is less than one-third, mainly due to traditional industries and industry habits. In the future, we will use a diversified nomination mechanism to increase the number of female director seats to achieve our goal. c. The diversity of the Board members depends on the continuous implementation of the Company’s “Corporate Governance Best Practice Principles”. We will stay abreast of the latest development to adopt more policies for the diversity of the Board members depending on the operations of the Board of Directors and the development requirements of the Company to ensure that the Board members have the necessary knowledge, skill, and experience to perform their duties.

  • 9 -

Two. Corporate Governance Report

Table 1: The im lementation status of the diversit olic on the com osition of the Board members p y p y p

Name Nationality Gender Employee
status
Age Age Age Age Term of
office for
independent
directors
Term of
office for
independent
directors
The
ability to
make
judgments
about
operations
Accounting
and
financial
analysis
ability
Business
management
ability
Crisis
management
ability
Knowledge
of the
industry
International
market
perspective
Leadership
ability
Decision-
making
ability
41-
50
51-
60
61-
70
71-
80
Less
than
3
years
3 to
9
years
Wang Kuan-
Hsiang
R.O.C. Male V V V V V V V V V V
Wang Kuan-
Chua
R.O.C. Female V V V V V V V V V V
Huang Chin-
Hsiang
R.O.C. Male V V V V V V V V V V
Kuo Pu-Chao R.O.C. Male V V V V V V V V V V
Chen Chun-
Wei
R.O.C. Male V V V V V V V V V
Yang Ching-
Chi
R.O.C. Male V V V V V V V V V
Lee Cherng R.O.C. Male V V V V V V V V V V
Wu Chwan-
Chyuan
R.O.C. Male V V V V V V V V V V
Chen Li-Tsung R.O.C. Male V V V V V V V V V V
  • B. Independence of the Board of Directors: Describe the number and proportion of the independent directors and their independence; describe whether the circumstances set forth in Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act do not apply and give reasons, including description of the spousal relationship or the relationship within the second degree of kinship among directors, supervisors or between any director and supervisor.

a. The current Board of Directors is comprised of 9 directors including 3 independent directors (33%). They have the independence needed for execution of their duties. The circumstances set forth in Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act do not apply to the 3 independent directors, including description of the spousal relationship or the relationship within the second degree of kinship among directors, supervisors or between any director and supervisor.

  • 10 -

Two. Corporate Governance Report

(II). Information on President, Vice President, Director, and department and branch heads

March 24, 2025

Title Nationality Name Gender Date elected
Shareholding Shareholding Education and experience Concurrent posts in other companies Managerial officer in
relationship or wit
second degree of
Managerial officer in
relationship or wit
second degree of
a spousal
hin the
kinship
Rem
Shares held by spouse or
minor children
Shares held in
oth
the names of
ers
(appointed) Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio

Title

Name

Relations
hip
arks
General
Manager
R.O.C. Lo Cheng-
Chou
Male 2022.04.01 84,145
0.05%
0
0.00%
0
0.00%
Department and Graduate Institute of Business
Administration, Chaoyang University of Technology /
Rexon Industrial Corp.,Ltd.,Executive VP
Gold Tech Group Ltd., Director None
None

None

None
Vice President R.O.C. Cheng Mei-
Ling
Female 2021.01.01 16,000
0.01%
0
0.00%
0
0.00%
Chienkuo Technology University / Rexon Industrial
Corp.,Ltd.,Technical Division VP
Tongxiang Rexon Industrial Co., Ltd., Director None
None

None

None
Vice President R.O.C. George Ku Male 2021.06.01 0
0.00%
0
0.00%
0
0.00%
EMBA, National Chung Hsing University / Rexon
Industrial Corp.,Ltd.,Technical Division VP
None None
None

None

None
Vice President
Accounting
Manager
Corporate
Governance
Officer
R.O.C. He Hsiu-
Yuan
Female 2021.06.01
2018.11.08
2023.05.09
31,448
0.02%
0
0.00%
0
0.00%
EMBA, National Chung Hsing University / /Rexon
Industrial Corp., Ltd., General Administration Division
and HR Division VP
Gold Tech Group Ltd., Director
Tongxiang Rexon Industrial Co., Ltd., Supervisor
Rexon Technology Corp., Ltd., Director
None
None

None

None
Vice President R.O.C. Huang Chin-
Hsiang
Male 2021.06.01 800,094
0.44%
70,000
0.04%
0
0.00%
ShuDe Institute of Technology / Rexon Industrial
Corp., Ltd., General Manager’s Office VP
Tongxiang Rexon Industrial Co., Ltd.,Chairman
Gold Tech Group Ltd., Director
Fine Clear Co.,Ltd.,Director
None
None

None

None
Vice President Malaysia Peng Meng-
Wei
Male 2021.06.01 66,000
0.04%
0
0.00%
0
0.00%
National Chung Hsing University / Rexon Industrial
Corp.,Ltd.,Sales Dept. VP
None None
None

None

None
Vice President R.O.C. Chang Yu-
Ming
Male 2021.06.01 5,000
0.00%
0
0.00%
0
0.00%
Oriental Institute of Technology / Rexon Industrial
Corp.,Ltd.,ManufacturingDivision VP
Tongxiang Rexon Industrial Co., Ltd., Director
Rexon TechnologyCorp.,Ltd.,Director
None
None

None

None
Vice President R.O.C. Tank Chuang Male 2021.06.01 5,000
0.00%
0
0.00%
0
0.00%
Master, National Yunlin University of Science and
Technology / Rexon Industrial Corp., Ltd., President’s
Office VP
None None
None

None

None
Vice President R.O.C. Huang
Liang-Wei
Male 2021.12.01 1,000 0.00% 0
0.00%
0
0.00%
Department and Graduate Institute of Chemical
Engineering, National Chung Hsing University / Rexon
Industrial Corp.,Ltd.,ManufacturingDivision VP
None None
None

None

None
Vice President R.O.C. Chiang Yao-
Tsung
Male 2021.12.01 5,806
0.00%
0
0.00%
0
0.00%
Department and Graduate Institute of Business
Administration, Tunghai University / Rexon Industrial
Corp.,Ltd.,Global Procurement Dept. VP
None None
None

None

None
Vice President R.O.C. Kuo Pu-
Chao
Male 2021.01.01 107,000
0.06%
6,000
0.00%
0
0.00%
Master of Business Administration, Durham
University,UK / Rexon Industrial Corp.,Ltd.,Director
Rexon Technology Corp., Ltd., Director
Hongqiao Investment Co.,Ltd. / Director
None
None

None

None
Director R.O.C. Li Wen-Tu Male 2021.01.01 0
0.00%
0
0.00%
0
0.00%
United Institute of Technology / Rexon Industrial
Corp.,Ltd.,Technical Division Director
None None
None

None

None
Director R.O.C. Chen Kuo-
Jung
Male 2021.01.01 52,000
0.03%
7,000
0.00%
0
0.00%
Chaoyang University of Technology / Rexon Industrial
Corp.,Ltd.,ManufacturingDivision Director
None None
None

None

None
Director R.O.C. Feng Hsu-
Hui
Male 2021.06.01 5,000
0.00%
0
0.00%
0
0.00%
EMBA, National Chung Hsing University / Rexon
Industrial Corp., Ltd., Global Procurement Dept.
Director
None None
None

None

None
Director R.O.C. Chang Chih-
Hao
Male 2021.06.01 5,000
0.00%
0
0.00%
0
0.00%
Chiao Tai High School / Rexon Industrial Corp., Ltd.,
ManufacturingDivision Director
None None
None

None

None
Director R.O.C. Kuo Han-Yu Male 2021.06.01 11,161
0.01%
0
0.00%
0
0.00%
Lunghwa Institute of Technology / Rexon Industrial
Corp.,Ltd.,Global Procurement Dept. Director
None None
None

None

None
Director
CFO
R.O.C. Hsu Sen-
Yuan
Male 2021.06.01
2022.05.06
5,000
0.00%
121,000
0.07%
0
0.00%
Department and Graduate Institute of Finance,
Chaoyang University of Technology / Rexon Industrial
Corp., Ltd., General Administration Division Director
Tongxiang Rexon Industrial Co., Ltd., Director None
None

None

None

Note 1: Kuo Pu-Chao Promoted to Deputy General Manager on January 1, 2025.

  • 11 -

Two. Corporate Governance Report

II. Remuneration to directors, supervisors, President and Vice President in the most recent year

(I). Remuneration to directors including independent directors

Unit: UTD thousand, December 31, 2024

Title Name Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Ratio of sum of A, B, C and D to
net income after tax
Rexon
All companies
Ratio of sum of A, B, C and D to
net income after tax
Rexon
All companies
Remuneration received in the capac
Salary, bonus and special
disbursement(E)
Pension (F)
Rexon
All companies

Rexon
All
companies
Remuneration received in the capac
Salary, bonus and special
disbursement(E)
Pension (F)
Rexon
All companies

Rexon
All
companies
Remuneration received in the capac
Salary, bonus and special
disbursement(E)
Pension (F)
Rexon
All companies

Rexon
All
companies
Remuneration received in the capac
Salary, bonus and special
disbursement(E)
Pension (F)
Rexon
All companies

Rexon
All
companies
ity as concurrent employee
Employee remuneration (G)
Rexon Industrial Corp.,
Ltd.
All companies included in
the financial reports
ity as concurrent employee
Employee remuneration (G)
Rexon Industrial Corp.,
Ltd.
All companies included in
the financial reports
ity as concurrent employee
Employee remuneration (G)
Rexon Industrial Corp.,
Ltd.
All companies included in
the financial reports
ity as concurrent employee
Employee remuneration (G)
Rexon Industrial Corp.,
Ltd.
All companies included in
the financial reports
Ratio of sum of A, B, C, D, E, F
and G to net income after tax
Rexon
All companies
Ratio of sum of A, B, C, D, E, F
and G to net income after tax
Rexon
All companies
Remunerati
on received
from
investees
President Wang Kuan-Hsiang Industrial
Corp.,
Ltd.
0

included in
the
financial
reports
0

Industrial
Corp.,
Ltd.
0
included in
the financial
reports
0

Industrial
Corp., Ltd.
3,200
included in the
financial
reports
3,200

Industrial
Corp., Ltd.
336
included in the
financial
reports
336

Industrial
Corp., Ltd.
3,536
1.11%
included in the
financial
reports
3,536
1.11%

Industrial
Corp., Ltd.
9,499
included in the
financial
reports
9,499

Industrial
Corp., Ltd.
125

included in
the financial
reports
125
Cash
amount
3,364
Stock
amount
0
Cash
amount
3,364
Stock
amount
0

Industrial
Corp., Ltd.
16,524
5.18%
included in the
financial
reports
16,524
5.18%

other than
subsidiaries
None
Director Kun Forever Co.,
Ltd.
0 0 0 0 800 800 0 0 800
0.25%
800
0.25%
0 0 0 0 0 0 0 0 800
0.25%
800
0.25%
None
Representative:
Wang Kuan-Chua
0 0 0 0 0 0 336 336 336
0.11%
336
0.11%
978 978 49 49 356 0 356 0 1,719
0.54%
1,719
0.54%
Director Huang Chin-Hsiang 0 0 0 0 800 800 336 336 1,136
0.36%
1,136
0.36%
2,223 2,223 68 68 745 0 745 0 4,172
1.31%
4,172
1.31%
None
Director Kuo Pu-Chao 0 0 0 0 800 800 336 336 1,136
0.36%
1,136
0.36%
0 0 0 0 0 0 0 0 1,136
0.36%
1,136
0.36%
None
Director Chen Chun-Wei 0 0 0 0 800 800 336 336 1,136
0.36%
1,136
0.36%
1,770 1,770 72 72 605 0 605 0 3,583
1.12%
3,583
1.12%
None
Director Yang Ching-Chi 0 0 0 0 0 0 630 630 630
0.20%
630
0.20%
0 0 0 0 0 0 0 0 630
0.20%
630
0.20%
None
Independent
director
Lee Cherng 0 0 0 0 0 0 716 716 716
0.22%
716
0.22%
0 0 0 0 0 0 0 0 716
0.22%
716
0.22%
None
Independent
director
Wu Chwan-Chyuan 0 0 0 0 0 0 710 710 710
0.22%
710
0.22%
0 0 0 0 0 0 0 0 710
0.22%
710
0.22%
None
Independent
director
Chen Li-Tsung 0 0 0 0 0 0 716 716 716
0.22%
716
0.22%
0 0 0 0 0 0 0 0 716
0.22%
716
0.22%
None
D irector 0 0 0 0 6,400 6,400 4,452 4,452 10,852
3.40%
10,852
3.40%
14,470 14,470 314 314 5,070 0 5,070 0 30,706
9.63%
30,706
9.63%
1. Please describe the payment policy, system, standard and structure of the remuneration to independent directors, and the association of their responsibility, risk, and investment of time with the amount of the remuneration paid:
The Board of Directors is authorized to determine the remuneration to the directors and independent directors of the Company based on individual participation in and contribution to the Company’s operations and with reference
to the general level in the industry.
2. Further to the aforementioned disclosure, the remunerations received by the directors of the Company for rendering service to all companies included in the financial reports (e.g. serving as a consultant but not the employee of the
Company)in the most recentyear: None.

Note 1: The amount of the pension actually paid in 2024 is zero. The pension is a provision under expenditure. The remunerations to directors (C) and employees (G) are estimates.

  • 12 -

Two. Corporate Governance Report

(II). Remuneration to General Manager and Vice President

Unit: UTD thousand, December 31, 2024

Title Name Salary (A) Salary (A) Pensi on (B) Bonus
disbur
and special
sement(C)
Amou ration to employees (D) ration to employees (D) Ratio of sum
net incom
of A, B, C and D to
e after tax(%)
Remuneration
received from
investees other
than
subsidiaries
nt of remune
Rexon
Industrial
Corp., Ltd.
All companies
included in the
financial
reports
All companies Rexon All companies Rexon Indust rial Corp., All companies included in
Rexon
included in the
Industrial
included in the
Ltd. the financ ial reports Rexon All companies
Industrial
financial Corp., financial Cash Stock Cash Stock Industrial
included in the
Corp., Ltd. reports Ltd. reports amount amount amount amount Corp., Ltd. financial reports
General
Manager
Lo Cheng-Chou 2,040 2,040 122 122 2,926 2,926 2,354 0 2,354 0 7,442
2.33%
7,442
2.33%
None
Vice President Cheng Mei-Ling 1,440 1,440 86 86 1,491 1,491 1,029 0 1,029 0 4,046
1.27%
4,046
1.27%
None
Vice President George Ku 1,140 1,140 68 68 975 975 686 0 686 0 2,869
0.90%
2,869
0.90%
None
Vice President He Hsiu-Yuan 1,440 1,440 86 86 1,471 1,471 1,470 0 1,470 0 4,467
1.40%
4,467
1.40%
None
Vice President Huang Chin-Hsiang 1,140 1,140 68 68 1,083 1,083 745 0 745 0 3,036
0.95%
3,036
0.95%
None
Vice President Peng Meng-Wei 1,440 1,440 86 86 1,547 1,547 1,176 0 1,176 0 4,249
1.33%
4,249
1.33%
None
Vice President Chang Yu-Ming 1,140 1,140 68 68 1,194 1,194 804 0 804 0 3,206
1.01%
3,206
1.01%
None
Vice President Tank Chuang 1,806 1,806 108 108 1,115 1,115 980 0 980 0 4,009
1.26%
4,009
1.26%
None
Vice President Huang Liang-Wei 1,740 1,740 104 104 616 616 706 0 706 0 3,166
0.99%
3,166
0.99%
None
Vice President Chiang Yao-Tsung 1,140 1,140 68 68 1,080 1,080 804 0 804 0 3,092
0.97%
3,092
0.97%
None
Vice President 14,466 14,466 864 864 13,498 13,498 10,754 0 10,754 0 39,582
12.41%
39,582
12.41%

Note 1: The pension is a provision under expenditure. The amount of the remuneration to employees (D) is an estimate.

(III). Remuneration to five highest remunerated management personnel of the TWSE/TPEx listed company

Unit: UTD thousand, December 31, 2024

Title Name Salary (A) Salary (A) n (B) Bonus
disbur
and special
sement(C)
Amo tion to employees (D) tion to employees (D) Ratio of sum o
net income
f A, B, C and D to
after tax(%)
Remuneration
received from
investees other
than
subsidiaries
Pensio unt of remunera
Rexon
Industrial
Corp., Ltd.
All companies included in
All companies
included in
All companies Rexon All companies
Rexon

included in
Industrial
included in the
Rexon Industr ial Corp., Ltd. the financ ial reports Rexon
All companies
the financial
reports
Industrial
the financial Corp., financial Cash Stock Cash Stock Industrial
included in the
Corp., Ltd. reports
Ltd.
reports
amount

amount

amount

amount
Corp., Ltd. financial reports
General
Manager
Lo Cheng-Chou 2,040 2,040 122 122 2,926 2,926 2,354 0 2,354 0 7,442
2.33%
7,442
2.33%
None
Vice
President
He Hsiu-Yuan 1,440 1,440 86 86 1,471 1,471 1,470 0 1,470 0 4,467
1.40%
4,467
1.40%
None
Vice
President
Peng Meng-Wei 1,440 1,440 86 86 1,547 1,547 1,176 0 1,176 0 4,249
1.33%
4,249
1.33%
None
Vice
President
Cheng Mei-Ling 1,440 1,440 86 86 1,491 1,491 1,029 0 1,029 0 4,046
1.27%
4,046
1.27%
None
Vice
President
Tank Chuang 1,806 1,806 108 108 1,115 1,115 980 0 980 0 4,009
1.26%
4,009
1.26%
None

*Note: The pension is a provision under expenditure. The amount of the remuneration to employees (D) is an estimate.

  • 13 -

Two. Corporate Governance Report

  • (IV). Names of managerial officers entitled to employee remuneration and status of the distribution
distribution distribution distribution
Unit: UTD thousand, December 31, 2024
Managerial Stock Cash amount Total Total amount as a percentage of net

Title
Name
officer amount income after tax%
General Manager Lo Cheng-Chou 0 14,047 14,047 4.41%
Vice President ChengMei-Ling
Vice President George Ku
Vice President (Account
manager/Corporate
Governance Officer)

He Hsiu-Yuan
Vice President HuangChin-Hsiang
Vice President PengMeng-Wei
Vice President ChangYu-Ming
Vice President Tank Chuang
Vice President HuangLiang-Wei
Vice President ChiangYao-Tsung
Vice President Kuo Pu-Chao
Director Li Wen-Tu
Director Chen Kuo-Jung
Director FengHsu-Hui
Director ChangChih-Hao
Director Kuo Han-Yu
Director(CFO) Hsu Sen-Yuan

Note: The aforementioned amounts are estimates. The amount of employee remuneration (in shares and in cash) distributed to the managerial officers based on the resolution of the Board of Directors in the most recent year shall be specified. If it is impossible to forecast the same, the amount to be distributed for the year shall be calculated based on the actual distribution ratio in the previous year. The net income after tax refers to the net income after tax in the most recent year; for the data to which the International Financial Reporting Standards are applied, the net income after tax refers to the net income after tax in the separate or individual financial reports in the most recent year.Kuo Pu-Chao Promoted to Deputy General Manager on January 1, 2025.

  • (V). Analysis of the total remuneration paid to directors, supervisors, President and Vice President of the Company as a percentage of the net income after tax stated in the separate or individual financial reported in the most recent two years, and description of the policies, standards, and portfolios for payment of the remuneration, the procedures for determining the remuneration, and the association with the operation performance and future risk exposure.
1. Analysis of the total remuneration paid to directors, supervisors, President and Vice
President of the Company as a percentage of the net income after tax stated in the financial
reported in the most recent two years: The total remuneration paid to directors in fiscal year
2024 increased compared to 2023, primarily due to the rise in net income after
tax.Conversely, the total remuneration of the President and Vice President decreased,
mainly because a higher portion was allocated to performance-based bonuses.
Analysis of the total remuneration paid to directors, supervisors, President and Vice
President of the Company as a percentage of the net income after tax stated in the financial
reported in the most recent two years: The total remuneration paid to directors in fiscal year
2024 increased compared to 2023, primarily due to the rise in net income after
tax.Conversely, the total remuneration of the President and Vice President decreased,
mainly because a higher portion was allocated to performance-based bonuses.
Analysis of the total remuneration paid to directors, supervisors, President and Vice
President of the Company as a percentage of the net income after tax stated in the financial
reported in the most recent two years: The total remuneration paid to directors in fiscal year
2024 increased compared to 2023, primarily due to the rise in net income after
tax.Conversely, the total remuneration of the President and Vice President decreased,
mainly because a higher portion was allocated to performance-based bonuses.
Analysis of the total remuneration paid to directors, supervisors, President and Vice
President of the Company as a percentage of the net income after tax stated in the financial
reported in the most recent two years: The total remuneration paid to directors in fiscal year
2024 increased compared to 2023, primarily due to the rise in net income after
tax.Conversely, the total remuneration of the President and Vice President decreased,
mainly because a higher portion was allocated to performance-based bonuses.
Analysis of the total remuneration paid to directors, supervisors, President and Vice
President of the Company as a percentage of the net income after tax stated in the financial
reported in the most recent two years: The total remuneration paid to directors in fiscal year
2024 increased compared to 2023, primarily due to the rise in net income after
tax.Conversely, the total remuneration of the President and Vice President decreased,
mainly because a higher portion was allocated to performance-based bonuses.
Analysis of the total remuneration paid to directors, supervisors, President and Vice
President of the Company as a percentage of the net income after tax stated in the financial
reported in the most recent two years: The total remuneration paid to directors in fiscal year
2024 increased compared to 2023, primarily due to the rise in net income after
tax.Conversely, the total remuneration of the President and Vice President decreased,
mainly because a higher portion was allocated to performance-based bonuses.
Analysis of the total remuneration paid to directors, supervisors, President and Vice
President of the Company as a percentage of the net income after tax stated in the financial
reported in the most recent two years: The total remuneration paid to directors in fiscal year
2024 increased compared to 2023, primarily due to the rise in net income after
tax.Conversely, the total remuneration of the President and Vice President decreased,
mainly because a higher portion was allocated to performance-based bonuses.
Analysis of the total remuneration paid to directors, supervisors, President and Vice
President of the Company as a percentage of the net income after tax stated in the financial
reported in the most recent two years: The total remuneration paid to directors in fiscal year
2024 increased compared to 2023, primarily due to the rise in net income after
tax.Conversely, the total remuneration of the President and Vice President decreased,
mainly because a higher portion was allocated to performance-based bonuses.
Analysis of the total remuneration paid to directors, supervisors, President and Vice
President of the Company as a percentage of the net income after tax stated in the financial
reported in the most recent two years: The total remuneration paid to directors in fiscal year
2024 increased compared to 2023, primarily due to the rise in net income after
tax.Conversely, the total remuneration of the President and Vice President decreased,
mainly because a higher portion was allocated to performance-based bonuses.

Title

Rexon Industrial Corp., Ltd.

All companies included in the financial
reports
2024 2023 2024 2023
Amount Ratio to
net profit
after tax
Amount Ratio to net
profit after
tax
Amount Ratio to
net profit
after tax
Amount Ratio to net
profit after
tax
Director 30,706 9.63% 24,347 7.89% 30,706 9.63% 24,347 7.89%
Supervisor - 0.00% - 0.00% - 0.00% - 0.00%
General
Manager and
Vice President
39,582 12.41% 35,303 11.43% 39,582 12.41% 35,303 11.43%
Net profit
after tax
318,832
308,768
318,832
0.00%
308,768
  1. Policies, standards, and portfolios for payment of the remuneration, the procedures for determining the remuneration, and the association with the operation performance and future risk exposure:

  2. 14 -

Two. Corporate Governance Report

  • (1). The remuneration to directors includes travel allowance and distribution of earnings to directors and supervisors. The travel allowance is paid with reference to the level of other companies in the industry and the attendance of the directors in Board meetings. The Company may pay remuneration to directors for their implementation of the Company's duties regardless of the operating profit and loss. The Board of Directors is authorized to determine the remuneration for the directors based on their individual involvement in and contribution to the Company’s operations without exceeding the highest grade of the pay scale specified in the remuneration standard.Director remuneration is in accordance with Article 25 of the company's articles of association: If the company makes a profit in the year, no more than 5% will be used as director remuneration, and it shall be reviewed and approved by the Remuneration Committee and the Board of Directors. Independent directors shall not participate in the distribution of director remuneration. Independent Directors: The independent directors of the Company receive a fixed monthly remuneration and travel and attendance fees for attending board meetings. The relevant performance appraisal and reasonableness of remuneration have been reviewed by the Remuneration Committee and the Board of Directors: 1.42% of the pre-tax profit before deducting the profit distributed to employees and directors in 2024 is the director's remuneration, which is NT$6,400,000.

  • (2). The remuneration of the President and Vice President includes salary, performance bonuses, employee profit-sharing, and employee stock warrants. It is determined based on their respective positions and responsibilities, with reference to industry standards for equivalent roles.In addition, if the Company records a profit for the year, pursuant to Article 25 of the Company's Articles of Incorporation, not less than 5% of the annual profit shall be allocated as employee remuneration. This distribution must be reviewed and approved by the Remuneration Committee and the Board of Directors.

  • (3). The Company’s remuneration policy and related compensation standards and systems are reviewed primarily based on its overall operating performance. Compensation is determined according to performance achievement rates and individual contributions, with the goal of enhancing the overall organizational effectiveness of the Board of Directors and the management team.Industry salary benchmarks are also considered to ensure that the remuneration of the Company’s executives remains competitive and helps retain top management talent. Major management decisions are made with a balanced assessment of risk factors, and their outcomes are reflected in the Company’s profitability. Accordingly, management remuneration is closely tied to risk control performance.

  • (4). The remuneration paid by the Company to the General Manager and Deputy General Manager includes employee stock ownership, the actual value of which is related to the future stock price, which means that the employee shares the future operating risks with the Company.

  • (5). To ensure sustainable development aligns with business objectives and creates longterm value, the Board of Directors of the Company passed the "Senior Manager Compensation and ESG-Related Performance Incentive Method" on November 6, 2024.

  • 15 -

Two. Corporate Governance Report

III. Status of corporate governance

(I). Information on operation of the Board of Directors

The Board of Directors held 5 meetings in the most recent year (2024). The presence and attendance of the directors are as follows

Actual number of Actual number of Number of Number of
Actual presence (attendance)
Title Name presence presence by Remarks
rate (%) [B/A]
(attendance) B proxy
President WangKuan-Hsiang 5 0 100%
Director WangKuan-Chua 5 0 100%
Director HuangChin-Hsiang 5 0 100%
Director Kuo Pu-Chao 5 0 100%
Director Chen Chun-Wei 5 0 100%
Director YangChing-Chi 4 0 80%
Independent director Lee Cherng 5 0 100%
Independent director Wu Chwan-Chyuan 5 0 100%
Independent director Chen Li-Tsung 5 0 100%
Other matters to be specified:
I. Where any of the following circumstances occurs to any meeting of the Board of Directors, the date, term and proposal of the meeting as well as the
opinions of all the independent directors and actions taken by the Company on such opinions shall be specified:
(I) Matters referred to in Article 14-3 of the Securities and Exchange Act:
Date
Proposal
Opinions of the
independent
directors
Actions of the Company on such
opinions
Resolution
2024.02.27
1st meeting in 2024
Proposal for the “Statement of Internal
Control System"
Consent
N/A
All the present directors approved
the proposal unanimously when the
chairperson asked for their opinions.
2024.11.06
4nd meeting in 2024
Proposal for amendment of the “Internal
Control System” , and “Internal Audit
Implementation Rules”.
Consent
N/A
All the present directors approved
the proposal unanimously when the
chairperson asked for their opinions.
(II) In addition to the matters mentioned above, any resolution of the Board of Directors for which dissent or reservation is expressed by any
independent director, and recorded in the minutes or a written statement: None.
II. Regarding the situation of a director’s recusal of conflict of interest, the name of the director, proposal, reasons for the recusal, and participation in
the votingshall be described:
Date
Director
Proposal
Reasons for the
recusal
Participation in the voting
2024.05.08
2th meeting in
2024
Wang Kuan-Hsiang,
Wang Kuan-Chua,
Huang Chin-Hsiang ,
Chen Chun-Wei, Kuo
Pu-Chao
Proposal for
remunerations to
directors
Related party
Except for the directors who did not participate in the
discussion and voting due to conflict of interest, the rest of
the present members approved the proposal unanimously
when the chairperson asked for their opinions.
2024.05.08
2th meeting in
2024
Wang Kuan-Hsiang,
Huang Chin-Hsiang ,
Kuo Pu-Chao, He
Hsiu-Yuan
Proposal for
remunerations to
employee
Related party
Except for the directors who did not participate in the
discussion and voting due to conflict of interest, the rest of
the present members approved the proposal unanimously
when the chairperson asked for their opinions.
III. Please disclose the interval, period, scope, method and item of the self-evaluation (or peer evaluation) of the Board of Directors, and specify the
implementation status of this evaluation:
Evaluation
interval
Evaluation period
Evaluation scope
Evaluation
method
Evaluation item
Evaluation result
Evaluation
interval
Evaluation period Evaluation scope Evaluation
method

Evaluation item
Evaluation result
  • 16 -

Two. Corporate Governance Report

Once a year
January 1, 2024 to
Once a year
January 1, 2024 to
1. Entire Board of Self-
Evaluation Items of Board of Directors
Overall score of the Board of
December 31, 2024 Directors evaluation
(functional committees Audit
Directors: 5 points; evaluation
2. Individual members of the
Committee/ Compensation
result: 4.98 points.
3. Functional Board of
Committee/Sustainable Development
Overall score of the functional
committees(Audit Directors
Committee)
committees(Audit Committee/
Committee/ A. Participation in the operations of Compensation
Compensation
Committee/Sustainable
Development

the company
B. Improvement of the Bard of
Committee/Sustainable
Development Committee
): 5 points; evaluation result:
Committee) Directors' decision-making quality 4.92 points.
C. Composition and structure of the Overall score of the Board
Board of Directors members: 5 points; evaluation
D. Election and continuing education
of the directors
result: 4.87 points. This indicates
that the directors give positive
evaluation to the efficiency and
E. Internal control outcome of the indicators in
Evaluation items of Board members terms of their implementation.
(self-evaluation or peer evaluation):
A. Understanding of the goals and
missions of the Company
B. Awareness of the duties of a
director
C. Participation in the operations of
the company
D. Management of internal
relationship and communication
E. Professionalism and continuing
education of directors
F. Internal control
IV. Evaluation of the goals (e.g. establishment of the Audit Committee, improvement of information transparency, etc.) and implementation with
respect to enhancement of the function of the Board of Directors in the current and most recent year:
(I) The Company has established the “Ethical Corporate Management Best Practice Principles” and the “Code of Ethical Conduct”, and has
uploaded them to the MOPS and the official website of the Company.
(II) The directors are elected under the candidate nomination system as stated in the Company's Articles of Incorporation. We carefully assess the
qualifcations of the candidates and their willingness to be elected.
(III) The Company arranges continuing education courses for directors and supervisors every year to enhance their legal knowledge with respect
to the themes of corporate governance.
(IV) The directors of the Company were reelected at the annual meeting of shareholders on May 30, 2023. The three independent directors were
commissioned to serve as the members of the Company’s 2nd Audit Committee. It shall hold at least one meeting every quarter. The Audit
Committee held 4 meetings in 2024 with the CPAs and the chief auditor attending as nonvoting participants. The Audit Committee performed
well in operation and communication.
(V) On November 7, 2023, the board of directors of our company established a sustainable development committee, and appointed 3 independent
directors and 3 directors as the first sustainable development committee members of the company. The committee will be held at least once a
year. In 2024, the sustainable development committee held two meetings. During the meetings, the management team and the audit
supervisor were present, and the operation and communication were good.
(VI) The Company has established the Regulations Governing the Performance Evaluation of the Board of Directors and discussed corresponding
action plans after making assessment every year to enhance the operation efficiency of the Board of Directors on an ongoing basis.
(VII) On November 6, 2024, the company's board of directors established the "Senior Manager Compensation and ESG-related
Performance Incentive Method", incorporating ESG indicators into performance management, specifically linking senior
executives' remuneration with ESG performance, implementing the company's sustainable development vision and achieving
the set sustainable development goals.
  • (II). Operation of the Audit Committee or participation of the supervisors in the operation of the Board of Directors:

  • Operation of the Audit Committee.

    • (1). The Audit Committee is composed of all the independent directors and holds at least one meeting every quarter. The cores of the annual tasks are described below:

      • A. Financial Statement Audit and Accounting Policies and Procedures.

      • B. Internal control system and related policies and procedures.

      • C. Transaction involving material asset or derivatives.

      • D. compliance with relevant regulations.

      • E. Performance of duties of the Audit Committee.

      • F. Audit Committee Performance Evaluation Self-Assessment Questionnaire.

    • (2). Operation of the Audit Committee:

The Audit Committee held 4 meetings (A) in the most recent year (2024). The presence and attendance of the independent directors are as follows

  • 17 -

Two. Corporate Governance Report

Title Name Actual number of
presence (B)
Number of presence
by proxy
Actual presence rate
(%)
(B/A)(Note)
Remarks
Independent
director
Lee Cherng 4 0 100
Independent
director
Wu Chwan-Chyuan 4 0 100
Independent
director
Chen Li-Tsung 4 0 100
Other matters to be specified:
I.
Where any of the following circumstances occurs to the operation of the Audit Committee, the date, term and proposal of the
Audit Committee meeting as well as the dissent, reservation or major suggestion of any independent director, the Audit
Committee resolution, and actions taken by the Company on the Audit Committee’s opinions shall be specified.
(I)Matters referred to in Article 14-5 of the Securities and Exchange Act.
Date
Proposal
Dissent and
reservation of
independent
director
Major
suggestions
of
independent
directors
Audit
Committee
resolution
Actions of
the Company
on the Audit
Committee’s
opinions
Resolution
of Board
of
Directors
2024.02.27
1st meeting in
2024
Internal audit activity report.
Proposal for 2023 financial reports.
Proposal for the “Statement of Internal Control
System".
Proposal for the report on the assessment of
CPA independence.
None
None
Approved and
adopted by all
the Audit
Committee
members.
N/A
Approved
without
changes.
2024.05.08
2nd meeting in
2024
Internal audit activity report.
2024 Q1 financial reports
Cooperate KPMG Internal business adjustment
and replacement of CPA. Please proceed to
discuss
None
None
Approved and
adopted by all
the Audit
Committee
members.
N/A
Approved
without
changes.
2024.08.07
3rd meeting in
2024
Internal audit activity report.
2024 Q2 financial reports.
None
None
Approved and
adopted by all
the Audit
Committee
members.
N/A
Approved
without
changes.
2024.11.06
4th meeting in
2024
Internal audit activity report.
2024 Q3 financial reports.
Proposal for 2025 audit plan
Drafted a "Risk Management Code of Practice"
and amended the "Audit Committee
Organization Charter".
Formulated the "Internal Control System" and
"Internal Audit Implementation Rules" for
sustainable information management.
Decide to invest Weihai Allwin Electrical
and Mechanical Tech (Thailand) Ltd.
Board of Directors to donate and establish the
the"RexonCharityFoundation"
None
None
Approved and
adopted by all
the Audit
Committee
members.
N/A
Approved
without
changes.
(II)In addition to the matters mentioned above, any resolution unapproved by the Audit Committee but passed by more than
two-thirds of the directors: None.
II. Regarding the situation of an independent director’s recusal of conflict of interest, the name of the independent director,
proposal, reasons for the recusal, and participation in the voting shall be described: None.
III. Communication between independent directors and internal chief auditor/CPAs (including material matters, methods and
results of communication on the Company’s financial and business conditions, etc.)
(I) Communication between independent directors and internal chief auditor/CPAs and the communication methods:
1. The internal chief auditor of the Company regularly reports the audit activities to the independent directors at the
Audit Committee meeting, and communicates the results in the audit report and the follow-up of the implementation
status to them.
2. The CPAs of the Company report the review and audit of the financial reports and internal control of the Company to
the independent directors at thequarterlyAudit Committee meeting, andperform adequate explanation and
  • 18 -

Two. Corporate Governance Report

Two. Corporate Governance Report Two. Corporate Governance Report Two. Corporate Governance Report
communication on the review and audit of the financial reports and the results thereof, the results of the internal
control audit, and relevant laws and regulations.
(II) The major matters for communication between the independent directors and the internal chief auditor in 2024 are
summarized as follows: There was good communication with the independent directors regarding the implementation of
the audit activities and its effectiveness.
Date
Matters for communication
Communication result
2024.02.27
1st meeting in 2024
Internal audit activity report.
Proposal for the “Statement of Internal Control System".
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
2024.05.08
2nd meeting in 2024
Internal audit activity report.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
2024.08.07
3rd meeting in 2024
Internal audit activity report.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
2024.11.06
4th meeting in 2024
Internal audit activity report.
Proposal for 2025 audit plan
Drafted a "Risk Management Code of Practice" and amended
the "Audit Committee Organization Charter".
Formulated the "Internal Control System" and "Internal Audit
Implementation Rules" for sustainable information
management.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
(III) The major matters for communication between the independent directors and the CPAs in 2024 are summarized as
follows: There wasgood communication between the independent directors and CPAs.
Date
Matters for communication
Communication result
2024.02.27
1st meeting in 2024
The CPAs’ review result report of 2023financial statements.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
2024.05.08
2nd meeting in 2024
The CPAs’ review result report of 2024 Q1 financial
statements.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
2024.08.07
3rd meeting in 2024
The CPAs’ review result report of 2024 Q2 financial
statements.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
2024.11.06
4th meeting in 2024
The CPAs’ review result report of 2024 Q3 financial
statements.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
Date Matters for communication Communication result
2024.02.27
1st meeting in 2024
The CPAs’ review result report of 2023financial statements. The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
2024.05.08
2nd meeting in 2024
The CPAs’ review result report of 2024 Q1 financial
statements.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
2024.08.07
3rd meeting in 2024
The CPAs’ review result report of 2024 Q2 financial
statements.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
2024.11.06
4th meeting in 2024
The CPAs’ review result report of 2024 Q3 financial
statements.
The independent directors has full understanding and the
result was incorporated in the Audit Committee meeting
minutes.
  1. Participation of the supervisors in the operation of the Board of Directors: None.

  2. 19 -

Two. Corporate Governance Report

(III). Status of corporate governance, deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such deviations:

Operation Operation Operation Reasons for the
Yes No deviations from
the Corporate
Evaluation item Governance Best

Summary
Practice Principles
for TWSE/TPEx
Listed Companies
I.
Has the Company established and disclosed
its corporate governance principles based on
the “Corporate Governance Best Practice
Principles for TWSE/TPEx Listed
Companies”?
V The Company has established the “Corporate Governance
Best Practice Principles.”

No significant
deviation
II.
Shareholding structure and shareholder’s
equity
(I)
Does the Company have an internal
procedure and handle shareholders’
suggestions, doubts, disputes, and litigations
accordingly?
(II) Does the Company have the name list of the
major shareholders who actually control the
Company and the persons who have the
ultimate control of the major shareholders?
(III) Has the Company established and
implemented risk control and firewall
mechanisms between the Company and its
affiliates?
(IV) Has the Company established internal
regulations to prohibit insiders from using
the information not available to the market
to trade securities?
V
V
V
V
(I)
The Company has established the “Material
Internal Information Handling Procedure” and
appointed a spokesman and a deputy spokesman to
deal with shareholder affairs.
(II)
We have designated shareholder service personnel
to deal with relevant matters and commissioned
Chinatrust Commercial Bank - Stock Agency
Department as our stock service agent to give
assistance to ensure the services for major
shareholders.
(III) The Company has established the “Affiliates
Management Regulations” and other relevant
internal rules to build appropriate risk control
mechanisms and firewalls.
(IV) The company has formulated "internal major
information handling procedures" and publicizes
them to insiders at least once every quarter. Stocks
will be traded during the closed period fifteen days
before the report announcement.
(I) No significant
deviation
(II) No significant
deviation
(III)No significant
deviation
(IV)No significant
deviation
III. Composition and responsibilities of Board of
Directors
(I)
Has the Board of Directors established and
implemented diversity policies and specific
management objectives?
V (I)
Board of Directors’ member diversity policy and
implementation thereof
1.
The Board of Directors of the Company
adopted the “Corporate Governance Best
Practice Principles” on August 9, 2017 and
defined the diversity policy in Chapter 3
“Enhancement of the Functionality of the
Board of Directors”. In addition, the
candidate nomination system is fully applied
to the election of the directors as stated in
the Article of Incorporation. The education,
experience, and quantifications of the
candidates are subject to assessment. The
“Corporate Governance Best Practice
Principles” is observed to ensure the
diversity of the Board members.
2.
Regarding the implementation status of the
diversity policy on the composition of the
Board members (Table 1): The current
Board of Directors comprises 9 directors,
including 6 directors and 3 independent
directors (33%). The Board members
possess extensive experience and

(I) No significant
deviation
  • 20 -

Two. Corporate Governance Report

Operation Operation Operation Reasons for the
Yes No deviations from
the Corporate
Evaluation item Governance Best

Summary
Practice Principles
for TWSE/TPEx
Listed Companies
(II) Has the Company voluntarily formed other
functional committees in addition to the
Compensation Committee and Audit
Committee set up pursuant to relevant laws
and regulations?
(III) Does the Company have regulations and
methods for the performance evaluation of
the Board of Directors and conduct regular
performance evaluation every year? Does
the Company submit the results of the
performance evaluation to the Board of
Directors? Are the results used as the basis
for the remuneration to and nomination for
re-election of individual directors?
(IV) Does the Company review the independence
of the CPAs on a regular basis?
V
V
V
professionalism in law, business, and
management. Gender equity in the Board's
composition is another concern for the
Company. The target for the female director
ratio is set at over one-third. Currently, one
of the nine directors is female, representing
a ratio of 11%. The proportion of director
seats held by either gender is less than one-
third, primarily due to the nature of
traditional industries and industry practices.
Moving forward, we will employ a
diversified nomination mechanism to
increase the number of female director seats
and achieve our goal.
(II)
The Company voluntarily sets up a Sustainability
Committee. We will set up other functional
committees in accordance with the law and the
operations of the Company.
(III) The Company has established the Regulations
Governing the Performance Evaluation of the
Board of Directors and performed the evaluation
once a year. The results of the performance
evaluation are submitted to the Board of Directors
and used as the basis for the remuneration to and
nomination for re-election of individual directors.
The self-evaluation of the Board performance
showed a good result in 2024. It was submitted to
the Board of Directors on February 26, 2025. We
will use it as reference for the remuneration to and
nomination for re-election of individual directors.
(IV) The company’s board of directors evaluates the
independence and suitability of the appointed
KPMG Taiwan in accordance with the Code of
Practice for the Governance of Listed Overseas
Companies with reference to the Audit Quality
Indicators (AQIs). The results of the independence
and suitability evaluation of the KPMG Taiwan in
the most recent year (Table 2). The result was
submitted to and approved by the Board of
Directors on February 26, 2025. KPMG Taiwan
issued the “Statement of Independence”.
(II) voluntarily
sets up a
Sustainability
Committee,
actions to be taken
in accordance
with actual needs
(III)No significant
deviation
(IV)No significant
deviation
  • 21 -

Two. Corporate Governance Report

Operation Operation Operation Reasons for the
Yes No deviations from
the Corporate
Evaluation item Governance Best

Summary
Practice Principles
for TWSE/TPEx
Listed Companies
IV. Does the Company, as a TWSE/TPEx listed
company, have an adequate number of
corporate governance personnel with
appropriate qualifications as well as a chief
corporate governance officer to be in charge
of corporate governance affairs including,
but not limited to, providing directors and
supervisors with required information for
fulfillment of their duties, assisting directors
and supervisors in observance of laws and
regulations, handling relevant matters for
Board meetings and shareholders’ meetings
according to the laws, and preparing minutes
of Board meetings and shareholders’
meetings?
V The Company has set up part-time personnel to handle
corporate governance matters.
No significant
deviation
V.
Has the Company established a
communication channel for the stakeholders
(including but not limited to shareholders,
employees, customers and suppliers), set a
stakeholder section on the Company’s
website, and responded to the concerns of
the stakeholders on the material issues
related to corporate social responsibilities?
V The Company provides communication channels and
practices for stakeholders with respect to the issues that
they are concerned about. We have set up a stakeholder
section and provided the contact information of the
corresponding units on our website in order to respond
properly to the issues that the stakeholders are concerned
about.
No significant
deviation
VI. Does the Company commission a
professional stock service agent to deal with
the matters of shareholders’ meetings?
V The Company has commissioned Chinatrust Commercial
Bank - Stock Agency Department as our stock service
agent for dealing with the matters of shareholders’
meetings.
No significant
deviation
VII. Disclosure of information
(I)
Has the Company established a website to
disclose the financial, operational and
corporate governance information?
(II) Has the Company adopted other means to
disclose information (e.g. English website,
designation of specific personnel to collect
and disclose corporate information,
implementation of a spokesperson system,
disclosure of investor conferences on the
Company’s website)?
(III) Has the Company announced and reported
annual financial statements within two
months after the end of a fiscal year, and
announced and reportedQ1, Q2, Q3
V
V
V
(I)
The Company has set up a website
(www.rexon.net) and disclosed the information on
our financial, operational and corporate
governance information.
(II)
We have set up our website and provided relevant
English and Chinese information as a reference for
our shareholders and stakeholders. Mr. Tank
Chuang, a vice president of the Company, is
designated to serve as the spokesman and Mr. Hsu
Sen-Yuan as the deputy spokesman. The public
relation department is responsible for maintaining
the channels of communication with the media.
Any material information that may affect the
shareholders and stakeholders are disclosed timely
and adequately. The Company has established the
“Material Internal Information Handling
Procedure” to govern the handling of material
internal information. This management procedure
has been communicated to all the employees,
managerial officers and directors.
(III) The Company has made announcements and
submitted reports within the required timeframe.
The 2024 financial statements were announced in
February2025.
(I) No significant
deviation
(II) No significant
deviation
(III)No significant
deviation
  • 22 -

Two. Corporate Governance Report

Operation Operation Operation Reasons for the
Yes No deviations from
the Corporate
Evaluation item Governance Best

Summary
Practice Principles
for TWSE/TPEx
Listed Companies
financial statements and the operating status
of each month in advance of the prescribed
deadline?
VIII. Does the Company have other information
that enables a better understanding of the
Company’s corporate governance practices
(including but not limited to employee
rights, employee care, investor relations,
supplier relations, stakeholders’ rights,
continuing education of directors and
supervisors, implementation of risk
management policies and risk assessment
standards, implementation of customer
policies, and insuring against liabilities of
Company’s directors and supervisors)?
V I.
Employee rights: In addition to protecting the legal
rights of the employees according to the Labor
Standards Act, the Company has set up the
Employee Welfare Committee to provide various
benefits for employees.
II.
Employee care: The Company has established a
good relationship of mutual trust and
independence with our employees through the
employee welfare system and education and
training system. We also arrange health checkup
on a regular basis.
III.
Investor relations: A spokesman and deputy
spokesman system has been set up for outward
relationship and communication, and a person has
been designated to disclose the information of the
Company on the MOPS according to laws and
regulations.
IV.
Supplier relations: The Company will continue to
maintain a good relationship with the suppliers
based on the principles of mutual trust and benefit.
V.
Stakeholders’ rights: The Company maintains
smooth communication and recommendation
channels with the stakeholders to protect the legal
rights that they deserve. A spokesman and deputy
spokesman system has been set up for answering
the questions and dealing with the
recommendations that shareholders raise.
VI.
Continuing education of directors: The Company
encourages the directors to take continuing
education courses. The continuing education
courses that the directors of the Company took in
2024 included the ESG information disclosure
trends and norms, global economic conditions and
industry prospects, net-zero sustainable talent
training classes, sustainable development practical
seminars, legal liability for corporate financial
reporting crimes, and judicial investigation and
evidence collection litigation cases, etc.
VII. Implementation of risk management policies and
risk assessment standards: The Company has
established the SOP and an internal management
system in line with relevant laws and the actual
operational requirements. In addition to organizing
education and training to ensure the correct
concept of the employees, we promote and
implement different risk management regulations
to reduce the risk that may occur to our finance
and business. In addition, the internal auditors
checks the implementation of the Company’s risk

No significant
deviation
  • 23 -

Two. Corporate Governance Report

Operation Operation Operation Reasons for the
Yes No deviations from
the Corporate
Evaluation item Governance Best

Summary
Practice Principles
for TWSE/TPEx
Listed Companies
management regulations. The Company makes
improvement for the deficiencies, performs proper
assessment, and effectively supervises the
operation of the risk management mechanism.
VIII. Implementation of customer policies: The
Company protects the confidentiality of the
customers strictly. For the customers who have a
competitive relationship with each other, designs
are conducted in different specific sections and
firewalls are built for this purpose.
IX.
The Company takes out liability insurance for our
directors and supervisors. These have been
reported on the MOPS.
X.
Internal and external education and training on
ethical management have been organized
(including the courses on ethical management,
corporate governance, professional ethics and
security management, and accounting system and
internal control.)
IX.
Improvements made based on the corporate governance evaluation result announced by the Corporate Governance Center of TWSE
in the most recent year, and the prioritized improvements and measures for the areas to be improved. There is no needed to be
described for the companies that are not included in the evaluation):
1.
Improvements that the Company has made:
A.
Board member diversity policy.
B.
English disclosure of interim financial reports.
C.
Director and management succession plan.
D.
CSR.
E.
Setup of an information security risk management framework.
2.
Prioritized improvements and measures for the areas to be improved:
A.
Disclose the policy on linking senior executive compensation with ESG-related performance evaluations.
B.
Establish written rules for financial operations with relatedparties.
  • 24 -

Two. Corporate Governance Report

Table 1: The implementation status of the diversity policy on the composition of the Board members


Name

Nationality

Gender

Employee
status

Age

Age

Term of
office for
independent
directors

Term of
office for
independent
directors

The
ability to
make
judgments
about
operations

Accounting
and
financial
analysis
ability

Business
management
ability
Crisis
management
ability
Knowledge
of the
industry
International
market
perspective
Leadership
ability
Decision-
making
ability
41-
50
51-
60
61-
70
71-
80
Less
than
3
years
3 to
9
years
Wang Kuan-
Hsiang
R.O.C. Male V V V V V V V V V V
Wang Kuan-
Chua
R.O.C. Female V V V V V V V V V V
Huang Chin-
Hsiang
R.O.C. Male V V V V V V V V V V
Chen Chun-
Wei
R.O.C. Male V V V V V V V V V
Kuo Pu-Chao R.O.C. Male V V V V V V V V V V
Yang Ching-
Chi
R.O.C. Male V V V V V V V V
Lee Cherng R.O.C. Male V V V V V V V V V
Wu Chwan-
Chyuan
R.O.C. Male V V V V V V V V V
Chen Li-Tsung R.O.C. Male V V V V V V V V V

Table 2: Assessment criteria of CPA independence


Serial
no.


Assessment item
CPA ChenCheng-
Hsueh
CPA
ChangTzu-Hsin
1 Not a director or supervisor of the Companyor our affiliates. Yes Yes
2 Not a director or supervisor of the Company or our affiliates (except for an independent director of the Company, or
the parent of the Company, or a subsidiary in which the Company directly or indirectly holds more than 50% voting
shares.)
Yes Yes
3 Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children,
or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares
of the Companyor ranks as one of the Top10 shareholders.

Yes
Yes
4 Not a spouse, or relative within the second degree of kinship, or lineal relative within the third degree of kinship, of
any persons under theprecedingthreeparagraphs.
Yes Yes
5 Not a director, supervisor or employee of an corporate shareholder holding more than 5% of the issued shares of the
Company,or of anyTop5 corporate shareholders.
Yes Yes
6 Not a director, supervisor, managerial officer, or shareholder holding more than 5% of the issued shares of a specific
companyor institution that has a financial or business relationshipwith the Company.
Yes Yes
7 Not a spouse nor a relative within the second degree of kinshipof another director. Yes Yes
8 None of the circumstances under Article 30 of the Company. Yes Yes
9 Not elected in the capacity of a government agency, a juristic person, or a representative thereof, as provided in
Article 27 of the CompanyAct;
Yes Yes
10 Other valid reference information: CPA’s Statement of Independence Yes Yes
  • 25 -

Two. Corporate Governance Report

  • (IV). If the Company has a compensation committee, its formation and operation shall be disclosed:

1. Information on Compensation Committee members:

CriteriaStatus
Name
CriteriaStatus
Name
Professional qualifications
and experience
Independence Number of other public
companies where the person
also serves in a compensation
committee
Independent
director
(convener)
Lee Cherng An instructor or higher up in a
department of business, law, or other
academic department required for the
business of the Company in a public or
private junior college, college, or
university, without the circumstances
under Article 30 of the Company Act.
1.
The person and his/her spouse or relatives within the second degree of kinship are
not the directors, supervisors or employees of the Company or any of its affiliates.
2.
The independent director or his spouse or relative within the second degree of
kinship does not hold any stocks of the Company on his/her own or in the name of
others.
3.
The independent director is not a director, supervisor or employee of any company
that has a specific relationship with the Company (with reference to Article 3,
Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of
Independent Directors and Compliance Matters for Public Companies).
4.
The independent director did not receive compensation for providing the Company
or affiliates with commercial, legal, financial, accounting or related services in the
most recent twoyears.
3
Independent
director
Wu Chwan-
Chyuan
CPA or other professional or technical
specialists who have passed a national
examination and have been awarded a
certificate in a professional capacity
that is necessary for the business of the
Company, without the circumstances
under Article 30 of the Company Act.
1.
The person and his/her spouse or relatives within the second degree of kinship are
not the directors, supervisors or employees of the Company or any of its affiliates.
2.
The independent director or his spouse or relative within the second degree of
kinship does not hold any stocks of the Company on his/her own or in the name of
others.
3.
The independent director is not a director, supervisor or employee of any company
that has a specific relationship with the Company (with reference to Article 3,
Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of
Independent Directors and Compliance Matters for Public Companies).
4.
The independent director did not receive compensation for providing the Company
or affiliates with commercial, legal, financial, accounting or related services in the
most recent twoyears.
1
Independent
director
Chen Li-Tsung An instructor or higher up in a
department of business, law, or other
academic department required for the
business of the Company in a public or
private junior college, college, or
university, without the circumstances
under Article 30 of the Company Act.
1.
The person and his/her spouse or relatives within the second degree of kinship are
not the directors, supervisors or employees of the Company or any of its affiliates.
2.
The independent director or his spouse or relative within the second degree of
kinship does not hold any stocks of the Company on his/her own or in the name of
others.
3.
The independent director is not a director, supervisor or employee of any company
that has a specific relationship with the Company (with reference to Article 3,
Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of
Independent Directors and Compliance Matters for Public Companies).
4.
The independent director did not receive compensation for providing the Company
or affiliates with commercial, legal, financial, accounting or related services in the
most recent twoyears.
None
Director Yang Ching-Chi Work experience in business, law, or
other areas required for the business of
the Company without the
circumstances under Article 30 of the
Company Act.
1.
The person and his/her spouse or relatives within the second degree of kinship are
not the directors, supervisors or employees of the Company or any of its affiliates.
2.
The independent director or his spouse or relative within the second degree of
kinship does not hold any stocks of the Company on his/her own or in the name of
others.
3.
The independent director is not a director, supervisor or employee of any company
that has a specific relationship with the Company (with reference to Article 3,
Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of
Independent Directors and Compliance Matters for Public Companies).
4.
The independent director did not receive compensation for providing the Company
or affiliates with commercial, legal, financial, accounting or related services in the
most recent two years.
1

Note 1:Professional qualifications and experience:Describe the professional qualifications and experience of individual directors and supervisors. If they are

  • 26 -

Two. Corporate Governance Report

members of the audit committee and have accounting or financial expertise, they should describe their accounting or financial background and work experience, and also explain whether they have not met the requirements of Article 30 of the Company Act.

Note 2:Independent directors should describe the circumstances that satisfy their independence, including but not limited tothe person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or employees of the Company or any of its affiliates ; the independent director or his spouse or relative within the second degree of kinship does not hold any stocks of the Company on his/her own or in the name of others; whether the independent director is not a director, supervisor or employee of any company that has a specific relationship with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); the independent director did not receive compensation for providing the Company or affiliates with commercial, legal, financial, accounting or related services in the most recent two years.

Note 3:For disclosure methods, please refer to the Best Practice Reference Examples on the TWSE website.

Criteria More than 5 years of work experience and following professional More than 5 years of work experience and following professional More than 5 years of work experience and following professional Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2) Compliance with independence requirements (Note 2)
qualifications

An instructor or
higher up in a
A judge, public
prosecutor, attorney,
Work experience
in business, law,
1 2 3 4 5 6 7 8 9 10
department of certified public finance, Number of
Status commerce, law, accountant, or other accounting, or other public
finance, accounting, or
professional or
other areas
companies
other academic technical specialist required for the
where the
(Note 1) department related to who has passed a business of the person also
company business in a national examination Company
serves in a
public or private and has been awarded a compensatio
junior college, college,
certificate in a
n committee
or university professional capacity
that is necessary for the
Name
business of the
Company.
Independent
director
Wu Chwan-Chyuan V V V V V V V V V V V V 1
Independent
director
Lee Cherng V V V V V V V V V V V V 3
Independent
director
Chen Li-Tsung V V V V V V V V V V V V 0
Director YangChing-Chi V V V V V V V V V V V 1

Note 1: Please fill in the column under “Status” with “director,” “independent director” or “others”. Note 2: Place a “V” in the box if the member met the following conditions at any time during active duty and two years prior to the date elected. (1) Not a director or supervisor of the Company or our affiliates.

(2) Not a director or supervisor of the Company or our affiliates (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.) (3) Not a natural-person shareholder who holds shares, together with those held by his/her spouse, minor children, or held by the person under others' names, in an aggregate of 1% or more of the total number of issued shares of the Company, or ranking among the top 10 natural-person shareholders in holdings.

(4) Not a spouse, or relative within the second degree of kinship, or lineal relative within the third degree of kinship, of an executive officer falling under Point (1) above, or of any of the persons in Point (2) or (3) above.

(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or ranks as one of its top five shareholders, or designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)

(6) In case a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person, not a director, supervisor, or employee of that other company. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)

(7) In case the President, General Manager, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses, not a director, supervisor or employee of that other company or institution. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.) .

(8) Not a director, supervisor, or managerial officer, or a shareholder directly holding 5% or more of the shares, of any specific company or institution that has a business or financial relationship with the Company. (The same does not apply, however, in cases where the specific company or institution holds 20% or more and not more than 50% of the total number of the Company's issued shares and is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)

(9) Not a professional individual who, or an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company in the most recent two years with an accumulated service compensation of NT$500,000 or less, or a spouse thereof; provided that this restriction does not apply to a member of the Compensation Committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations. .

(10) None of the circumstances under Article 30 of the Company. Not a director or supervisor of the Company or our affiliates.

  • 27 -

Two. Corporate Governance Report

  1. Information on the operation of the Compensation Committee

  2. (1). The Compensation Committee of the Company is comprises of 4 members.

  3. (2). Term of office of the current Committee members: May 30, 2023 to May 29, 2026; the Compensation Committee held 3 meetings (A) in the most recent year (2024). The qualifications of the members and their presence status are as follows:

Title
Actual number of Number of Actual presence rate
Name Remarks
presence (B) presence by (%) [/]
proxy
Convener Lee Cherng 3 0 100%
Member Wu Chwan-Chyuan 3 0 100%
Member Chen Li-Tsung 3 0 100%
Member Yang Ching-Chi 2 0 67%
Other matters to be specified:
I. If the Board of Directors does not adopt or revise the suggestions of the Compensation Committee, the date, term and proposal of the Board of Directors
meeting, the Board of Directors resolution and actions taken by the Company on the Compensation Committee’s opinions shall be specified (if the amount
of remuneration adopted by the Board of Directors is higher than that suggested by the Compensation Committee, the differences and reasons must be
indicated): None.
II. For any resolution of the Compensation Committee for which dissent or reservation is expressed by any of the members and recorded in the minutes or
a written statement, the date, term and proposal of the Compensation Committee meeting, opinions of all members and actions taken on such opinions
shall be specified: None.

I. If the Board of Directors does not adopt or revise the suggestions of the Compensation Committee, the date, term and proposal of the Board of Directors meeting, the Board of Directors resolution and actions taken by the Company on the Compensation Committee’s opinions shall be specified (if the amount of remuneration adopted by the Board of Directors is higher than that suggested by the Compensation Committee, the differences and reasons must be indicated): None.

II. For any resolution of the Compensation Committee for which dissent or reservation is expressed by any of the members and recorded in the minutes or a written statement, the date, term and proposal of the Compensation Committee meeting, opinions of all members and actions taken on such opinions shall be specified: None.

(3). Discussion matters and resolutions of the Compensation Committee in 2024, and the actions of the Company on the opinions of the Committee members:

Date Proposal Resolution Actions of the
Company on the
Compensation
Committee’s opinions
2024.02.27
1st meeting in 2024
Proposal for the distribution of the measurement to the
employees and directors in 2023.
All the present members
approved the proposal
unanimously when the
chairperson asked for their
opinions.
N/A
2024.05.08
2nd meeting in 2024

Proposal for the directors' and managers' compensation
distribution in 2023.
All the present members
approved the proposal
unanimously when the
chairperson asked for their
opinions.
N/A
2024.11.06
3rd meeting in 2024
Proposal for the adjustment of the remuneration to the
managerial officers.
Proposal for the distribution of the measurement to the
employees and directors in 2024.
All the present members
approved the proposal
unanimously when the
chairperson asked for their
opinions.
N/A
  1. Information about the members of the nomination committee and its operation: N/A

  2. 28 -

Two. Corporate Governance Report

(V). Promotion and implementation status of sustainable development, deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such deviations:

  1. Operation of the Sustainability Committee.

  2. (1). The Sustainability Committee is composed of 3st independent directors and 3stdirectors, and holds at least one meeting every year. The cores of the annual tasks are described below:

    • A. Formulation of the company’s sustainable development policy.

    • B. The sustainable development of the company includes the formulation of sustainable governance, honest management, environmental and social goals, strategies and execution plans.

    • C. Review, track and revise the implementation and effectiveness of the company's sustainable development, and report to the board of directors regularly.

    • D. Pay attention to issues of concern to all stakeholders, including shareholders, customers, suppliers, employees, governments, non-profit organizations, communities, and the media, and supervise communication plans.

  3. (2). Operation of the Sustainability Committee:Recent year (2023)The Sustainability Committee was established on Nov 7, 2023.

the Compensation Committee held 2 meetings (A) in the most recent year (2024). The qualifications of the members and their presence status are as follows:


Actual number of

Actual number of

Actual number of

Actual number of

Number of
Actual presence (attendance)
Title Name presence presence by Remarks
rate (%) [B/A]
(attendance) B proxy
Director WangKuan-Chua 2 0 100%
Independent director Lee Cherng 2 0 100%
Independent director Wu Chwan-Chyuan 2 0 100%
Independent director Chen Li-Tsung 2 0 100% Video
Director WangKuan-Hsiang 2 0 100%
Director YangChing-Chi 2 0 100%
Implementation status (Note 1) Deviations
Yes No from the
Sustainable
Development
Best Practice
Implementation item Principles for
Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
I. Does the Company have a governance structure that
promotes sustainable development and have a
dedicated unit or designate an existing unit for the
task of sustainable development promotion? Does
the Board of Directors of the Company authorize
the top management to handle relevant matters?
How does the Board of Directors conduct
supervision?







V
1.The Company’s governance structure for promotion of sustainable
development: The Board of Directors is the highest decision-making
body for issues related to sustainable development. In November 2023,
a functional committee, the "Sustainable Development Committee",
was established. Director Wang Guanjuan serves as the chairman.
Together with several directors from different fields, they review the
company's core operating capabilities and formulate mid- and long-
term sustainable development plans. The Sustainability Office is
responsible for assisting in the planning and implementation of
sustainable development strategies, while the Lishan Sustainability
Management Committee (Lishan ESG Committee for short) is
responsible for promoting implementation.
2.The implementation status of the Company’s organizations is
described below:
(1)The name and establishment date of the dedicated sustainable
developmentpromotion units and the authorization from the Board of













No significant
deviation
  • 29 -

Two. Corporate Governance Report

Implementation status (Note 1) Deviations
Yes No from the
Sustainable
Development
Best Practice
Implementation item Principles for
Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
Directors: The Rexon Sustainable Operations Committee.
(2)The composition and operation of the promotion unit and its
implementation status in the current year (e.g. work plans and
functions). The managerial officers at the highest level of respective
functions provide customers with competitive innovative products and
services. They show forth their influence on the green environmental
protection among the suppliers; provide safe and healthy environment;
enable employees to fully develop themselves and grow with the
Company; ensure good corporate governance; protect the rights and
interests of the stakeholders; and prepare work plans for participation
in social welfare activities: To create sustainable growth, green
operations, attract people with talent, facilitate co-prosperity and
common good, and ensure the value of charity and sharing.
(3)The frequency at which the promoting unit reports to the Board of
Directors (at least once a year), or the date on which it reports to the
Board of Directors in the current year: At least twice a year; it reported
on February 27, 2024 and August 7, 2024.
3. The chairperson of the ESG Committee is designated by the
President. The members comprise the senior managerial officers of the
Company. The chairperson regularly reports the strategies, objectives
and management guidelines on sustainable development to the Board
of Directors, and reviews the implementation status of the actions.
4. The Chairman of the Sustainability Committee reports to the Board
of Directors on the implementation results of sustainable development
and future work plans every six months. Two meetings were held in
2024, and the agenda included:
(1) Identify sustainable development issues that require attention and
formulate action plans;
(2) Goals, policies, and action plans for sustainability-related issues
(3) Supervise the implementation of sustainable business matters and
evaluate the execution status.






















II.
Does the Company conduct risk assessment for
environmental, social and corporate governance
issues related to the Company’s operations in
accordance with the materiality principle, and
formulate relevant risk management policies or
strategies?





V
This disclosure covers the company’s sustainable development
performance at its major locations from January to December 2024.
The risk assessment boundary is primarily the Company, including
Taiwan. Based on the relevance to our core business and the degree
of impact on major topics, our subsidiary, Rexon Technology Co.,
Ltd., is also included in this scop.
The Sustainability Committee analyzes the sustainability report based
on the materiality principle and communicates with internal and
external stakeholders.
We evaluate material ESG issues byreviewingdomestic and foreign

No significant
deviation
  • 30 -

Two. Corporate Governance Report

Implementation status (Note 1) Deviations
Yes No from the
Sustainable
Development
Best Practice
Implementation item Principles for
Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
research reports and literature, and by integrating the evaluation data
from various departments and subsidiaries.
Material ESG issues are evaluated, and risk management policies are
formulated for effective identification, measurement, evaluation,
supervision, and control. Specific action plans are then adopted to
mitigate the impact of related risks.
Based on the results of the 2024 risk identification, the important
topics for this year can be covered in three main themes:
1. Technology upgrade and expansion: mainly includes new
technologies, new materials, new equipment, new patents and other
related matters. The company is committed to extending existing
technologies to applications and products in different industries; and
strengthening the company's R&D capabilities by introducing
external new technologies and importing new equipment.
2. Declining birthrate: mainly for the selection, training and retention
of human resources. Within the company, we retain experienced and
excellent human resources through the policy and implementation of
talent cultivation and retention, and improve the availability of
human resource scheduling through multi-skilled worker training;
outside the company, we actively absorb new generation talents by
recruiting outstanding talents.
3. Political and economic risks: mainly include global trade wars,
inflation and market changes, and how they may affect customer
choices. The company will carefully evaluate and formulate response
measures to turn the crisis into an opportunity. Every change is a new
opportunity. The company will also diversify its operating risks by
establishingnewproduction bases in Southeast Asian countries.
III. Environmental issues
(I)
Does the Company have an appropriate
environmental management system established in
accordance with its industrial characteristics?
(II)
Is the Company dedicated to enhancing energy
efficiency and using recycled materials with low
impact on the environment?




V
V
(I)
The Company implemented the ESH management system and
acquired the ISO 14000 certificate in 1999, and ISO 14001
certificate in 2023. The recycle, disposal and use of waste are
performed in accordance with the laws and regulations
governing the environmental management system and
environmental protection. We review the implementation
effectiveness whenever necessary and make improvement
continually. A environment and safety department has been set
up as the dedicated management unit.
(II)
The Company is dedicated to enhancing energy efficiency and
using recycled materials with low impact on the environment:
A. Increase the proportion of green energy use, reduce carbon
footprint,promote energyself-sufficiency, improve corporate


No significant
deviation
No significant
deviation
  • 31 -

Two. Corporate Governance Report

Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations
Yes No from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
Implementation item
Summary
(III)
Does the Company assess the current and future
risks and opportunities which climate change
potentially brings to the Company? Does the
Company take measures in response to climate-
related issues?
(IV)
Does the Company make statistics of the
greenhouse gas emissions, water consumption
and total waste weight in the past two years? Does
the Company have policies for energy saving and
carbon reduction, reduction of greenhouse gas
emissions, reduction of water consumption, or
other waste management policies?









V
V
(III)
(IV)
Water
energy efficiency, reduce power consumption, and reduce
carbon emissions. Through the above, we support companies
to achieve ESG (environment, society, governance)
sustainable development commitments and contribute to
global environmental protection and sustainable use of
resources.
B. Introduction of solar panels and green energy management
Green energy generation accounts for 19.57% of electricity
consumption.
C. Upgrade of air-conditioning equipment and smart
electricity management strategy: The energy saving from air-
conditioning replacement is 33,000 kWh.
D. Traditional lighting equipment is replaced with energy-
saving LED lamps: The replacement rate of lamps in
buildings is 22.14%.
The replacement rate of lamps in the factory area is 69.57%
In response to the climate change, the Company has introduced
new processes, performed automation, eliminated ol
equipment and replaced it with new energy-saving equipment
enhanced management and recycle of waste, and developed
green products.A detailed description of the climate change risk
and opportunity analysis has been disclosed in the Company'
Sustainability Report.
In 2024, the Company commissioned SGS (SGS Taiwan Ltd.
to perform GHG inventory and carbon footprint verification. In
addition to acquiring the ISO 14064 certificate, we statistically
calculate the GHG emissions and the weight of the waste ever
year, and establish the annual reduction goal to optimize th
environmental performance year by year.
consumption in thepast twoyears(unit:million liters)
:

d
,


s
)


y
e



r
e
No significant
deviation
No significant
deviation
Year Water
intake
Displacement water
consumption
2022 10,588 3,742 6,846
2023 10,293 3,416 6,877
Waste consumption in thepast twoyears(unit:tonnes)
Year Hazardous
waste
Non-Hazardous
waste
Total amount
declared
2022 19.14 3.66 22.80
2023 (Note 1) 3.90 3.90
We have established water pollution prevention and
managementmeasures. The water mainly come from Liyutan
Reservoir and issupplied by Taiwan Water Corporation. No
industrial wastewater isgenerated from the production line o
manufacturing process. Thewastewatergenerated from th
  • 32 -

Two. Corporate Governance Report

Implementation status (Note 1) Deviations from the Sustainable Development Best Practice Implementation item Principles for Yes No Summary TWSE/TPEx Listed Companies and reasons for such deviations factory mainly comes from water forthe daily life of the employees. To assess the impact on the watersource area, we refer to the "Aqueduct Water Risk Atlas" of the WorldResources Institute. It shows that the water risk level of the Dali Industrial Area in Taiwan is low to medium (Level 1-2). Therefore,Rexon did not bring about immediate risk or significant impact on theenvironment or water resources during the period from 2021 to 2023.We cooperate with third-party environmental monitoring companiesthat comply with laws and regulations to conduct long-term testingand control of domestic wastewater to ensure that it meets thedischarge standard. The treated domestic wastewater is directly discharged into the local surface water body. We haveestablished the "Waste Management Regulations". All the employees of Rexon shall follow and implement these management regulations properly. To ensure that the waste generated from the factory can be controlled from the source, during the transport,at the stage of final disposal, and in the aspect of the impact on pollution of external environment, Rexon selects qualified waste transport anddisposal service providers, and records and manages transport and disposal data properly to meet the essential requirements of the ISO 14001 EMS policy, and we take the reduction ofindustrial waste as the first consideration. We continue to assess the possibility of reducing waste generation from the production process andconsider the proper disposal of waste as a last resort. For example, we can control and verify the waste removal and disposal flow through awaste disposal form and the GPS function, and arrange visits and audits of waste treatment plants from time to time to ensure that the waste isproperly processed and that we can fulfill our responsibilities as a waste management body. (Note 1: Only a very small amount of hazardous waste, about 100 gallons (400 liters) on average every year, is generated from the chemicals needed for the production process. Itis estimated that hazardous waste is declared for disposal once every three years on average. Hence, no hazardous waste was declared andgenerated in 2023.) IV. Social issues (I) Does the Company have management policies V (I) Rexon is committed to following international human rights No significant and procedures in accordance with relevant standards, including the United Nations Universal Declaration deviation

  • 33 -

Two. Corporate Governance Report

Implementation status (Note 1) Deviations
Yes No from the
Sustainable
Development
Best Practice
Implementation item Principles for
Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
regulations and international human rights
conventions?
(II)
Does the Company establish and implement
reasonable employee benefit measures (including
remuneration, leave and other benefits)? Is the
operating performance or results properly
reflected in the remuneration for employees?





V
of Human Rights, the United Nations Global Compact and the
International Labor Organization Declaration on Fundamental
Principles and Rights at Work, and complying with relevant
laws and regulations. We strive to maintain harmonious labor-
management relations, achieve equal rights in the workplace,
ensure health and safety in the workplace, and improve the
physical, mental and spiritual balance of our employees. We
have established company management regulations, including
"Work Rules", "Prevention Plan for Illegal Harm in
Performance of Duties" and "Human Resources Management
Regulations", which clearly declare the protection of
employees' human rights. In order to strengthen employees'
awareness of human rights and protect their rights from
infringement, we have established a diversified and effective
communication mechanism, a sound salary and benefits
system, and provided training and development opportunities
and courses.The human rights management policies and
specific plans are summarized as follows: In 2023, the
government revised the laws related to gender equality. In
order to promote gender equality measures in a more
systematic manner, Lishan established a Gender Equality
Committee that year. In 2024, the Gender Equality Committee
held two meetings to ensure that existing policies were
reviewed and updated, and that their effectiveness was
continuously monitored and evaluated. As of the end of
December 2024, neither Lishan nor Lishan Technology has
received any complaints of employment discrimination. In
2024, the requirements for freedom of association and
collective agreements were included in the management items
of supplier audits. We also promote human rights policies at
supplier conferences and supplier audit management.
(II)
The Company has established and implemented reasonable
employee benefit measures (including remuneration, leave and
other benefits). The employee remuneration policy is
determined in consideration of the personal capability,
contribution to the Company, performance, competitiveness,
and the future operation According to Article 25 of the Articles
of Incorporation, if there is a profit in a fiscal year, the Company
shall allocate at least 5% of the profit as the remuneration to the
employees. It may be distributed in shares or cash as resolved
bythe Board of Directors. The employees of the subsidiaries










No significant
deviation
  • 34 -

Two. Corporate Governance Report

Implementation status (Note 1) Deviations
Yes No from the
Sustainable
Development
Best Practice
Implementation item Principles for
Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
(III)
Does the Company provide employees with a safe
and healthy work environment, and regularly
provide them with safety and health education?
(IV)
Does the Company have effective programs for
development and training regarding employees’
career skills?
(V)
With respect to the issues related to products and
services, such as customer health and safety,
customer privacy, marketing and labeling, does
the Company conform to the relevant regulations
and international standards and establish the
relevant rights protection policies and complaint
procedures for the consumers or customers?
(VI)
Does the Company have a supplier management
policy that requires suppliers to comply with the
regulations concerning environmental protection,
occupational safetyand health or labor rights?














V
V
V
V
who meet certain criteria are entitled to receiving the
remuneration.The board of directors approved a 10% increase
in employee compensation for 2024, to appropriately reflect
operating performance or results in employee remuneration.
(III)
The company has obtained ISO 45001 certification.The
company has followed “Occupational Safety and Health Act”
and set up qualified first-aid personnel and adequate first-aid
kits, and arranged education and training for new employees,
the personnel involved in changes of jobs, and newly appointed
managerial officers in charge of safety and health education and
training. Also, we have set up breastfeeding rooms pursuant to
the “Act of Gender Equality in Employment”. The Company
has established an emergency response team, defined the
emergency response process, and formulated the Industrial
Safety and Health Work Rules to cope with emergencies
including power failure, water supply failure, fire, flood,
typhoon, earthquake, personal injury (that may lead to
temporary or permanent disability, food poisoning, statutory
infectious disease (SARS), water pollution, and other
emergencies that may lead to loss of personal life or property
and environmental pollution. The information on the measures
for protection of the work environment and personal safety.
(IV)
The Company has set up the HR Division, established effective
employee career development and training plans, and
implemented internal and external education and training.In
2024, intensive training for talent echelons and a mentor-
apprentice case experience learning model, the company has
been able to adapt more flexibly to future challenges and ensure
long-term competitiveness.
(V)
The Company observes relevant laws and international
standards. The product-related consumer rights and services are
dealt with directly by brand customers.
(VI) Promote the supply chain's understanding and practice of
sustainability, fully implement the evaluation mechanism, and
strengthen the sustainability capabilities of the supply chain. In
2024, the "Supplier Code of Conduct" was formulated and
signed by164 companies, and the "Social ResponsibilitySelf-



























No significant
deviation
No significant
deviation
No significant
deviation
No significant
deviation
  • 35 -

Two. Corporate Governance Report

Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations
Yes No from the
Sustainable
Development
Best Practice
Implementation item Principles for
Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
What’s the status of its implementation? Assessment Form" was formulated and signed by 120
companies, and new ESG-oriented assessment items were
added. Held an annual supplier conference and sustainable
advocacy meeting, during which the ESG concept was
promoted and advocated to suppliers with three major themes:
"Global Sustainable Development Trends", "Lishan
Sustainable Development Progress" and "Sustainable Initiative
Communication".
V.
Does the Company use internationally accepted
standards or guidelines for preparation of reports
as
reference
in
preparing
the
corporate
sustainability report and other reports disclosing
non-financial information of the Company? Are
assurance or guarantee opinions from any third-
party
verifying
agent
acquired
for
the
aforementioned reports?





V The Company prepares the Sustainability Report in accordance with
the general standards, industry standards and major theme standards
issued by the Global Reporting Initiative (GRI).
No significant
deviation
VI.
In the event that the Company has established sustainable development best practice principles based on the “Sustainable Development
Best Practice Principles for TWSE/TPEx Listed Companies,” please describe the differences between the implementation and the established
principles: The Company implement the corporate social responsibility in accordance with the “Sustainable Development Best Practice
Principles for TWSE/TPEx Listed Companies.”
VII. Other information that enables a better understanding of the Company’s promotion of sustainable development:
For the Company’s various sustainable development operations, please refer to the Company’s website (https://www.rexon.net/) and related
publications(such as: Annual SustainabilityReport,etc.).

Note 1: When “yes” is selected for the implementation status, please specify the important policies, strategies and measures taken and the implementation status thereof; on the other hand, if “no” is selected, please describe the deviations, reasons and

plans regarding the future policies, strategies and measures in the column of “deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof.”

Note 2: The materiality principle means that the issues related to the aspects of environment, society and corporate governance have material impact on the Company’s investors and other stakeholders. Note 3: As for the disclosure method, refer to the best practice references on the website of the Corporate Governance Center of TWSE.

  • 36 -

Two. Corporate Governance Report

(VI). Climate-related information of TWSE/TPEx listed companies

1. Climate-related information and implementation status

Item Implementation status
1. Description of the monitoring and governance that the Board of Directors and
management perform with respect to the climate-related risks and opportunities.
2. Description of the short-term, medium-term and long-term impact of the identified
climate risks and opportunities on the business, strategy and finance of the Company.
3. Description of the impact of extreme climate events and transformation actions on
the finance.
4. Description of how the climate risk identification, assessment and management
processes are integrated in the overall risk management system.
5. If scenario analysis is used to assess the resilience against climate change risks, the
scenario, parameter, assumption,
and analysis factor used as well as the major impact on finance shall be specified.
6. If there is a transformation plan in response to the management of the climate-related
risks, describe the contents of the plan, the indicators used for identification and
management of physical and transformation risks, and the goals.
7. If internal carbon pricing is used as a planning tool, the pricing basis shall be
specified.
8. If any climate-related goals have been set, the information on the activities covered,
the scope of greenhouse gas emissions, the planned schedule, and the progress which
shall be achieved every year shall be specified; if carbon offset or renewable energy
certificate (REC) is used to achieve related goals, the source and amount of the offset
carbon credit or the number of the renewable energy certificate (REC) shall be
specified.
9. The GHG inventory and assurance are provided in 1-1) separately.
With regard to the risk management related to climate
change, the Board of Directors is the highest governance
body and conducts supervision.The ESG Committee
subordinate to the Board of Directors is responsible for
promotion under the supervision of the Board and reports
to theBoard on a regular basis. In 2023, the Sustainability
Office took the responsibility for promotion, checked the
operational aspects and issuesaffected by climate disasters,
formulated action plans, and clarified the impact of the
climate disasters on material operational aspects (suchas
assets and production) in accordance with the Task Force
on Climate-related Financial Disclosures (TCFD). The
Sustainability Office furtherchecked the issues affected
under each operational aspect and the reasons of the impact
in order to reflect the impact of the climate disasters onthe
finance of the Company
Risk ranking 1: Extreme temperatures increase greenhouse
gas emissions costs
Risk ranking 2: Demand for transformation to low-carbon
products and services
Risk ranking 3: Transformation of low-carbon technology,
high-efficiency technology improvement and innovation
Opportunity 1: Use more efficient energy and production
processes
Opportunity 2: Establish a low-carbon material database to
explore sustainable product business opportunities

1-1. GHG inventory and assurance

How to fill out the form

  1. The information on Scope 1 and Scope 2 in the form shall be handled in accordance with the schedule under Article 10, Paragraph 2 of the Regulations. The disclosure of the Scope 3 information is up to the company.

  2. Companies may perform greenhouse gas inventory pursuant to the following standards:

(1) Greenhouse Gas Protocol (GHG Protocol).

(2) ISO 14064 1 issued by the International Organization for Standardization (ISO).

  1. Assurance institutions shall meet the assurance requirements specified by the TWSE and TPEx for the sustainability report.

  2. Subsidiaries can be described individually, aggregately (e.g. by country or region), or in a consolidation manner.

  3. The intensity of the greenhouse gas emissions can be calculated based on unit product/service or revenue. However, the revenue (NTD million) shall be disclosed, at minimum.

  4. The operational bases or subsidiaries that are not incorporated in the calculation of the inventories shall not occupy a percentage of more than 5% in total emissions. These total emissions are calculated based on the compulsory inventory scopes required under the above description item 1.

emissions are calculated based on the compulsory inventory scopes required under the above description item 1. emissions are calculated based on the compulsory inventory scopes required under the above description item 1. emissions are calculated based on the compulsory inventory scopes required under the above description item 1. emissions are calculated based on the compulsory inventory scopes required under the above description item 1. emissions are calculated based on the compulsory inventory scopes required under the above description item 1. emissions are calculated based on the compulsory inventory scopes required under the above description item 1.
7.Forthe assurance, the contents ofthe assurancereportissued by the assuranceinstitutionshallbe extracted and the completereport shallbe attached to the annual report.
Basic information of the company This must be disclosed, at the minimum, in accordance with the “Sustainable
Development Roadmap for TWSE/TPEx Listed Company”.
□The company in the iron and steel and cement industries with a
capital of more than NT$10 billion
□Parent company stand-alone inventory□Subsidiary inventory in consolidated
financial reports
□The company with a capital of more than NT$5 billion and less than
10 billion
□Parent company stand-alone assurance□Subsidiary assurance in consolidated
financial reports
■The Companywith a capital of less than NT$5 billion
Scope 1 Total emissions
(tCO2e)
Intensity
(tCO2e/NTD million) (Note 2)
Assurance institution Assurance status (Note
3)
Parent company 426.1051 0.0635 AA1000
Subsidiary Statistics in progress
Total 426.1051 0.0635
Scope 2 Total emissions
(tCO2e)
Intensity
(tCO2e/NTD million) (Note 2)
Assurance institution Assurance status (Note
3)
Parent company 3,043.2969 0.4537 AA1000
Subsidiary Statistics in progress
Total 3,043.2969 0.4537
  • 37 -
Two. Corporate Governance Two. Corporate Governance Report
Scope 3 Total emissions
(tCO2e)
Intensity
(tCO2e/NTD million) (Note 2)
Assurance institution Assurance status (Note
3)
Parent company 70,448.5887 10.5022 AA1000
Subsidiary Statistics in progress
Total 70,448.5887 10.5022

Note 1:

  • 1.Tucheng Plant was included in 2023. Subsequently,domestic and international sales locations and production sites will be gradually included according to the future greenhouse gas management schedule.

  • The operational control approach is used to define the boundaries, and the calculation method adopts the emission factor approach.

  • The emission factors used are referenced from the Environmental Protection Administration's Greenhouse Gas Emission Factors Management Table (Version6.0.4, June 2019) for different emission sources. Other factors, such as carbon footprint information from the Product Carbon Footprint InformationNetwork, Ecoinvent v3, mass balance calculations, Global Warming Potential (GWP) coefficients from the IPCC Fifth Assessment Report (2021), and carbonemissions from flights based on ICAO data, are used for conversion. In the future, if the government announces new factors, we will comply with theregulations of government agencies and adjust the selection of GWP coefficients accordingly.

  • The emission factor for electricity used at the Taiwan headquarters is 0.494 tonnes of CO2e per kilowatt-hour (announced by the Bureau of Energy, 2023).

  • The greenhouse gas emission intensity is calculated as the annual greenhouse gas emissions divided by the net consolidated revenue for the year (inmillion dollars).

  • 1-2. Greenhouse gas reduction targets, strategies and specific action plans

2023 goals :Supply chain emissionreduction actions – Rexonspares no effort in achievingthe emission reduction goals.We have worked with thesupply chain to implement theemission reduction plan. In2023, Rexon Industrial selected15 key suppliers to collaboratewith the Industrial TechnologyResearch Institute (ITRI)to conduct education andtraining through the "CarbonReduction Workshop" underthe ISO 14064-1 greenhousegas inventory.

Achievementstatus of 2023goals :In 2023, Rexon Industrialand 15 key suppliersworked with the IndustrialTechnology ResearchInstitute (ITRI) to completethe education and trainingthrough the ""CarbonReduction Workshop" underthe ISO 14064-1 greenhousegas inventory.

Specific actions in2023 :A key supplier conference was held in 2023 to discuss climate actions. The Corporate Synergy Development Center wascommissioned to assist 10 suppliers in conducting greenhouse gas inventory and low-carbon diagnosis in December 2023.

Short-termGoals(2024~2025) :

  1. By July 2024, we will complete the greenhouse gas inventory andverification scope for Rexon Industrial Tucheng Plant, based on theyear 2023.

  2. Subsidiary Rexon Technology is expected to complete the greenhousegas inventory and verification for the year 2024 by December 2025.

  3. The plan is to increase the proportion of greenhouse gas inventory fortransportation and product-related emissions in categories 3.1 and 4.1at Rexon Industrial Dali Plant from 80% (baseline year) to 85% by theyear 2025.

  4. Subsidiary Tongxiang Rexon Industrial aims to complete thegreenhouse gas inventory and verification for the year 2025 byDecember 2026.

  5. Subsidiary PTS Industrial aims to complete the greenhouse gasinventory and verification for the year 2026 by December 2027.

  6. The plan is to increase the proportion of greenhouse gas inventory fortransportation and product-related emissions in categories 3.1 and 4.1at Rexon Industrial Dali Plant from 85% (baseline year) to 90% by theyear 2026.

Medium-termand Longterm Goals(2026~2030) :

  1. The plan is to increase the proportion of greenhouse gas inventory fortransportation and product-related emissions in categories 3.1 and 4.1at Rexon Industrial Dali Plant from 90% (baseline year) to 100% by theyear 2027.

  2. By the year 2030, Rexon Industrial Dali Plant aims to use 15% greenenergy.

  3. In accordance with government policies and regulations, the plan is toachieve zero greenhouse gas emissions from all operational sites by2050. ManagementMeasurementMechanism :

Establishment of energy resource reduction goals

  • Prepare implementation budget and establish a cross-company responsible unit.

  • Establish an energy resource team, implement energy resource reduction projects, and follow up on the performanceperiodically.

  • Acquire ISO 14064, ISO 14001 and other management system certifications.

Results

  1. Successfully completed the greenhouse gas inventory according to ISO 14064-1. Obtained the verification statement tovalidate our efforts in these areas.

  2. The greenhouse gas emissions in 2023 increased by 21,405.775 tCO2e compared to the previous year, while the emissionintensity decreased.10.0010 tCO2e/NT$1 million; in addition to benefitting from the increase of revenue in 2023, this was mainly due to theestablishment of an energy resource team, implementation of energy resource reduction projects, and periodical followup on the performance, resulting in specific performance in overall carbon emissions under effective management in2023.

  3. 38 -

Two. Corporate Governance Report

(VII). Implementation of corporate ethical management and measures taken: Implementation status of corporate ethical management, deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such deviations

Operation(Note 1) Reasons for the
Yes No deviations from
the Ethical
Corporate
Management
Evaluation item
Summary Best Practice
Principles for
TWSE/TPEx
Listed
Companies
I.
Development of ethical management policies
and programs
(I)
Are the Company’s guidelines on corporate
conduct and ethics provided in internal
policies and disclosed publicly? Have the
Board of Directors and the senior
management team demonstrated their
commitments to implement the policies?
(II)
Has the Company established an
assessment mechanism for the risk of
dishonesty behaviors? Does the Company
regularly analyze and assess business
activities with a higher risk of dishonesty in
the business scope, and formulate a plan to
prevent dishonesty behaviors, which at
least covers Paragraph 2 of Article 7 in the
“Ethical Corporate Management Best
Practice Principles for TWSE/TPEx Listed
Companies”?
(III) Does the Company establish procedures,
behavioral guidelines, disciplinary actions
and complaint systems in action plans
against unethical conduct? Are the plans
implemented thoroughly and reviewed and
modified regularly?


V
V
V
(I)
The Company has established the
“Ethical Corporate Management Best
Practice Principles” and the “Code of
Ethical Conduct”, and has disclosed
them on the website of the Company
and the MOPS. The ethics are our
core value and the root for operation
of a company. These Principles are
applicable to the directors,
managerial officers, employees and
other related personnel of the
Company.
(II)
The Code of Ethical Conduct
explicitly specifies the prohibited
behaviors, including the principles
and criteria for recusal of conflict of
interest, gifts, entertainment, and
political and charity donations, and
the principles for review of the
violation of ethical conduct.
(III)
The “Procedures for Ethical
Management and Guidelines for
Conduct” of the Company explicitly
specifies the plans for prevention of
unethical conduct, including
procedures,behavioralguidelines,

No significant
deviation
No significant
deviation
No significant
deviation
  • 39 -

Two. Corporate Governance Report

Operation(Note 1) Reasons for the
Yes No deviations from
the Ethical
Corporate
Management
Evaluation item
Summary Best Practice
Principles for
TWSE/TPEx
Listed
Companies
disciplinary actions and complaint
systems. The Company has
established the “Whistleblowing
Case Management Regulations”. The
Audit Office is responsible for setting
up internal and external
whistleblowing channels and
handling procedures for the
Company.
II. Implementation of ethical management
(I) Does the Company assess the ethics of all
counterparties it has business relationships with?
Are there any clauses of ethics in the agreements
the Company enters into with business partners?
(II) Has the Company set up a dedicated unit in
charge of the implementation of the ethical
corporate management under the Board of
Directors? Does the unit report to the Board of
Directors regularly (at least once a year) on the
ethical management policy, the plan for prevention
of unethical conduct, and the supervision of the
implementation?
(III) Does the Company have policies to prevent
conflict
of
interest,
provide
adequate
communication channels, and implement the
policies?













V
V
V
(I) As the “Rexon Group Employee Code of
Conduct” of the Company specifies, the
Company shall fully understand the ethical
management of the counterparty with whom
an agreement is entered into, and it is
advisable to incorporate ethical management
in the provisions of the agreement or
explicitly specify ethical requirements.
(II) The HR Division is designated as the
responsible unit for establishment of ethical
management policies and related measures,
and shall take the responsibility for
supervision
of
their
implementation.
Substantial violations, if any, shall be
reported to the Board of Directors. No
substantial violations are identified up to now.
(III) The Company has expressed the concern
about conflict of interest in the ethical
management policy. The conditions / criteria
of the conflict of interest is specially described
in our Code of Ethical Conduct and relevant
personnel are requested to avoid it. The
employees who become aware of anyconflict















No significant
deviation
No significant
deviation
No significant
deviation
  • 40 -

Two. Corporate Governance Report

Operation(Note 1) Reasons for the
Yes No deviations from
the Ethical
Corporate
Management
Evaluation item
Summary Best Practice
Principles for
TWSE/TPEx
Listed
Companies
(IV) Has the Company established effective
accounting and internal control systems for the
implementation of ethical management? Does the
internal audit unit of the Company prepare audit
plans according to the assessment result of
unethical
conduct
risks,
and
audit
the
implementation of the unethical conduct prevention
plans and the compliance thereto accordingly, or
hire external auditors to audit such execution and
compliance?
(V) Does the Company organize internal or
external education and training on a regular basis
to maintain ethical management?









V
V
of interest or face similar situations are
requested to report to his/her immediate
supervisor, the highest head of the human
resource unit, or the Board of Directors.
(IV) Assessment and self-inspection of the
internal control system, including the
accounting system, are performed based on
the ethical management principles with
respect to the design and implementation
effectiveness of the systems. Amendment is
performed, if necessary. The audit unit is
responsible for review.
(V) All the new employees must take pre-
service training on the date when they take
office,130 people have been implemented in
2024 years.The Company organizes education
and
training
on
ethical
management
regularly,54 people have been implemented in
2024years.















No significant
deviation
No significant
deviation
III. Operation status of the whistleblowing system
(I) Has the Company set up a specific
whistleblower reporting and reward system and a
convenient reporting channel, and designated
appropriate personnel to deal with reported
matters?
(II) Has the Company developed any standard
investigation procedures for reported misconduct,
defined follow-up actions to be taken following the
completion
of
the
investigation,
or
had
confidentiality systems in place?








V
V
(I) The Company has established the
“Ethical Corporate Management Best
Practice Principles” and the whistleblowing
system. Misconduct can be reported to the
audit department in writing and by email.
(II) The Company has established the
“Ethical Corporate Management Best
Practice Principles” and the whistleblowing
system. The confidentiality of the
whistleblower’s identity and the contents that
he/she reports, the actions to be taken after
the investigation,and relevant nondisclosure
No significant
deviation
No significant
deviation
  • 41 -

Two. Corporate Governance Report

Operation(Note 1) Operation(Note 1) Operation(Note 1) Reasons for the
Yes No deviations from
the Ethical
Corporate
Management
Evaluation item
Summary Best Practice
Principles for
TWSE/TPEx
Listed
Companies
(III) Has the Company adopted any measures to
protect whistleblowers from being improperly
treated due to whistleblowing?
V mechanisms are all specified explicitly.
(III) The Company has established the
“Ethical Corporate Management Best
Practice Principles” and the whistleblowing
system, and has adopted measures to protect
whistleblowers from being improperly
treated due to whistleblowing?
No significant
deviation
IV. Enhancement of information disclosure
(I) Has the Company disclosed its ethical
management principles and implementation results
on the website and MOPS?

V
The Company has made the disclosure on
our website.
No significant
deviation
V. In the event that the Company has established ethical management principles based on the “Ethical Corporate Management
Best Practice Principles for TWSE/TPEx Listed Companies,” please describe its current practices and any deviations from the
established principles:
None
VI. Other important information that is helpful to understand the implementation of the ethical corporate management: (e.g.
review and amendment of the Ethical Corporate Management Best Practice Principles established by the Company)
A. Supplier: The Company and the suppliers are engaged in business activities in a fair and transparent manner.
B.
Employee: Dissemination is performed on a regular basis to help them fully understand the determination,
policy, and prevention plan of the Company and the consequence of violation.
C.
Investor: The Company has set up a website to disclosure the general situation, basic information, and
financial information of the Company. The information of the Company is disclosed on the MOPS in a
timely, open, and transparent manner.
D. Consumer: The Company has set up a hotline and a customer service mailbox to provide a transparent and
effective consumer complaint channel.
E.
Management regulations: Each department prepares an SOP, authority of approval, internal audit system, and
other relevant regulations.
  • 42 -

Two. Corporate Governance Report

(VIII). Other information that enables a better understanding of the Company’s corporate governance:

  • (1). The Company has established the “Material Internal Information Handling Procedure” to govern the handling and disclosure mechanism for material internal information. It is established as a standard for the directors, managerial officers and employees to follow.

  • (2). Continuing education of directors and managerial officers

Title Name Date of course Organizer Title of course Hours
of
course
President Wang
Kuan-
Hsiang
2024/04/17 Taiwan Institute of
Directors
Benchmark Learning: How to
achieve breakthrough growth
from core technologies
3
Director Chen
Chun-
Wei
2024/04/17 Taiwan Institute of
Directors
Benchmark Learning: How to
achieve breakthrough growth
from core technologies
3
Independent
director
Lee Cherng 2024/05/16 Taiwan Institute of
Directors
The latest securities trading law
and corporate governance -
analysis of the responsibilities
and obligations of the board of
directors
3
Director Yang
Ching-
Chi
2024/07/31 Taiwan Corporate
Governance Association
Discussion on how to
strengthen corporate
governance from penalty cases
- food safety and environmental
safety
3
President Wang
Kuan-
Hsiang
2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
IndustryOutlook
3
Director Wang
Kuan-
Chua
2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
Industry Outlook
3
Director Huang
Chin-
Hsiang
2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
Industry Outlook
3
Director Chen
Chun-
Wei
2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
Industry Outlook
3
Director Kuo Pu-Chao 2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
Industry Outlook
3
Independent
director
Lee Cherng 2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
Industry Outlook
3
Independent
director
Wu
Chwan-
Chyuan
2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
Industry Outlook
3
Independent
director
Chen Li-Tsung 2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
Industry Outlook
3
Independent
director
Lee Cherng 2024/08/27 Taiwan Corporate
Governance Association
AI COBOT Smart
Manufacturing Application
3
President Wang
Kuan-
Hsiang
2024/09/20 Taiwan Institute of
Directors
Supply Chain Security
Governance and Risk
Management under Corporate
Sustainable Development
Strategy
3
Director Kuo Pu-Chao 2024/09/20 Taiwan Institute of
Directors
Supply Chain Security
Governance and Risk
Management under Corporate
Sustainable Development
Strategy
3
Director Chen
Chun-
Wei
2024/09/20 Taiwan Institute of
Directors
Supply Chain Security
Governance and Risk
Management under Corporate
Sustainable Development
Strategy
3
Director Wang
Kuan-
Chua
2024/10/16 Taiwan Institute for
Sustainable Energy
Sustainable Elite Training
Program: Building Trust and
Achieving Sustainability
12
Director Huang
Chin-
Hsiang
2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3
Director Wang
Kuan-
Chua
2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3
Director Huang
Chin-
Hsiang
2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3
  • 43 -

Two. Corporate Governance Report

Title Name Date of course Organizer Title of course Hours
of
course
Director Chen
Chun-
Wei
2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3
Director Kuo Pu-Chao 2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3
Independent
director
Lee Cherng 2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3
Independent
director
Wu
Chwan-
Chyuan
2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3
Independent
director
Chen Li-Tsung 2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3
Director Wang
Kuan-
Chua
2024/11/16 Accounting Research and
Development Foundation
The latest "Annual Report
Preparation" related ESG
sustainability policy laws
3
Independent
director
Lee Cherng 2024/11/07 Taiwan Corporate
Governance Association
Analysis of the latest
sustainability trends and
international evaluations
3
Director Yang
Ching-
Chi
2024/11/06 Taiwan Corporate
Governance Association
New trends in labor-capital
relations from the perspective
of ESG - How Taiwanese
companies can respond
3

Continuing education ofcorporate governance officer


Title

Name

Date of course
Organizer Title of course Hours
of
course
corporate
governance
officer
He Hsiu-Yuan 2024/05/30 Securities & Futures
Institute (SFI)
Sustainable Disclosure Practice
Study
9
corporate
governance
officer
He Hsiu-Yuan 2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
Industry Outlook
3
corporate
governance
officer
He Hsiu-Yuan 2024/10/04 Taiwan Corporate
Governance Association
Climate Risk Identification
Workshop and Net Zero
Carbon Emission Promotion
Conference-Taichung
6
corporate
governance
officer
He Hsiu-Yuan 2024/11/01 Taiwan Corporate
Governance Association
Climate Risk Identification
Workshop and Net Zero
Carbon Emission Promotion
Conference-Taichung
3
corporate
governance
officer
He Hsiu-Yuan 2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3

Continuing education of managerial officers


Name
Date of course Organizer Title of course Hours
of
course
Lo Cheng-Chou, Cheng Mei-
Ling,George Ku, Chang Yu-
Ming, He Hsiu-Yuan, Peng
Meng-Wei, Tank Chuang,
Chiang Yao-Tsung, Hsu Sen-
Yuan
2024/08/07 Accounting Research and
Development Foundation
Global Economic Situation and
Industry Outlook
3
Lo Cheng-Chou, Cheng Mei-
Ling,George Ku, He Hsiu-
Yuan, Peng Meng-Wei, Tank
Chuang, Huang
Liang-Wei,Hsu Sen-Yuan
2024/11/06 Accounting Research and
Development Foundation
How can the board of directors
formulate ESG sustainable
governance strategies
3
  • 44 -

Two. Corporate Governance Report

  • (IX). The following matters related to the implementation of the internal control system shall be disclosed

  • Statement of Internal Control

Rexon Industrial Corp., Ltd.

Statement of Internal Control System

(All the applicable design implementations are effective and all the laws are observed.)

Date: February 26, 2025

Based on the result of the self-assessment with respect to the internal control system of Rexon Industrial Corp., Ltd. in 2024, we hereby declare the following:

  • I. The Company acknowledges that the Board of Directors and managerial officers are responsible for the establishment, implementation and maintenance of the internal control system, and we have established a system as such. The purpose of the system is to reasonably ensure that the effectiveness and efficiency of operations (including profits, performance, and security of assets), and the reliability, timeliness, transparency, and regulatory compliance of reporting, as well as the compliance with applicable laws, regulations, and bylaws are achieved.

  • II. Any internal control system has its inherent limitations. No matter how well an internal control system is designed, it can only provide reasonable assurance regarding the achievement of the above three objectives. Moreover, the effectiveness of an internal control system may be altered as a result of changes in the environment and circumstances. However, our internal control system has a self-monitoring mechanism, and we take corrective actions immediately once a nonconformity is identified.

  • III. The Company judges the effectiveness of the design and implementation effectiveness of the internal control system with reference to the judgment items for such effectiveness as specified in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”). The internal control systems are divided into the following five constituent elements according to the management and control process in terms of the judgment items for the internal control system provided for in the “Regulations”: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communications; and 5. monitoring activities. Each constituent element contains a number of items. For the items mentioned above, please refer to the “Regulations”.

  • IV. The Company has adopted the aforementioned items to examine the effectiveness of the design and implementation of our internal control system.

  • V. Based on the result of the aforementioned assessment, the Company finds that, as of December 31, 2023, the design and implementation of our internal control (including supervision and management of subsidiaries) have worked well regarding the effectiveness and efficiency of the operation,the reliability, timeliness and transparency of reporting,and compliance with relevant rules and applicable laws and regulations, providing reasonable assurance that the above objectives have been achieved.

  • VI. The Statement will be the main part of the annual report and prospectus of the Company and publicly disclosed. If there is any misrepresentation, nondisclosure or other illegalities in the aforementioned disclosures, legal responsibilities specified in Articles 20, 32, 171 and 174 of the Securities and Exchange Act shall apply.

VII. The Statement was approved at the Board of Directors meeting on February 26, 2025. There were 8 directors present. All of them approved the contents of the Statement and none of them expressed dissent. This information is declared as an addition.

Rexon Industrial Corp., Ltd.

President: Wang Kuan-Hsiang

General Manager: Lo Cheng-Chou

  1. If review of the internal control system has been conducted by CPAs, the CPAs’ review report must

  2. 45 -

Two. Corporate Governance Report

be disclosed: None.

  1. Participation of internal auditors and CAO in training of an professional training institution or their acquisition of specified licenses:
Title Name Date of course Organizer Title of course Hours of
course
Accounting
Manager
He Hsiu-Yuan 2024/6/24~2024/6/25 Accounting Research and Development
Foundation
Continuing Education Programs for Principal Accounting Officers of
Issuers, Securities Firms, and Securities Exchanges
12
Audit
officer
Chung Kun-Chang 2024/10/07 The Institute of Internal Auditors, Taiwan Subsidiary audit engagement 6
Audit
officer
Chung Kun-Chang 2024/12/12 The Institute of Internal Auditors, Taiwan Analysis of sustainable information disclosure policy and discussion on
key points of internal control and internal audit
6
Auditor Li Chien-Ying 2024/08/01 The Institute of Internal Auditors, Taiwan New challenges for internal auditors - analysis of sustainable
information disclosure and managementpolicies and related auditpoints
6
Auditor Li Chien-Ying 2024/12/12 The Institute of Internal Auditors, Taiwan Analysis of sustainable information disclosure policy and discussion on
key points of internal control and internal audit
6

(X). Major resolutions of the shareholders’ meeting and Board of Directors in the most recent year up to the publication date of the annual report:

  1. Major resolutions of the shareholders’ meeting and their implementation status in 2024:
Time Time Major resolutions of the shareholder’s meeting Implementation status Implementation status
2024/05/30 Matters to be Ratified
(I)Approval of the ratification of 2022 final accountingreports. Implemented as resolved.
(II)Approval of the ratification of earnings distribution for 2022. Implemented as resolved.
Discussions
(I)Amendment of the “Articles of Incorporation” of the Company Declaration announcement at May30,2024
2. Major resolutions of the Board of Directors and their implementation status:
Date Major resolutions of the Board of Directors Implementation status
2024/2/27 01.
Last meeting minutes and implementation status.
02.
Report on the liability insurance for the directors of the Company
03.
Report on the performance evaluation of the Board of Directors in 2023
04.
Internal audit activity report.
05.
Proposal for the “Statement of Internal Control System". Please proceed to discuss.
06.
Proposal for the Amendments to the "Sustainable Development Code of Practice" and other related regulations. Please
proceed to discuss.
07.
Report on the assessment of CPA independence
08.
Proposal for the distribution of the remuneration to the employees and directors in 20223 Please proceed to discuss.
09.
Proposal for 2023 final accounting reports and establishment of 2024 business plan. Please proceed to discuss.
10.
Proposal for earnings distribution for 2023. Please proceed to discuss.
11.
Proposal for bank credit facility. Please proceed to discuss.
12.
Amendment of the “Articles of Incorporation” of the Company, Please proceed to discuss.
13.
Proposal for matters on convention of 2024 general meeting of shareholders. Please proceed to discuss.
01. Reported.
02. Reported.
03. Reported.
04. Reported.
05. Approved and reported.
06. Approved.
07. Approved.
08. Approved.
09. Approved and submitted to the
shareholders' meeting.
10. Approved and submitted to the
shareholders' meeting.
11. Approved.
12. Approved and submitted to the
shareholders' meeting.
13. Approved and submitted to the
shareholders' meeting.
2024/5/8 01.
Last meeting minutes and implementation status.
02.
Internal audit activity report.Proposal for bank credit facility. Please proceed to discuss.
03.
Cooperate KPMG Internal business adjustment and replacement of CPA. Please proceed to discuss.
04.
2024 Q1 financial reports. Please proceed to discuss.
05.
2023 Directors' remuneration distribution plan. Please proceed to discuss.
06.
2023 Manager employee remuneration distribution plan . Please proceed to discuss.
07.
Proposal for bank credit facility. Pleaseproceed to discuss.
01. Reported.
02. Reported.
03. Approved and announced.
04. Approved and announced.
05. Approved.
06. Approved.
07. Approved.
2024/8/7 01.
Last meeting minutes and implementation status.
02.
Internal audit activity report.
03.
Vesting rights report.
04.
2024 Q2 financial reports.
05.
Proposal for bank credit facility. Please proceed to discuss.
06.
2023 Sustainability report. Please proceed to discuss.
07.
Amendment to the articles of association of the sustainable development committee. Please proceed to discuss.
08.
Proposal for bank credit facility. Pleaseproceed to discuss.
01. Reported.
02. Reported.
03. Reported.
04. Approved and announced.
05. Approved.
06. Approved.
07. Approved.
08. Approved and reported.
2024/11/6 01.
Last meeting minutes and implementation status.
02.
Internal audit activity report.
03.
Report on the implementation of corporate integrity management
04.
Manager changes and salary adjustments. Please proceed to discuss.
05.
2024 Employee compensation and directors' compensationprovision methodproposal. Pleaseproceed to discuss.
01. Reported
02. Reported
03. Reported
04. Approved.
05. Approved
  • 46 -

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Two. Corporate Governance Report
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==> picture [512 x 178] intentionally omitted <==

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Date Major resolutions of the Board of Directors Implementation status
06. Drafting of the "Senior manager salary and ESG-related performance incentive measures". Please proceed to discuss. 06. Approved
07. Proposal for the audit plans for 2025. Please proceed to discuss. 07. Approved and announced.
08. Formulate the "Risk Management Code of Practice" and amend the "Audit Committee Organization Charter", Please 08. Approved
proceed to discuss.
09. Proposal for amendment of the “Internal Control System” and “Internal Audit Implementation Rules”. Please proceed to 09. Approved.
discuss
10. 2024 Q3 financial reports. Please proceed to discuss 10. Approved and announced
11. resolution of Board of Directors of the company decide to invest Weihai Allwin Electrical, and Mechanical Tech (Thailand) 11. Approved and announced
Ltd. Please proceed to discuss
12. resolution of the Company's Board of Directors to donate and establish the the "Rexon Charity Foundation", Please 12. Approved and announced
proceed to discuss
13. Proposal for bank credit facility. Please proceed to discuss. 13. Guaranteed
14. 2024 Stakeholder identification and communication and major theme cases Please proceed to discuss 14. Approved
2024/12/3 01. resolution of Board of Directors of the company decide to Invest and establish a subsidiaryin Vietnam. Please proceed to 01. Keep first
discuss.
----- End of picture text -----

  • (XI). Records or written statements made by any director or supervisor who expressed dissent to major resolutions adopted by the Board of Directors in the most recent year up to the publication date of the annual report: None.

IV. Information on CPA professional fees

  • (I). The audit and non-audit fees paid to a certified public accountant or the CPA firm of a certified public accountant or its affiliate enterprises, and the scope of the non-auditing services (Table 2-4), shall be disclosed. The following particulars, if any, shall be disclosed:

  • Information on CPA professional fees

Unit: NTD thousand

CPA firm Name ofCPA Audit period Audit fee Non-audit fee Total Remarks
KPMG Taiwan ChenCheng-Hsueh 2024.01.01~2024.12.31 2,970
802

3,772
ChangTzu-Hsin 2024.01.01~2024.12.31

Please describe the specific services under non-audit fees: Tax audit visas $400,000, transfer plan price and group master report service fees $264,000, and industrial and commercial registration$138,000.

  • (II). When the Company changes the CPA firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed: N/A.

  • (III). If the audit fees are reduced by more than 10% as compared with the previous year, the amount, proportion and reason for reduction of the audit fee shall be disclosed. The aforementioned audit fees mean the professional fees that the Company pays to CPAs for the audit, review and secondary review of financial reports, and for the review of the financial forecast. : N/A

V. Information on change of CPAs

(I). About the former CPA:

(I).
About theformerCPA:
Date of change
Reason and description of the change
Whether the appointment is terminated or not accepted by the client or CPA
Opinions and reasons for issuance of audit reports in the most recent twoyears,excludingunqualified opinions
Any differences in opinions between CPA and issuer
Other disclosures (to be disclosed in accordance with Article 10(6)(1)(d) to (1)(g) of the Guidelines)
N/A
N/A.
Party CPA Client
Voluntarytermination of appointment
Declination of appointment(renewal)
N/A
Yes Accounting principle orpractice
Disclosure of financial reports
Audit scope or step
Others
None
Description
The CPAs, Kuo Shih-Hua and Chang Tzu-Hsin, of the KPMG Taiwan, were changed to the CPAs, Chen Cheng-Hsueh and Chang
Tzu-Hsin due to internaljob adjustment of the said CPA firm.
(II).
About the succeeding CPA
CPA firm KPMG Taiwan
Name of CPA ChenCheng-Hsueh,ChangTzu-Hsin
Date of appointment N/A
Matters and results of the consultation on accounting treatment methods or accounting principles for specific
transactions andpossible issuance of financial statementsprior to the appointment

N/A
Written opinions of the succeedingCPA on the matters regardingwhich the former CPA has expressed dissent N/A

Note: Since KPMG Taiwan conducted internal job adjustment, the change with respect to auditing and certification of financial reports started from 2024 Q1.

  • 47 -

Two. Corporate Governance Report

  • (III). The former CPA's written response to the matters in Article 10(5)(1) and (2)(c) of these Guidelines: N/A.

VI. CPA firm or its affiliates at which the Company’s President, General Manager, or managerial officers responsible for financial or accounting matters ever served as an employee in the most recent year

  • (I). Where the Company’s President, President, or managerial officers responsible for financial or accounting matters ever served as an employee in the most recent year at the CPA firm or any of its affiliates which the CPA works for, his/her name, title and the employment period at such firm or affiliate must be disclosed. The affiliate of the CPA firm which the CPA works for means the company or institution in which such CPA firm holds more than 50% of the shares or acquires a majority of director seats, or the company or institution which such CPA firm lists as its facilitate in the documents made public or published by such CPA firm: None.

  • 48 -

Two. Corporate Governance Report

  • VII. Details of equity transferred or pledged by directors, supervisors, managerial officers, or shareholders with more than 10% ownership interest in the most recent year up to the publication date of the annual report. Where the counterpart involved in the transfer or pledge of equity is a related party, the name of such counterpart, his/her relations with the Company, directors, supervisors, managerial officers, or shareholders with more than 10% ownership interest, and the number of shares acquired or pledged must be disclosed.

(I). Changes in equity of shareholders

Unit: Share

Title Name 2024 2024 As of Mrach 24 for the current year As of Mrach 24 for the current year
Increase (decrease) in shares held Increase
(decrease) in
shares pledged
Increase (decrease) in
shares held
Increase (decrease) in
shares pledged
President WangKuan-Hsiang 36,000
0

0

0
Director Kun Forever Co., Ltd.
Representative: Wang Kuan-
Chua
0
0

0

0
Director
Concurrent Vice
President
Huang Chin-Hsiang 0
0

0

0
Director Chen Chun-Wei 65,000
(65,000)

0

0

0
Director
Concurrent Vice
President
Kuo Pu-Chao 0
(63,000)

0

0

0
Director YangChing-Chi 0 0 0 0
Independent
director
Lee Cherng 0
0

0

0
Independent
director
Wu Chwan-Chyuan 0
0

0

0
Independent
director
Chen Li-Tsung 0
0

0

0
General Manager Lo Cheng-Chou 2,000 0 0 0
Vice President
Current R&D
officer
Cheng Mei-Ling 0
0

0

0
Vice President George Ku 2,000 0 0 0
Vice President
Concurrent
Accounting
Manager
Corporate
Governance Officer
He Hsiu-Yuan 10,000
0

0

0
Vice President PengMeng-Wei 0 0 0 0
Vice President ChangYu-Ming 0 0 0 0
Vice President Tank Chuang 0 0 0 0
Vice President HuangLiang-Wei 1,000 0 0 0
Vice President ChiangYao-Tsung 5,000 0 0 0
Director Li Wen-Yu 0 0 0 0
Director Chen Kuo-Jung 0 0 0 0
Director FengHsu-Hui 0 0 0 0
Director Chang Chih-Hao 0
(2,000)

0

0

0
Director Kuo Han-Yu 0 0 0 0
Director
Concurrent CFO
Hsu Sen-Yuan 0
0

0

0

(II). Transfer and change of equity

Unit: Share

Name Name Reason of equity Reason of equity Relationship of the counterparty with any director, supervisor, and Relationship of the counterparty with any director, supervisor, and Relationship of the counterparty with any director, supervisor, and
Trade date Counterparty Number of shares Trade price
transfer shareholder with more than 10% ownership interest
Chen Chun-Wei Gift 2024.10.29 YangChiao-An Husband and Wife 65,000 35.80
(III).
Equity pledgeinformation
Reason Relationship of the counterparty with
Number of Shareholding Amount of pledged
Name of change
Date of change
Counterparty any director, supervisor, and shareholder Pledge ratio
shares ratio loan (redemption)
**topledge ** with more than 10% ownership interest
No information fits this criteria

VIII. Relationship information, if any one of the 10 largest shareholders is a related party, or is the spouse or a relative within the second degree of kinship with another shareholder:

  • 49 -

Two. Corporate Governance Report

The title or name and relationship of the 10 largest The title or name and relationship of the 10 largest
Shares he ld by the Shares held by spouse or Total shar es held in the shareholders who are related parties to each other, in a
Remarks
share holder minor c hildren names of others spousal relationship or within the seco nd degree of kinship
Name referred to in SFAS No.6
Number of Shareholdin Number of Shareholdin Number of Shareholding
Title (name) Relationship
shares g ratio shares g ratio shares ratio
Kun Forever Co., Ltd.
Responsible Persons: Wang Kuan-Chuan
26,369,472
14.53%
0 0% 0 0% Responsible Person of Chen Xi Co., Ltd.: Wang Kuan-
Hsiang
Responsible Person of Li Tai Investment Co., Ltd.: Wang
Kuan-Hsiang
Wang Kuan-Chuan
WangKuan-Hsiang
Within second degree of kinship
Within second degree of kinship
Subject person
Within second degree of kinship
Li Tai Investment Co., Ltd. entrusted with a
asset trust account by Chen Shu-Chi
12,275,599
6.76%
0 0% 0 0% Chen Wu-chai Within second degree of kinship
Li Tai Investment Co., Ltd.
Responsible Persons: Wang Kuan-Hsiang
9,870,800 5.44% 0 0% 0 0% Responsible Person of Kun Forever Co., Ltd.: Wang Kuan-
Chuan
Responsible Person of Li Tai Investment Co., Ltd.: Wang
Kuan-Hsiang
Wang Kuan-Chuan
WangKuan-Hsiang
Within second degree of kinship
Subject person
Within second degree of kinship
Subjectperson
Li Tai Investment Co., Ltd. entrusted with a
asset trust account by Chen Chun-Wei
7,700,000
4.24%
0 0% 0 0% None None
Chen Xi Co., Ltd.
Responsible Persons: Wang Kuan-Hsiang
4,290,563
2.36%
0 0% 0 0% Responsible Person of Kun Forever Co., Ltd.: Wang Kuan-
Chuan
Responsible Person of Li Tai Investment Co., Ltd.: Wang
Kuan-Hsiang
Wang Kuan-Chuan
WangKuan-Hsiang
Within second degree of kinship
Subject person
Within second degree of kinship
Subjectperson
Wang Kuan-Chuan 2,307,550 1.27% 1,802,610 0.99% 3,109,782 1.71% Responsible Person of Kun Forever Co., Ltd.: Wang Kuan-
Chuan
Responsible Person of Li Tai Investment Co., Ltd.: Wang
Kuan-Hsiang
Responsible Person of Chen Xi Co., Ltd,: Responsible
Persons: Wang Kuan-Hsiang
WangKuan-Hsiang
Subject person
Within second degree of kinship
Within second degree of kinship
Within second degree of kinship
Wang Kuan-Hsiang 1,986,178
1.09%
0 0.00% 7,400,345 4.08% Responsible Person of Kun Forever Co., Ltd.: Wang Chen,
Li-Mei
Responsible Person of Chen Xi Co., Ltd.: Wang Kuan-
Hsiang
Responsible Person of Li Tai Investment Co., Ltd.: Wang
Kuan-Hsiang
WangKuan-Chuan
Within second degree of kinship
Subject person
Subject person
Within second degree of kinship
Chase Custody Advanced Starlight
Advanced Total International Stock Index
1,880,000
1.04%
0 0 0 0 None None
China Trust Rexon Industrial Employee
Stock Ownership Comprehensive Trust
Account
1,806,481 1.00% 0 0 0 0 None None
Chen Wu-chai 1,791,550 0.99% 0 0 0 0 Li Tai Investment Co., Ltd. entrusted with a asset trust
account by Chen Shu-Chi
Within second degree of kinship

IX. The total number of shares and total equity stake held in the same investee by the Company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the Company

Unit: Thousand shares; % April 01, 2025

Investee Investment of the Investment of the Investment of directors, Investment of directors, Aggregate investment Aggregate investment
Company supervisors, managerial
officers and directly or

indirectly controlled

business
Number of Shareholding Number of Shareholding Number of Shareholding
shares ratio shares ratio shares ratio
Fine Clear Co.,Ltd. 1,600
16

0

-

1,600

16
Rexon TechnologyCorp.,Ltd. 7,851
82.87

192

2.02

8,043

84.89
Power Tool Specialists Inc. 0.096
96

0.004

4

0.1

100
Gold Item GroupLimited 25,000
100

0

0

25,000

100
Gold Tech GroupLtd. 0
0

10

100

10

100
Tongxiang Rexon Industrial Co.,
Ltd.

0

0

25,000

100

25,000

100
  • 50 -

Three. Offering of Securities

Three. Offering of Securities

I. Capital and share

(I). Sources of capital

1. Sources of capital

April 01, 2025; Unit: Share/thousand; Amount: Thousand

Authorized capital Authorized capital Paid-in capital Paid-in capital Remarks
Month/ Issue Investment
year price Shares Amount Shares Amount Sources of capital by properties Others
other than
cash
1996.08 10 114,600 1,146,000 95,264 952,640 Follow-on offering valued at NT$200,000 thousand
Capitalization of earnings valued at NT$53,760 thousand
Capitalization of capital reserves valued at NT$26,880 thousand
None A
1997.08 10 150,000 1,500,000 126,696 1,266,956 Follow-on offering valued at NT$200,000 thousand
Capitalization of earnings valued at NT$9,527 thousand
Capitalization of capital reserves valued at NT$104,790 thousand
None B
1998.08 10 208,000 2,080,000 154,569 1,545,688 Capitalization of earnings valued at NT$152,035 thousand
Capitalization of capital reserves valued at NT$126,696 thousand
None C
1999.08 10 380,000 3,800,000 204,804 2,048,036 Capitalization of earnings valued at NT$347,779 thousand
Capitalization of capital reserves valued at NT$154,569 thousand
None D
2000.09 10 380,000 3,800,000 238,801 2,388,010 Capitalization of earnings valued at NT$237,572 thousand
Capitalization of capital reserves valued at NT$102,402 thousand
None E
2001.02 10 380,000 3,800,000 249,713 2,497,131 Merger-related issue of new shares valued at NT$109,121
thousand
None F
2003.08 1 0 380,000 3,800,000 252,210 2,522,103 Capitalization of earnings valued at NT$24,972 thousand None G
2007.06 1 0 380,000 3,800,000 228,784 2,287,843 Cancelation of treasury shares for capital reduction valued at
NT$234,260 thousand
None H
2012.10 1 0 380,000 3,800,000 181,474 1,814,735 Capital reduction to cover losses valued at NT$473,108 thousand None I

Note 1: Approval letters for the aforementioned capital increase in respective fiscal years:

A. (1996) Tai-Tsai-Zheng (I) No. 38780 dated July 03, 1996

B. (1997) Tai-Tsai-Zheng (I) No. 49505 dated July 04, 1997 C. (1998) Tai-Tsai-Zheng (I) No. 58634 dated July 09, 1998 D. (1999) Tai-Tsai-Zheng (I) No. 64544 dated July 13, 1999 E. (2000) Tai-Tsai-Zheng (I) No. 61390 dated July 15, 2000

F. (2000) Tai-Tsai-Zheng (I) No. 99387 dated December 18, 2000

G. (2003) Tai-Tsai-Zheng (I) No. 0920134232 dated July 29, 2003

H. Jing-Shou-Shang-Zheng No. 09601138800 dated June 26, 2007

  • I. Jing-Shou-Shang-Zheng No. 10101211760 dated October 15, 2012

  • 51 -

Three. Offering of Securities

2. Type of share

March 24, 2025 Unit: Share

Type of Authorized capital Authorized capital Authorized capital Remarks
share Outstanding Unissued Total
shares shares
(listed companies’
shares)
Ordinary
share
181,473,500 198,526,500 380,000,000

(II). Major shareholder

Shareholding
Name of major shareholder Shareholding
ratio %
Kun Forever Co., Ltd. 26,369,472
14.53%
Li Tai Investment Co.,Ltd. entrusted with a asset trust
account by ChenShu-Chi
12,275,599
6.76%
Li Tai Investment Co.,Ltd. 9,870,800
5.44%
Li Tai Investment Co.,Ltd. entrusted with a asset trust
account by Chen Jun-Wei
7,700,000
4.24%
Chen Xi Co.,Ltd. 4,290,563
2.36%
Wang Kuan-Chuan 2,307,550
1.27%
Wang Kuan-Hsiang 1,986,178
1.09%
Chase Custody Advanced Starlight Advanced Total
International Stock Index
1,880,000
1.04%
China Trust Lishan Industrial Employee Stock
Ownership ComprehensiveTrustAccount
1,806,481
1.00%
Chen Wu-chai 1,791,550
0.99%
  • (III). Dividend policy and its implementation

  • Dividend policy stipulated in the Articles of Incorporation:

    • (1). Article 25: If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no higher than 5% as the remuneration to the directors and supervisors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares or cash may include those of the affiliated companies who meet certain criteria. If there are earnings for a year, the Company shall first pay taxes and make up previous losses, followed by setting aside 10% of the earnings as legal reserve; however, no further provision is needed when legal reserve has accumulated to the same amount as the Company's paid-in capital. A portion of the earnings shall be set aside as special reserve if this is required by the operations of the Company or laws and regulations. The remaining earnings, if any, shall be combined with the undistributed earnings at the beginning of the period, and the Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval.
  • 52 -

Three. Offering of Securities

  • (2). Article 25-1: The company's dividend policy is based on current and future development plans, taking into account the investment environment, capital needs, domestic and foreign competition, and taking into account factors such as shareholders' interests. Every year, it shall allocate no less than % of the current period's distributable earnings. 20. Distribute dividends to shareholders. When distributing dividends to shareholders, they can be paid in the form of cash or stocks, of which cash dividends shall not be less than 20% of the total dividends.

  • Dividend distribution proposed at the current shareholders’ meeting: For the Company’s 2024 earnings distribution, the Board of Directors resolved on February 26, 2025 that cash dividends will be distributed to the shareholders (NT$1 per share).

hare).
Undistributed earnings at beginning of period 1,254,227,475
Plus: Remeasurement of defined benefit plan 16,524,958
Plus: Special reserve as reserved deduction of equity 33,163,118
Plus: Net profit (loss) in current year 318,832,028
Minus: Appropriation of legal reserve (33,535,699)
Distributable earnings 1,589,211,880
Distribution:
Minus: Undistributable shareholder dividends (181,473,500)
Undistributed earnings at end of period 1,407,738,380
  1. Where there are any anticipated significant changes to dividend policy, details shall be provided: None.

  2. (IV). The influence of the share dividends proposed at the current shareholders’ meeting on the operation performance and EPS of the Company

  3. It is proposed in the current shareholders’ meeting that no share dividends will be distributed, so there is no such influence.

  4. (V). Remuneration to employees, directors and supervisors

  5. The percentage or scope of the remuneration to employees, directors and supervisors according to the Articles of Incorporation

    • (1). If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no higher than 5% as the remuneration to the directors and supervisors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares or cash may include those of the affiliated companies who meet certain criteria.
  6. The basis for the estimation of the remuneration to employees, directors and supervisors, the basis for the calculation of the number of shares for the share-based remuneration to employees, and the accounting treatment of any discrepancies between the actually distributed and estimated amounts in the current period: If there is any significant change to the distributed amount resolved by the Board of Directors before the annual consolidated financial reports are published, the original allocated expenses of the year will be adjusted to include the change. Any change to the amount after the annual consolidated financial reports are published will be considered as the change in accounting estimate and covered in the following year.

  7. The distribution of remuneration approved by the Board of Directors

    • (1). The amount of the remuneration to employees, directors and supervisors distributed in cash or shares. If there is any discrepancy from the estimated amount of the expenses recognized in the year, the discrepancy, the reason for the discrepancy, and the status of the treatment shall be disclosed: The
  8. 53 -

Three. Offering of Securities

Company’s cash remuneration to employees NT$45,297,153 and remuneration to directors proposed NT$6,400,000 for 2024; there is no discrepancy from the estimated amount of remuneration to employees and directors on the book.

  • (2). The amount of the remuneration to employees in the form of stocks, and the share of that amount as a percentage of the sum of the net income after tax stated in the separate or individual financial reports for the current period, and total employee remuneration: N/A.

  • The actual distribution of the remuneration to employees, directors and supervisors in the previous year (including the number and amount of shares distributed and the stock price); if there is any difference from the recognized amount of the remuneration to employees, directors and supervisors, the difference, the reason for the difference, and the treatment shall be disclosed: No difference.

Item Amount resolved by
Board of Directors
Amount actually
distributed
Distribution
method
Employee
remuneration
NT$36,188,541 NT$36,188,541 N/A
Director and supervisor
remuneration
NT$6,400,000 NT$6,400,000 N/A
  • (VI). Buyback of shares by the Company:

  • Completed: The Company shall describe, for the most recent year and the period up to the annual report publication date, the reported purpose of share buyback, period of share buyback, buyback price range, type and number and amount of shares bought back, actual and expected buyback quantity ratio, number of shares canceled and transferred, accumulated number of the Company’s shares held, and accumulated quantity of the Company’s shares held to the total quantity of the issued shares in the most recent year and up to the publication date of the annual report: N/A.

  • In progress: The Company shall describe the purpose of share buyback, type of shares to be brought back, maximum total monetary amount of buyback, expected period and quantity of buyback, and buyback price range; the type, number and amount of shares already bought back, and the actual and expected buyback quantity ratio up to the publication date of the annual report shall also be specified: N/A.

II. Issuance of corporate bonds

  • (I). Information on the company’s issuance of corporate bonds shall include outstanding bonds and bonds for which an issue is currently under preparation, and the related matters and effect on shareholders’ equity shall be disclosed as per Article 248 of the Company Act; any privately placed corporate bonds shall be conspicuously identified as such: None.

III. Issuance of preferred shares

  • (I). Information on preferred shares shall include both outstanding shares and unissued shares for which an issue is currently under preparation, and shall disclose any

  • 54 -

Three. Offering of Securities

conditions attached to issuance, the effect on shareholders’ equity, and matters set forth in Article 157 of the Company Act; any privately placed preferred shares shall be conspicuously identified as such: None.

  • IV. Issuance of overseas depositary receipts

  • (I). Information on overseas depositary receipts shall include receipts issues that remain partially outstanding, and on unissued receipts for which an issue is currently under preparation, and shall disclose the date of issuance, total monetary amount issued, rights and obligations of the holders of the overseas depositary receipts, etc.; any privately placed overseas depositary receipts shall be conspicuously identified as such: None.

  • V. Employee share subscription warrants

  • (I). The annual report shall disclose unexpired employee subscription warrants issued by the Company in existence as of the date of publication of the annual report, and shall explain the effect of such warrants upon shareholders’ equity; any privately placed employee subscription warrants shall be conspicuously identified as such: None.

  • (II). The annual report shall disclose the names, acquisition and subscription of managerial officers holding employee share subscription warrants and of the ten employees holding employee subscription warrants authorizing purchase of the most shares, cumulative to the date of publication of the annual report: None.

    1. The section on “new restricted employee shares” shall specify the following matters:

      • (1). For all new restricted employee shares for which the vesting conditions have not yet been met for the full number of shares, the annual report shall disclose the status up to the date of publication of the annual report and the effect on shareholders’ equity: None.

      • (2). The annual report shall disclose the names and acquisition status of managerial officers who have acquired new restricted employee shares and of employees who rank among the top ten in the number of new restricted employee shares acquired, cumulative to the date of publication of the annual report: None.

  • VI. Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies

  • (I). If, during the most recent year up to the date of publication of the annual report, the Company has completed any issuance of new shares in connection with a merger or acquisition or with acquisition of shares of any other company, the following matters shall be specified:

    1. In the case of a company whose shares are listed on the TWSE (“TWSE listed company”) or listed on the TPEx in accordance with the provisions of Article 3 or Article 3-1 of the Taipei Exchange Rules Governing the Review of Securities for
  • 55 -

Three. Offering of Securities

Trading on the TPEx (“TPEx listed company”), the annual report shall include a clear opinion prepared by the managing underwriter concerning any issuance of new shares in connection with any merger or acquisition or with any acquisition of shares of any other company within the past quarter: None.

  1. In addition to requirements set forth in the preceding item, the annual report shall also disclose the implementation status of any of the aforementioned matters during the most recent quarter. If the progress or benefits of such implementation were not as good as expected, the annual report shall explain specifically how the situation is likely to affect shareholders’ equity, and shall put forward a plan for corrective action: None.

  2. (II). Where the Board of Directors has, during the most recent year up to the date of publication of the annual report, adopted a resolution approving any issuance of new shares in connection with a merger or acquisition or with acquisition of shares of any other company, the annual report shall disclose the implementation status together with the basic information of the company (or companies) to be merged or acquired or whose shares are to be acquired. Where any issuance of new shares in connection with a merger or acquisition or with acquisition of shares of any other company is currently in progress, the implementation status and its effect upon shareholders’ equity shall be disclosed: None.

VII. Implementation of the Company’s capital utilization plans

  • (I). Description of the plans: For the period as of the quarter preceding the publication date of the annual report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent three years but have not yet fully yielded the planned benefits, the annual report shall provide a detailed description of the plan for each such public issue and private placement. Such descriptions shall include any and all changes to the plan, the source and utilization of funds, the reason(s) for any changes to the plan, the benefits yielded by the funds before and after any change to the plan, the date on which the change to the plan was reported at a shareholders’ meeting, and the date on which such information was uploaded to the information disclosure website specified by the FSC: None.

  • (II). Implementation status: With respect to funds usage under the plans referred to in the preceding subparagraph, the annual report shall (for the period as of the quarter preceding the publication date of the annual report) analyze the implementation status and compare actual benefits with expected benefits. Where implementation has failed to yield the expected progress or benefits, the annual report shall provide specific reasons for such failure, explain any effect it might have upon shareholders’ equity, and outline the plan for correcting the situation. Where any of the following items apply to the funds usage plan descriptions referred to in the preceding

  • 56 -

Three. Offering of Securities

subparagraph, the annual report shall further disclose the following information: None.

  1. If the funds are used to merge, acquire, or purchase another company through share acquisition, to expand fixed assets, or to acquire new property, plant and equipment, the annual report shall compare and describe the property, plant and equipment, operating revenues, operating costs, and operating income: None.

  2. If the funds are invested in another company, the annual report shall describe the condition of the invested company and explain the effect upon the Company’s gain or loss from investments: None.

  3. If the funds are used to strengthen the Company’s working capital or pay off debts, the annual report shall: (1) note any increase or decrease in the Company’s current assets, current liabilities, and total liabilities; (2) compare and explain the Company’s interest expenses, operating revenues, and earnings per share; and (3) analyze the Company’s financial structure: None.

  4. 57 -

Four. Operational Overview

Four. Operational Overview

I. Business contents

  • (I). Business scope

  • Main business items of the Company

    • (1). Manufacturing, machining, purchase and sales of all machines, hardware, tools and their parts.

    • (2). Manufacturing, machining, purchase and sales of all kinds of plastic, rubber, ink, synthetic resin, handicrafts, woodenware and footwear as well as the dyeing and finishing of man-made foam.

    • (3). Manufacturing, machining, purchase and sales of drill presses, lathes, milling and saw machines and all kinds of other power tools as well as their parts.

    • (4). Manufacturing, machining, purchase and sales of automated parking facilities.

    • (5). Manufacturing, machining, purchase and sales of all electrical home products and parts.

    • (6). Manufacturing, machining, purchase and sales of exercise and fitness equipment as well as its relevant parts and accessories.

  • Revenue percentage

ercentage
Year: 2024
Product 2024 2023
Power tool 15.59% 10.78%
Fitness device 76.21% 75.12%
Others 8.20% 14.10%
Total (consolidated)
100.00%
100.00%
  1. Current commodities (services) of the Company

    • The main products of the Company are the power tool(including outdoor power 、

    • tools) fitness device seriesandE-Mobility.

  2. New commodities (services) to be developed With a focus on ESG sustainability development, our company has combined the core technologies in various types of motors, electronic controls, and mechanical design that have been developed over 50 years. Together with automation equipment and lean production, REXON has launched a series of the next-two-year product plans which cover auxiliary mobility tools under the trend of oil-to-electricity conversion, including sports, consumer goods, and commercial fields.

  3. (II). Industry overview

  4. Current Industry Status and Development The overall outlook for global GDP growth in 2025 is expected to be similar to 2024. Although economic growth in the world's two largest economies, the United States and China, is expected to slow in 2025, but economic growth in most other regions is anticipated to improve. According to international forecasting institutions such as the Organization for Economic Co-operation and Development (OECD), the International Monetary Fund (IMF), and the Economist Intelligence Unit (EIU), none of the world's top 45 economies are expected to fall into recession in 2025. Most economies, including those in Europe, Japan, Canada, and the United Kingdom, are expected to accelerate growth, with corporate earnings also projected to improve. Emerging markets will benefit from a rebound in global trade and strong demand for

  5. 58 -

Four. Operational Overview

commodities.

The main drivers of global economic growth in 2025 include the surge in generative AI and ongoing innovation in the energy sector. Additionally, as major central banks ease monetary tightening, consumer spending and investment momentum in advanced economies are expected to recover, contributing to stable global economic growth. However, the global economic outlook remains influenced by policy implementations under the new U.S. administration. While the U.S. economy has recently outperformed expectations, significant changes in fiscal, trade, and immigration policies remain uncertain factors. (1). Power Tools Section According to the reports from international market research firms, the global power tools market was valued at approximately USD 41.5 billion in 2024 and is expected to reach USD 59.9 billion by 2029, with a compound annual growth rate (CAGR) of about 7.8%. Regarding distribution channels and brand manufacturers, major U.S. home improvement retail chain, such as Home Depot and Lowe's, experienced a revenue decline of approximately 3% to 7% in 2024. Meanwhile, another major retailer, Harbor Freight, maintained relatively stable revenue in 2024 and 2025 due to reduced debt and an expanded capital structure. Additionally, the world-renowned power tool brand Stanley Black & Decker also saw a revenue decline of about 3% in 2024.

Power tools are primarily categorized into tabletop and handheld power tools, with handheld power tools dominating the market. Handheld power tools are further divided into corded and cordless types, with cordless tools becoming the mainstream due to rapid advancements in battery technology. While benchtop power tools were traditionally corded, the market has recently seen an increasing number of cordless products, such as cordless miter saws, table saws, and garden tools. Professionals and DIY users increasingly prefer cordless handheld power tools due to their portability and ease of use. Surveys indicate that cordless power tools have become one of the main growth drivers in the market. Leading power tool manufacturers are continuously developing wireless power tool technologies, making them a core growth driver for the industry. Compared to gasoline-powered tools, battery-powered and electric outdoor power equipment have flourished due to their eco-friendliness and lower maintenance costs. Additionally, robotic lawnmowers and AI-powered lawn care solutions are becoming increasingly popular among residential users, offering greater convenience and operational efficiency. (2). Fitness Equipment Section According to the latest market research reports, the fitness equipment market continues to grow. The global fitness equipment market was valued at approximately USD 17.9 billion in 2024 and is expected to reach USD 30.6 billion by 2034, with a CAGR of 5.5%. Although the global fitness equipment market consists of hundreds of companies, a few major brands still dominate and lead the industry's trends. The membershipbased online fitness model has significantly impacted the fitness equipment industry, driving the home fitness equipment trend. Emerging brands specializing in strength training and aerobic fitness equipment have also entered the home fitness market. Fitness equipment is used for physical training, weight control, physical strength improvement, muscle building, and cardiovascular strengthening. The variety of fitness equipment enables users to perform aerobic or strength training exercises in smaller spaces. Common fitness equipment includes treadmills, elliptical machines,

  • 59 -

Four. Operational Overview

spin bikes, rowing machines, stair climbers, and exercise bikes. Strength training equipment for home use mainly features cable systems and digital resistance control, while gym equipment still primarily relies on weight loads with specialized machines for different muscle groups.

Regarding product development trends, both aerobic and strength training equipment are increasingly incorporating digital technology. Digital fitness and data-driven training are emerging trends shaping the future of the fitness industry. Based on the above, Rexon will continue working closely with key clients to develop new products that align with market and user needs, ensuring continuous growth and maintaining competitiveness to enhance market share.

  1. Industry Supply & Demand, and Competitive Landscape In addition to facing market competition from Taiwanese and Chinese counterparts, Rexon must continuously adapt to changing global dynamics. Due to international political factors (such as Trump 2.0), competitors with existing factories in China are shifting production to Southeast Asia. In response, Rexon has invested in factories in Thailand and Vietnam to establish a solid "Golden Triangle" production network. By maintaining a strong focus on product innovation, R&D, manufacturing, marketing, and customer service, Rexon can flexibly respond to various global developments, formulate contingency plans, and implement strategic initiatives. (1). Power Tools Industry The primary sales channels for power tools include traditional hardware stores, large home improvement retail chains, and the rapidly growing e-commerce sector. In North America, brick-and-mortar stores are concentrated in major retail chains such as Home Depot, Lowe's, and Harbor Freight, which actively develop private-label products to expand market share through innovative products and pricing strategies. Chinese-manufactured power tools remain price-competitive. However, with Trump returning to the U.S. presidency, trade tensions between the U.S. and China are once again escalating, causing global supply chains to restructure as companies seek risk diversification and new production bases. Regarding marketing and services, Rexon collaborates with retail chains through the following business models:

(A) Learning customer product demands and make proposal through marketing research and analysis.

(B) Retail chain propose product categories and pricing needs, while Rexon handles design, R&D, and manufacturing.

(C) Rexon support after-sales service to retail chains. In addition to maintaining close partnerships with North America retail chains, Rexon is actively expanding into professional and DIY markets in Europe and emerging economies to broaden its product reach worldwide. Regarding research and innovation, Rexon invests significant resources in product development, improvement, and innovation, incorporating user testing and feedback, focus group operations, on-site inspections, and innovative concept brainstorming. These efforts aim to develop products that better meet user needs. We are also working towards the goal of integrating three electrical components and is actively expanding the application scope of BLDC motor products, broadening its manufacturing portfolio. Regarding production management, Rexon has implemented “Lean Production Management” and “Intelligent Material Control”. Since 2022, the company has also been assessing the carbon footprint of its factories and making annual improvements to reduce emissions from production processes. This initiative aligns with global trends and regulations concerning green design and sustainable development,

  • 60 -

Four. Operational Overview

enhancing Rexon’s competitiveness in securing market recognition worldwide. Regarding manufacturing locations, Rexon operates two production bases: one in Taiwan and another in Tongxiang, Zhejiang, China, allowing for flexible strategic planning to optimize costs and manufacturing combinations. However, in response to the evolving global trade landscape under "Trump 2.0," Rexon has strategically invested in setting up a manufacturing facility in Thailand. This move strengthens Rexon’s position in the tool manufacturing industry, ensuring adaptability and fit to needs.

(2). Fitness Equipment Industry The fitness equipment industry primarily serves the North American and European markets, while emerging markets in Asia-Pacific, Latin America, the Middle East, and Africa are also experiencing rapid growth. For commercial fitness equipment, distribution channels mainly include fitness clubs, professional fitness equipment chain stores, hotels, and resorts. Commercial users can be further categorized into hotels, corporate offices, hospitals, medical centers, and public institutions. For home fitness equipment, distribution channels consist of large retail chains, membership-based retail stores, and the recently rising connected fitness membership models.

Rexon operates primarily as an OEM, manufacturing for renowned brand companies that manage distribution, branding, and customer service. Rexon, in turn, provides comprehensive services from R&D and design to production. North America remains the world's largest fitness equipment market. Given the evolving trade landscape under "Trump 2.0," Rexon has chosen to invest in Vietnam, diversifying the manufacturing locations for fitness equipment to minimize geopolitical risks.

  • 61 -

Four. Operational Overview

  • (III). Overview of technology and R&D:

  • R&D expenses invested in the most recent year and up to the publication date of the annual report

Unit: NTD thousand

Year R&D expenses Percentage in the
revenue of the current
year
2023 173,687 3%
2024 179,471 3%
As of February2025 19,987 3%
  1. Technology or product developed successfully
As of February
Product 2024

2025
Power tool 7 4
Fitness device 5 2
New Business 1 1
Subtotal 13 7

(IV). Short- and Long-Term Business Development Plans

  1. Power Tool Product :

Rexon's business development plan focuses on large retail stores as its primary customer base while actively engaging with globally renowned brands for ODM product development and brand licensing planning and design. Through strategic partnerships with large retailers, Rexon leverages business operations to gain insights into end-users and market demand at both individual and macro levels. Through collaborations with well-known brands, Rexon strengthens its OEM/ODM model by utilizing its expertise in research, development, and manufacturing. These partnerships allow for mutual learning in design, production, and marketing, continuously enhancing Rexon’s overall corporate capabilities.

With corporate profitability as the key driver, the future development strategy is outlined as follows:

  • (1). Expanding market share in North America with innovative products while actively promoting these products in Europe and developing emerging market customers for maximum efficiency.

  • (2). Developing products based on user needs, gaining an in-depth understanding of customer expectations, purchasing motivations, and behaviors to provide products that meet their demands.

  • (3). Incorporating green design principles into factory production and product manufacturing to align with sustainability goals and carbon reduction trends. Rexon is committed to reducing the environmental impact of its production processes while actively developing green products based on its core technologies.

  • (4). Collaborating with well-known OEM brand clients, combining Rexon’s manufacturing and quality strengths with the brand influence of its partners to

  • 62 -

Four. Operational Overview

capture market share in high-value professional products.

  • (5). Actively supporting customers in e-commerce platform sales, assisting them in securing leading global e-commerce advantages, and driving new growth for Rexon future business expansion.

  • Fitness Equipment Section :

Rexon primarily operates as an OEM manufacturer in the fitness equipment industry, serving major fitness equipment brands. In recent years, the company has been actively seeking new customer partnerships, continuously expanding its codeveloped product portfolio. By forming an industry alliance with Johnson Health Tech, Rexon has not only strengthened its expertise in aerobic equipment manufacturing but also significantly broadened its future commercial strength training equipment product range.

In addition to growth in the home fitness brand sector, Rexon maintains close interactions with clients in the commercial fitness market to ensure comprehensive market coverage. Regardless of market fluctuations, Rexon builds on its strong OEM foundation in the commercial fitness equipment sector, utilizing its expertise in R&D and manufacturing to collaborate with partners in design, production, and marketing. This continuous learning process strengthens the company’s capabilities and resilience.

Expansion of Product Categories: Rexon currently specializes in manufacturing spin bikes, treadmills, elliptical trainers, stair climbers, indoor cycling bikes, rowing machines, smart strength training machines, weight training equipment, and bike trainers. With years of accumulated expertise and experience, the company has built a strong reputation in the industry, earning the trust of existing clients while attracting new customers eager to explore potential collaborations. Continuous Customer Acquisition: As an OEM manufacturer in the fitness equipment industry, Rexon serves major fitness brands. In recent years, it has actively sought new customer partnerships, continuously expanding its co-developed product portfolio. The company is leveraging its R&D and production capabilities to enhance technological standards and expand production capacity, meeting the demands of both existing and potential clients. Rexon anticipates significant growth in fitness equipment sales this year, driving substantial business expansion

  1. Smart Mobility (E-Mobility) : Amid global ESG trends, reducing and ultimately eliminating carbon emissions is a shared objective. With 50 years of experience in electromechanical integration and expertise in motors, electrical components, and mechanical structures, Rexon is committed to developing electric-powered solutions as alternatives to fuel-powered systems.

The company has developed a range of E-Mobility products, including electricassisted bicycles, smart lawn-mowing robots, and drones. Additionally, Rexon is proactively expanding into other high-growth electric vehicle applications, such as golf carts, beach buggies, and electric transport vehicles.

As environmental consciousness continues to rise worldwide, the applications derived from electric motor-driven technologies will remain a key focus for Rexon. This sector represents the company's strategic investment in building a robust and sustainable industry for the next 50 years.

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Four. Operational Overview

II. Overview of market and production/sales

  • (I). Market analysis

  • Regions of distribution (provision) for the Company’s major products (services) analysis: The major products of the consolidated company are power tools and fitness equipment, which are mainly for international sales and sold in North America (the U.S.) in terms of region.

Region 2024 2024 2023 2023
Sales amount Percentage in net
Sales amount
Percentage
in
net
sales % sales %
America 5,601,756
92%

5,949,273

89%
Europe 258,202
4%

609,258

9%
Asia 241,537
4%

95,031

1%
Others -2,209
-0%

54,899

1%
Total 6,099,286
100.00%

6,708,461

100.00%
  1. Market share:

  2. (1). Power Tools:

Rexon’s product sales are primarily concentrated in North America, with Europe and other regions as secondary markets. In the U.S. and Europe, benchtop power tools, such as miter saws and table saws, dominate the market. Rexon's main export products include miter saws, tile cutters, table saws, and drill presses. Additionally, the company has expanded its product portfolio to include a new outdoor battery-powered equipment series, featuring electric lawnmowers, hedge trimmers, and leaf blowers. These products were first introduced in the Taiwan market and are now being aggressively promoted through professional channels, retail stores, and social media.

  • (2). Fitness Equipment:

Rexon's fitness equipment market is also primarily based in North America, with spin bikes and treadmills being the top-selling products, followed by elliptical trainers and stair climbers. Demand in Europe and emerging markets such as Latin America has also been growing steadily. In addition to cardio equipment, strength training has been gaining popularity among both younger and older demographics, making it a key focus area for Rexon’s future investment.

  1. Market Outlook and Growth Potential

  2. (1). Power Tools Section

The demand for high-quality professional tools continues to grow, while ergonomic and lightweight designs are becoming increasingly important. In recent years, battery-powered tools have gained strong market acceptance, with major brands actively expanding their product lines in this segment. These tools have become a primary revenue driver.

In response to this trend, Rexon has collaborated with brands to develop

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Four. Operational Overview

cordless products and expanded its technology into garden tools. Production began last year, and this segment is expected to be a major growth driver for the company.

According to market research reports, the key factors driving growth in the power tool industry include: The continued growth of infrastructure and construction markets in emerging economies. Increased demand from automation industries for power tools. The rising popularity of battery-powered tools globally.

Additionally, geopolitical and environmental factors such as the RussiaUkraine war and North American wildfires are increasing the need for rebuilding efforts, which will further drive demand for power tools. In North America, major retailers like Home Depot, Lowe’s, and Harbor Freight are focusing on semi-professional and professional-grade power tools,

incorporating green design elements to enhance profitability and brand image. Since 2019, Rexon has been implementing sustainable development strategies and reducing carbon emissions. Key initiatives include:

Launching ESG projects, establishing a BLDC (Brushless DC Motor) production line, developing carbon-reducing product designs to align with future market demands.

  • (2). Fitness Equipment Section

According to ACSM's Health & Fitness Journal's "Worldwide Survey of

Fitness Trends for 2025", the top 10 global fitness trends are:

Wearable Technology Mobile Exercise Applications (Apps) Fitness Programs for Older Adults Exercise for Weight Loss Traditional Strength Training High-Intensity Interval Training (HIIT) Data-Driven Training Technology Exercise for Mental Health Functional Fitness Training Health & Wellness Coaching Although the demand for connected fitness classes has cooled down, a key shift is that people are prioritizing their personal health more than ever.

Consumers are willing to spend more time and effort on fitness to maintain or improve their overall well-being. Rexon is aligning its product development with global fitness trends, particularly in senior fitness and strength training.

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Four. Operational Overview

The demand for fitness equipment is evolving, with hybrid usage models between gyms and home workouts becoming more common. Consumer expectations now extend beyond basic functionality to include: Connected features, Health monitoring, accurate Fitness data tracking, Integrated entertainment.

In North America, "Made in the USA" has become a strong consumer preference, but this also presents a challenge for product competitiveness. As an OEM manufacturer, Li-Shan must strategically balance manufacturing locations with revenue growth while helping brand clients expand their market share and secure key supply chain positions.

The fitness market is no longer limited to traditional gym equipment. Any product that contributes to a healthier lifestyle is now a potential business opportunity. For example, outdoor fitness gear for home use is gaining traction. Rexon will continue to closely track industry trends and actively develop innovative products.

  • (3). New Business Ventures

Over the past two years, Rexon has been actively developing E-bike products, primarily focusing on E-Cargo Bikes. These high-powered mid-drive motor systems help logistics companies optimize last-mile deliveries. Additionally, Rexon’s patented cargo loading structure significantly reduces loading and unloading time, saving logistics operators substantial labor costs. Although the E-bike market experienced a downturn last year due to inventory issues, stock levels are now stabilizing, and the market outlook for this year is optimistic. Another promising sector is drones, which have become one of the world's hottest markets. Given the current U.S.-China trade tensions, there is a strong push for non-Chinese drone manufacturers, creating a major opportunity for Taiwan. Rexon is actively following government policies and investing in drone motor development and full drone system production, ensuring strong revenue growth in this new business segment.Another promising sector is drones, which have become one of the world's hottest markets. Given the current U.S.-China trade tensions, there is a strong push for non-Chinese drone manufacturers, creating a major opportunity for Taiwan. Rexon is actively following government policies and investing in drone motor development and full drone system production, ensuring strong revenue growth in this new business segment.

  • (4). Competitive Advantages

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Four. Operational Overview

Rexon is a leading manufacturer of power tools and fitness equipment, leveraging core competencies in motors, electronic control systems, and mechanical design. The company continues to introduce innovative products annually and has built a strong patent portfolio, accumulating over 300 patents. In 2019, Rexon implemented the EPS patent management system to maximize the value of its patents. Additionally, the company has long utilized CPC (Collaborative Product Commerce) and ERP systems to facilitate efficient product co-development between its Taiwan and China (Zhejiang Tongxiang) facilities.

In the era of Industry 4.0, Rexon has adopted smart logistics and Digital Signage systems for real-time inventory management, fully embracing lean manufacturing principles. The company also supports its suppliers in optimizing lean production, creating a highly efficient supply chain. In manufacturing, key innovations include: Aerial warehouse systems, Automated production equipment, Rexon LAB, a laboratory built to international standards to differentiate Rexon from low-cost competitors. Internally, Rexon continually improves efficiency and quality through employee-driven initiatives such as proposal improvement programs, teamwork projects, and innovation campaigns.

With strong foundations in manufacturing, R&D, marketing, and customer service, Rexon is committed to innovation, service, and differentiation, fostering long-term strategic partnerships with global clients. Furthermore, as global businesses face increasing ESG (Environmental, Social, and Governance) challenges, Rexon has completed a carbon footprint assessment in 2022 and has also published CSR (Corporate Social Responsibility) reports for both 2022 and 2023. From a practical standpoint, Rexon has implemented sustainability initiatives starting from raw material selection in product design to carbon reduction planning in manufacturing and supply chain management. These efforts include: reducing plastic packaging materials, optimizing packaging volume to lower transportation-related carbon emissions, collaborating with brand customers to promote sustainability and shared growth. Additionally, Rexon extends its commitment to carbon reduction to its suppliers, ensuring that sustainability is implemented across the entire supply chain from start to finish. Regarding manufacturing locations, Rexon’s new investments in Thailand and

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Four. Operational Overview

Vietnam significantly help mitigate the tariff impact of the Trump 2.0 trade policies on the power tools and fitness equipment sectors. These new production bases provide greater flexibility in manufacturing strategies, allowing Rexon to better adapt to shifting global trade dynamics and geopolitical challenges.

  1. Business Outlook: Opportunities & Challenges

  2. (1). Advantageous factors

    • A. Rexon’s high-quality products have been recognized and praised by major retailers and OEM manufacturers. Since partnering with global retail chain stores in 1998, Rexon has continuously gained experience and expanded its customer base in the retail sector.

      • In the field of power tools, Rexon has been actively expanding its existing business and adding renowned retail chain clients year after year, ensuring continuous growth in its overall production and sales network. In the fitness equipment sector, Rexon has established business relationships with well-known brands and has been steadily expanding its operations while continuously accumulating research and production expertise. Moreover, we actively engage with the consumer market to understand user needs, proposing innovative structural designs to our clients to enhance product uniqueness and differentiation.
    • B. Leveraging its four key advantages—quality, cost efficiency, delivery, and service - Rexon has maintained stable partnerships with renowned power tool brands, fitness equipment brands, and automotive parts brands. The company is also actively expanding its customer base and product portfolio, increasing new business opportunities to achieve greater revenue growth.

    • C. While actively pursuing shareholder interests, Rexon invests in development and reconfigures factory facilities to enhance production capacity and efficiency. Rexon is committed to creating a friendly work environment by adding an employee gym, on-site rest areas, and redesigning the employee garden. Additionally, the company promotes green energy policies by electrifying transportation equipment and installing solar panels, contributing to a more sustainable planet.

  3. (2). Adverse Factors

    • A. The demand for home fitness equipment has slowed, while the demand for commercial fitness machines has increased. In response, Rexon has restructured its market strategy to balance the distribution of machines across different usage sectors. Additionally, U.S. tariffs and inflation issues have significantly impacted various industries. To mitigate these challenges, Rexon will leverage its advantages of diversified manufacturing locations strategy, to minimize the impact while also creating new business opportunities.

    • B. The ongoing Russia-Ukraine war continues to disrupt global raw material supply stability and cause exchange rate fluctuations, posing challenges for the entire manufacturing industry. While such external factors are beyond control, we minimize their impact through risk management. Specifically, to address exchange rate fluctuations, we have established communication channels with banking experts and utilize forward exchange rate operations to hedge against foreign exchange risks.

  4. 68 -

Four. Operational Overview

  - C. Regarding raw material supply, we apply lean manufacturing principles and implement supplier quality guidance to prevent defects that may lead to returns, minimizing wasted labor and costs. Additionally, we reduce material waste by leveraging a systematic procurement and supplier network, enabling proactive order planning and precise control over raw material readiness. Countermeasures:

     - a.  Committed to sustainable operations, we strive to maximize overall benefits for all corporate stakeholders.

     - b.  Leveraging our leading electromechanical technology, we provide highquality products and services to our brand customers.

     - c.  Upholding a continuous improvement mindset, we achieve excellence in lean manufacturing and management.
  • (II). Key purpose and manufacturing process of major products

  • Key purpose


Major product
Key purpose
Power tool Functions such as cutting, planing, drilling, sawing,
grinding and grooving for the materials, e.g. woods, metal,
plastics,tiles and acrylic.
Fitness device Body health improvement, medical treatment, body
rehabilitation, weight loss, muscle-building and
cardiopulmonary training as well as the enhancement of
physical fitness.
E-Mobility Auxiliary mobility tools under the trend of oil-to-electricity
conversion, includes the products of sports, consumer
goods,and commercial fields.
  1. Production processes

  2. (1). Power tool(including outdoor power tools) related products production flowchart

==> picture [430 x 198] intentionally omitted <==

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

Raw material
Cast iron Casting Machining
Aluminum Paint
Die casting Machining Assembly End product
ingot spraying
Stamping and
Steel plate Unloading Machining
forming
Heat Surface
Round iron Machining Grinding
treatment treatment
Plastic Injection
Motor
Hardware
accessory
----- End of picture text -----

  • 69 -

Four. Operational Overview

(2). Fitness device and E-Mobility related products production flowchart

==> picture [496 x 297] intentionally omitted <==

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

Raw material
Control panel
Baking
Cast iron Casting Machining varnish
Aluminum
Die casting Machining
ingot
Stamping and
Unloading
Steel plate forming Assembly End product
Steel pipe Stamping Elbow Weld machining
(electro-deposition)
Heat Surface
Round iron Machining Grinding
treatment treatment
Plastic Injection
Baking
varnish
Motor
Hardware accessory
Aluminum extrusion Machining Welding T4 Shaping T5 Grinding varnish Baking
----- End of picture text -----

(III). Supply status of major raw materials


Major raw

Major supplier
Supply status
material
Aluminum ingot A01,A02 Good
Ballbearing B01,B02,B03,B04,B05,B06,B07 Good
Motor C01, C02, C03, C04, C05 Good
Saw blade D01,D02 Good
Magnesium alloy E01 Good
Plastic F01,F02,F03,F04,F05,F06,F07 Good
Steelplate G01, G02, G03 Good
Steelpipe H01,H02,H03,H04 Good
Controlpanel I01,I02,I03,I04,I05,I06,I07 Good
  • 70 -

Four. Operational Overview

  • (IV). The name of the customer that accounted for more than 10% of the total purchase (sales) amount in any of the most recent two years, the proportion of the purchase (sales) amount, and the reason for the changes.

  • Information on major suppliers for the most recent two years:

Unit: NTD thousand

Item 2023 2023 2023 2023 2024 2024 2024
Name Amount Percentage in Relationship with Name Amount Percentage in Relationship with
annual net the issuer annual net the issuer
purchase (%) purchase (%)
Major suppliers that accounted for more than 10% of the total purchase: None
Net purchase 5,018,085
100
Net purchase 4,340,189
100

Note 1: The name of the major supplier that accounted for more than 10% of the total purchase in the most recent two years, the amount and proportion of the purchase shall be indicated. Where the name of the supplier cannot be disclosed due to a contractual agreement or the counterparty is an non-related individual, the name may be substituted by a code.

Note 2: Where the Company has stocks listed on the Taiwan Stock Exchange or the Taipei Exchange and there is financial information audited, certified or reviewed by CPAs in the most recent year prior to the publication date of this annual report, the information must also be disclosed.

  1. Information on major customers for the most recent two years

Unit: NTD thousand

Item
2023 2024
Name Amount Percentage in
annual net sales
(%)
Relationship
with the issuer
Name Amount Percentage in
annual net
sales (%)
Relationship
with the issuer
1 D 5,190,472 77 None D 3,598,165 59 None
2 B 380,121 6 None B 540,425 9 None
3 A 394,846 6 None A 479,549 8 None
Others 743,022 11 Others 1,481,147 24
Net sales
(consolidated)
6,708,461 100 Net sales (consolidated) 6,099,286 100

Note 1: The name of the major customer that accounted for more than 10% of the total sales in the most recent two years, the amount and proportion of the sales shall be indicated. Where the name of the customer cannot be disclosed due to a contractual agreement or the counterparty is an non-related individual, the name may be substituted by a code.

  • Note 2: Where the Company has stocks listed on the Taiwan Stock Exchange or the Taipei Exchange and there is financial information audited, certified or reviewed by CPAs in the most recent year prior to the publication date of this annual report, the information must also be disclosed.

  • 71 -

Four. Operational Overview

III. Employees

  • (I). Number of employees, average years of service, average age, and education degree distribution ratio in the most recent two years and up to the publication of this annual report
report
January 31, 2025
Year 2023 2024 As of January 31,
2025 for the current
year
Number of
employees
Technical
personnel
108 103 102
Management and
administrative
personnel
228 221 222
On-site personnel 482 364 360
Total 818 688 684
Average age 39.7 41.3 41.3
Average years of service 7.9 9.8 9.9
Education
degree
distribution
ratio
PhD 0% 0% 0%
Master 6% 6% 6%
Bachelor 39% 42% 42%
Senior high school 33% 30% 30%
Below senior high
school
22% 22% 21%

Note: The information of the year and up to the publication date of the annual report shall be provided.

IV. Information on environmental protection expenses

  • (I). Losses arising as a result of environmental pollution incidents in the most recent year and up to the publication date of the annual report (including any compensation paid and any violations of environmental protection laws or regulations identified in environmental inspection; the disciplinary date, number of the disciplinary letter, provisions violated, requirements of the provisions violated, and specific punishment shall be specified), the estimated amount of the losses that may incur currently or in the future and the responsive actions taken, and the reasons in case the losses cannot be reasonably estimated: None.

  • The Company adopts the production method of the central satellite system for our power tool and fitness device manufacturing business. The central plant is responsible for development, design, assembly and marketing while 80% of the parts and accessories are provided by the third party. Hence, the central plant has not polluted the external environment during the manufacturing process, much less damage the ecological environment. The Company did not suffer losses related to environmental pollution in the most recent two years as a result. Currently, we continue the implementation of the following schemes:

  • 72 -

Four. Operational Overview

  • (1). Promoting the prohibitions of toxic substances as well as the recovery/reuse rate for raw materials and implementing the goal of green production in compliance with the EU’s environmental policies and the launch of WEEE and RoHS.

  • (2). Monitoring the surrounding noise to meet the factory noise control standards.

  • (3). Operating the local exhaust ventilation equipment to protect air quality and prevent pollution.

  • (4). Conducting environment protection related inspections and handling such as drinking water testing, operation environment inspections, waste removal and handling, domestic sewage tank maintenance, surrounding noise testing and waste oil removal and handling.

  • Management goals for environmental protection:

Rexon has established explicit goals for environmental protection and energy saving. We manage and regulate every use of energy resources as well as pollution emission through the environmental management system. Furthermore, continuous improvements are made in the hope of achieving eco-friendly goals including low pollution, low energy consumption and easy recovery during the processes of product development, production, use and scrapping. Roughly speaking, we have set up several important management goals for the long-term environmental protection.

  • (1). Goals for power saving and carbon reduction

The impact caused by climate change has been one of the common environmental issues that the world faces. Thus, the countries around the world should bear the responsibility for mitigating the greenhouse effect together. In order to be in line with the government’s policies and achieve energy saving and carbon reduction, Rexon has established a long-term management goal for renewable energy. We have also collaborated with a third party and entrusted them with installing solar power systems on the roofs of the existing factories. We started applying for installation in 2019 and have officially generated electricity since July 2019. The total installed electricity capacity was 1,207.86KW.

  • (2). Goals for waste reduction

Waste is deemed a misplaced resource. In order to improve the resource use efficiency, Rexon consistently adopts measures such as reducing general and recyclable waste, requiring all employees to sort waste and assigning dedicated personnel to the waste recovery field for control. With these, Rexon will continue to reduce hazardous business waste and increase the amount of

  • 73 -

Four. Operational Overview

the recyclable waste resources based on the generation of business waste.

  • (3). Goals for water saving

Under global environmental change, water resources are getting scarce day by day, which is another material environmental impact that humans will face in addition to energy saving and carbon reduction issues. We have improved the manufacturing process and hardly generated process wastewater in order to protect water resources and operate the corporation sustainably. In terms of the water used by the employees for domestic demands, we strive to disseminate the concept and measures of water saving to the employees and reduce domestic wastewater in an active manner.

V. Labor-management relationship

  • (I). A specification of the Company’s employee welfare measures, continuing education, training, retirement systems and implementation status thereof, as well as labormanagement agreements and employee rights protection measures.

  • Employee benefit measures

    • (1). Two-day weekend.

    • (2). Direct employee retention bonuses.

    • (3). Quality gyms for employees, table tennis rooms, breastfeeding rooms, “happy organic farms” for employees, classrooms for woodworking and free parking lots.

    • (4). Spacious and clean restaurants with the provision of free lunch and dinner for the employees.

    • (5). The Employee Welfare Committee and industrial unions.

    • (6). Labor and health insurance and a 6% pension contribution.

    • (7). Menstrual and paid pregnancy checkup leaves.

    • (8). A five-day paternity leave.

    • (9). Annual, regular and free health checkups for the care of employee health.

    • (10). Dedicated industrial nurses and doctors stationed at the factories monthly for service.

    • (11). Regular conduction of Employee and Family Activity Days (e.g. large barbeque activities, mountain climbing, fishing and singing karaoke).

    • (12). Gift vouchers for Labor Day, Moon Festival and birthday as well as year-end dinner party and lot drawing.

    • (13). Subsidies for marriage, funeral, festivities and childbirth, emergency aid and allowances for clubs (e.g. yoga, badminton, mountain climbing, softball, craft and singing clubs).

    • (14). Travel subsidies for the employees and their families and employee gathering subsidies.

    • (15). Multiple contracted stores for employees to enjoy discounts.

    • (16). Cooperative contracted child care centers.

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Four. Operational Overview

  1. Employees’ training and continuing education:

  2. (1). The Company’s employees should participate in the pre-service training courses for new employees and the in-service vocational training after they registered for the duties. In addition, an annual training plan was established and then conducted according to the annual training requirement survey. Performance evaluations have been implemented based on the training results to enhance employee competency and improve the operational performance and competitiveness of the Company.

  3. (2). To be in line with the log-term development of the Company and boost the quality of employees, we have arranged general training and professional courses as well as inviting the employees to hold internal sharing and courses on professional techniques. The Company has allowed every employee to fulfil his or her maximum potential by talent cultivation and training.

    • A. General training: Fire safety training and educational training on labor safety.

    • B. Professional training: Sending the employees to training institutions to participate in courses (according to the profession of each department) and training with respect to the knowledge needed for work, such as audit, accounting, management of managerial officers, professional technique, market promotion and business training.

  4. (3). The Company has set up the “Implementation of Educational Training Guidelines” for the employees to follow.

  5. (4). 12,710 of the Company’s employees actually participated in the training in 2024, including internal, self-funded and all free training courses held by the competent authority, accounting firms and the industry. In 2024, the actual training expense of the Company was NT$3,963 thousand.

  6. The code of employee conduct and ethics:

  7. (1). For the code of employee conduct and ethics, the Company has established many relevant regulations and guidelines as the criteria that the employees should follow for their behaviors. The main contents are:

    • A. Agreements related to ethical standards, recusal due to conflict of interest, profiteering prevention, prohibition of wrongdoings, banquet specifications, recusal from reception, other agreements and non-disclosure agreements subject to the Company, non-disclosure with respect to Intellectual property and non-compete restrictions as well as personnel management shall be observed.

    • B. Disciplinary measures.

    • C. Specifications on the duties of each unit and the functions of the organization.

    • D. Establishment of employee performance management plans along with the management procedure of performance evaluation and development. This is for effectively achieving the Company’s operational goals as well as making the employees pursue the achievement and development regarding their positions through performance management at present and in the future.

  8. 75 -

Four. Operational Overview

  • (2). The Company evaluates the employees according to regulations such as the duties of each unit and personnel management guidelines, employee reward and disciplinary policy, and performance management and evaluation regulations. The employees have been informed to comply with all reward and disciplinary regulations, and rewards and punishments shall be given in accordance with the aforementioned regulations.

  • Retirement system and its implementation status

  • (1). We make monthly contributions to the pension and remit it to the labor pension reserve funds account opened by the Labor Pension Fund Supervisory Committee in line with the Labor Standards Act. The “Labor Pension Act” has also been enforced since July 1, 2005.

    • A. The “Labor Pension Act” is applicable to all employees that took office on July 1, 2005.

    • B. Those who took office before July 1, 2005 may choose the pension regulations specified in the “Labor Pension Act” or the “Labor Standards Act.”

  • (2). Where any of the following occurs, an employee may voluntarily apply for retirement:

    • A. Where the employee has continuously worked for the Company for more than fifteen years and has reached the age of fifty-five years old.

    • B. Where the employee has continuously worked for the Company for more than twenty-five years.

    • C. Where the employee has continuously worked for the Company for more than ten years and has reached the age of sixty years old.

  • (3). Standards for pension provision

    • A. For the employees to whom the “Labor Standards Act” is applicable:

      • a. We make monthly contributions to the pension and remit it to the labor pension reserve funds account at the Bank of Taiwan in line with the Labor Standards Act.

      • b. Two bases are given for each full year of service rendered. However, for the rest of the years over fifteen years, one base is given for each full year of service rendered. The total number of bases shall be no more than forty-five. The length of service is calculated as half year when it is less than six months and as one year when it is more than six months. The pension is calculated according to the bases given for the years of service rendered as well as the average wage six months before the employee’s retirement.

    • B. For the employees to whom the Labor Pension Act is applicable, the Company shall contribute 6% of the employee’s monthly wage to the personal labor pension account at the Bureau of Labor Insurance.

    • C. The Company appropriate 15% of the total monthly wage of an employee as the pension and remit the amount to the labor pension reserve funds account at the Bank of Taiwan in the name of the Labor Pension Fund Supervisory Committee. As of December 31, 2024, the balance of the labor pension reserve

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Four. Operational Overview

funds account at the Bank of Taiwan was NT$367,321 thousand, and the value of defined benefit obligation was NT$126,541 thousand.

  - D. In 2024, the pension expenses of the Company under the specific pension allocation guidelines was NT$20,733 thousand. These had been contributed to the Bureau of Labor Insurance.
  1. Remuneration policy

  2. (1). Employee remuneration: According to Article 25 of the Articles of Incorporation: If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no higher than 5% as the remuneration to the directors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares (treasury or new shares) or cash may include those of the controlled or affiliated companies who meet certain criteria.

  3. (2). The year-end and relevant bonuses shall be distributed based on the Company’s operational performance and personal performance.

  4. Senior managers’ remuneration and ESG-related performance incentives

  5. (1). Purpose: With increasing focus on environmental, social, and governance (ESG) issues by companies, linking senior managers’ remuneration to ESG performance has become a global trend. This approach aims to explore effective ways to link senior managers’ compensation with ESG performance to foster the sustainable development of enterprises.

  6. (2). Objectives

    • A. Establish a mechanism to link senior executives’ compensation with ESG performance.

    • B. Improve the environmental, social and governance performance of the company.

    • C. Increase the long-term value of the business and shareholder returns.

  7. (3). Evaluation methods

    • A. Performance evaluation: Setting short-term and mid- to long-term ESG goals.

    • B. Remuneration Linking

      • a. Adjust senior managers’ remuneration based on the results of ESG performance evaluations.

      • b.

      • b. Establish an incentive mechanism to encourage senior managers to achieve ESG targets.

(4). Bonus Payment Standards

Indicator items Indicator items weight (%) Description annual
achieveme
nt rate (%)
Proportion in
annual
performance
bonus(%)
generally KPI
indicators
100% Includes the ratio of the current year's pre-
tax profit to the budget target, and the
growth rate compared to thepreviousyear.
XX
  • 77 -

Four. Operational Overview

Additional
bonus
indicators
ESG
indicators
+5% to
+10%
Includes non-financial and external financial
performance indicators, such as corporate
governance implementation effectiveness
and carbon reduction results for theyear.
XX
  1. Material Internal Information Handling Procedure:

  2. (1). The Company established the Material Internal Information Handling

Procedure for the employees, managerial officers, directors and supervisors to follow.

Material Internal Information Handling Procedure Established by the Board of Directors and published on December 31, 2009

Chapter I General Provisions

I. Purpose of establishment

This Procedure is specifically established to set up a good mechanism for the handling and disclosure of the Company’s material internal information, avoid inappropriate information leakage and ensure the consistency and accuracy of the external information released by the Company. The employees are subject to this Procedure.

II. Implementation in line with laws and regulations and this Procedure

The Company shall handle and disclose the material internal information in accordance with relevant laws, the regulations of the Taiwan Stock Exchange Corporation and this Procedure.

III. Scope of application

This Procedure is applicable to all directors, supervisors, managerial officers and employees of the Company.

The Company shall ensure that any other person who acquires knowledge of the

Company's material internal information due to identity, occupation or controlling interest complies with the regulations related to this Procedure. …………(part of the contents are omitted owing to space limitations)

Chapter II Procedure for the Non-Disclosure of Material Internal Information

VI. Firewall operations for non-disclosure - personnel

The directors, supervisors, managerial officers and employees of the Company shall fulfill the duty of care and the fiduciary duty of a good administrator as well as acting in good faith in the conduct of business operations. Further, the non-disclosure agreements shall be signed.

No director, supervisor, managerial officer or employee with the knowledge of material internal information of the Company shall disclose the known information to others. …………(part of the contents are omitted owing to space limitations) Chapter III Procedure for the Disclosure of Material Internal Information

X. Principles of material internal information disclosure

The Company shall comply with the following principles when making external disclosures of material internal information: the information disclosed shall be accurate, complete and timely; there shall be a well-founded basis for the disclosure of information; and the information shall be disclosed fairly. ……(part of the contents are omitted owing to

  • 78 -

Four. Operational Overview

space limitations)

Chapter IV Handling of Abnormal Events

XIV. Reporting of abnormal events

Where the directors, supervisors, managerial officers or employees of the Company are aware of any disclosure of material internal information, they shall report to the dedicated

unit and the internal audit department as soon as possible.

The dedicated unit shall draw up countermeasures after receiving an aforementioned

report. It may invite members from the internal audit and other departments for discussion and keep a record of the handling results for future reference when necessary. The internal audit unit shall also perform audits as their duties may require. …………(part of the contents are omitted owing to space limitations)

Chapter V Internal Control and Educational Dissemination

Chapter VI Additional Rules

XVIII. Implementation and amendment

This Procedure shall take effect after having been submitted to and approved at the Board

of Directors. Subsequent amendments thereto shall be effected in the same manner.

  1. Work environment and employee’s personal safety protection measures:

  2. (1). The Company established the Industrial Safety and Health Work Rules to regulate matters related to safety management and for the employees to follow.

  3. (2). The Company has appointed qualified first-aid personnel and prepared sufficient first-aid kits in accordance with the “occupational safety and health” relevant laws and regulations.

  4. (3). The Company has set up an emergency response team to organize and define procedures, e.g. Emergency Response Procedure and Industrial Safety and Health Work Rules to respond to emergencies and accidents, including power failure, water outage, fires, floods, typhoons, earthquakes, personnel injuries (that may cause temporary or permanent disability), food poisoning, statutory communicable diseases (SARS) and water pollution. The Procedure and the Rules are applicable to any emergency that may result in environmental pollution as well as causing the personnel to lose their lives and properties.

  5. (4). Educational training: Educational training on safety and health

    • A. Implemented for new personnel. In 2024, a total of 130 people participated in the training.

    • B. For those who shift their jobs.

    • C. Educational training on safety and health for new managerial officers.

  6. (5). Equipment safety:

    • A. Inspections on each part of a forklift shall be implemented annually on a regular basis. Braking, directional, stowage and oil-pressure devices as well as clutches, roofs and masts shall also be inspected for abnormalities every month.

    • B. The machines and protection devices shall be inspected for their normality before work. Where they make unusual sounds or if other abnormalities are identified during their operation, they must be shut down and inspected as soon as possible. Compliance with this matter along with the focus on it are especially required for high-speed and high-pressure machines.

  7. 79 -

Four. Operational Overview

     - C. Where the sound made by machines and equipment in the workplace exceeds the standard decibel level, measures such as engineering improvement and machine repair shall be taken to reduce or isolate noises. Soundproofing protection devices (e.g. earplugs and earmuffs) may be worn to prevent hearing damage.

     - D. A special health checkup was implemented for special operators in 2024.

  - (6). Environmental safety:

     - A. Sorting and rectifying the places of operations on a daily basis.

     - B. Inspecting domestic drinking water and the water dispensers periodically.

     - C. Inspecting noises, dust and illuminance periodically.

     - D. The 5S movement for all factories were conducted in 2024.

  - (7). Medical treatment and health care:

     - A. Implementing annual health checkups for employees and special health checkups for special operators.

     - B. Hiring nurses and doctors to be stationed at the factories and provide consulting services. In 2024, doctors were stationed at the factories for a total of 20 times.

     - C. Breastfeeding rooms have been set up in accordance with the Act of Gender Equality in Employment.

  - (8). Fire safety: A completed fire protection system has been set up in accordance with the Fire Services Act and the established Fire Protection Plan while the educational training on reporting, fire extinguishment and refuge is conducted. In 2024, we conducted four kinds of training twice.
  1. For other important agreements, the Company implements regular labormanagement meetings in line with the implementation of the labor-management meeting regulations specified in Article 83 of the Labor Standards Act. Thus, the both parties are able to voice their opinions and achieve adequate communication and coordination.

  2. (II). A specification of losses arising as a result of labor-management disputes in the most recent year and up to the publication date of the annual report (including any violations of the Labor Standard Act identified in labor inspection; the disciplinary date, number of the disciplinary letter, provisions violated, requirements of the provisions violated, and specific punishment shall be specified), the estimated amount of the losses that may incur currently or in the future and the responsive actions taken, and the reasons in case the losses cannot be reasonably estimated.

  3. A specification of losses arising as a result of labor-management disputes in the most recent year and up to the publication date of the annual report: None.

  4. The estimated amount of the losses that may incur currently or in the future and the responsive actions taken: The Company has reached a consensus between labor and management. With a harmonious labor-management relation, we have not suffered any losses due to labor-management disputes. The possibility of suffering any losses due to these disputes in the future is expected to be extremely low.

VI. Cyber security management

  • (I). Descriptions of the cyber security risk management structure, cyber security

  • 80 -

Four. Operational Overview

policies, specific management plans and resources invested in cyber security management.

  1. Information security risk management structure: The Company has enhanced the information safety management to ensure the confidentiality, completeness and availability of the information assets. The goal is to provide an information environment for the continuous operation of the Company’s business. The Company has not established a cross-department Information Security Committee. As a result, the officer of the General Administration Division (which is superior to the Information Management Department) is currently responsible for this matter.

  2. Cyber security policy

  3. (1). The Information Management Department under the General Administration Division is currently responsible for organizing all matters related to information security management.

  4. (2). Establishing a list of information assets and personal data for regular inventory; Conducting risk management with risk assessment on information security and personal data as well as implementing all control measures.

  5. (3). Holding irregular educational training and dissemination on information security and personal data protection; The new personnel shall sign a nondisclosure agreement for cyber security.

  6. (4). The employees of the Company shall comply with the Company’s security specifications on information or confidentiality.

  7. (5). The suppliers and outsourced companies of Rexon shall comply with the Company’s information security specifications and agreements.

  8. (6). Proper backups and redundancy are set up for important information systems or equipment.

  9. (7). The installation of antivirus software in all personal computers as well as regular updates are required while the use of unauthorized software is prohibited.

  10. (8). Establishing the management mechanism of continuous business operation and implementing regular internal audits every year to ensure the effectiveness of the information security and personal data protection management system.

  11. Specific cyber management plans and the resources input for the cyber security management:

  12. (1). Security management with respect to information assets.

  13. (2). Security management with respect to networks and computer systems.

  14. (3). System access control and security management with respect to the development and maintenance of the systems.

  15. (4). Maintenance services of the outsourced professional computer and information companies.

  16. (5). Listing the inspection and control on information security and personal data protection as items to be covered in the annual audit.

  17. (6). Self-inspections shall be implemented annually based on the internal control system, and the implementation performance shall be reported to the Board of Directors along with the Statement of Internal Control System.

  18. 81 -

Four. Operational Overview

  • (II). A specification of losses arising as a result of material cyber security incidents in the most recent year and up to the publication date of this annual report, possible impact thereof and responsive actions therefor, and the reasons in case the losses cannot be reasonably estimated: None.

VII. Important contracts:

Unit: NTD thousand

Unit: NTD thousand February 28, 2025
Nature of Financing
Financing
Party Contract start/end date Restrictive clause
contract limit balance
Long-term
borrowings
Hua Nan Commercial
Bank
From February 2020 to April
2025
630,000
18,333
“Returning overseas Taiwanese
businesses” of the National
Development Council
Long-term
borrowings
Hua Nan Commercial
Bank
From October 2024 to October
2027
500,000
91,667
Long-term
borrowings
Chang Hwa Bank From May 2022 to May 2026 200,000
62,500
  • 82 -

Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment

Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment

I. Financial status

  • (I). The main reasons for any material change in the Company's assets, liabilities, or equity in the most recent two years, and the effect thereof; where the effect is of material significance, describe the measures to be taken.

  • The current assets in the current period are reduced by NT$1,559,484 thousand in comparison with the previous period:

    • (1). The cash and bank deposit is reduced by NT$910,882 thousand as a result of the reduced sales amount and the adjustment of the funds.

    • (2). The net accounts receivable are reduced by NT$360,003 thousand as a result of the reduced net sales of NT$609,175 thousand in 2024 compared with that in 2023.

    • (3). The inventory is reduced by NT$256,341 thousand as a result of the operating requirements.

  • The non-current assets in the current period are reduced by NT$270,650 thousand in comparison with the previous period:

    • (1). The deferred tax assets are reduced by NT$16,906 thousand.

    • (2). The non- current defined benefit assets are increased by NT$20,640 thousand as a result of the actuarial pension.

    • (3). Other non-current assets as a result of the reduced prepayments for business facilities.

  • The current liabilities in the current period are reduced by NT$1,862,446 thousand in comparison with the previous period:

    • (1). The short-term borrowings are reduced by NT$23,858 thousand.

    • (2). The notes payable are reduced by NT$474,723 thousand, the accounts payable are reduced by NT$1,127,512 thousand, and other payables are increased by NT$87,561 thousand as a result of the reduced sales amount and thus the reduced accounts payable.

    • (3). The tax liabilities in the current period are reduced by NT$28,324 thousand.

    • (4). The long-term borrowings due within one year are reduced by NT$270,837 thousand as a result of fund procurement.

    • (5). Other current liabilities are increased by NT$29,607 thousand as a result of the increased temporary credits.

  • The non-current liabilities in the current period are reduced by NT$119,012 thousand in comparison with the previous period:

    • (1). The long-term borrowings are reduced by NT$120,425 thousand as a result of fund procurement.

    • (2). The current lease liabilities are increased by NT$1,194 thousand as a result of amortization of car and factory building rentals.

  • The equity attributable to owners of the parent is increased by NT$150,752 thousand. (1). The retained earnings are increased by NT$117,589 thousand as a result of the increased net profit in current period.

  • Countermeasures of the Company:

    • (1). Develop operation models and innovative technologies in line with the trends and opportunities to increase product and technology innovation results and improve the overall added value.

    • (2). Improve the production and operation efficiency of the Company by implementing lean management throughout the Company to enhance the competitive advantages.

    • (3). Enhance the competitive advantages in the supply chain by improving the supply chain quality, productivity, cost, and lead time.

    • (4). Meet the needs of the customers in every aspect by providing comprehensive and attentive services.

  • 83 -

Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment

II. Financial performance

  • (I). The main reasons for any material change in the Company's operating revenue, operating net profit, and net profit before tax in the most recent two years, expected sales volume and its basis, potential impact on the finance and business of the Company, and countermeasures

  • The operating revenue is reduced by NT$609,175 thousand in comparison with the previous period as a result of decreased customer demand, leading to reduced purchases from customers.

  • The gross profit is reduced by NT$176,841 thousand as a result of lower operating revenue compared to the previous period.

  • The operating expenses are increased by NT$81,143 thousand primarily as a result of the increase in marketing and administrative expenses by NT$40,912 thousand and NT$34,447 thousand, respectively.

  • The operating income is reduced by NT$257,984 thousand in comparison with the previous period, primarily as a result of the decrease in gross profit by NT$176,841 thousand and the increase in operating expenses.

  • The non-operating revenue is increased by NT$242,409 thousand in comparison with the previous period, primarily as a result of the increased foreign exchange gains by NT$210,795 thousand.

  • The profit before tax is reduced by NT$15,575 thousand in comparison with the previous period, primarily as a result of the reduced operating income by NT$257,984 thousand and the increased non-operating revenue by NT$242,409 thousand.

III. Cash flow

(I). Analysis and description of variations in cash flow in the most recent year

Year
2024
2023 Increase (decrease)
**Item ** ratio %
Cash flow ratio -6.42
40.08

-116.02%
Cash flow adequacy
96.73
119.14

-18.81%
ratio
Cash reinvestment
-6.36
32.3

-119.69%
ratio
  1. The cash flow ratio in 2024 is less than 2023, primarily as a result of the reduced net cash flow from operating activities.

  2. The cash flow adequacy ratio in 2024 is less than 2023, primarily as a result of the lower increase rate of the net cash flow from operating activities in the previous five years compared to the capital expenditure + inventory increase + cash dividends.

  3. The cash reinvestment ratio in 2024 is less than 2023, primarily as a result of the reduced net cash flow from operating activities.

  4. (II). Cash liquidity analysis for the next fiscal year

Unit: NTD thousand

Cash balance at the Annual net cash flow from Annual cash Cash surplus
beginning ofperiod operating activities outflow(inflow) (deficit)
2,372,119 100,000 400,000 2,072,119
  1. Operating activities: The Company estimates a net cash inflow from operating activities of approximately NT$100,000 thousan.

  2. Investment activities: The Company estimates an increase in investment and equipment spending.

  3. Financing activities: The Company estimates an increase in bank loans.

(III). Improvement plan for insufficient liquidity: N/A.

  • 84 -

Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment

VI. The Impact of major capital expenditures in the most recent year on finance and business

  • (I). The impact of major capital expenditures in the most recent year on finance and business: In response to the expansion of our operation scale, the Company will focus on fitness devices in Taiwan plants and investment in related automated machinery and equipment is needed. If the Company cannot increase the revenue correspondingly, the finance will be affected negatively.

V. The reinvestment policy for the most recent year, the main reasons for the profit/loss

generated thereby, the improvement plan, and the investment plan for the coming year

  • (I). Reinvestment policy: Direct services to customers, complete product lines, and assurance of capacity.

  • (II). Profit/loss from reinvestment:

Name of investee Cost of
investment
Carrying
amount
Current
(loss) gain
Investment
(loss) gain
Main reason and improvement plan
Fine Clear Co., Ltd. 14,197 16,305
888
142
Rexon Technology
Corp.,Ltd.
293,741
107,614

290

239
Power Tool Specialists
Inc.
196,465
174,707

3,283

3,152
Gold Item Group
Limited
747,858
636,065

(37,826)

(37,826)

In response to the increase in tariffs between China and
the United States, the company will expand its factories
to Southeast Asia in 2025 to improve efficiency and
reduce costs and expenses to achieve operating
benefits.
Subtotal 1,252,261
934,691

(33,365)
(34,293)
  • (III). Investment plans for the future: Develop operation models and innovative technologies in line with the trends and opportunities in 2025 to increase product and technology innovation results and improve the overall added value. Improve the production and operation efficiency of the Company by implementing lean management throughout the Company to enhance the competitive advantages, meet the needs of the customers, create a win-win situation in the partnership, and pursue optimal growth and sustainable operations of the Company.

VI. Risk management and assessment

(I). The impact of the fluctuation in interest, exchange rates and inflation on the profit and loss of the Company, and the countermeasures in the future:

  1. Impact on the profit and loss of the Company: (NTD thousand; %)
Item Net interest
income (expense)

Net exchange
profit (loss)
Ratio of net
interest
income/expense
to net operating
revenue
Ratio of net interest
income/expense to
profit before tax

Ratio of net
exchange
profit/loss to net
operating
revenue
Ratio of net
exchange
profit/loss to
profit before tax
2024
52,145

151,979

-0.85%

-12.97%

-2.49%

-37.79%
  • (1). Fluctuation in interest rate: The borrows of the Company are floating rate liabilities. Thus, the fluctuation of the market interest rate will lead to the change in the effective interest rate of the borrowings and, if other variables remain unchanged, the net profit will fluctuate. With the level of borrowing in 2024 as the reference, whenever the interest rate increases or decreases by 1%, the net profit of the consolidated company in 2024 will decrease or increase by NT$6,862 thousand.

  • (2). Fluctuation in exchange rate: The Company has financial assets and liabilities denominated in foreign currencies. Assuming that other variables remain unchanged, when the exchange rate of TWD against USD, Euro, JPY and GBP fluctuates by 1% at the end of period, the net profit after tax will change by NT$19,970 thousand.

  • (3). Inflation: The Company purchases most of the merchandises from foreign countries while purchasing finished products mainly on the domestic market. Taking the purchase amount of about NT$4.3 billion for merchandises and materials in 2024 as an example, whenever the inflation rate increases by 1%, the cost of the Company in 2024 will increase by about

  • 85 -

Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment

NT$43,000 thousand.

  1. Countermeasures in the future:

    • (1). Countermeasures for fluctuation in interest rate: Control the fluctuation in interest rate for all the related financial products through analysis and assessment based on the flow of funds in the future to effectively cope with different potential risks brought about by the fluctuation in interest rate. As for long-term and short-term borrowings, maintain good interaction with banks to acquire the best interest rate level.

    • (2). Countermeasures for fluctuation in exchange rate: Build foreign exchange hedging mechanisms based on working capital plans and exchange development trends in the future. Operate hedging instruments under these mechanisms and maintain good relationship with banks to acquire the latest exchange information and perform hedging operation in a timely manner.

    • (3). Countermeasures for inflation: The Company meets customer needs for quality, after-sales services, R&D, and design on an ongoing basis to mitigate the impact of inflation (variation of economy). In addition, the Company continues to reduce the failure cost and waste to the extent of more than 10% by improving the revenue by more than 10% through the REXON101 project to mitigate the impact of inflation.

  2. (II). Policies on engaging in high risk and high leverage investments, loaning funds to others, endorsement and guarantee as well as derivative transactions, main reasons for profit and loss, and countermeasures in the future:

  3. The Company is not engaged in high risk and high leverage investments in the current year.

  4. The loaning funds to others, endorsement and guarantee in which the Company is engaged in the current year are subjected to the “Procedure for Loaning Funds to Others” and the “Endorsement/Guarantee Procedure”.

  5. The derivative transactions in which the Company is engaged are mainly for the mitigation of the foreign currency risk. Since the counterparties are international leading banks and premium domestic banks, the Company finds the probability of their violation is extremely low and, in case this occurs, the amount is not big.

(III). R&D plans and expected investment funds in the future.

Item
no.
Plans for the most recent year Current progress R&D funds
to be
invested
Time to finish for
mass production
Main factors influencing
R&D success in the future
1 Development of new PET
portable product
Depending on the
development
progress of the
department
5,000 Depending on the
development
progress of the
department
Lead time, quality, cost
2 Development of winch
machine
Depending on the
development
progress of the
department
5,000 Depending on the
development
progress of the
department
Lead time, quality, cost
3 Woodworking machine:
Development of new product
Depending on the
development
progress of the
department
20,000 Depending on the
development
progress of the
department
Lead time, quality, cost
4 Fitness device: Development
of new product
Depending on the
development
progress of the
department
60,000 Depending on the
development
progress of the
department
Lead time, quality, cost
5 Fitness device and
woodworking machine: R&D
of instrument and control
system
Depending on the
development
progress of the
department
30,000 Depending on the
development
progress of the
department
Reliability
and
life
of
control system
6 Development of innovative
product
Preparation of
samples for design
and development
30,000 Depending on the
market demand for
the product
Lead time, quality, cost
7 Development of New
Business
Preparation of
samples for design
and development
30,000 Depending on the
market demand for
the product
Lead time, quality, cost
  • 86 -

Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment

  • (IV). Impact of the variations in important domestic/foreign policies and laws on the finance and business of the Company and countermeasures:

  • The Company pays attention to the variations in important domestic/foreign policies and laws at all times and assesses their impact on the Company. There is no material adverse effect on the finance and business of the Company in the most recent year.

  • (V). Impacts of changes in technology (including cyber security risk) and industry on the finance and business of the Company and countermeasures: None.

  • The Company ensures understanding the development of the industry quickly by keeping close to the market and enhancing customer relationship. The Company is dedicated to innovation and research, and maintains relationship with the academic cycle to understand the changes in technology. There is no material adverse effect on the finance and business of the Company in the most recent year.

  • (VI). Impacts on crisis management and response measures in the event of changes in the corporate image: None.

  • (VII). Expected benefits and possible risks associated with mergers and acquisitions, and countermeasures: None.

  • (VIII). Expected benefits and possible risks associated with any plant expansion and countermeasures: The Company continues to expand the plant and equipment, and improve the process thoroughly in response to the needs of the customers. If the Company cannot increase the revenue correspondingly, the finance will be affected negatively. The Company will continuously perform leveling in the planning of the capacity to reduce the risk.

  • (IX). Risks associated with any centralization of purchasing or sales operations, and countermeasures: With this respect, the Company serves a handful of customers and continues to assess their financial status, the actual collection situation, and regularly assess the possibility of collecting receivables in order to reduce the risk.

  • (X). Impacts and risks from large transfers of shares held by our company’s directors, supervisors, and large shareholders holding more than 10% of shares, and countermeasures: None.

  • (XI). Impacts and risks from variations in the Company’s management rights and countermeasures: None.

  • (XII). Litigation and non-contentious cases: None.

  • (XIII). Other major risks and countermeasures: None

VII. Other important matters

(I).
Risk
management organization: management organization:
Risk management Responsible department Risk responsibility
Financial risk General Administration
Division
Responsible for calculation of the costs, funds procurement and control,
and exchange and interest rate risk
Liquidity risk
Market risk Marketing&Product Dept
and Sales Dept
Responsible for assessment of customer’s financial status, investigation
and assessment of domestic and overseas markets, development of
business, and sales
Credit risk
Strategic risk and
operational risk
General Administration
Division
Responsible for planning the operating strategies of the Company
Manufacturing Division
and Global Procurement
Dept
Responsible for global procurement of (raw) materials, improvement of
manufacturing capacity, minimum production costs, and products of
optimal quality.
Technical Division Responsible for product strategies, improvement and development of new
products, protection the intellectual property rights of the Company, and
establishment and maintenance of the quality system.
HR Division Responsible for the personnel policy and corporate image of the Company
  • 87 -

Six. Special Items

Six. Special Items

I. Information on affiliated companies

  • (I). Consolidated business report of affiliated companies 1. Organizational chart

==> picture [210 x 165] intentionally omitted <==

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

Rexon Industrial Corp., Ltd.
Rexon Technology Corp., Ltd.
(Rexon Tech)
Gold Tech Group Ltd.
Tongxiang Rexon Industrial Co., Ltd.
(Tongxiang Rexon)
----- End of picture text -----

2. Basic information on affiliated companies

March 31, 2024

Company Establishm Address Paid-up capital Primary business or Division of work among the

name
ent date
production item
affiliated companies that have
mutual business relationship
Rexon
Industrial
Corp., Ltd.
1973/4/30 No. 261, Renhua Rd.,
Dali Dist., Taichung
City
1,814,735,000 Development, design and
sale of drilling machines,
power tools and fitness
devices
Manufacturing of the
machines at high unit
price and development
of new products
Power Tool
Specialist, INC
1980/9/4 684 Huey Road, Rock
Hill ,SC ,29730 USA
US$100 Marketing and services of
woodworking machines
and power tools

Sales and service sites
in the USA
Gold Item
Group Ltd.
1990/01 P.O.Box957,Offshore
Incorporations Centre,
Road Town, Tortola,
British Virgin Islands
US$25,000,000 A holding company
engaging in international
investment
None
Gold Tech
Group Ltd.
2011/5/31 Rooms 1806-7,Bank Centre
636 Nathan Rd, Kowloon
US$ 25,000,000

A holding company
engaging in international
investment
None
Tongxiang
Rexon
Industrial Co.,
Ltd.

2012/6/27
No. 258, Gaoxinxi 2nd
Rd., Tongxiang
Economic Development
Zone, Tongxiang City
RMB
154,424,322


Production and sale of
electrical equipment,
woodworking machines
and their parts
Production of some
drilling machines and
woodworking
machines that Rexon
needs
Rexon
Technology
Corp., Ltd.
1990/1/23 No. 261, Renhua Rd.,
Dali Dist.,
Taichung
City
94,740,650 Research, development,
design, manufacture,
processing, and
transaction of IT and
communication product
and components
Production of some
controllers, instruments
and parts that Rexon
needs
  1. Information on the same directors of entities presumed to have a controlling and subordinate relationship: None.

  2. 88 -

Six. Special Items

4. Basic information on the directors, supervisors and President of the affiliated companies

March 24, 2025 March 24, 2025
Shareholding
Company name Title Name or representative Number of Shareholding
shares ratio
Rexon Industrial Corp., Ltd. President WangKuan-Hsiang 1,986,178
1.09%
Director Representative of Kun Forever
Co., Ltd.: Wang Kuan-Chua
26,369,472
14.53%
Director HuangChin-Hsiang 800,094
0.44%
Director Chen Chun-Wei 592,350
0.33%
Director Kuo Pu-Chao 107,000
0.06%
Director YangChing-Chi 0
0.00%
Independent director Lee Cherng 0
0.00%
Independent director Wu Chwan-Chyuan 0
0.00%
Independent director Chen Li-Tsung 0
0.00%
General Manager Lo Cheng-Chou 84,145
0.05%
Power Tool Specialist, INC President Steve Pang 0 0.00%
General Manager RayHolbrook 0 0.00%
Director Wang Kuan-Hsiang
Director serving as
CFO concurrently
Wang Kuan-Chuan 0
0.00%
Director serving as
secretary
concurrently
Chen Shu-Ping 0
0.00%
Gold Item Group Ltd. Director Corporate representative of
Rexon: Wang Kuan-Hsiang
25,000,000
100%
Tongxiang Rexon Industrial Co.,
Ltd.
President Corporate representative of Gold
Tech: Huang Chin-Hsiang
25,000,000
100%
Director Hans Hsieh 0 0.00%
Director ChengMei-Ling 0 0.00%
Director ChangYu-Ming 0 0.00%
Director Tsai Peng-Chi 0 0.00%
Director Wei,Chi-Feng 0 0.00%
Supervisor He Hsiu-Yuan 0 0.00%
Supervisor Hsu Sen-Yuan 0 0.00%
Gold Tech Group Ltd. Director WangChen Li-Mei 0 0.00%
Director WangKuan-Hsiang 0 0.00%
Director HuangChin-Hsiang 0 0.00%
Director Lo Cheng-Chou 0 0.00%
Director He Hsiu-Yuan 0 0.00%
Shareholder Gold Item GroupLtd. 10,000 100 %
Rexon Technology Corp., Ltd. President Corporate representative of
Rexon: Chen Chun-Wei
7,851,427
82.87%
Director Corporate representative of
Rexon: He Hsiu-Yuan
7,851,427
82.87%
Director Corporate representative of
Rexon: Kuo Pu-Chao
7,851,427
82.87%
Director Corporate representative of
Rexon: Chang Yu-Ming
7,851,427
82.87%
Director Corporate representative of
Rexon: Lin Wei-Chen
7,851,427
82.87%
Supervisor Corporate representative of
Weidian: Wang Chen Li-Mei
56,102
0.59%
Supervisor Corporate representative of
Weidian: Chen Shu-Chi
56,102
0.59%
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Six. Special Items

5. Operational overview of affiliated companies

Unit: NTD thousand

Current
Operating Operation
Company name Paid-up capital Total assets Total liabilities Net worth profit/loss (after

revenue

income (loss)
tax)
Rexon Industrial 1,814,735
7,332,697

3,387,640

3,945,057

6,014,984

263,283

318,832
Gold Item 747,858
617,033

-

617,033

-

-

(37,826)
US$25,000
US$18,818

US$0

US$18,818

US$0

US$0

(US$1,178)
Tongxiang
Rexon Industrial
745,565
1,006,978

391,569

615,409

767,506

(38,598)

(37,848)
US$25,000
US$30,710

US$11,942

US$18,768

US$23,903

(US$1,202)
(US$1,179)
P.T.S. 130,871
156,957

243

156,714

3,957

(37,301)

3,283
US$4,058
US$4,787

US$7

US$4,780

US$123

(US$1,162)
US$102
Rexon
Technology
94,741
165,530

35,673

129,857

167,980

(4)

290
  1. Consolidated financial statements of affiliated companies and information on endorsement, guarantee, loaning funds to others as well as derivative transactions: The companies that shall be included in the consolidated financial statements of affiliated companies in 2024 under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are identical with the companies to be included into the consolidated financial statements of the parent company and subsidiaries pursuant to IFRS 10 approved by the Financial Supervisory Commission. Furthermore, the information to be disclosed in the consolidated financial statements of the affiliated companies has also been disclosed in the aforementioned consolidated financial statements of the parent company and subsidiaries, and thereby it is not necessary to compile the consolidated financial statements of the affiliated companies.

  2. Affiliation report: N/A.

II. Private placement of securities in the most recent year up to the publication date of the annual report

  • (I). Private placement of securities in the most recent year up to the publication date of the annual report: None.

III. Other necessary supplementary explanations

  • (I). Additional information required to be disclosed: None.

  • (II). Any of the matters stated in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act which may have significant impact on the shareholders’ equity or the price of the securities in the most recent year up to the publication date of the annual report: None

  • (III). Information that is required to be recorded in Article 10, paragraph 1, subparagraph 3, item 8, the first paragraph of subparagraph 7, Article 17, and Article 21, subparagraphs 1 and 2, if it has been reported and announced on the information reporting website designated by the Commission, may be included in the index of the annual report information search, and the relevant reported and announced information shall be deemed to be recorded in the annual report: https://doc.twse.com.tw/server-

java/t57sb01?step=1&colorchg=1&co_id=1515&year=&mtype=K&isnew=true

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Rexon Industrial Corp., Ltd.

President: Wang Kuan-Hsiang

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