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RUENTEX DEVELOP — Annual Report 2025
Apr 30, 2026
52806_rns_2026-04-30_e801ab65-e0ec-4178-86fd-bbaef349de03.pdf
Annual Report
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Stock Code: 9945 Annual Report Enquiry: https://mops.twse.com.tw Company Website : https://www.rt-develop.com.tw
Ruentex Development Co., Ltd. 2025 Annual Report
Printed on April 15, 2026
Page number
Table of Contents
One. Report to Shareholders ...................................................................................... 01 Two. Corporate Governance Report I. Background Information of the Directors, the President, Vice Presidents, Assistant Vice Presidents, and Chiefs of Departments and Branches........ 04 II. Remuneration Paid to Directors, the President, and Vice Presidents in the Most Recent Year ...................................................................................... 20 III. Corporate Governance .................................................................................. 29 IV. Information on the fees payable to the attesting certified public accountants. ........................................................................................... …...103 V. Change of CPA ................................................................................................ .104 VI. The Company’s chairman, president, and manager of finance or accounting who has worked for a CPA firm or its associated enterprises within the year ........................................................................................... 104 VII. Shareholding transfers and shareholding percentage within the latest year, up till the publication date of this annual report, initiated by directors, managers, and shareholders with more than 10% ownership Interest ........................................................................................................ 105 VIII. Information on top 10 shareholders in proportion of shareholdings and who are stakeholders, spouses, or related to one another or kin at the second pillar under the Civil Code to one another ..................................... 108 IX. The total shareholding of the Company, the Company’s directors, managers, and the same investees directly or indirectly controlled by the Company, and the consolidated shareholding ratio calculated ................ 111 Three. Fundraising I. Capital and Shares ........................................................................................... 112 II. Corporate bond issuance ............................................................................... 117 III. Preferred shares ............................................................................................ 118 IV. Global depository receipts ............................................................................ 118 V. Employee stock warrants issuance ................................................................ 118 VI. New Restricted Employee Shares Issuance ................................................ 118 VII. Disclosure of New Shares Issued in Exchange for Other Company Shares ........................................................................................................... 118 VIII. Implementation of capital utilization plans ............................................. 118 Four. Operational Overview I. Business Content .............................................................................................. 119 II. Market and Production/Distribution Overview .......................................... 123
III. Employees ...................................................................................................... 127 IV. Information on environmental protection expenditure............................. 128 V. Labor-management relations ........................................................................ 132 VI. Cybersecurity management ......................................................................... 135 VII. Major contracts ........................................................................................... 141 Five. Review of financial position, financial performance, and risk management I. Financial position ............................................................................................. 144 II. Financial performance ................................................................................... 144 III. Cash flow ....................................................................................................... 146 IV. Influence of Major Capital Spending on Financial Position and Operation in Recent Years ........................................................................... 146 V. Re-investment policies, main causes of profit or loss, and improvement plans in the previous year and investment plans in the next year ............ 146 VI. Risks Analysis and Assessment .................................................................... 149 VII. Other important matters ............................................................................ 151 Six. Special Remarks I. Information on affiliates .................................................................................. 152 II. Private Placements of Securities in the Previous Year and by the Date of Report Publication ............................................................................ 152 III. Other Required Supplementary Notes ....................................................... 152 Seven.Occurrences of Events Defined Under Subparagraph 3, Paragraph 2, Article 36 of the Securities Exchange Act in the Last Fiscal Year and by the Date of Report Publication That Significantly Impacted the Shareholder’s Equity or Security Prices ....................................................... 152
One. Report to Shareholders
Dear shareholders, ladies, and gentlemen:
I. 2024 Business Report
(I) Achievements of the Business Plan
Here at the Company in 2025, the consolidated revenue came to NT$39.31232 billion some (Expressed in New Taiwan Dollars, as equally applicable hereinafter); the net profit attributable to the parent company’s owners came to NT$10.72554 billion some; the consolidated profit attributable to the parent company’s owners came to NT$3.38948billion; the earnings per share (EPS) after tax came to NT$3.93; the total consolidated assets came to NT$196.23723 billion some; the consolidated total liabilities came to NT$86.47747 billion some and the consolidated equity came to NT$109.75975 billion.
In the construction business, revenue last year was primarily derived from the Ruentex LA GRAND RIVE GAUCHE, Ruentex FuYang, The Silk Court, and Ruentex LA RIVE GAUCHE. Projects currently under construction include Ruentex CITY PARK, HuaShan SungJiang, Ruentex Green Maison, Ruentex Elite, and Star of Nangang. The non-operating income was mainly attributed to the recognition of the interest of investee Nan Shan Life Insurance of Ruen Chen Investment Holdings as well as the interest from investees of Ruentex Industries and Sunny Friend Environmental Technology. Furthermore, Yucheng Plaza, a commercial real estate project developed by our subsidiary Ruentex Innovative, is actively generating stable rental income, contributing to the company's sustained profit momentum.
(II) Budget Achievements
The Company does not disclose its financial forecast for 2024 to public in accordance with the “Regulations Governing the Publication of Financial Forecasts of Public Companies”. The budget achievement is, therefore, not applicable.
(3) Analysis of Revenue and Expenditures and Profitability
| Expressed in Thousand New Taiwan Dollars% | Expressed in Thousand New Taiwan Dollars% | Expressed in Thousand New Taiwan Dollars% | |
|---|---|---|---|
| 2025 | 2024 | ||
| Financial Income and Expenses |
Operatingrevenue | 39,312,327 | 31,817,184 |
| Grossprofit | 9,454,940 | 8,614,755 | |
| Operating profit | 6,944,091 | 6,296,427 | |
| Net Profit After Tax | 13,201,333 | 19,904,817 | |
| Profitability | Return on Assets(ROA) (%) | 7.22 | 11.15 |
| Return on Equity (ROE) (%) | 9.68 | 15.51 | |
| Operating Profit to Paid-in Capital (%) |
22.14 |
22.14 | |
| Pre-tax Profit to Paid-in Capital(%) | 51.3 | 78.79 | |
| Profit Margin(%) | 33.58 | 62.56 | |
| Earnings Per Share(EPS) (NT$) | 3.93 | 6.07 |
(4) Research and Development
The R&D team of the Company and its subsidiaries fully promotes the "ESG" work in line with the government's policy, asses and adjust the carbon footprint and carbon content of the supply chain, customers, products, and adopt new processing methods and technologies. Accommodating the worldwide trends, the Company puts forth maximum possible efforts to
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achieve energy conservation and carbon reduction targets in concert with continued efforts in research and development improvement, including notably rational construction, intellectually oriented production, and information-based management and the like to lay a generational foundation in competition for the Company to, in turn, lead to creation of an ambiance of innovative research and development in the industry further into industrial upgrade. Through concerted endeavors, it will strive toward more comfortable, safer, environmentally friendly, sustainable, and energy-conservation oriented living spaces.
2. 2025 Business Plan Overview
(I) Operational Policy
With respect to our core competencies: Foreseeing the market and quickly capturing core operational knowhow to promptly reproduce successful experiences with highly-efficient teams, we will engage in the construction business and newly developed business. In construction business, we will focus on the rail economy to develop construction projects in appropriate locations near the Taipei Metro in the Greater Taipei area. We will also proactively assess various government infrastructure projects and BOT joint-development projects, in order to create stable profit for the Company through real property operations.
(2) Sales forecast and basis:
Residential projects available for sale in 2027 include The Botanic Garden, Ruentex Green Maison (pre-sale), HuaShan SungJiang (pre-sale), and Ruentex Impression La Rive Gauche (pre-sale). Additional projects planned for launch include Ruentex Elite (pre-sale), Star of Nangang. (sold by building and by phase). In addition to the above, the Company continues to advance multiple joint development projects, with a commitment to maximizing returns under disciplined cost controls.
In terms of commercial real estate operations, the shopping malls managed by subsidiaries Ruentex Xuzhan and Ruentex Baiyi have continued to roll out diverse marketing strategies to increase foot traffic. By optimizing their dining brand mix and hosting holiday events and weekend markets, they have not only demonstrated support for youth entrepreneurship, cultural and creative industries, and small-scale farmers but have also successfully enhanced customer loyalty.Notably, the CITYLINK Nangang store, operated by Ruentex Xuzhan, introduced the Japanese retailer DON DON DONKI. This location also marked the debut of its proprietary restaurant brand, Sen Sen Sushi, and the launch of the COSMEDONKI beauty section, creating a dazzling, immersive Japanese shopping experience. Furthermore, subsidiary Ruentex Construction has opened CITYLINK Songshan Store II and the Neihu Store, and operates the TSUTAYA BOOKSTORE franchise business. By leveraging connectivity with the Nangang and Songshan railway stations, as well as the Neihu and Sanchong MRT stations, CITYLINK malls capitalize on "railway economy" (transit-oriented development) to foster mutual prosperity. The CITYLINK Sanchong store celebrated its grand opening in December 2025, establishing itself as a "micro-city" lifestyle hub.Additionally, the Nangang Yucheng Plaza, a commercial real estate project developed by subsidiary Ruentex Innovative, is actively generating stable rental yields, contributing continuous profit momentum to the company.
(III) Important Production-marketing Policies:
In addition to land development and investments in housing and commercial building construction and re-investments in the elderly care business, we will embark on medium- and long-term land development, covering projects such as urban renewal (regeneration), urban
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planning change, land change, leisure, MRT joint-development, station compound commercial building development, and the creation of a right of superficies to diversify operations. To enforce the “housing for everyone” customer service concept, we will continue with innovation and development to create profit for the company with better project planning, construction and service quality. Meanwhile, in terms of retail and wholesale business, the focus is mainly on operating shopping malls, self-operated counters, and selling a wide variety of products that are closely related to food, clothing, and housing. In the future, we will continue to develop our own branded products and introduce new international products to create more brilliant achievements.
- (IV) Influence of External Competition, Legal Environment, and Macro Business Environment:
Reflecting on 2025, the housing market experienced a period of "price stabilization amid shrinking transaction volume." The Central Bank’s tightening of lending thresholds, the extension of loan approval timelines, the implementation of interest rate hikes to curb market demand, and the adoption of conservative loan-to-value ratios created a challenging environment, causing overall buyer sentiment to cool. However, industry upgrades—driven by a deep focus on technological trends, advanced architectural specifications, efficient operational management, and ESG transformation—ensured that fundamental demand within the housing market remained robust.Simultaneously, the high frequency of seismic activity has significantly heightened public awareness regarding residential safety. Looking ahead, we anticipate the government will more actively promote policies for urban renewal and the reconstruction of dangerous and old buildings.
With over 40 years of accumulated experience and a trusted reputation, along with the long-term support and trust of our shareholders and the joint efforts of all our colleagues, we are confident in achieving even greater success in the future. Here, we extend our sincerest gratitude to all shareholders and kindly ask for your continued support and guidance.
I wish all shareholders,
good health and all the best,
Chairman: Jean,Tsang-Jiunn General Manager: Lu, Yu-Huang Accounting Manager: Lin, Chin-Tzu
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Two. Corporate Governance Report
I. Background Information of the Directors, President, Vice Presidents, Assistant Vice Presidents, and Chiefs of Departments and Branches: 1. Information and data of directors (I)
| 1. Information and d | ata of directo | rs (I) | March 22,2026 | |||||||||||||||||
| Title (Not e 1) |
Natio nality or Regis tratio n Place |
Name |
Gender Age (Note 2) |
Elected (Inaugura ted) Date |
Ter m |
Date First Elected (Note 3) |
Shareholdings at the Time of Election to Office |
Current shareholding | Shareholdings of Spouse/Minor Children |
Shareholding s in the Name of a Third Party |
Major (academic credentials) and hands-on career experiences (Note 4) |
Concurrent Positions in The Company and Other Companies |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Re mar k (Not e 5) |
||||||
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Numbe r of shares |
% of Share s Held |
Num ber of share s |
% of Shares Held |
Title | Name | Relati onshi p |
||||||||||
| Chai rma n |
ROC | Yingjia Investment Co., Ltd. |
~ |
June 9, 2023 |
3 | June 15, 2017 |
38,652,162 | 1.22 | 34,786,945 | 1.22 | - |
- |
- |
- |
- |
- |
None | None | None | Non e |
| ROC | Jean, Tsang- Jiunn |
Male Age 61~70 |
June 9, 2023 |
3 | September 3, 2012 |
609,646 | 0.02 | 548,681 | 0.02 | - |
- |
- |
- |
Osaka Design Institute Japan |
Chairman of the Company Chairman, Ruentex Interior Design Inc., Ruentex Construction Co., Ltd., Ruentex Xuzhan Co. Ltd., Ruentex Baiyi Co., Ltd., Ruentex Development Co., Ltd. and Shing Yen Construction & Development Co., Ltd. Director, Ruentex Construction International BVI, Ruentex Construction, Ruen Fu, and Ruentex SecurityCo.,Ltd. |
None | None | None | Non e |
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| Title (Not e 1) |
Natio nality or Regis tratio n Place |
Name |
Gender Age (Note 2) |
Gender Age (Note 2) |
Elected (Inaugura ted) Date |
Ter m |
Date First Elected (Note 3) |
Shareholdings at the Time of Election to Office |
Shareholdings at the Time of Election to Office |
Current shareholding | Current shareholding | Shareholdings of Spouse/Minor Children |
Shareholdings of Spouse/Minor Children |
Shareholding s in the Name of a Third Party |
Shareholding s in the Name of a Third Party |
Major (academic credentials) and hands-on career experiences (Note 4) |
Concurrent Positions in The Company and Other Companies |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Re mar k (Not e 5) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2) |
|||||||||||||||||||||
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Numbe r of shares |
% of Share s Held |
Num ber of share s |
% of Shares Held |
Title | Name | Relati onshi p |
|||||||||||
| Dire ctor |
ROC | Yingjia Investment Co., Ltd. |
~ |
June 9, 2023 |
3 | June 15, 2017 |
|||||||||||||||
| ROC | Representative: Yin, Chung- Yao |
Male Age 41~50 |
May 22, 2025 |
3 | February 19, 2016 |
PhD, University of Oxford, UK |
Director, Ruentex Industries Ltd., Ruentex Engineering & Construction Co., Ltd., Ruentex Materials Co., Ltd., Ruentex Hsu Chan Co. Ltd., Ruen Chen Investment Holding Co., Ltd., and The Tang Prize Foundation. Chairman of Nan Shan LifeInsurance |
None | None | None | Not e 6 |
||||||||||
| Dire ctor |
ROC | Ruentex Industries Ltd. |
~ |
June 9, 2023 |
3 | April 37, 1993 |
812,208,075 | 25.70 | 730,987,267 | 25.70 | - |
- |
- |
- |
- |
- |
None | None | None | Non e |
|
| ROC | Representative: Hsu, Sheng-Yu |
Male Age 61~70 |
June 9, 2023 |
3 | January 26, 2022 |
340,200 | 0.01 | 306,180 | 0.01 | - |
- |
- |
- |
Business Administrati on, National Taiwan University |
Chairman of Ruentex Industries Ltd. Director of Ruentex Materials Co., Ltd.; Ruentex Hsu Occupational safety & health, Rue Cheng Investment Co., Ltd. |
None | None | None | Non e |
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| Title (Not e 1) |
Natio nality or Regis tratio n Place |
Name |
Gender Age (Note 2) |
Gender Age (Note 2) |
Elected (Inaugura ted) Date |
Ter m |
Date First Elected (Note 3) |
Shareholdings at the Time of Election to Office |
Shareholdings at the Time of Election to Office |
Current shareholding | Current shareholding | Shareholdings of Spouse/Minor Children |
Shareholdings of Spouse/Minor Children |
Shareholding s in the Name of a Third Party |
Shareholding s in the Name of a Third Party |
Major (academic credentials) and hands-on career experiences (Note 4) |
Concurrent Positions in The Company and Other Companies |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Re mar k (Not e 5) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2) |
|||||||||||||||||||||
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Numbe r of shares |
% of Share s Held |
Num ber of share s |
% of Shares Held |
Title | Name | Relati onshi p |
|||||||||||
| Dire ctor |
ROC | Ruentex Industries Ltd. |
~ |
June 9, 2023 |
3 | April 37, 1993 |
- |
- |
None | None | None | Non e |
|||||||||
| ROC | Representative: Ming-Tuan Huang |
Male Age 61~70 |
May 22, 2025 |
1 | May 22, 2025 |
MBA, College of Management, National Taiwan University. |
|||||||||||||||
| Dire ctor |
ROC | Su-Hui Chen | Female Age 71~80 |
June 9, 2023 |
June 14, 2016 |
228,336 | 0.01 | 205,502 | 0.01 | 1,234 | - |
- |
- |
Department of Accounting, Chungyu Institute of Technology (Two-Year Junior College Program - Night School) |
- |
None | None | None | Not e 6 |
||
| Dire ctor |
ROC | Yu-Mei Lu | Female Age 51~60 |
June 9, 2023 |
July 3, 2020 |
- |
- |
- |
- |
- |
- |
- |
- |
Department of Statistics, Tatung University |
- |
Presid ent |
Lu, Yu- Huan g |
Siblin gs |
Not e 6 |
||
| Inde pend ent Dire ctor |
ROC | Ko, Shun- Hsiung |
Male Age 51~60 |
June 9, 2023 |
3 | June 6, 2014 |
- |
- |
- |
- |
- |
- |
- |
- |
MA, Department of Finance, National Taiwan University |
- |
None | None | None | Non e |
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| Title (Not e 1) |
Natio nality or Regis tratio n Place |
Name |
Gender Age (Note 2) |
Gender Age (Note 2) |
Elected (Inaugura ted) Date |
Ter m |
Date First Elected (Note 3) |
Shareholdings at the Time of Election to Office |
Shareholdings at the Time of Election to Office |
Current shareholding | Current shareholding | Shareholdings of Spouse/Minor Children |
Shareholdings of Spouse/Minor Children |
Shareholding s in the Name of a Third Party |
Shareholding s in the Name of a Third Party |
Major (academic credentials) and hands-on career experiences (Note 4) |
Concurrent Positions in The Company and Other Companies |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Other Officers, Directors, or Supervisors of the Company Who are a Spouse or Relative Within the 2nd Degree Under the Civil Code |
Re mar k (Not e 5) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2) |
|||||||||||||||||||||
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Numbe r of shares |
% of Share s Held |
Num ber of share s |
% of Shares Held |
Title | Name | Relati onshi p |
|||||||||||
| ROC | Chang, Guo- Zhen |
Male Age 71~80 |
June 9, 2023 |
3 | June 14, 2016 |
- |
- |
- |
- |
- |
- |
- |
- |
PhD, Department of Civil Engineering, University at Buffalo, the State University of New York |
- |
None | None | None | Non e |
||
| ROC | Hsieh, Shang- Hsien |
Male Age 61~70 |
June 9, 2023 |
3 | June 9, 2023 |
- |
- |
- |
- |
- |
- |
- |
- |
PhD in Civil and Environment al Engineering, Cornell University, U.S.A. |
- |
None | None | None | Non e |
-
Note 1: A corporate shareholder shall provide the name of the corporate shareholder and its statutory agent respective. (In case of a corporate shareholder, please provide the title of the corporate shareholder) and, meanwhile, fill up Table 1 hereunder.
-
Note 2: Please prove the substantial age by means of age range, e.g., 41~50 years old or 51~60 years old.
-
Note 3: Each director’s time of serving as the Company’s director shall be indicated. If there is any interruption, it shall be indicated as well.
-
(1) Outstanding shares on the date of Director election was 3,160,250,095 shares. Outstanding shares on September 22, 2023 (ex-dividend record date) changed to 2,844,225,086 shares.
-
Note 4: The hands-on experiences linked up with the current position title. If having served with the auditing and certifying Certified Public Accountant Office during the aforementioned period, please expressly indicate the position title and the duties in charge.
-
Note 5: Where the Chairman and the President or one in the equivalent position (the highest managerial officer) are a same person, as spouse to each other or blood relatives within the first degree of kinship, please expressly indicate the reasons behind, rationality, indispensability and countermeasures (e.g., an effort to increase the independent director seat(s) and there must be one half majority directors having not concurrently served as an employee or a managerial officer and such means) and such information concerned: None.
-
Note 6: (1) Li, Chih-Hung and Chen, Li-Yu, representatives of the Company’s corporate director Ruentex Xing Co., Ltd., resigned effective May 22, 2025.
-
(2) The Company’s corporate director Ruentex Industries Co., Ltd. redesignated its representative to Huang, Ming-Tuan, and Yingjia Investment Co., Ltd. redesignated its representative to Yin, Chung-Yao, both effective May 22, 2025.
-
(3) The Company’s natural-person directors Su-Hui Chen and Yu-Mei Lu were elected at the shareholders’ meeting on May 23, 2025.
-
7 -
Table I: Major shareholder (s) of the corporate shareholder March 31, 2025
| Title of the Corporate Shareholder |
Major Shareholders of the Corporate Shareholder |
Shareholding percentage |
|---|---|---|
| Yingjia Investment Co., Ltd. | Chang Quan Investment Co., Ltd. Ruen Hua Dyeing& WeavingCo.,Ltd. |
75.86% 24.14% |
| Ruentex Industries Ltd. | Ruentex Development Co., Ltd., Ruentex Engineering & Construction Co., Ltd., Yi Tai Investment Co., Ltd., Huei Hong Investment Co., Ltd., Ying Jia Investment Co., Ltd., Chang Quan Investment Co., Ltd., Gin Hong Investment Co., Ltd., Sheng Cheng Investment Co., Ltd., Ruen Hua Dyeing & Weaving Co., Ltd. Chen, Li-Chin |
14.28% 4.55% 4.22% 4.02% 3.78% 3.43% 3.31% 3.18% 1.88% 1.86% |
Table 2: Major Shareholders of Corporate Shareholders in Table 1 March 31, 2025
| Title of Corporate Shareholder |
Major Shareholders of the Corporate Shareholder | Shareholding percentage |
|---|---|---|
| Chang Quan Investment Co., Ltd. |
Huei Hong Investment Co., Ltd. Ruen Hua Dyeing & Weaving Co., Ltd. Ruentex Xing Co. Ltd. |
48.00% 33.00% 19.00% |
| Ruen Hua Dyeing & Weaving Co., Ltd. |
Ruentex Xing Co. Ltd. Ren Ying Industrial Co., Ltd. Chang Quan Investment Co., Ltd. Huei Hong Investment Co., Ltd. Samuel Yen-Liang Yin Yin Wong, Yee-Fan Yin Shun Yao Education Foundation Yin, Chong-En(LenaYin) |
19.55% 19.14% 18.44% 17.96% 13.70% 6.55% 4.40% 0.26% |
| Ruentex Development Co., Ltd. |
Ruentex Industries Ltd. Huei Hong Investment Co., Ltd. Yi Tai Investment Co., Ltd. Chang Quan Investment Co., Ltd. Ruen Hua Dyeing & Weaving Co., Ltd. Ying Jia Investment Co., Ltd. The Tang Prize Foundation Ruentex Xing Co. Ltd. JPMorgan Custody - Advanced Series Trust - Total International Stock Index FundPGIA JPMorgan Custody - Vanguard Emerging Markets Stock Index Fund |
25.70% 6.45% 4.00% 3.86% 1.51% 1.22% 0.90% 0.88% 0.79% 0.76% |
| Ruentex Engineering & Construction Co., Ltd. |
Ruentex Development Co., Ltd. Ruentex Industries Ltd. Ying Jia Investment Co., Ltd. Yi Tai Investment Co., Ltd. Ruentex Xing Co. Ltd. Chang Quan Investment Co., Ltd. Qi, Wei-Gong Ruen Hua Dyeing & Weaving Co., Ltd. Sheng Cheng Investment Co., Ltd. Ren Ying Industrial Co., Ltd. |
39.14% 9.10% 6.25% 3.85% 2.71% 2.37% 2.07% 1.91% 1.80% 0.95% |
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| Title of Corporate Shareholder |
Major Shareholders of the Corporate Shareholder | Shareholding percentage |
|---|---|---|
| Yi Tai Investment Co., Ltd. | Ren Ying Industrial Co., Ltd. Ruentex Xing Co. Ltd. |
85.10% 14.90% |
| Huei Hong Investment Co., Ltd. |
Ruen Hua Dyeing & Weaving Co., Ltd. Ruentex Xing Co. Ltd. Yi Tai Investment Co.,Ltd. |
63.53% 19.93% 16.54% |
| Yingjia Investment Co., Ltd. | Chang Quan Investment Co., Ltd. Ruen HuaDyeing & Weaving Co.,Ltd. |
75.86% 24.14% |
| Gin-Hong Investment Co., Ltd. |
Ruentex Industries Ltd. Ruentex Development Co., Ltd. Ying Jia Investment Co., Ltd. Ruentex Xing Co.Ltd. |
55.00% 30.00% 13.95% 1.05% |
| Sheng Cheng Investment Co., Ltd. |
Ruen Hua Dyeing & Weaving Co., Ltd. Ren Ying Industrial Co., Ltd. Ying Jia Investment Co., Ltd. Huei HongInvestment Co.,Ltd. |
48.98% 23.81% 17.31% 9.90% |
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Profiles of Directors (II)
2. Disclosure of directors’ professional qualifications and the independence of independent directors: (1) The professional qualifications of directors
| Name | Theprofessionalqualifications and hands-on experiences |
|---|---|
| Chairman Jean, Tsang- Jiunn |
Osaka Design Institute Japan Experience: Chairman of the Company, Ruentex Interior Design Inc.; Ruentex Construction; Ruentex Xu-Zhan; Ruentex Bai-Yi; Ruentex Innovative Development; Chairman of Shing Yen Construction & Development; Director of Ruentex Construction International (BVI), Ruentex Construction, Ruen Fu, Ruentex Security. In possession of abundant hands-on experiences accumulated on practical services, strategic management, leadership as well as the hands-on experiences accumulated the duties required by the Company. |
| Director Hsu, Sheng- Yu |
Master, Graduate School of Commerce, National Taiwan University. Experience: Chairman of Ruentex Industries Ltd.; Director of Ruentex Xu-Zhan and Ruen Chen Investment; Assistant Vice President of the Department of Finance and Production Department of Ruentex Industrial Co., Ltd.; Vice President of Shing Yen Construction & Development Co., Ltd.; President of Ruentex Construction International Co., Ltd.; Chairman of Ruentex Engineering & Construction; having, as well, served as the Deputy Treasurer, Financial President, Director, and Deputy Chairman of RT-Mart Group of China. In possession of abundant hands-on experiences accumulated on practical services, strategic management, leadership as well as the hands-on experiences accumulated the duties required by the Company. |
| Director Yin, Chung- Yao |
Ph.D, Oxford University, UK Experience: Chairman of Nan Shan Life Insurance; Director of Ruentex Development, Ruentex Industries, Ruentex Engineering & Construction, Ruentex Materials, Ruentex Xu-Zhan, Yingjia Investment, Chang Quan Investment, Sheng Cheng Investment, Ruentex Xing, Ruen Hua, Ren Ying Industrial, Yi Tai Investment, Ruentex Leasing, and Ruen Chen Investment. With abundant knowledge and ample hands-on experience accumulated in extensive fields. |
| Director Ming-Tuan Huang |
MBA, College of Management, National Taiwan University. Experience: Director of Sun Art Retail Group Limited, Director of RT-Mart Holdings Limited, Director of Kang Cheng Investment (China), Director of AuShian (China) Hong Kong, Chief Executive Officer of RT-Mart Shanghai Co., Ltd. (“RT-Mart Shanghai”), President of Ruentex Industries Ltd. In possession of abundant hands-on experiences accumulated on practical services, strategic management, leadership as well as the hands-on experiences accumulated the duties required by the Company. |
| Director Su-Hui Chen |
Department of Accounting, Chungyu Institute of Technology (Two-Year Junior College Program - Night School) Experience: Assistant Manager of Finance Department, Ruentex Construction, Assistant Vice President of Finance Department, RT-Mart in China Possesses professional expertise in accounting or finance, along with practical experience and extensive work experience required for the Company’s business operations. |
- 10 -
| Name | Theprofessionalqualifications and hands-on experiences |
|---|---|
| Director Yu-Mei Lu |
Department of Statistics, Tatung University Experience: Accounting Supervisor at FELLOWUNION CORPORATION, Finance Supervisor at DJ AUTO COMPONENTS CORPORATION, Finance Associate at Mainland Jinan People’s RT-Mart Commercial Co., Ltd., Finance Manager at ULIFE HEALTHCARE INC., Supervisor at MANDALA HEALTHCARE INC., and Chairman of GREAT CHUNG ENTERPRISES COMPANY LTD. Possesses professional expertise in accounting or finance, along with practical experience and extensive work experience required for the Company’s business operations. |
| Independent Director Ko, Shun- Hsiung |
Master, Graduate School of Finance, National Taiwan University Convener of both the Audit Committee and Remuneration Committee. Hands-on experiences: Independent director of Nishoku Technology Inc.; Silergy Corporation; Certified Public Accountant of Koam Da Associated Certified Public Accountant Office. As a member and convener of the Audit Committee and Remuneration Committee, with ample hands- on experience and expertise in business management, while having served as the professional certified public accountant with abundant expertise in Accountingand Finance. |
| Independent Director Chang, Guo- Zhen |
PhD of Civil Engineering, State Univ. of NY at Buffalo Hands-on experiences: The Director of the Earthquake Research Center of the Graduate School of Engineering, National Taiwan University; Convener, Deputy Director and Director of Bridge Research of the Earthquake Engineering Research Center of the National Academy of Experiments; Chairman of the Earthquake Engineering Society of the Republic of China; Chairman of the Structural Engineering Society of the Republic of China; Chairman of the Taiwan Branch of the Russian International Academy of Engineering; Fellow of the Civil and Hydraulic Engineering Society of China. Currently serving as a professor in the Department of Civil Engineering at National Taiwan University. As a member of the Audit Committee and Remuneration Committee, with ample hands-on experience and expertise in industry, businesses, and risk management, as well as hands-on experience accumulated in the Company’s business operations. |
| Independent Director Hsieh, Shang-Hsien |
PhD and MS in Civil and Environmental Engineering, Cornell University, U.S.A. Experience: Head of the Department of Civil Engineering, National Taiwan University; Professor and Head of the Computer-Aided Engineering Group, Department of Civil Engineering, National Taiwan University; Director of the Research Center for Building & Infrastructure Information Modeling and Management, National Taiwan University; Deputy International Affairs Director, Office of International Affairs, National Taiwan University and Chairman and Director of International Society for Computing in Civil and Building Engineering. Currently serving as a professor in the Department of Civil Engineering at National Taiwan University. As a member of the Audit Committee and Remuneration Committee, with ample hands-on experience and expertise in industry knowledge, leadership decision-making, and information technology, as well as hands-on experience accumulated in the Company’s business operations. |
- 11 -
(2) Facts about independence attribute of directors and independent directors
| Name | Facts about independence attribute | Concurrently an Independent Director for Other Public Companies |
|---|---|---|
| Chairman Jean,Tsang-Jiunn |
Not under any of the categories stated in Article 30 of the CompanyAct |
0 |
| Director Hsu, Sheng-Yu |
Not under any of the categories stated in Article 30 of the CompanyAct |
0 |
| Director Yin, Chung-Yao |
Not under any of the categories stated in Article 30 of the CompanyAct |
0 |
| Director Huang, Ming-Tuan |
Not under any of the categories stated in Article 30 of the CompanyAct |
0 |
| Director Chen Su- Hui |
Not under any of the categories stated in Article 30 of the CompanyAct |
0 |
| Director Lu Yu-Mei | Not under any of the categories stated in Article 30 of the CompanyAct |
0 |
| Independent Director Ko, Shun-Hsiung |
1. Including but not limited to the principal, his or her spouse, blood relatives within the second degree of kinship who has (have) not served with the Company or its affiliated enterprise as a director and supervisor or employee. 2. The number and percentage of shares held by the principal, his or her spouse, blood relatives within the second degree of kinship (or with the name of another): 0 3. Having not served as a director and supervisor or employee of a company in specific relationship with the Company. 4. The remuneration paid for service in commerce, law, finance, accounting and such services to the Company or its affiliated enterprise(s)within thepast two(2) years: 0 |
0 |
| Independent Director Chang, Guo-Zhen |
1. Including but not limited to the principal, his or her spouse, blood relatives within the second degree of kinship who has (have) not served with the Company or its affiliated enterprise as a director and supervisor or employee. 2. The number and percentage of shares held by the principal, his or her spouse, blood relatives within the second degree of kinship (or with the name of another): 0 3. Having not served as a director and supervisor or employee of a company in specific relationship with the Company. 4. The remuneration paid for service in commerce, law, finance, accounting and such services to the Company or its affiliated enterprise(s)within thepast two(2) years: 0 |
1 |
| Independent Director Hsieh, Shang-Hsien |
1. Including but not limited to the principal, his or her spouse, blood relatives within the second degree of kinship who has (have) not served with the Company or its affiliated enterprise as a director and supervisor or employee. 2. The number and percentage of shares held by the principal, his or her spouse, blood relatives within the second degree of kinship (or with the name of another): 0 3. Having not served as a director and supervisor or employee of a company in specific relationship with the Company. 4. The remuneration paid for service in commerce, law, finance, accounting and such services to the Company or its affiliated enterprise(s)within thepast two(2) years: 0 |
0 |
-
12 -
-
Diversification and independence of the Board of Directors:
-
(1) Board diversity:
-
[Policy on diversification of the Board of Directors]:
To reinforce corporate governance and facilitate the sound development in terms of the composition and structure of the board, the Board of Directors has passed the Corporate Governance Best Practice Principles of Ruentex Development Co., Ltd., of which Article 20 specifies that the Company shall take into account the diversity principle for the Board composition and formulate an appropriate diversity policy based on its operation, operating model, and development needs, including but not limited to the basic criteria (gender, age, nationality, culture and ethnicity) and professional knowledge and skills (such as law, accounting, industry, finance, marketing, or technology).
-
[Specific Management Objectives]:
-
The Company’s Board of Directors shall play the role of offering guidelines about the Company’s strategies, monitoring the management and assuming responsibility for the entire Company and shareholders, taking charge of all operations and arrangements regarding corporate governance; and shall fulfill its responsibilities and exercise its powers in accordance with the Articles of Incorporation and those adopted by resolution of the shareholders’ meetings. In accordance with the Articles of Incorporation, the Board of Directors shall consist of 7 to 11 directors, with independent directors no fewer than 3 and no less than one-fifth of the number of directorships on the Board.
-
All directors shall have the knowledge, skills, competencies, and industry decision-making, and management skills needed to perform duties. We continue to arrange a variety of training courses for directors to improve their decision-making quality and supervisory skills, thereby enhancing the competency of the Board. In addition, we pay attention to gender equality in the composition of the Board.
-
[The implementation of the Board diversity policy]:
The Board of Directors consists of 9 directors, including 6 general directors (including 2 female directors (22%)) and 3 independent directors; all 9 directors are nationals of the Republic of China. The Board of Directors as a whole possesses the following skills: business judgment, accounting and financial analysis, business administration, crisis management, industry knowledge, an international market perspective, leadership, decision-making, risk management knowledge and abilities; the relevant implementation conditions are as follows:
| Item Name |
Basic composition | Basic composition | Basic composition | Term | Term | Professional backgrounds, skills and knowledge | Professional backgrounds, skills and knowledge | Professional backgrounds, skills and knowledge | Professional backgrounds, skills and knowledge | Professional backgrounds, skills and knowledge | Professional backgrounds, skills and knowledge | Professional backgrounds, skills and knowledge | Professional backgrounds, skills and knowledge | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nat ion alit y |
Gend er |
Age | Emp loye es |
Less than 3 years |
3 to 9 years |
More than 9 years |
Operat ional Mana gemen t |
Leade rship and Decisi on- makin g |
Indust ry- specifi c Knowl edge |
Financ e and Accou nting |
Law | Market ing manag ement |
Risk manag ement |
Infor matio n techn ology |
|
| Jean, Tsang- Jiunn |
Republic of China |
Male | 61-70 | V | V | V | V | V | V | ||||||
| Hsu, Sheng-Yu | Male | 61-70 | V | V | V | V | V | V | |||||||
| Yin, Chung- Yao |
Male | 41-50 | V | V | V | V | V | ||||||||
| Ming-Tuan Huang |
Male | 61-70 | V | V | V | V | V | V | |||||||
| Su-Hui Chen | Fema le |
61-70 | V | V | V | V | V | ||||||||
| Yu-Mei Lu | Fema le |
61-70 | V | V | V | V | V | ||||||||
| Ko, Shun- Hsiung |
Male | 51-60 | V | V | V | V | V | V | |||||||
| Chang, Guo- Zhen |
Male | 71-80 | V | V | V | V | V | V | |||||||
| Hsieh, Shang- Hsien |
Male | 61-70 | V | V | V | V | V |
- 13 -
If the number of board directors of either gender in TWSE/TPEx Listed Companies is less than one-third, the reasons shall be stated and the measures planned to enhance gender diversity on the board shall be specified.
The Company has two female directors, representing 22% of the Board. In the future, the Company will place emphasis on gender equality in the composition of the Board of Directors and the implementation of the Board’s diversity policy. It plans to progressively improve the structure of the Board and promote opportunities for women to advance to senior positions by providing professional development and leadership training, enabling more women to acquire the qualifications and capabilities required for Board membership.
(2) Independence of the Board of Directors:
The Company has nine directors, three of whom are independent directors, and independent directors account for 33.3% of all directors. All independent directors maintain independence of the Company when performing duties, have no personal interest involved in the Company’s business, serve as members of the Audit Committee, and supervise the fair expression of the Company’s financial statements, the election (dismissal) and independence of CPAs, the effective implementation of the internal control, and the Company’s compliance with applicable laws and regulations.
The roles of Chairman and President are served by different persons. Therefore, the Board of Directors fulfills its responsibility for supervising the management, guiding the Company’s strategy, and being accountable to the Company and its shareholders.
All our directors (including directors and independent directors) are not spouses nor relatives within the second degree of kinship in compliance with Article 26-3, Paragraph 3 of the Securities and Exchange Act. To ensure the independence of the Board of Directors, Article 16, Paragraph 1 of the Rules of Procedure for Board of Directors Meetings specifies that directors shall recuse themselves from the discussion and voting on any proposal on the agenda at Board meetings in which their personal interest or the interest of the juridical persons they represent are involved and may jeopardize the Company’s interest. They may also not exercise their voting rights on behalf of other directors. All our directors have complied with the above regulations. We have ensured that the discussion and voting on each proposal are based on the directors’ objective and independent judgment.
In addition, to implement corporate governance and enhance the functions of the Board of Directors and its functional committees, the Company has formulated and implemented the “Regulations Governing the Performance Evaluation of the Board of Directors.” The Company conducts annual evaluations of the performance of the Board of Directors, functional committees, and individual directors’ self-evaluations, and carries out an external evaluation of the Board’s performance every three years. The evaluation results are reported to the Board of Directors.
- 14 -
| 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | 2.BackgroundInformationofthePresident, VicePresidents,Assistant VicePresidents, and Chiefs of Departments andBranches: | March 22,2026 | March 22,2026 | March 22,2026 | March 22,2026 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Name | Gender | Elected (Inaugurated) Date |
Shareholdings | Shares held by spouse and minor children |
Shareholdings in the Name of a Third Party |
Education and Experience |
Positions concurrently held in other companies at present |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Note (Note) |
|||||
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Title | Name | Relationship | ||||||||
| President | ROC | Lu, Yu- Huang |
Male | August 13, 2025 |
- |
- |
- |
- |
- |
- |
MA, National Central University |
Chairman of Ruentex Interior Design Inc. Director of Ruentex Construction International Co., Ltd.; Ruentex Hsu Chang, Ruentex Bai Yi,; Ruentex Innovation Development Co., Ltd. |
None | None | None | None |
| Vice President |
ROC | Zhou, Pei-Ling |
Female | April 1, 2007 | 318,962 | 0.01 |
1,404 |
- |
- |
- |
Department of Economics, TamkangUniversity |
None | None | None | None | None |
| Vice President |
ROC | Chen, Li-Yu |
Female | April 1, 2002 | 205,502 | 0.01 |
1,234 |
- |
- |
- |
Taipei Municipal Songshan High School of Agriculture and Industry |
Director of Ruentex Construction International Co., Ltd. |
None | None | None | None |
| Vice President |
ROC | Lin, Chin- Szu |
Male | July 1, 2011 | 183,708 | 0.01 |
1,350 |
- |
- |
- |
MA, Department of Finance, National Taiwan University. |
Supervisor of Ruentex Property, Shing Yen Director of Ruentex Engineering & Construction Co., Ltd., Ruentex Bai Yi, Ruentex Innovation Development Co., Ltd., Jih Yu Environmental Services |
None | None | None | None |
- 15 -
| Title | Nationality | Name | Gender | Elected (Inaugurated) Date |
Shareholdings | Shareholdings | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shareholdings in the Name of a Third Party |
Shareholdings in the Name of a Third Party |
Education and Experience |
Positions concurrently held in other companies at present |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Note (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Title | Name | Relationship | ||||||||
| Vice President |
ROC | Cheng, Wen- Ching |
Male | April 1, 2006 | 151,048 | 0.01 |
- |
- |
- |
- |
Department of Land Administration, National Chung Hsing University |
Director, Ruentex Property Management & Maintenance Co., Ltd. |
None | None | None | None |
| Vice President |
ROC | Wang, Guo- Rong |
Male | July 1, 2019 | 90,864 | 0.00 | - |
- |
- |
- |
MA, National Central University |
None | None | None | None | None |
| Vice President |
ROC | Wang, Pei- Shou |
Male | September 12, 2019 |
2,491 |
0.00 | 41 | 0.00 | - |
- |
Department of Industrial Management, National Taiwan University of Science and Technology |
None | None | None | None | None |
| Vice President |
ROC | Liu, Wen-Tan |
Male | April 1, 2021 | 209,598 | 0.01 | 2,227 | 0.00 | - |
- |
Department of Business Administration, Chung Yuan Christian University |
None | None | None | None | None |
| Vice President |
ROC | Chang, Wen-Jen |
Male | May 1, 2021 | 65,183 | 0.00 | 2,012 | 0.00 | - |
- |
Department of Business Administration, TatungUniversity |
None | None | None | None | None |
| Vice President |
ROC | Yang, Ai-Zhen |
Female | April 1, 2024 | - |
- |
- |
- |
- |
- |
Master of Urban Planning, National Chung Hsing University |
None | None | None | None | None |
- 16 -
| Title | Nationality | Name | Gender | Elected (Inaugurated) Date |
Shareholdings | Shareholdings | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shareholdings in the Name of a Third Party |
Shareholdings in the Name of a Third Party |
Education and Experience |
Positions concurrently held in other companies at present |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Note (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Title | Name | Relationship | ||||||||
| Vice President |
ROC | Fu, Kuo- Chen |
Male | April 1, 2024 | - |
- |
- |
- |
- |
- |
Master of Construction Management Program, Department of Civil Engineering, National Central University |
None | None | None | None | None |
| Assistant Vice President |
ROC | Tsai, Pei-Jin |
Female | March 1, 2004 | - |
- |
- |
- |
- |
- |
Department of International Trade, Chinese Culture University |
None | None | None | None | None |
| Assistant Vice President |
ROC | Chang, Wei- Cheng |
Male | March 1, 2011 | - |
- |
18,000 | - |
- |
- |
Shih Hsin School of Journalism |
None | Assistant Vice President |
Gong, Hui-Zi |
Spouse | None |
| Assistant Vice President |
ROC | Yang, Wen- Chuen |
Female | January 11, 2011 |
136,833 | 0.00 |
4,082 |
0.00 | - |
- |
National Guan-Shan Vocational Senior High School |
None | None | None | None | None |
| Assistant Vice President |
ROC | Gong, Hui-Zi |
Female | March 1, 2014 | 18,000 |
- |
- |
- |
- |
- |
Section of Civil Engineering, Sze Hai College of Technology |
None | Assistant Vice President |
Chang, Wei- Cheng |
Spouse | None |
| Assistant Vice President |
ROC | Tsai, Jia- Sheng |
Male | April 1, 2016 | - |
- |
- |
- |
- |
- |
Section of Chemical Engineering, Nanya Polytechnics |
None | None | None | None | None |
| Assistant Vice President |
ROC | Zhuang, Guo-Zhi |
Male | July 24, 2017 | - |
- |
- |
- |
- |
- |
MS, Department of Architecture, National Taipei University of Technology |
None | None | None | None | None |
| Assistant Vice President |
ROC | Chen, Po-Yu |
Male | April 1, 2019 | 801 | - |
- |
- |
- |
- |
Department of Accounting, National Taiwan University |
None | None | None | None | None |
| Assistant Vice President |
ROC | Lin, Chun- Miao |
Female | April 1, 2019 | - |
- |
- |
- |
- |
- |
National Chushan Senior High School |
None | None | None | None | None |
- 17 -
| Title | Nationality | Name | Gender | Elected (Inaugurated) Date |
Shareholdings | Shareholdings | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shareholdings in the Name of a Third Party |
Shareholdings in the Name of a Third Party |
Education and Experience |
Positions concurrently held in other companies at present |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree |
Note (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Title | Name | Relationship | ||||||||
| Assistant Vice President |
ROC | Wei, Yu- Ci |
Female | April 1, 2021 | 18,457 | 0.00 | 2,457 | 0.00 | - |
- |
Department of Business Administration, Chinese Culture University |
None | None | None | None | None |
| Assistant Vice President |
ROC | Li, An- Hsien |
Male | April 1, ,2022 | - |
- |
- |
- |
- |
- |
Department of Architecture, Chung Yuan Christian University |
None | None | None | None | None |
| Assistant Vice President |
ROC | Hu, Yu- Ling |
Female | April 1, ,2022 | 29,541 | 0.00 |
226 |
- |
- |
- |
Chungyu University of Business Section of Accounting and Statistics |
None | None | None | None | None |
| Assistant Vice President |
ROC | Tong, Hsu- Hung |
Male | April 1, 2023 | - |
- |
- |
- |
- |
- |
Department of Architecture, China Junior College of Industrial and Commercial Management |
None | None | None | None | None |
| Assistant Vice President |
ROC | Tsai, Shun-Fa |
Male | August 1, 2024 |
- |
- |
- |
- |
- |
- |
MBA, Business Administration, National Dong Hwa University |
Director, Ruentex Industries Ltd. |
None | None | None | None |
| Assistant Vice President |
ROC | Yu, Wei- Wu |
Male | November 3, 2025 |
30,545 | 0.00 |
- |
- |
- |
- |
Master of Civil Engineering, National Central University |
None | None | None | None | None |
| Manager, Zhonglun Branch |
ROC | Lin, Wei- Chen |
Male | May 17, 2023 | - |
- |
- |
- |
- |
- |
Department of Electronic Engineering, Technology and Science Institute of Northern Taiwan |
None | None | None | None | None |
-
18 -
-
Note 1: Information about that the President or person of an equivalent position (the highest level Manager) and the Chairman is the same person, spouses, or relative within the first degree of kinship, shall disclose the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (such as increase the number of Independent Directors and have a majority of directors who are not also employees or Managers concurrently, etc.): None
-
Note 2: The number of issued shares was changed to 2,844,225,086 on September 22, 2023 (the capital reduction record date).
Note 3: Lu, Yu-Huang assumed office as General Manager on August 13, 2025, and the former General Manager, Li, Chih-Hung, was relieved of his position. Note 4: Fu, Kuo-Chen assumed office as Deputy General Manager on September 1, 2025.
Note 5: Yu, Wei-Wu assumed office as Associate Vice President on November 3, 2025.
- 19 -
II. Remuneration of directors, supervisors, general manager and deputy general managers in the latest year (I) 1. Remuneration for general and independent directors
| (I) 1.Remun | (I) 1.Remun | eration for general and independent directors | eration for general and independent directors | eration for general and independent directors | eration for general and independent directors | eration for general and independent directors | eration for general and independent directors | eration for general and independent directors | eration for general and independent directors | eration for general and independent directors | eration for general and independent directors | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name (Note 1) |
Directors’ Remuneration | (A+B+C+D) as a % of Net Income |
Remuneration for Directors Who are Concurrently Employees |
(A+B+C+D+E+F +G) as a % of Net Income(Note 10) |
Compen sation From Parent Compa ny or Busines s Investm ents Other Than Subsidi aries (Note 11) |
||||||||||||||||
| Remuneration (A) (Note 2) |
Severance Pay/Retir ement Allowanc e (B) |
Remunerati on of Directors (C) (Note 3) |
Business Execution Expenses (D) (Note 4) |
Salaries, Bonuses, and Special Expenses (E) (Note 5) |
Severance Pay/Retire ment Allowanc e (F) |
Remuneration to Employee (G) (Note 6) |
||||||||||||||||
| The Com pany |
All compani es included in the financial statemen t (Note 7) |
T he C o m pa n y |
All compa nies include d in the financi al statem ent (Note 7) |
Th e Co mp an y |
All compan ies include d in the financi al stateme nt (Note 7) |
The Com pany |
All compa nies include d in the financi al statem ent (Note 7) |
The Comp any |
All compani es included in the financial statemen t (Note 7) |
The Comp any |
All compani es included in the financia l stateme nt (Note 7) |
T he C o m pa n y |
All compa nies include d in the financi al stateme nt (Note 7) |
The Company |
All companies included in the financial statement (Note 7) |
The Compa ny |
All companie s included in the financial statement (Note 7) |
|||||
| Cash Amo unt |
Stoc k Am ount |
Cash Amo unt |
Stock Amo unt |
|||||||||||||||||||
| Chairm an |
Representative of Ying Jia Investment Co., Ltd.: Jean, Tsang-Jiunn |
55,11 5 |
55,11 5 |
- |
- |
- |
- |
1,313 | 1,31 3 |
56,428 0.53% |
56,428 0.56% |
35,60 6 |
35,60 6 |
- |
- |
- |
- |
- |
- |
92,034 0.86% |
92,034 0.86% |
None |
| Direc tor |
Representative of Yingjia Investment Co., Ltd.: Yin, Chung-Yao Ho, Kai-Lin (Note) |
|||||||||||||||||||||
| Representative of Ruentex Industries Ltd.: Hsu, Sheng-Yu |
||||||||||||||||||||||
| Representative of Ruentex Industries Ltd.: Huang, Ming- Tuan Yin, Chung-Yao (Note) |
||||||||||||||||||||||
| Chen, Su-Hui (Note) |
- 20 -
| Lu, Yu-Mei (Note) |
||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Representative of Ruentex Xing Co., Ltd.: Lee, Chih- Hung(Note) |
||||||||||||||||||||||
| Representative of Run Tai Sing Co., Ltd.: Chen, Li-Yu (Note) |
||||||||||||||||||||||
| Indep ende nt Direc tor |
Ko, Shun- Hsiung |
- |
- |
- |
- |
- |
- |
3,660 | 3,66 0 |
3,660 0.03% |
3,660 0.03% |
- |
- |
- |
- |
- |
- |
- |
- |
3,660 0.03% |
3,660 0.03% |
None |
| Chang, Guo- Zhen |
||||||||||||||||||||||
| Hsieh, Shang- Hsien |
||||||||||||||||||||||
| Total | 55,11 5 |
55,11 5 |
- |
- |
- |
- |
4,973 | 4,97 3 |
60,088 0.56% |
60,088 0.56% |
35,60 6 |
35,60 6 |
- |
- |
- |
- |
- |
- |
95,694 0.89% |
95,694 0.89% |
||
| 1. The policy, system, standard, and structure of remuneration for directors and the relevance to the amount of remuneration in terms of their duty, risk, and time of involvement: With respect to the articles of incorporation of this Company, all directors are remunerated with respect to their involvement in corporate operations and contributions, with the Board of Directors authorized to determine the actual amount. 2. In addition to those disclosed in the above table, the remuneration of the Company’s Director for providing services (e.g. as acting as a non-employee consultant) to any of the firms disclosed in the financial statements in the most recent year: NA. Note: The representative of the Company's original corporate director, Ruentex Industries Ltd., was changed from Yin, Chung-Yao to Huang, Ming-Tuan on May 22, 2025. The representative of the Company's original corporate director, Yingjia Investment Co., Ltd., was changed from Ho, Kai-Lin to Yin, Chung-Yao on May 22, 2025. Note: The Company’s former corporate director, Ruentex Xing Co., Ltd., resigned on May 22, 2025. Natural person directors Chen, Su-Hui and Lu, Yu-Mei were elected on May 23, 2025. |
- 21 -
Range of Remuneration
| Range of Remuneration | Range of Remuneration | Range of Remuneration | Range of Remuneration | |
|---|---|---|---|---|
| Range of Remuneration for Directors | Name of Director |
|||
| Total Amount of A to D | Total Amount of A to G | |||
| The Company (Note 8) | All companies included in the financial statement (Note 9) |
The Company (Note 8) | All companies included in the financial statements I (Note 9) |
|
| Less than NT$1,000,000 | Representative of Ruentex Industries Ltd.: Hsu, Sheng-Yu, Huang, Ming- Tuan Representative of Ruentex Xing Co., Ltd.: Lee, Chih-Hung, Chen, Li-Yu Representative of Yingjia Investment Co., Ltd.: Yin, Chung-Yao, Ho, Kai- Lin Chen, Su-Hui, Lu, Yu-Mei |
Representative of Ruentex Industries Ltd.: Hsu, Sheng-Yu, Huang, Ming- Tuan Representative of Ruentex Xing Co., Ltd.: Lee, Chih-Hung, Chen, Li-Yu Representative of Yingjia Investment Co., Ltd.: Yin, Chung-Yao, Ho, Kai- Lin Chen, Su-Hui, Lu, Yu-Mei |
Representative of Ruentex Industries Ltd.: Hsu, Sheng-Yu, Huang, Ming- Tuan Representative of Yingjia Investment Co., Ltd.: Yin, Chung-Yao, Ho, Kai- Lin Chen, Su-Hui, Lu, Yu-Mei |
Representative of Ruentex Industries Ltd.: Hsu, Sheng-Yu, Huang, Ming- Tuan Representative of Yingjia Investment Co., Ltd.: Yin, Chung-Yao, Ho, Kai- Lin Chen, Su-Hui, Lu, Yu-Mei |
| NT$1,000,000 (included)~NT$2,000,000 (excluded) |
Ko, Shun-Hsiung, Chang, Guo-Zhen, Hsieh, Shang-Hsien |
Ko, Shun-Hsiung, Chang, Guo-Zhen, Hsieh, Shang-Hsien |
Ko, Shun-Hsiung, Chang, Guo-Zhen, Hsieh, Shang-Hsien |
Ko, Shun-Hsiung, Chang, Guo-Zhen, Hsieh, Shang-Hsien |
| NT$2,000,000 (included)~NT$3,500,000 (excluded) |
||||
| NT$3,500,000 (included)~NT$5,000,000 (excluded) |
||||
| NT$5,000,000 (included)~NT$10,000,000 (excluded) |
||||
| NT$10,000,000 (included)~NT$15,000,000(excluded) |
Representative of Run Tai Sing Co., Ltd.: Chen,Li-Yu |
Representative of Run Tai Sing Co., Ltd.: Chen,Li-Yu |
||
| NT$15,000,000 (included)~NT$30,000,000(excluded) |
Representative of Ruentex Xing Co., Ltd.: Lee, Chih-Hung |
Representative of Ruentex Xing Co., Ltd.: Lee, Chih-Hung |
||
| NT$30,000,000 (included)~NT$50,000,000(excluded) |
||||
| NT$50,000,000 (included) – NT$100,000,000(excluded) |
Representative of Ying Jia Investment Co.,Ltd.:Jean,Tsang-Jiunn |
Representative of Ying Jia Investment Co.,Ltd.:Jean,Tsang-Jiunn |
Representative of Ying Jia Investment Co.,Ltd.:Jean,Tsang-Jiunn |
Representative of Ying Jia Investment Co.,Ltd.:Jean,Tsang-Jiunn |
| NT$100,000,000 and Above | ||||
| Total | 12people | 12people | 12people | 12people |
Note 1: Names of directors shall be enumerated respectively. (In case of corporate shareholders, the names of the corporate shareholders and their representatives shall be enumerated respectively) It shall respectively enumerate the general directors and independent directors to disclose a variety of amounts of payments in aggregation. Where a director concurrently serves as the President or Vice President, both this Table and the Table below shall be enumerated.
Note 2: It refers to the remuneration to directors in the most recent year (including the salaries for directors, additional job subsidies, severance pay, a variety of incentives and awards and the like.).
Note 3: It refers to the amounts of the remuneration to directors to be distributed as resolved by the Board of Directors in the most recent year.
- Note 4: It refers to the expenses spent by directors for relevant business execution in most recent year (including traffic allowances, special expenditures, a variety of allowances, provided forms, vehicles and such objects in kind and the like). In case of provision of housings, vehicles or other transportations as individual expenditures, the Company shall disclose the attributes and costs for such provisions; such rents, fuel costs or other payments as substantially paid or counted based on the fair market prices. In case of chauffeurs provided, please remark the relevant remuneration paid to the chauffeurs which, nevertheless, shall not be counted inclusively into the remuneration.
Note 5: It refers to such salaries, position bonus, resignation fees, a variety of bonuses, incentives, traffic allowance s, special expenditures, a variety of allowances, dormitories, vehicle allocations
- 22 -
and other objects provided to the directors who concurrently served as employees most recent year (including concurrently presidents, vice presidents, other managerial officers and employees). In case of provision of housings, vehicles or other transportations as individual expenditures, the Company shall disclose the attributes and costs for such provisions; such rents, fuel costs or other payments as substantially paid or counted based on the fair market prices. In case of chauffeurs provided, please remark the relevant remuneration paid to the chauffeurs which, nevertheless, shall not be counted inclusively into the remuneration. Besides, such salary expenses recognized under IFRS 2 "Share Based Payment", including the acquisition of employee stock option certificates, restriction upon employee rights from new shares and participation in cash capital increase subscription shares and the like shall also be counted inclusively into the remuneration as well.
-
Note 6: It refers to such the remuneration to employees (including stocks and cash) acquired by the directors who concurrently served as employees most recent year (including concurrently presidents, vice presidents, other managerial officers and employees) most recent year, the Company shall disclose the amounts of the remuneration to employees to be distributed as resolved in the Board of Directors most recent year. In such amounts could not be estimated in advance, the amounts intended to be distributed in the present year shall be duly counted pro rata to the amounts substantially distributed in the preceding year and shall, additionally, fill up Table 1~3.
-
Note 7: The Company shall disclose the aggregate total amount of a variety of remunerations paid to the Company’s directors from all companies within the consolidated statements (including the Company).
-
Note 8: The aggregate total amount of a variety of remuneration paid to each and every director by the Company, the Company shall disclose names of directors in the hierarchy scale of distribution.
-
Note 9: The Company shall disclose the aggregate total amount of a variety of remunerations paid to the Company’s directors from all companies within the consolidated statements (including the Company). The Company shall disclose names of directors in the hierarchy scale of distribution.
-
Note 10: The term "net profit after tax" denotes the net profits after tax as shown in the individual or respective financial statements in the most recent year.
-
Note 11: a. This column shall expressly indicate the amounts of remunerations payable to the Company’s directors from the investees other than subsidiaries or parent company (Please enter "nil" in case of none).
-
b. Where the Company’s directors received relevant remunerations from the investees or parent company except subsidiaries, the Company shall have the remunerations from the investees or parent company except subsidiaries consolidated into the column of the hierarchy table and shall change the title of the column into "Parent company and all investees"
-
c. The term "remuneration" as set forth herein denotes such relevant remuneration as reward. remuneration (including remunerations paid to employees, directors and supervisors) and business execution expenses received by the Company’s directors who serve as directors and supervisors or managerial officers of investees, parent company except subsidiaries.
-
Given the difference between the remuneration disclosed in this Table and concept of income under the Income Tax Act, information disclosed in this Table is for disclose purposes only and shall not be used for taxation.
-
23 -
2. Remuneration to General Manager and Deputy General Manager Unit: NTD thousand
| Title | Name | Remuneration (A) (Note 2) |
Remuneration (A) (Note 2) |
Retirement pay and pension (B) |
Retirement pay and pension (B) |
Bonuses & Special Expenses (C) (Note 3) |
Bonuses & Special Expenses (C) (Note 3) |
Amount of Remuneration to Employee (D) (Note 4) |
Amount of Remuneration to Employee (D) (Note 4) |
Amount of Remuneration to Employee (D) (Note 4) |
Amount of Remuneration to Employee (D) (Note 4) |
(A+B+C+D) as a % of Net Income (Note 8) |
(A+B+C+D) as a % of Net Income (Note 8) |
Whether or not receiving remuneration from investees or the parent company other than subsidiaries (Note 9) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Compan y |
All companies included in the financial statement (Note 5) |
The Company |
All companies included in the financial statement (Note 5) |
The Company |
All companies included in the financial statement (Note 5) |
The Company | All companies included in the financial statement (Note 5) |
The Company |
All companies included in the financial report |
|||||
| Cash Amount |
Stocks Amount |
Cash Amount |
Stocks Amount |
|||||||||||
| General Manager (Note10) |
Lu, Yu- Huang |
106,138 | 106,138 | - |
- |
- |
- |
679 | - |
679 | - |
106,817 1% |
106,817 1% |
None |
| General Manager (Note10) |
Lee, Chih- Hung |
|||||||||||||
| Vice President |
Zhou, Pei-Ling |
|||||||||||||
| Vice President |
Chen, Li- Yu |
|||||||||||||
| Vice President |
Lin, Chin-Szu |
|||||||||||||
| Vice President |
Cheng, Wen- Ching |
|||||||||||||
| Vice President |
Wang, Guo- Rong |
|||||||||||||
| Vice President |
Wang, Pei-Shou |
|||||||||||||
| Vice President |
Liu, Wen-Tan |
|||||||||||||
| Vice President |
Chang, Wen-Jen |
|||||||||||||
| Vice President |
Yang, Ai- Zhen |
|||||||||||||
| Deputy General Manager (Note 11) |
Fu, Kuo- Chen |
- 24 -
Range of Remuneration
| Range of Remuneration | Range of Remuneration | |
|---|---|---|
| Range of Remuneration for Presidents and Vice Presidents | Name of President/Vice President |
|
The Company (Note 6) |
All companies included in the financial statements E (Note 7) |
|
| Lessthan NT$1,000,000 | ||
| NT$1,000,000 (included)~NT$2,000,000 (excluded) | Cheng,Wen-Ching | Cheng,Wen-Ching |
| NT$2,000,000 (included)~NT$3,500,000 (excluded) | ||
| NT$3,500,000 (included)~NT$5,000,000 (excluded) | Wang,Pei-Shou,Chang,Wen-Jen,Fu,Kuo-Chen | Wang,Pei-Shou,Chang,Wen-Jen,Fu,Kuo-Chen |
| NT$5,000,000 (included)~NT$10,000,000 (excluded) | Lin, Chin-Szu, Wang, Guo-Rong, Liu, Wen-Tan, Zhou, Pei-Ling, Yang, Ai-Zhen |
Lin, Chin-Szu, Wang, Guo-Rong, Liu, Wen-Tan, Zhou, Pei-Ling, Yang, Ai-Zhen |
| NT$10,000,000 (included)~NT$15,000,000 (excluded) | Chen,Li-Yu | Chen,Li-Yu |
| NT$15,000,000 (included)~NT$30,000,000 (excluded) | ||
| NT$30,000,000 (included)~NT$50,000,000 (excluded) | Lu,Yu-Huang,Lee,Chih-Hung | Lu,Yu-Huang,Lee,Chih-Hung |
| NT$50,000,000 (included)– NT$100,000,000 (excluded) | ||
| NT$100,000,000andAbove | ||
| Total | 12people | 12people |
*Given the difference between the remuneration disclosed in this Table and concept of income under the Income Tax Act, information disclosed in this Table is for disclose purposes only and shall not be used for taxation.
-
Note 1: The names of the President and Vice President shall be enumerated respectively to disclose amounts of various payments in combination. Where directors concurrently served as President and Vice President, please fill up the present Table and the aforementioned Table.
-
Note 2: To enumerate the salaries, position allowance, resignation fees for President and Vice President in the most recent year.
-
Note 3: It refers to a variety of bonuses, incentives, traffic allowances, special expenditures, a variety of allowances, dormitories, vehicle allocations and objects in kind paid to the President and Vice President in the most recent year. In case of provision of housings, vehicles or other transportations as individual expenditures, the Company shall disclose the attributes and costs for such provisions; such rents, fuel costs or other payments as substantially paid or counted based on the fair market prices. In case of chauffeurs provided, please remark the relevant remuneration paid to the chauffeurs which, nevertheless, shall not be counted inclusively into the remuneration. Besides, such salary expenses recognized under IFRS 2 "Share Based Payment", including the acquisition of employee stock option certificates, restriction upon employee rights from new shares and participation in cash capital increase subscription shares and the like shall also be counted inclusively into the remuneration as well.
-
Note 4: It should enumerate the amount of remuneration to employees allocated to President and Vice President as resolved in the Board of Directors in the most recent year (including both stocks and cash). If the amount could not be estimated, it shall be counted pro rata to the amounts substantially distributed in the preceding year for the amount to be distributed in the present year. Besides, please additionally fill up Table 1~3.
-
Note 5: The Company shall disclose the aggregate total amount of a variety of remunerations paid to the Company’s President and Vice President from all companies covered within the consolidated financial statements (including the Company).
-
Note 6: Regarding the aggregate total amount of a variety of remunerations paid to each and every President and Vice President by the Company, the names of the President and Vice President shall be disclosed in the hierarchy scale.
-
Note 7: The Company shall disclose the aggregate total amount of a variety of remunerations paid to the Company’s President and Vice President from all companies covered within the consolidated financial statements (including the Company). The names of the President and Vice President shall be disclosed in the hierarchy scale.
-
Note 8: The term "net profit after tax" denotes the net profits after tax as shown in the individual or respective financial statements in the most recent year.
-
Note 9: a. This column shall expressly indicate the amounts of remunerations payable to the Company’s President and Vice President from the investees other than subsidiaries or parent company (Please enter "nil" in case of none).
-
b. Where the Company’s President and Vice President received relevant remunerations from the investees or parent company except subsidiaries, the Company shall have the remunerations payable to the President and Vice President from the investees or parent company except subsidiaries consolidated into the column of the hierarchy table Column E and shall change the title of the column into "Parent company and all investees".
-
c. The term "remuneration" as set forth herein denotes such relevant remuneration as reward. remuneration (including remunerations paid to employees, directors and supervisors) and business execution expenses received by the Company’s President and Vice President who serve as directors and supervisors or managerial officers of investees, parent company except subsidiaries.
-
Note 10: General Manager Lu, Yu-Huang took office on August 13, 2025; former General Manager Lee, Chih-Hung stepped down on August 13, 2025. Note 11: Deputy General Manager Fu, Kuo-Chen assumed the position on September 1, 2025.
-
Given the difference between the remuneration disclosed in this Table and concept of income under the Income Tax Act, information disclosed in this Table is for disclose purposes only and shall not be used for taxation.
-
25 -
3. Remuneration for Managers
| 3. Remuneration for Managers | 3. Remuneration for Managers | 3. Remuneration for Managers | 3. Remuneration for Managers | 3. Remuneration for Managers | 3. Remuneration for Managers | 3. Remuneration for Managers |
|---|---|---|---|---|---|---|
| Unit: NTD thousand December 31, 2025 |
||||||
| Manager | Title (Note 1) |
Name (Note 1) |
Stock Amount |
Cash Amount | Total | Percentage in Net Earnings After Tax |
| General Manager (Note 5) | Lu, Yu- Huang |
- |
1,480 | 1,480 | 0.01% | |
| General Manager (Note 5) | Lee, Chih- Hung |
|||||
| Vice President | Zhou, Pei-Ling |
|||||
| Vice President | Chen, Li-Yu |
|||||
| Vice President | Lin, Chin-Szu |
|||||
| Vice President | Cheng, Wen- Ching |
|||||
| Vice President | Wang, Guo- Rong |
|||||
| Vice President | Wang, Pei-Shou |
|||||
| Vice President | Liu, Wen-Tan |
|||||
| Vice President | Chang, Wen-Jen |
|||||
| Vice President | Yang, Ai-Zhen |
|||||
| Deputy General Manager (Note 5) |
Fu, Kuo- Chen |
|||||
| Assistant Vice President | Tsai, Pei- Jin |
|||||
| Assistant Vice President | Chang, Wei- Cheng |
|||||
| Assistant Vice President | Yang, Wen- Chuen |
|||||
| Assistant Vice President | Gong, Hui-Zi |
|||||
| Assistant Vice President | Tsai, Jia- Sheng |
|||||
| Assistant Vice President | Zhuang, Guo-Zhi |
|||||
| Assistant Vice President | Chen, Po-Yu |
|||||
| Assistant Vice President | Lin, Chun- Miao |
- 26 -
| Assistant Vice President | Wei, Yu- Ci |
|||||
|---|---|---|---|---|---|---|
| Assistant Vice President | Li, An- Hsien |
|||||
| Assistant Vice President | Hu, Yu- Ling |
|||||
| Assistant Vice President | Tong, Hsu- Hung |
|||||
| Assistant Vice President | Tsai, Shun-Fa |
|||||
| Associate (Note 5) | Yu, Wei- Wu |
|||||
| Manager, Zhonglun Branch | Lin, Wei- Chen |
Note 1: The name and title of managers shall be disclosed individually. However, the distribution of profit can be disclosed in aggregate.
Note 2: Refers to the remuneration for managers (including stock and cash) approved by the Board of Directors in the previous year. If the remuneration cannot be estimated, the Company shall calculate the proposed distribution balance this year based on the amount of actual distribution in the previous year. Net Earnings After Tax refers to the net income after tax in the individual financial statement of the previous year.
-
Note 3: Referring to Letter Tai-Cai-Zheng-San-Zi No. 0920001301 (Taiwan-Finance-Securities-III-0920001301) of the Financial Supervisory Commission dated March 27, 2003, the scope of managers is as follows:
- (1) Presidents and equivalent level; (2) Vice presidents and equivalent level; (3) Assistant vice presidents and equivalent level; (4) Financial supervisor; (5) Accounting supervisor; (6) Other managers and authorized personnel.
-
Note 4: In addition to Table 1-2, directors, presidents, and vice presidents receiving remuneration for employees (including stock and cash) shall be disclosed in this table.
-
Note 5: General Manager Lu, Yu-Huang assumed office on August 13, 2026; former General Manager Lee, Chih-Hung stepped down; Deputy General Manager Fu, Kuo-Chen assumed office on September 1, 2026; and Associate Manager Yu, Wei-Wu assumed office on November 3, 2026.
-
(II) In case of one among circumstances enumerated below, the names and remunerations for the individual directors shall be disclosed:
-
In case of a loss after tax appears in the individual or respective financial statements in the most recent three (3) years, the amounts of remunerations for the respective directors shall be disclosed. Except an event where a net profit after tax is already seen in the individual or respective financial statements in the most recent year which is adequate enough to make up the accumulated loss: None.
-
In the event that the shareholding percentage by the directors in the most recent year has been inadequate to meet the requirements for up to three (3) months in a row, please disclose the remuneration paid to the respective directors: None.
-
Where the average pledge by directors has been greater than 50% for three (3) months in the most recent year, please enumerate the remuneration paid to such individual directors with pledge greater than 50% in the said month(s): None.
-
Where the director remuneration received by entire directors from all companies covered within the financial statements account for in excess of 2% of the net profit after tax and an individual director receives remuneration amounts to over NT$15 million, please disclose the remuneration amount paid to that director: None.
-
Where a TWSE/TPEx listed company ranks in the last two grade level in the corporate governance evaluation results in the most recent year or has changed transaction approach, discontinued trading, terminated TWSE/TPEx listing or has been resolved by the Corporate Governance Evaluation Committee as not entitled to evaluation in the most recent year as of the publication date of the Annual Report: None.
-
Where the salaries averaged for full-time employees serving not as a department head in a TWSE/TPEx listed company are not up to NT$500,000 in the most recent year: None.
-
A TWSE or TPEx listed company had an increase of 10 percent or more in net profit after tax for the most recent fiscal year, but the average annual salary of its full-time non-management employees did not increase relative to the preceding fiscal year.: None.
-
A TWSE or TPEx listed company had a decline in after-tax net income reaching 10 percent and exceeding NT$5 million for the most recent fiscal year, along with an increase in its average remuneration per director
-
27 -
(not including the remuneration of those who are also employees) reaching 10 percent or more and exceeding NT$100,000: None.
-
(III) Where a TWSE/TPEx listed company meets an event among those enumerated under Subparagraph 1 or 5 of the preceding Paragraph, please disclose the remunerations paid to the highest supervisory officers: None.
-
(IV) Respectively compare and explain with analysis that the aggregate total amounts of remunerations paid to the Company's directors, President and Vice President in the two most recent years as shown through the Company's consolidated financial statements for the percentage to the net profits after tax in the individual or respective financial statements and explanatory the policies regarding payment of remunerations, standards/criteria and compositions, procedures to fix the remuneration along with the interrelationship with the business performance and risks in the future.
-
The ratio taken by the gross total of remuneration paid by this Company and all firms disclosed in the Consolidated Financial Statements to the directors, presidents, and vice presidents of this Company to the net earnings after tax over the past two years
| Title | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % | Remuneration to net income after tax Unit: NT$ thousands; % |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | Differencesin TwoYears | ||||||||||
| The Company | All companies in the consolidated statements |
The Company | All companies in the consolidated statements |
The Company | All companies in the consolidated statements |
|||||||
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |
| Directors (Note) |
54,621 | 0.33 | 54,621 | 0.33 | 60,088 | 0.56 | 60,088 | 0.56 | 5,467 | 0.23 | 5,467 | 0.23 |
| President Vice President |
100,838 | 0.61 | 100,838 | 0.61 | 106,817 | 1.00 | 106,817 | 1.00 | 5,979 | 0.39 | 5,979 | 0.39 |
| Note: Includes compensation received for assuminga concurrentposition as a manager |
Descriptions: The total remuneration for directors increased in 2025 compared to 2024; however, the payout ratio rose due to a decrease in net income after tax in 2025. Similarly, total remuneration for the General Manager and Deputy General Managers increased in 2025 compared to 2024, but the payout ratio likewise rose due to the decline in net income after tax for the same period.
-
Description of the policies, criteria, and composition of remuneration; the procedures to determine remuneration, their interrelationship with business performance, and future risks:
-
(1) In accordance with the Company’s Articles of Incorporation, the remuneration of directors is authorized to be determined by the Board of Directors based on their level of participation in the Company’s operations, value of contribution, and the results of directors’ performance evaluations, with reference to industry standards. When performing duties for the Company, directors (including independent directors) receive fixed remuneration, and members of functional committees are additionally paid attendance fees per meeting. In addition, the Company’s Articles of Incorporation do not stipulate director remuneration; therefore, no director remuneration is distributed. The relevant amounts are handled based on proposals by the Remuneration Committee and approved by resolutions of the Board of Directors.
-
(2) The remuneration of the General Manager and Deputy General Managers includes salaries and bonuses. In accordance with Article 33 of the Company’s Articles of Incorporation, if the Company generates a profit in a given year, 0.1% to 5% shall be allocated as employee remuneration. The Company has established regulations governing the distribution of employee remuneration and bonus policies, which are determined based on operating performance (achievement of net profit after tax), individual performance evaluation results (achievement of business targets), and consideration of their contributions to the Company.
-
(3) Procedures to determine the remunerations: Taking into accounts with reference to the Company's overall business performance, potential risks to challenge the industries in the future, trends of development as well as degree of their accomplishment of performance targets and contribution to the Company's business performance. The relevant performance evaluation and rationality of remuneration have been duly proposed by the Remuneration Committee, submitted to and resolved
-
28 -
by the Board of Directors beforehand. In line with the substantial business operation and the laws and ordinances concerned, such remunerations are reassessed in real time to assure a sound balance between sustainable development and risk management.
III. Corporate Governance
(I) Operation of the Board of Directors:
In 2025, the Board of Directors convened a total of 10 meetings (A). The facts of participation by directors are as enumerated below:
| Title | Name | Actual Attendances (including appearances by proxy) (B) |
Attendances by Proxy |
Rate of Actual Attendance (%) [B/A] |
Remark | Remark |
|---|---|---|---|---|---|---|
| Chairman | Representative of Ying Jia Investment Co., Ltd.: Tsang- TsunChien |
10 | 0 | 100 | ||
| Director | Representative of Yingjia Investment Co., Ltd.: Yin, Chung-Yao |
1 | 4 | 20 | Newly appointed on 2025.05.22 (5 attendances required) |
|
| Director | Representative of Ruentex Industries Ltd.: Huang, Ming- Tuan |
4 | 1 | 80 | ||
| Representative of Ruentex IndustriesLtd.:Hsu, Sheng-Yu |
10 | 0 | 100 | |||
| Representative of Ruentex IndustriesLtd.:Yin, Chung-Yao |
2 | 3 | 40 | Resigned on 2025.05.22 (5 attendances required) |
||
| Representative of Ruentex Xing Co.,Ltd.:Lee, Chih-Hung |
5 | 0 | 100 | |||
| Representative of Run Tai Sing Co.,Ltd.:Li-yu Chen |
5 | 0 | 100 | |||
| Representative of Yingjia Investment Co., Ltd.: Ho, Kai- Lin |
5 | 0 | 100 | |||
| Su-HuiChen | 4 | 1 | 80 | Newly appointed on 2025.05.23 (5 attendances required) |
||
| Yu-Mei Lu | 4 | 1 | 80 | |||
| Independent Director |
Ko, Shun-Hsiung | 9 | 1 | 90 | ||
| Chang, Guo-Zhen(Note1) | 10 | 0 | 100 | |||
| Hsieh, Shang-Hsien(Note1) | 10 | 0 | 100 |
Note 1: The actual attendance of Independent Directors Chang, Guo-Zhen and Hsieh, Shang-Hsien was 100%, demonstrating that at least one independent director attended every board meeting.
Other Information Required for Disclosure:
-
I. The date, term, proposal content, and resolution specified and the opinion expressed by independent directors shall be specified under any one of the following circumstances:
-
Issues required under Article 14~3 of the Securities and Exchange Act: The Company has set up the Audit Committee. Pursuant to provisions set forth under Article 14~5 of the Securities and Exchange Act, the provisions set forth under Article 14~3 of the Securities and Exchange Act do not apply to the Company. For more details of the information concerned, please refer to the business operations of the Audit Committee appearing on Page 45 of the present Annual Report.
-
Other Board of Directors resolutions to which objections or qualified opinions for the record or in writing are expressed by independent directors: NA
-
II. When there is avoidance of conflicts of interest by a director, specify the name of that director, the
-
29 -
involved proposal(s), the cause(s) of the avoidance of conflicts of interest, and the participation in voting of that director:
| Board of Directors |
Proposal | Avoidance of Conflicts of Interest | Participation inVoting |
|---|---|---|---|
| 17th Term 15th Meeting 2025/1/21 |
1. Proposal for the approval and discussion of year-end bonuses for the Company’s managerial personnel for the year 2024. |
Director Lee, Chih-Hung and Director Chen, Li-Yu served as the Company’s President and Vice President. Pursuant to the Company’s Rules of Procedure for Board of Directors Meetings, they declared their recusal from this proposal and did not participate in the discussion and votingon it. |
Except the directors who did not participate in the resolution process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm consent that the issue is duly resolved asproposed. |
| 2. Discussion on the year-end bonus payable to the Company’s Chairman for 2024. |
Director Jean,Tsang-Jiunn serves as the Company’s Chairman. Pursuant to the Company’s Rules of Procedure for Board of Directors Meetings, he declared his recusal from this proposal and did not participate in the discussion and voting on it. |
||
| 17th Term 17th Board of Directors Meeting 2025/3/12 |
1. Proposal for the Company’s intention to sign a contracting agreement with Ruentex Interior Design Inc. for the “Huashan Songjiang Public Facilities, Landscaping, and Elevator Hall Project” and a settlement agreement for the “Ruentex Zuo An Life Decoration Project.” |
Directors Jean,Tsang-Jiunn and Ho, Kai-Lin serve as directors of Ruentex Interior Design, while directors Yin, Chung-Yao, Hsu, Sheng-Yu, and Lee, Chih-Hung serve as corporate directors of Ruentex Interior Design. Director Chen, Li-Yu, appointed by a related party of Ruentex Interior Design and having a conflict of interest in this matter, declared an abstention from discussing and voting in accordance with the Company's Rules of Procedure for Board of Directors Meetings. |
Except the directors who did not participate in the resolution process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm consent that the issue is duly resolved as proposed. |
| 2. The Company's plan to sign the final account settlement agreement with Ruentex Engineering & Construction Co., Ltd. on the “Construction Project of Ruentex Development Wuguwang B” (Ruentex Zuo An Life). |
Director Lee, Chih-Hung and Yin, Chung-Yao serve as directors of Ruentex Engineering & Construction Co., Ltd.; Director Jean,Tsang-Jiunn and Director Ho, Kai-Lin are directors assigned by Ruentex Engineering & Construction Co., Ltd.; Director Hsu, Sheng-Yu and Director Chen, Li-Yu are assigned by related- party of Ruentex Engineering & Construction so theyhave a |
- 30 -
| Board of Directors |
Proposal | Avoidance of Conflicts of Interest | Participation inVoting |
|---|---|---|---|
| conflict of interest with this proposal. Pursuant to the Company’s Rules of Procedure for Board of Directors Meetings, they declared their recusal from this proposal and did not participate in the discussion and votingon it. |
|||
| 3. The Company's plan to sign the final account settlement agreement with Ruentex Materials Co., Ltd. on the “Purchase of Construction Materials for Ruentex Zuo An Life (Wuguwang B)” |
Director Yin, Chung-Yao, Director Hsu, Sheng-Yu and Director Lee, Chih-Hung serve with Ruentex Materials as directors; Directors Jean,Tsang-Jiunn, Ho, Kai-Lin and Chen, Li-Yu are directors appointed by a corporate director of Ruentex Materials and are thus in interested relationship involved. Pursuant to the Company’s Rules of Procedure for Board of Directors Meetings, he declared avoidance from conflict of interests and did not participate in the resolutionprocess. |
||
| 17th Term 19th Meeting 2025/05/14 |
1. Proposal for the Company to enter into a construction contract with Ruentex Engineering & Construction Co., Ltd. for the “Ruentex Innovation Ruanqiao Section Development Project (Green Maison).” |
Director Lee, Chih-Hung and Yin, Chung-Yao serve as directors of Ruentex Engineering & Construction Co., Ltd.; Director Jean,Tsang-Jiunn and Director Ho, Kai-Lin are directors assigned by Ruentex Engineering & Construction Co., Ltd.; Director Hsu, Sheng-Yu and Director Chen, Li-Yu are assigned by related- party of Ruentex Engineering & Construction so they have a conflict of interest with this proposal. Pursuant to the Company’s Rules of Procedure for Board of Directors Meetings, they declared their recusal from this proposal and did not participate in the discussion and voting on it. |
Except the directors who did not participate in the resolution process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm consent that the issue is duly resolved as proposed. |
| 17th Term 19th Meeting 2025/05/14 |
1. Proposal for the Company to enter into a settlement agreement for the “Ruentex Da’an Fuyang Exterior Wall Stone Panel Sales Contract” with Ruentex Interior Design Inc. |
Director Jean, Tsang-Jiunn serves as a director of Ruentex Interior Design; Directors Yin, Chung-Yao and Hsu, Sheng-Yu serve as directors of the corporate director of Ruentex Interior Design; |
Except the directors who did not participate in the resolution |
- 31 -
| Board of Directors |
Proposal | Avoidance of Conflicts of Interest | Participation inVoting |
|---|---|---|---|
| Director Huang, Ming-Tuan is a director appointed by a related party of Ruentex Interior Design. As they had an interest in this proposal, they all declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm consent that the issue is duly resolved asproposed. |
||
| 17th Term 21st Meeting 2025/08/13 |
1. Proposal regarding changes to the Company’s managerial personnel and salaries. 2. Proposal to lift the non-compete restrictions on managers. |
Director Lu, Yu-Mei, being a related party to this proposal (second-degree relative), declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
Except for the directors who did not participate in the resolution process due to conflicts of interest, none of the directors objected and all confirmed consent. The issue was duly resolved asproposed. |
| 3. Remuneration for directors elected by by-election at the Company’s 2025 annual shareholders’ meeting. |
Directors Chen, Su-Hui and Lu, Yu-Mei, being related parties to this proposal, declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
||
| 4. Proposal for the Company to enter into a contract with Ruentex Interior Design Inc. for the “Ruentex Innovation Nangang Star Interior Decoration and Landscape Design Project.” |
Director Jean, Tsang-Jiunn serves as a director of Ruentex Interior Design; Directors Yin, Chung-Yao and Hsu, Sheng-Yu serve as directors of the corporate director (Ruentex Materials Co., Ltd.) of Ruentex Interior Design; Director Huang, Ming-Tuan is a director appointed by a related party (Ruentex Industries Ltd.) of Ruentex Interior Design. As they had an interest in this proposal, they all declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
Except the directors who did not participate in the resolution process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm |
- 32 -
| Board of Directors |
Proposal | Avoidance of Conflicts of Interest | Participation inVoting |
|---|---|---|---|
| consent that the issue is duly resolved asproposed. |
|||
| 17th Term 22nd Meeting 2025/10/14 |
1. Proposal for the Company to acquire common shares of Ruentex Development Co., Ltd. |
Director Jean, Tsang-Jiunn serves as a director of Ruentex Development and had an interest in this proposal. He declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
Except the directors who did not participate in the resolution process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm consent that the issue is duly resolved as proposed. |
| 2. Proposal for the Company to enter into a lease agreement with Ruentex Industries Co., Ltd. |
Directors Yin, Chung-Yao and Hsu, Sheng-Yu serve as directors of Ruentex Industries; Director Huang, Ming-Tuan is a director appointed by Ruentex Industries Co., Ltd.; Director Jean, Tsang- Jiunn is a director appointed by a related party of Ruentex Industries. As they had an interest in this proposal, they all declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
||
| 17th Term 23rd Meeting 2025/11/13 |
1. Proposal for the Company to enter into a settlement agreement for the “Ruentex Da’an Fuyang Construction Materials Sales Contract” with Ruentex Materials Co., Ltd. |
Directors Yin, Chung-Yao and Hsu, Sheng-Yu serve as directors of Ruentex Materials; Director Jean, Tsang-Jiunn is a director appointed by a corporate director of Ruentex Materials; Director Huang, Ming-Tuan is a director appointed by a corporate director of Ruentex Materials. As they have an interest in this proposal, they all declared recusal and did not participate in the discussion and voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
Except the directors who did not participate in the resolution process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm consent that the issue is duly resolved as proposed. |
| 2. Proposal for the Company to enter into a settlement agreement for the “Ruentex Innovation Wolong Street New Construction Project” with Ruentex Engineering & Construction Co., Ltd. |
Director Yin, Chung-Yao serves as a director of Ruentex Engineering & Construction; Director Jean, Tsang-Jiunn is a director appointed by a corporate director of Ruentex Engineering & Construction; Directors Hsu, Sheng-Yu and Huang,Ming-Tuan are directors |
- 33 -
| Board of Directors |
Proposal | Avoidance of Conflicts of Interest | Participation inVoting |
|---|---|---|---|
| appointed by related parties of Ruentex Engineering & Construction. As they have an interest in this proposal, they all declared recusal and did not participate in the discussion and voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
|||
| 17th Term 24th Meeting 2025/12/29 |
1. Proposal for the Company to subscribe to common shares issued for cash capital increase by Ruen Chen Investment Holdings Ltd. |
Directors Yin, Chung-Yao and Hsu, Sheng-Yu serve as directors of Ruen Chen Investment Holdings Ltd.; Director Huang, Ming-Tuan is a director appointed by a corporate director of Ruen Chen Investment Holdings Ltd.; Director Jean, Tsang-Jiunn is a director appointed by a related party of Ruen Chen Investment Holdings Ltd. As they had an interest in this proposal, they all declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
Except the directors who did not participate in the resolution process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm consent that the issue is duly resolved as proposed. |
| 2. Proposal for the Company to enter into a sales contract for “Green Maison Exterior Wall Stone Panels” with Ruentex Interior Design Inc. |
Director Jean, Tsang-Jiunn serves as a director of Ruentex Interior Design; Directors Yin, Chung-Yao and Hsu, Sheng-Yu serve as directors of the corporate director of Ruentex Interior Design; Director Huang, Ming-Tuan is a director appointed by a related party of Ruentex Interior Design; Director Lu, Yu-Mei is a second- degree relative of the chairman of Ruentex Interior Design. As they had an interest in this proposal, they all declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
||
| 3. Proposal for the Company to dispose of real estate units and parking spaces, including Unit V16, Unit T2 (17th floor), Unit T2 (26th floor), and Unit T3 (26th floor) of “Green Maison” located in Ruanqiao Section,Beitou District,Taipei City, |
Directors Jean, Tsang-Jiunn and Lu, Yu-Mei, being related parties to this proposal, declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors |
- 34 -
| Board of Directors |
Proposal | Avoidance of Conflicts of Interest | Participation inVoting |
|---|---|---|---|
| to relatedparties. | Meetings. | ||
| 17th Term 25th Meeting 2026/02/10 |
1. Proposal to approve the 2025 year- end bonus for the Company’s Chairman. |
Director Jean,Tsang-Jiunn serves as the Company’s Chairman. Pursuant to the Company’s Rules of Procedure for Board of Directors Meetings, he declared his recusal from this proposal and did not participate in the discussion and voting on it. |
Except the directors who did not participate in the resolution process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm consent that the issue is duly resolved asproposed. |
| 17th Term 25th Meeting 2026/03/13 |
1. Proposal for the Company to enter into construction contracts with Ruentex Engineering & Construction Co., Ltd. for the “Ruentex Innovation Impression Left Bank Project – Foundation Works” and the “Ruentex Innovation Huancui Section New Construction Project.” |
Director Yin, Chung-Yao serves as a director of Ruentex Engineering & Construction; Director Jean, Tsang-Jiunn is a director appointed by a corporate director of Ruentex Engineering & Construction; Directors Hsu, Sheng-Yu and Huang, Ming-Tuan are directors appointed by related parties of Ruentex Engineering & Construction. As they have an interest in this proposal, they all declared recusal and did not participate in the discussion and voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
Except the directors who did not participate in the resolution process due to avoidance from conflict of interests, all directors did not object at all in response to inquiry by the acting chairperson to confirm consent that the issue is duly resolved as proposed. |
| 2. Proposal for the Company to enter into construction contracts with Ruen Yang Construction Co., Ltd. for the “Ruentex Innovation Impression Left Bank Project – Temporary Works” and the “Ruentex Innovation Huancui Section Miscellaneous Works.” |
Director Yin, Chung-Yao serves as a director of the corporate director of Runyang Construction; Directors Jean, Tsang-Jiunn, Hsu, Sheng-Yu, and Huang, Ming-Tuan are directors appointed by related parties of Ruen Yang Construction. As they had an interest in this proposal, they all declared recusal and did not participate in the discussion or |
- 35 -
| Board of Directors |
Proposal | Avoidance of Conflicts of Interest | Participation inVoting |
|---|---|---|---|
| voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
|||
| 3. Proposal for the Company to enter into contracts with Ruentex Interior Design Inc. for the “Ruentex Innovation Impression Left Bank Interior Decoration and Landscape Design Project” and the “Ruentex Innovation Chongqing North Section Phase II Interior Decoration and Landscape Design Project,” as well as a settlement agreement for the “Ruentex Sanchong Exterior Wall Stone Panel Project.” |
Director Jean, Tsang-Jiunn serves as a director of Ruentex Interior Design; Directors Yin, Chung-Yao and Hsu, Sheng-Yu serve as directors of the corporate director of Ruentex Interior Design; Director Huang, Ming-Tuan is a director appointed by a related party of Ruentex Interior Design; Director Lu, Yu-Mei is a second- degree relative of the chairman of Ruentex Interior Design. As they had an interest in this proposal, they all declared recusal and did not participate in the discussion or voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
||
| 4. Proposal for the Company to enter into a construction materials sales contract with Ruentex Materials Co., Ltd. for the “Ruentex Innovation Nangang Star Project.” |
Directors Yin, Chung-Yao and Hsu, Sheng-Yu serve as directors of Ruentex Materials; Director Jean, Tsang-Jiunn is a director appointed by a corporate director of Ruentex Materials; Director Huang, Ming-Tuan is a director appointed by a corporate director of Ruentex Materials. As they have an interest in this proposal, they all declared recusal and did not participate in the discussion and voting in accordance with the Company’s Rules of Procedure for Board of Directors Meetings. |
- 36 -
III. The cycle and duration, scope, method, and contents of self-assessment or peer assessment of the board of directors:
| board of | directors: | ||||
|---|---|---|---|---|---|
| Status of Board Evaluation | |||||
| No. | Assessm ent Scope |
Assessme nt Method |
Assessmen t Duration |
Assessment Contents | Assessment Results and Improvement Items |
| 1 | A. Participation in company | 1. After collecting the relevant | |||
| operations. | meeting materials of the | ||||
| B. Enhancement of the | Company’s Board of Directors for | ||||
| quality of Board decision- | 2025, the “Board Performance | ||||
| making | Self-Evaluation Questionnaire” | ||||
| C. Composition and structure | covering the five major dimensions | ||||
| of the Board of Directors | was completed, and scores were | ||||
| D. Election of directors and | assigned according to the actual | ||||
| continuing education | operational status and evaluation | ||||
| Board of | E. Internal control |
standards. The average score |
|||
| Overall | |||||
Directors |
2025/01/01 | across all dimensions was 98.76 | |||
| Board of | |||||
Internal |
~ | points (out of a maximum of 100 | |||
| Director | |||||
| self- | 2025/12/31 | points), and the self-evaluation | |||
| s | |||||
| evaluation | result was rated as “Excellent.” | ||||
| 2. Improvement items: | |||||
| The average in-person attendance | |||||
| rate of directors was 87.78% | |||||
| (down from 88.51% last year). The | |||||
| Company will coordinate times | |||||
| when all directors are able to | |||||
| attend, with the aim of ensuring | |||||
| that all directors may participate in | |||||
| meetings. | |||||
| 2 | Individu al directors |
directors Self- assessmen t |
A. Understanding of | 1. Assessment Results: The Company has a total of 9 directors (including independent directors). At the end of December 2025, 9 “Director Self-Evaluation Questionnaires” were distributed, with a 100% return rate. Based on the statistics of the self-evaluation questionnaires completed by each director, the average score across all dimensions was 99.15 points (out of a maximum of 100 points), and the self-evaluation result was rated as “Excellent.” 2. Improvement items: The average in-person attendance rate of directors was 87.78% (down from 88.51% last year). The Company will coordinate times when all directors are able to attend, with the aim of ensuring that all directors may participate in meetings. |
|
| Company objectives and | |||||
| missions | |||||
| B. Awareness of directors’ | |||||
| duties | |||||
| C. Participation in company | |||||
| operations | |||||
| D. Internal relationship | |||||
| management and | |||||
| communication | |||||
| 2025/01/01 | E. Professional competence |
||||
| ~ | and continuing education | ||||
| 2025/12/31 | of directors |
||||
| F. Internal control | |||||
| 3 | Audit Committ ee |
Member Self- assessment |
A. Participation in company | The Company has established an “Audit Committee.” Following individual self-evaluations by the convener and attending committee members, the scores for all |
|
| 2025/01/01 | operations. | ||||
| ~ | B. Awareness of the duties of | ||||
2025/12/31 |
the Audit Committee | ||||
- 37 -
| No. | Assessm ent Scope |
Assessme nt Method |
Assessmen t Duration |
Assessment Contents | Assessment Results and Improvement Items |
|---|---|---|---|---|---|
| C. Quality of the Audit | dimensions were rated as “Outstanding.” The statistical results indicate that the committee members assessed the committee’s overall operations as sound, in compliance with the corporate governance requirements, and effective in enhancing the functions of the Board of Directors. |
||||
| Committee decision- | |||||
| making | |||||
| D. Composition of the Audit | |||||
| Committee and selection | |||||
| of members | |||||
| E. Internal control | |||||
| 4 | Remuner ation Committ ee |
Member Self- assessment |
A. Participation in company | The Company has established a “Remuneration Committee.” Following individual self-evaluations by the convener and attending committee members, the scores for all dimensions were rated as “Outstanding.” The statistical results indicate that the committee members assessed the committee’s overall operations as sound, in compliance with the corporate governance requirements, and effective in enhancing the functions of the Board of Directors. |
|
| operations. | |||||
| B. Awareness of the duties of | |||||
| the Remuneration | |||||
| Committee | |||||
| C. Enhancement of the | |||||
| 2025/01/01 | |||||
| quality of Remuneration | |||||
| ~ | |||||
| Committee decision- | |||||
2025/12/31 |
|||||
| making | |||||
| D. Composition of the | |||||
| Remuneration Committee | |||||
| and its members | |||||
| 5 | Overall Board of Directors |
External evaluation (Evaluatio n institution: Taiwan Investor Relations Institute) |
An external evaluation is conducted every three years. The previous evaluation period was 2023/09/01 ~2024/08/3 1 |
A. Composition of the Board | Completed Actions Based on Assessment Recommendations: 1.Elevating the "ESG Committee" to a board-level functional committee: The establishment of the board-level "Sustainability Committee" was approved by the Board of Directors on December 31, 2024. 2.Overseeing risk management via the Audit Committee or a board-level functional committee: The "Risk Management Policy and Procedures" was approved by the Board of Directors on May 13, 2024. 3.Establishing an internal control system for sustainability information management: The "Sustainability Committee Charter" was approved by the Board of Directors on December 31, 2024. 4.Developing an intellectual property management plan: This was approved and established by the General Manager on September 26, 2024. 5.Preparing an English version of the Sustainability Report: The English version of the Sustainability Report was uploaded on December 25, 2024. 6.Holding at least two investor conferences annually: Investor conferences were held on July 12 and December 11,2024,respectively. |
| of Directors and | |||||
| professional development | |||||
| B. Quality of Board decision- | |||||
| making | |||||
| C. Operational effectiveness | |||||
| of the Board of Directors | |||||
| D. Internal control and risk | |||||
| management | |||||
| E. Degree of Board | |||||
participation in corporate |
|||||
| social responsibility | |||||
-
38 -
-
IV. Targets (e.g. establishment of an Audit Committee and enhancement of information transparency) for the Board of Directors competency improvement in the current and previous years and performance evaluation:
-
Targets for strengthening of the functions of the Board:
-
(1) Implement corporate governance and improve information transparency:
-
A. To enhance governance and to optimize supervision, we established the Audit Committee in June 2016, with all indirect directors (3) as Committee Members.
-
B. The Company established the Remuneration Committee by law in 2011 which comprised of (three) independent directors who are appointed by the Board, to enhance corporate governance.
-
C. To enhance the performance of the board of directors and establish sound corporate governance, this Company established the [Response to Requests from Directors SOP] in 2019 to help directors carry out their duties and enhance board performance. On December 28, 2016, the board of directors passed the [Regulations Governing the Performance Evaluation of the Board of Directors] and disclosed them on the corporate website. Pursuant to the evaluation regulations, the Company carried out an evaluation of the performance of the Board of Directors for 2025 in late 2025. The approaches included performance evaluations of the Board of Directors, self-evaluations of the performance of the individual directors, performance evaluations of the Audit Committee, and selfevaluations of the performance of the Remuneration Committee. The contents of the evaluation included mastery of the Company’s targets and duties; awareness of the directors’ duties and responsibilities; extent of participation in the Company’s business operations; efforts to upgrade the quality of the policymaking process of the Board of Directors; and management and communication of the internal relationships and the like. The results of the performance evaluation of the Company’s Board of Directors in 2025 are well up to the required criteria and were reported to the Board of Directors on February 10, 2026.
-
D. In 2019, the Board of Directors appointed the accounting manager, Lin, Chin-Szu, as the chief governance officer, responsible for corporate governance related affairs, such as handling matters relating to Board of Directors, Audit Committee, Remuneration Committee and Shareholders meetings according to laws; assisting in onboarding and continuous education of directors; furnishing information required for business execution by directors; and assisting directors comply with legal compliance.
-
E. The Company has established the “Internal Material Information Processing SOP” to ensure the accuracy, integrity, and timeliness of disclosure of material information. The Board of Directors also appoints a dedicated unit to deal with internal material information which, implementing the spokesperson system, the spokesperson or deputy spokesperson upload material financial information to the Market Observation Post System (MOPS) and the corporate website in a timely manner to maintain the rights and interests of shareholders.
-
F. The Company has set up “Investor Service Zone”(formerly known as Stakeholders’ Special Zone” through the Company’s website, to respectively set up financial information, shareholders’ zone, corporate governance, significant information, contact windows and the like. Proactively, we set up sound channels for communications with stakeholders to further boost the transparency of the outbound information.
-
G. Each annual meeting of shareholders is scheduled to accept proposals from shareholders. Shareholders who are entitled to propose may apply to the Company during the acceptance period, and the Company will convene a Board of Directors’ meeting to review the proposals.
-
-
-
39 -
(2). Directors' continuing education:
| Title | Name | Date | Organizer | Course | Length | Compliance with Requirements |
|---|---|---|---|---|---|---|
| Chairman Representative of Yingjia Investment Co., Ltd.: |
Jean, Tsang- Jiunn |
07/09 | Taiwan Stock Exchange |
Cathay Pacific Sustainable Finance & Climate Change 2025 Summit Forum |
6 | Yes |
| 08/22 | Chinese National Association of Industry and Commerce |
Company Directors and Supervisors Workshop - 【2025 Taishin ShinKongNet-Zero Summit 】 |
3 | |||
| Director Representative of Yingjia Investment Co., Ltd.: |
Yin, Chung- Yao |
07/09 | Taiwan Stock Exchange |
Cathay Pacific Sustainable Finance & Climate Change 2025 Summit Forum |
6 | Yes |
| Director Representative of Ruentex Industries Ltd. |
Ming- Tuan Huang |
08/20 | Cross-Strait Commerce Development Foundation |
Outlook on Global and Taiwan Economic, Financial, and Investment Trends |
3 | Yes |
| 08/20 | Cross-Strait Commerce Development Foundation |
Global and Taiwan Technology Industry Trends and Business Opportunities Under Geopolitics |
3 | |||
| 11/07 | Cross-Strait Commerce Development Foundation |
The Board of Directors’ Cybersecurity Governance Responsibilities and Strategies: From Policy to Practice |
3 | |||
| 11/14 | Cross-Strait Commerce Development Foundation |
ESG Strategic Capability: The Path Toward Nature- Positive Growth |
3 | |||
| Director Representative of Ruentex Industries Ltd. |
Hsu, Sheng- Yu |
03/21 | Securities & Futures Institute |
Sustainability Disclosure Promotion Seminar for TWSE/TPEx Listed Companies |
3 | Yes |
| 07/09 | Taiwan Stock Exchange |
Cathay Pacific Sustainable Finance & Climate Change 2025 Summit Forum |
3 | |||
| 07/31 | Taiwan Stock Exchange |
2025 Summit for Strengthening Taiwan’s Capital Market |
3 | |||
| 11/14 | Cross-Strait Commerce Development Foundation |
ESG Strategic Capability: The Path toward Nature- Positive Growth |
3 | |||
| Director | Su-Hui Chen |
07/25 | Securities & Futures Institute |
2025 Insider Equity Trading Legal Compliance Seminar |
3 | Yes |
| 08/22 | Chinese National Association of Industry and Commerce |
Company Directors and Supervisors Workshop - 【2025 Taishin ShinKongNet-Zero Summit 】 |
3 |
- 40 -
| Title | Name | Date | Organizer | Course | Length | Compliance with Requirements |
|---|---|---|---|---|---|---|
| 08/29 | BCSD Taiwan | Release Conference for the CDP Response IFRS S2 Issue Analysis Report: Strengthening Climate Information Disclosure to Enhance Corporate Climate Resilience |
3 | |||
| 09/26 | Securities & Futures Institute |
Seminar on Prevention of Insider Trading in 2025 |
3 | |||
| Director | Yu-Mei Lu |
05/16 | Securities & Futures Institute |
Seminar on Prevention of Insider Trading in 2025 |
3 | Yes |
| 07/25 | Securities & Futures Institute |
2025 Insider Equity Trading Legal Compliance Seminar |
3 | |||
| 08/29 | BCSD Taiwan | Release Conference for the CDP Response IFRS S2 Issue Analysis Report: Strengthening Climate Information Disclosure to Enhance Corporate Climate Resilience |
3 | |||
| 10/31 | Securities & Futures Institute |
2025 Insider Equity Trading Legal Compliance Seminar |
3 | |||
| Independent Director |
Ko, Shun- Hsiung |
07/04 | National Federation of Certified Public Accountant Associations of the Republic of China |
(Taipei) The Money Laundering Control Act from the Perspective of Judicial Practice |
3 | Yes |
| 07/09 | Taiwan Stock Exchange |
Cathay Pacific Sustainable Finance & Climate Change 2025 Summit Forum |
3 | |||
| Independent Director |
Chang, Guo- Zhen |
10/03 | Securities & Futures Institute |
Seminar on Prevention of Insider Trading in 2025 |
3 | Yes |
| 10/31 | Securities & Futures Institute |
2025 Insider Equity Trading Legal Compliance Seminar |
3 | |||
| Independent Director |
Hsieh, Shang- Hsien |
08/20 | Cross-Strait Commerce Development Foundation |
Global and Taiwan Technology Industry Trends and Business Opportunities under Geopolitics |
3 | Yes |
| 10/31 | Securities & Futures Institute |
2025 Insider Equity Trading Legal Compliance Seminar |
3 |
2. Implementation assessment:
-
(1) Communication policies between the independent directors and the chief internal auditor and the CPA.
-
A. The head of the internal audit reports to the independent directors (Audit Committee) on a regular basis about the performance of internal audit business.
-
B. The certified public accountant(s), periodically, participate (s) in the Audit Committee (independent
-
41 -
directors) : reporting the outcome of annual audit and communicate the key audit issues. C. Others: In the event of significant irregularities or matters that the independent directors, chief auditor and CPAs deem necessary for communication separately, meetings may be held from time to time to communicate.
| directors) : reporting the outcome of annual audit and communicate the key audit issues. C. Others: In the event of significant irregularities or matters that the independent directors, chief auditor and CPAs deem necessary for communication separately, meetings may be held from time to time to communicate. |
directors) : reporting the outcome of annual audit and communicate the key audit issues. C. Others: In the event of significant irregularities or matters that the independent directors, chief auditor and CPAs deem necessary for communication separately, meetings may be held from time to time to communicate. |
directors) : reporting the outcome of annual audit and communicate the key audit issues. C. Others: In the event of significant irregularities or matters that the independent directors, chief auditor and CPAs deem necessary for communication separately, meetings may be held from time to time to communicate. |
directors) : reporting the outcome of annual audit and communicate the key audit issues. C. Others: In the event of significant irregularities or matters that the independent directors, chief auditor and CPAs deem necessary for communication separately, meetings may be held from time to time to communicate. |
|---|---|---|---|
| (2)Communications between the independent directors and CPAs and chief auditors | |||
| Date | Attendees | Mainpointsincommunication | Result |
| 2025.01.21 Audit Committee |
Independent director, Ko, Shun-Hsiung Independent Director, Chang, Guo-Zhen Independent Director Hsieh, Shang-Hsien Chiefauditor |
1. Report on the Company’s internal audit for the 4th quarter, 2024. |
Passed without objections. |
| 2025.03.12 Audit Committee |
Independent director, Ko, Shun-Hsiung Independent Director, Chang, Guo-Zhen Independent Director Hsieh, Shang-Hsien Chief auditor Certified Public Accountant Huang Chin- Lien (PricewaterhouseCoopers Taiwan) |
1. Discussion on the Company’s consolidated financial statements (including individual financial statements) and business report, as well as such final account settlement documents for 2024. 2. Discussion on the Company’s Declaration of Internal Control System of 2024. |
Passed without objections. |
| 2025.05.14 Audit Committee |
Independent director, Ko, Shun-Hsiung Independent Director, Chang, Guo-Zhen Independent Director Hsieh, Shang-Hsien Chief auditor Certified Public Accountant Huang Chin- Lien (PricewaterhouseCoopers Taiwan) |
1. Report on the Company’s internal audit for the 1st quarter, 2025. 2. Discussion on the Company’s consolidated financial statements for the 1st quarter, 2025. |
Passed without objections. |
| 2025.05.14 Audit Committee |
Independent director, Ko, Shun-Hsiung Independent Director, Chang, Guo-Zhen Independent Director Hsieh, Shang-Hsien Chiefauditor |
1. Discussion on the proposal to establish the Company’s “Service Units Internal Audit Control System Standards." |
Passed without objections. |
| 2025.08.13 Audit Committee |
Independent director, Ko, Shun-Hsiung Independent Director, Chang, Guo-Zhen Independent Director Hsieh, Shang-Hsien Chief auditor Certified Public Accountant Huang Chin- Lien (PricewaterhouseCoopers Taiwan) |
1. Report on the Company’s internal audit for the 2nd quarter, 2025. 2. Motion to discuss the Company’s Consolidated Financial Statements for the first half, 2025. 3. Discussion about amendments to the internal control system and internal audit implementation rules. 4. Discussion on the proposal to approve the provision of non-certification services by the CPAs, their firm, and affiliates of the firm to the Company and its subsidiaries. |
Passed without objections. |
| 2025.11.13 | Independent director, Ko, | 1. Report on the Company’s internal | Passed without |
- 42 -
| Date | Attendees | Main points in communication | Result |
|---|---|---|---|
| Audit Committee |
Shun-Hsiung Independent Director, Chang, Guo-Zhen Independent Director Hsieh, Shang-Hsien Chief auditor Certified Public Accountant Huang Chin- Lien (PricewaterhouseCoopers Taiwan) |
audit for the 3rd quarter, 2025. 2. Discussion on the Company’s consolidated financial statements for the 3rd quarter, 2025. |
objections. |
| 2025.12.29 Audit Committee |
Independent director, Ko, Shun-Hsiung Independent Director, Chang, Guo-Zhen Independent Director Hsieh, Shang-Hsien Chief auditor Certified Public Accountant Huang Chin- Lien (PricewaterhouseCoopers Taiwan) |
1. Description on the audit planning of the Company’s financial statements of 2025. 2. Discussion on the 2026 internal audit program of the Company. 3. Discussion on the proposal to establish the Company’s “Service Units Internal Audit Control System Standards." 4. Discussion on the amendment to the Company's Sustainable Development Best Practice Principles and Corporate GovernanceBestPracticePrinciples. |
Passed without objections. |
| 2025.02.10 Audit Committee |
Independent director, Ko, Shun-Hsiung Independent Director, Chang, Guo-Zhen Independent Director Hsieh, Shang-Hsien Chiefauditor |
1. Report on the Company’s internal audit for the 4th quarter, 2025. 2. Discussion on the Company's amendment to the “Risk Management Policy and Procedures.” |
Passed without objections. |
| 2025.03.13 Audit Committee |
Independent director, Ko, Shun-Hsiung Independent Director, Chang, Guo-Zhen Independent Director Hsieh, Shang-Hsien Chief auditor Certified Public Accountant Huang Chin- Lien (PricewaterhouseCoopers Taiwan) |
1. Discussion on the Company’s consolidated financial statements (including individual financial statements) and business report, as well as such final account settlement documents for 2025. 2. Discussion on the Company’s Declaration of Internal Control System of 2025. |
Passed without objections. |
(3) The Board of Directors approved the amendments to the “Ethical Corporate Management Best Practice Principles” on October 23, 2019 and the amendments to the “Procedures for Ethical Management and Guidelines for Conduct” on March 13, 2020 to enhance corporate governance, carry out the corporate culture, and submit the above amendments to the 2020 general meeting of shareholders.
As officially resolved on December 27, 2022 and March 14, 2023, the Company duly amended the “Corporate Governance Best-Practice Principles” in compliance with the corporate governance blueprints of up-to-date version further in coordination with the latest amendment to the Securities and Exchange Act and Company Act to enhance corporate governance.
(II) Facts about the operation of the Audit Committee or performance of the supervisors in participating in the Board of Directors: The Company’s Audit Committee is composed of three independent directors. The members of the Audit Committee are well known for their professional expertise and hands-on
- 43 -
experience. For more details, please refer to Page 10 the present Annual Report. The Company’s Audit Committee is primarily intended to help the Board of Directors fulfill the supervisory function over the Company in the implementation of finance, the quality of internal control system procedures, and the verification of their effectiveness.
-
Throughout 2025, the Audit Committee convened a total of 9 meetings, primarily focusing on the key issues as enumerated below:
-
(1) Audit of financial statements and accounting policies and procedures
-
(2) Internal control system and relevant policies & procedures
-
(3) Law compliance
-
(4) Qualifications, experiences and seniority of and evaluation into independence of the attesting certified public accountants
-
(5) Appointment, discharge and remuneration for an attesting certified public accountant.
-
(6) Self-evaluation questionnaire of the Audit Committee members for their self-evaluation.
-
(7) Other significant issues specified by the Company or the competent authority(ies).
-
Review over the financial statements:
The Board of Directors duly prepared the business reports, financial statements, and distribution of earnings for 2025. Among them, the financial statements had been audited by Certified Public Accountants Chin-Lien Huang and Shu-Chiung Chang of “PricewaterhouseCoopers Taiwan,” who issued the Audit Report. The aforementioned business reports, financial statements and distribution of earnings have been duly audited by the Audit Committee who confirms appropriate.
- Evaluation into the internal control system to check and make sure the validity:
The Audit Committee has evaluated the Company’s internal control system regarding whether the policies and procedures remain effective and has further reviewed the periodical reports worked out by the Audit Department, attesting certified public accountants as well as the Company’s management, including risk management and law compliance. The Audit Committee acknowledges and confirms that the Company’s internal control system remains valid in terms of designs and implementation. The Company has, in turn, adopted necessary control mechanism to monitor and correct the deficiencies.
- Appointment of attesting certified public accountants
The Audit Committee has been bestowed with the duties and responsibilities to monitor and ascertain the independence of attesting certified public accountants to assure the impartiality of financial statements. In general, except taxation related services or items specifically approved, CPA is not entitled to render any other services to the Company.
To assure the independence status of a CPA firm, the Audit Committee duly works out the independence evaluation table in accordance with Article 47 of the Certified Public Accountant Act and CPA Code of Professional Ethics Gazette #10. Accordingly, the Audit Committee evaluates and looks into independence, professionalism and competency of a CPA to check and make sure whether such a CPA is a related party, in inter-business transaction or involvement in financial interests with the Company and further obtains CPA Independence Declaration. On December 29, 2025, the 21st Meeting of the 4th Audit Committee and 24th Meeting of the 17th Board of Directors reviewed and approved that CPA Chin-Lien Huang and CPA Shu-Chiung Chang, of PricewaterhouseCoopers Taiwan, both met the independence evaluation criteria and were fully qualified to serve as the Company’s attesting certified public accountants for the financial statement and tax return audits.
- 44 -
2. Performance by the Audit Committee:
In the most recent fiscal year (2025), the Audit Committee convened 9 meetings (A). The attendance of the independent directors was as follows:
| Title | Name | Actual attendance B |
Attendances by Proxy |
Rate of Actual Attendance (%) B/A (Note2) |
Remark |
|---|---|---|---|---|---|
| Independent Director |
Ko, Shun- Hsiung |
9 | 0 | 100 | |
Chang, Guo- Zhen |
9 | 0 | 100 | ||
| Hsieh, Shang- Hsien |
9 | 0 | 100 |
Other Information Required for Disclosure:
-
I. Whenever one among circumstances enumerated below is found in the Audit Committee in its the business operation, the date, term, contents of motion, the objections, qualified opinions, contents of significant proposals of an independent director (s), result of decision resolved by the Audit Committee and the Company’s measures in response to the opinions of the Audit Committee shall be expressly accounted.
-
(I) An issue as set forth under Article 14~5 of Securities and Exchange Act: Already submitted to the Board of Directors for review after being resolved by the Audit Committee members.
| Audit Committee |
Proposal Contents and Handling | An issue as set forth under Article 14~5 of Securities and Exchange Act |
Matters not passed by the Audit Committee but approved by over two-thirds of all directors. |
|---|---|---|---|
| 4th Term 13th Meeting 2025/01/21 |
1. Acknowledgement of the Company's land development project in the urban rezoning district at Wen Zi Zhen, Xintai,New Taipei City. |
V | - |
| 2. Report on the Company’s internal audit for the 4th quarter,2024. |
V | - |
|
| 3. Discussion about the proposal to dispose of the building and parking space of 21F and 21F-2 of the B1 and B2 units of the "Ruentex CITY PARK" in Chengkung Section,SanchongDistrict,New Taipei City. |
V | - |
|
| Audit Committee resolution: Approved byall Audit Committee members. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was duly resolved by the Board of Directors at the 15th meeting of 17th Term convened on January 21,2025. |
|||
| 4th Term 14th Meeting 2025/03/12 |
1. Expropriation of the land at Shisi Zhang Section, Xindian District, New Taipei City for the Company’s development project and acknowledgement of the Company's land development project in the urban rezoning district at Wen Zi Zhen, Xintai, New Taipei City. |
V | - |
| 2.Discussionon remuneration foremployeesfor 2024. | V | - |
|
| 3. Discussion on the Company’s consolidated financial statements (including individual financial statements) and business report as well as such final account settlement documents for 2024. |
V | - |
|
| 4. Discussion on proposed distribution of earnings of the Companyfor 2024. |
V | - |
|
| 5.Discussion on cash dividend distribution from the 2024 | V | - |
- 45 -
| Audit Committee |
Proposal Contents and Handling | An issue as set forth under Article 14~5 of Securities and Exchange Act |
Matters not passed by the Audit Committee but approved by over two-thirds of all directors. |
|---|---|---|---|
| legal reserve. | |||
| 6. Amendment to the Company’s “Articles of Incorporation”. |
V | - |
|
| 7. Discussion about the motion regarding the Company’s intention to sign contracting agreement with Ruentex Interior Design Inc. on the “Huashan Songjiang Public Facilities, Landscaping and Elevator Hall Project” and a settlement agreement on the “Ruentex Zuo An Life Decoration Project.” |
V | - |
|
| 8. Discussion on the Company's plan to sign final account settlement agreement with Ruentex Engineering & Construction Co., Ltd. on the “Construction Project of Ruentex Development Wuguwang B” (Ruentex Zuo An Life). |
V | - |
|
| 9. Discussion on the Company's plan to sign final account settlement agreement with Ruentex Materials Co., Ltd. on the “Purchase of Construction Materials of Ruentex Zuo An Life (WuguwangB)” |
V | - |
|
| 10. Discussion on the proposal to lift the non-competition restrictionondirectors. |
V | - |
|
| 11. Discussion on the Company’s Declaration of Internal ControlSystemof 2024. |
V | - |
|
| AuditCommittee resolution: Approved byall AuditCommittee members. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was duly resolved by the Board of Directors at the 17th meeting of 17th Term convened on March 12,2025. |
|||
| 4th Term 15th Meeting 2025/04/8 |
1. Discussion on the proposal to lift the non-competition restriction on directors. |
V | - |
| Audit Committeeresolution:Approved by all Audit Committeemembers. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was duly resolved by the Board of Directors at the 18th meeting of 17th Term convened on April 8, 2025. |
|||
| 4th Term 16th Meeting 2025/05/14 |
1. Proposal for ratification of the Company’s proposed urban renewal joint construction development project in Da’an District,TaipeiCity. |
V | - |
| 2. Report on the Company’s internal audit for the 1st quarter,2025. |
V | - |
|
| 3. Discussion on the Company’s consolidated financial statementsforthe1st quarter,2025. |
V | - |
|
| 4. Proposal for discussion on the Company entering into a construction contract with Ruentex Engineering & Construction Co., Ltd. for the “Ruentex Innovation Ruanqiao Section New Construction Project” (Green Maison). |
V | - |
|
| Audit Committee resolution: Approved by all Audit Committee members. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was duly resolved by the Board of Directors at the 19th meeting of 17th Term convened on May 14, 2025. |
|||
| 1.Proposal for ratificationofthe expanded base area of | V | - |
- 46 -
| Audit Committee |
Proposal Contents and Handling | An issue as set forth under Article 14~5 of Securities and Exchange Act |
Matters not passed by the Audit Committee but approved by over two-thirds of all directors. |
|---|---|---|---|
| 4th Term 17th Board of Directors Meeting 2025/07/01 |
the Company’s development project in the Shisizhang Zone Expropriation Area, Xindian District, New Taipei City. |
||
| 2. Proposal for discussion on the Company’s urban renewal joint construction development project in Xinyi District,TaipeiCity. |
V | - |
|
| 3. Proposal for discussion on the Company entering into a settlement agreement with Ruentex Interior Design & Decoration Engineering Co., Ltd. for the “Ruentex Da’an FuyangExteriorWallStonePanelSales Contract.” |
V | - |
|
| 4. Discussion on the proposal to establish the Company’s “Service UnitsInternal Audit ControlSystemStandards." |
V | - |
|
| AuditCommittee resolution:Approved byall AuditCommittee members. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was duly resolved by the Board of Directors at the 20th meeting of 17th Term convened on July 1, 2025. |
|||
| 4th Term 18th Meeting 2025/08/13 |
1. Report on the Company’s internal audit for the 2nd quarter,2025. |
V | - |
| 2. Motion to discuss the Company’s Consolidated FinancialStatements for the first half,2025. |
V | - |
|
| 3. Proposal for discussion on the Company’s urban renewal development project in Neihu District, Taipei City. |
V | - |
|
| 4. Proposal for the Company to enter into a contract with Ruentex Interior Design Inc. for the “Ruentex Innovation Nangang Star Interior Decoration and Landscape Design Project.” |
V | - |
|
| 5. Discussion about amendments to the internal control systemandinternalauditimplementation rules. |
V | - |
|
| 6. Discussion on the proposal to approve the provision of non-certification services by the CPAs, their firm, and affiliates ofthefirmto the Company andits subsidiaries. |
V | - |
|
| AuditCommittee resolution:Approved byall AuditCommittee members. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was duly resolved by the Board of Directors at the 21st meeting of 17th Term convened on August 13,2025. |
|||
| 4th Term 19th Meeting 2025/10/14 |
1. Proposal for ratification of the Company’s development project in the Xinzhoumei Section, Beitou District, Taipei City. |
V | - |
| 2. Proposal for discussion on the Company’s urban renewal joint construction development project in the MeirenSection, Songshan District,TaipeiCity. |
V | - |
|
| 3. Proposal for the Company to acquire common shares of Ruentex Development Co.,Ltd. |
V | - |
|
| 4. Proposal for discussion on the Company entering into a lease agreement with Ruentex Industries Co., Ltd. |
V | - |
|
| Audit Committee resolution: Approved by all Audit Committee members. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was dulyresolved by theBoard of Directors at the22ndmeeting of 17th Termconvened onOctober |
- 47 -
| Audit Committee |
Proposal Contents and Handling | An issue as set forth under Article 14~5 of Securities and Exchange Act |
Matters not passed by the Audit Committee but approved by over two-thirds of all directors. |
|---|---|---|---|
| 14,2025. | |||
| 4th Term 20th Meeting 2025/11/13 |
1. Report on the Company’s internal audit for the 3rd quarter,2025. |
V | - |
| 2. Discussion on the Company’s consolidated financial statements for the3rdquarter,2025. |
V | - |
|
| 3. Proposal for discussion on the Company’s urban renewal development project in the Zhixing Section, WanhuaDistrict,TaipeiCity. |
V | - |
|
| 4. Proposal for the Company to enter into a settlement agreement for the “Ruentex Da’an Fuyang Construction Materials Sales Contract” with Ruentex Materials Co., Ltd. |
V | - |
|
| 5. Proposal for the Company to enter into a settlement agreement for the “Ruentex Innovation Wolong Street New Construction Project” with Ruentex Engineering & ConstructionCo.,Ltd. |
V | - |
|
| Audit Committeeresolution:Approved by all Audit Committeemembers. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was duly resolved by the Board of Directors through the 23rd meeting of 17th Term convened on November 13,2025. |
|||
| 4th Term 21st Meeting 2025/12/29 |
1. Proposal for ratification of the Company’s subscription to common shares issued in cash capital increase by Brogent Technologies Inc. |
V | - |
| 2. Proposal for ratification of the Company’s subscription to common shares issued in cash capital increase by Runcheng Investment Holding Co., Ltd. |
V | - |
|
| 3. Description on the audit planning of the Company’s financial statements of 2025. |
V | - |
|
| 4. Report for the Company’s regular evaluation of the independence ofCPAs |
V | - |
|
| 5. Proposal for discussion on the Company entering into a sales contract with Ruentex Interior Design & Decoration Engineering Co., Ltd. for “Green Maison Exterior Wall StonePanels.” |
V | - |
|
| 6. Proposal for the Company to dispose of real estate units and parking spaces, including Unit V16, Unit T2 (17th floor), Unit T2 (26th floor), and Unit T3 (26th floor) of “Green Maison” located in Ruanqiao Section, Beitou District,TaipeiCity, torelated parties. |
V | - |
|
| 7. Discussion of the 2026 internal audit program of this Company. |
V | - |
|
| 8. Discussion on the proposal to establish the Company’s “Service UnitsInternal AuditControlSystemStandards." |
V | - |
|
| 9.Discussiononthe Company’s2026 business plan. | V | - |
|
| 10. Discussion about amendment to the Company's Sustainable Development Best Practice Principles and Corporate GovernanceBestPracticePrinciples. |
V | - |
|
| AuditCommittee resolution:Approved byall AuditCommittee members. | |||
| The Company’shandling ofthe opinions oftheAudit CommitteeMembers:Themotionwas |
- 48 -
| Audit Committee |
Proposal Contents and Handling | An issue as set forth under Article 14~5 of Securities and Exchange Act |
Matters not passed by the Audit Committee but approved by over two-thirds of all directors. |
|---|---|---|---|
| duly resolved by the Board of Directors at the 24th meeting of 17th Term convened on December 29,2025. |
|||
| 4th Term 22nd Meeting 2026/02/10 |
1. Report on the Company’s internal audit for the 4th quarter,2025. |
V | - |
| 2. Proposal for discussion on the remuneration of the Company’s attesting CPAsfor 2026 and2027. |
V | - |
|
| 3. Proposal for amendment to the Company’s “Articles of Incorporation.” |
V | - |
|
| 4. Discussion about the Company's amendment to the "Risk Management PolicyandProcedures.” |
V | - |
|
| Audit Committeeresolution:Approved by all Audit Committeemembers. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was duly resolved by the Board of Directors at the 25th meeting of 17th Term convened on February 10,2026. |
|||
| 4th Term 23rd Meeting 2026/03/13 |
1. Discussion on amortization by the Company for remunerationto employeesfor 2025. |
V | - |
| 2. Discussion on the Company’s consolidated financial statements (including individual financial statements) and business report as well as such final account settlement documents for 2025. |
V | - |
|
| 3. Discussion on proposed distribution of earnings of the Companyfor 2025. |
V | - |
|
| 4. Discussion on cash dividend distribution from the 2025 legal reserve. |
V | - |
|
| 5. Discussion on cash distribution from the Company’s 2025 capital reserve. |
V | - |
|
| 6. Discussion on the proposal to lift the non-competition restriction on directors. |
V | - |
|
| 7. Proposal for the Company to enter into construction contracts with Ruentex Engineering & Construction Co., Ltd. for the “Ruentex Innovation Impression Left Bank Project – Foundation Works” and the “Ruentex Innovation HuancuiSectionNew Construction Project.” |
V | - |
|
| 8. Proposal for the Company to enter into construction contracts with Ruen Yang Construction Co., Ltd. for the “Ruentex Innovation Impression Left Bank Project – Temporary Works” and the “Ruentex Innovation Huancui Section Miscellaneous Works.” |
V | - |
|
| 9. Proposal for the Company to enter into contracts with Ruentex Interior Design Inc. for the “Ruentex Innovation Impression Left Bank Interior Decoration and Landscape Design Project” and the “Ruentex Innovation Chongqing North Section Phase II Interior Decoration and Landscape Design Project,” as well as a settlement agreement for the “Ruentex Sanchong Exterior Wall Stone Panel Project.” |
V | - |
|
| 10. Proposal for the Company to enter into a construction materials sales contract with Ruentex Materials Co., Ltd. forthe“Ruentex InnovationNangang Star Project.” |
V | - |
|
| 11.Discussionon the Company’sDeclarationof Internal | V | - |
- 49 -
| Audit Committee |
Proposal Contents and Handling | An issue as set forth under Article 14~5 of Securities and Exchange Act |
Matters not passed by the Audit Committee but approved by over two-thirds of all directors. |
|---|---|---|---|
| ControlSystemof 2025. | |||
| AuditCommittee resolution:Approved byall AuditCommittee members. | |||
| The Company’s handling of the opinions of the Audit Committee Members: The motion was duly resolved by the Board of Directors at the 26th meeting of 17th Term convened on March 13,2026. |
-
(II) Matters other than the above unapproved by the Audit Committee but resolved by over two thirds of all directors: NA
-
II. When there is avoidance of conflicts of interest by an independent director, specify the name of that director, the involved proposal(s), the cause(s) of the avoidance of conflicts of interest, and the participation in voting of that director: None.
-
III. Facts regarding communications by and among the independent directors, the internal audit head, and the certified public accountants (including the communications on key financial issues and business conditions, as well as audit methods and results). Please refer to Page 42 and 43 of the present Annual Report.
-
Note 1: Where an independent director quit the post before the end of a fiscal year, please indicate the date of resignation. The substantial participation rate (%) shall be duly counted based on the total number of meetings convened by the Committee and the number of his or her substantial participations.
-
Note 2: Where the independent directors had been reelected before the end of a fiscal year, please fill up both the outgoing independent director and the independent director newly elected and please indicate in the box of remarks as an independent director as the former one, newly elected one or reelected on and the date of reelection. The substantial participation rate (%) shall be duly counted based on the total number of meetings convened by the Committee during the term and the number of his or her substantial participations
-
50 -
(III) Status of governance and the deviations and the cause(s) of deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, Governance Best Practice (Governance Best Practice):
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| I. Has the Company defined and disclosed its governance best practice principles in accordance with the “Corporate Governance Best Practice Principles”? |
V | The Company had enacted the “Corporate Governance Best-Practice Principles” which were duly resolved by the Board of Directors on December 29, 2014. The “Corporate Governance Best-Practice Principles” were duly amended on December 27, 2022 in compliance with the corporate governance blueprints of the up-to-date version. The relevant contents have been duly amended by the Board of Directors in coordination with the updated Securities and Exchange Act and Company Act to enhance performance in corporate governance with disclosure as necessary through the Company's website. |
No significant difference. |
|
| II. Structure of Shareholdings and Shareholder’s Equity (I) Does the Company establish and implement internal procedures for handling shareholder suggestions, questions, disputes, and litigation? |
V |
(I) The Company has established the “Procedures for Handling Material Inside Information and Prevention of Insider Trading” and designated the Accounting Department as the responsible unit. The Company adheres to the principles of accuracy, completeness, and timeliness in the disclosure of material inside information, and has established a “Stakeholder Section” on the Company’s website through the spokesperson, deputy spokesperson, and stock affairs unit. Stakeholders are categorized into investors, customers, and suppliers, and their key concerns, communication channels, and response methods are disclosed on the Company’s website, via email, and through other means. A dedicated unit is also responsible for handling shareholders’ suggestions and inquiries, with communication channels kept open to ensure the protection of shareholders’ rights and interests. |
No significant difference. |
|
- 51 -
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (II) Does the Company keep an up-to-date list of its dominant shareholders and the parties with ultimate control over its dominant shareholders? |
V | (II) The Company's stock service unit is responsible for grasping the lists of directors, managers and major shareholders with more than 5% of shareholdings, and the shareholdings thereof, at any time. In addition, the Company discloses the names of shareholders holding 5% or more of the shares in its quarterly financial reports and reports monthly on the Market Observation Post System (MOPS) designated by the Securities and Futures Bureau. |
No significant difference. |
|
| (III) Does the Company establish and implement a risk control mechanism and firewall between its affiliates? |
V | (III) The company operates its financial business independently from its related enterprises and manages the financial information, business operations, and internal audit of its subsidiaries. It has established specific procedures such as “Regulations Governing the Operation of Subsidiaries” and “Group Enterprise Specific Company and Related Person Transaction Management Methods.” These were approved by the board on June 30, 2023 under the new “Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises.” Additionally, in accordance with the Financial Supervisory Commission's “Regulations Governing Establishment of Internal Control Systems by Public Companies,” the Company has set up related management systems for its subsidiaries to achieve risk control and establish a firewall mechanism. |
No significant difference. |
|
| (IV) Does the Company establish internal rules to prevent insider trading using undisclosed information? |
V | (IV) The Company has established the “Procedures for Handling Material Inside Information and Prevention of Insider Trading,” the “Procedures for Ethical Management and Guidelines for Conduct,” and the “Employee Code of Conduct,” among other relevant internal regulations. In accordance with the “Corporate Governance Best Practice Principles,” directors are prohibited from trading the Company’s shares during the blackout periods, which are 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of each quarterly financial |
No significant difference. |
- 52 -
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| report. The Company also prohibits insiders from using undisclosed market information to trade securities and enforces penalties for violations, strictly complying with the Securities and Exchange Act and other applicable laws and regulations. |
||||
| III. Organization and Functions of the Board of Directors (I) Would the Board of Directors work out diversification policy for its members, set the concrete targets and put the same into hands-on implementation? |
V | (I) 1. The Company’s Board of Directors has approved Chapter 3, “Strengthening the Functions of the Board of Directors,” of the “Corporate Governance Best Practice Principles,” under which the Board diversity policy has been established. The nomination and election of Board members are conducted in accordance with the Articles of Incorporation, adopting a candidate nomination system. It is conducted according to the "Rules for Election of Directors" and the “Corporate Governance Best Practice Principles" to ensure the diversity and independence of the board members. The list of the Company's 9 directors for this Term includes 2 female members. Those directors have been specialized in business management, leadership amidst policymaking process, industrial expertise, financial and accounting know-how with thorough implementation of diversification, as enumerated in Table below and disclosed on the Company’s website: Gender Concurrently Employee of Company Independent Director Seniority (below 9 years) Operational Management Leadership and Decision-making Industry-specific Knowledge Finance and Accounting Law Information technology Jean, Tsang- Jiunn Male V V V |
No significant difference. |
- 53 -
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Status of Operation | Status of Operation | Status of Operation | Status of Operation | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary Description | ||||||||||||
| Hsu, Sheng- Yu |
Male | V | V | V | V | |||||||||
| Huang, Ming- Tuan |
Male | V | V | V | ||||||||||
| Yin, Chung- Yao |
Male | V | V | V | ||||||||||
| Chen, Su-Hui |
Female | V | V | V | V | |||||||||
| Lu, Yu-Mei |
Female |
V | V | V | V | |||||||||
| Ko, Shun- Hsiung |
Male | V | V | |||||||||||
| Chang, Guo- Zhen |
Male | V | V | V | V | |||||||||
| Hsieh, Shang- Hsien |
Male | V | V | V | V | |||||||||
| (II) In addition to a Remuneration Committee and an Audit Committee established by law, does the Company voluntarily establish other functional committees? |
V | (II) The Company established a Sustainability Development Committee at the functional committee level under the Board of Directors on December 31, 2024, and formulated the Organizational Rules of the Sustainability Development Committee. The Committee comprises three independent directors and is responsible for supervising the implementation of the Company’s Sustainable Development Best Practice Principles and other sustainability-related matters as resolved by the Board of Directors. In addition, on May 13, 2024, the Company adopted the Risk Management Policy and Procedures, which were approved by the Audit Committee and the Board of Directors, and reports are made to the Board of Directors at least once annually. (The implementation status of risk management was reported to the |
No significant difference. |
- 54 -
| Assessment Item | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
||
|---|---|---|---|---|
| Yes | No | Summary Description |
||
| Board of Directors on December 29, 2025.) The relevant circumstances described above are disclosed on the Company's website: https://www.rt-develop.com.tw |
||||
| (III) Has the company established a method to assess the performance of the Board of Directors every year? Are the performance assessment results reported to the Board of Directors and used as a reference for the remuneration and nomination for re-election of directors? |
V | (III) The Company adopted the “Regulations Governing Performance Evaluations of the Board of Directors” as approved by the Board of Directors on December 28, 2016, and it has made timely amendments and disclosures on the Company’s website. In accordance with these Regulations, the Company conducts annual performance evaluations of the Board of Directors based on the prescribed procedures and evaluation indicators. The evaluation results are completed and reported to the Board of Directors before the end of the first quarter of the following year. The Regulations were amended on August 13, 2024 to require that an external evaluation be conducted once every three years for review and improvement, with the goal of enhancing Board effectiveness. The Company conducted the Board performance evaluation for 2025 at the end of 2025. All results met the evaluation standards, and the results were reported to the Board of Directors on February 10, 2026. The results of the above-mentioned performance evaluation will be used as a reference for the performance and reappointment of individual directors, and the results of the overall Board performance evaluation will be disclosed onthe Company's website. |
No significant difference. |
|
| (IV) Does the Company regularly evaluate the independence of certified public accountants? |
V | (IV) The Company held an Audit Committee meeting on December 29, 2025 to discuss the independence and suitability of CPAs . The audit used a combination of the audit quality indicator (AQI) information submitted by the CPAs and other non- quantitative indicators. The evaluation results were found to be suitable and submitted to the Board of Directors for resolution on the same day. The evaluation items in the most recent year included 13 indicators in five major aspects, namely professionalism, quality |
No significant difference. |
- 55 -
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
||
|---|---|---|---|---|---|---|
| Yes | No | Summary Description |
||||
| control, independence, supervision, and innovation ability; other non-quantitative indicators were mainly to evaluate whether accountants have complied with the provisions of the Certified Public Accountant Act and the Statement of Auditing Standards . Meanwhile, the independence of the CPAs is assessed on a yearly basis. Through the shareholder service department, the Company checks and makes sure that no certified public accountant has held the Company's share certificates nor served with the Company as a ranking department head. On the commissioned duties and an issue involving interests, such certified public accountants have duly avoided and further issued declaration on independence status. Assessments show that no CPA has either direct or indirect conflict of interests with this Company. Therefore, there is no worry of CPA independence. The results of evaluations conducted in the two most recent years were already submitted to the Board of Directors on December 31, 2024 and December 29, 2025, respectively. Note 1: Criteria to evaluate the certified public accountants in attribute of independence. |
||||||
| Ite m |
Assessment Contents | Assessm ent Results |
||||
| 1 | Neither the CPAs nor the Audit Team members hold the stock of this Company or its subsidiaries. |
Is Independ ent |
||||
| 2 | Neither the CPAs nor the Audit Team members are a director, supervisor, or officer of this Company. |
Is Independ ent |
||||
| 3 | There is no cooperation between the CPA firm and this Company. |
Is Independ ent |
||||
| 4 | There is no litigation between the CPA firm and this Company. |
Is Independ ent |
||||
| 5 | No report of non-replacement of CPAs for seven consecutive years or discipline of CPAs or damage of independence. |
Is Independ ent |
- 56 -
| Assessment Item | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
||
|---|---|---|---|---|
| Yes | No | Summary Description |
||
| Period covered within the evaluation: January 1 to December 31, 2025 Assessment Results: CPAs are independent. |
||||
| IV. Has an exchange-listed or OTC- listed company provided corporate governance personnel competent enough and in an appropriate number and has such company pointed the corporate governance head to assume the responsibility on corporate governance related duties (including but not limited to provision of the information and data required for performance of duty by the directors, assisting the directors in law compliance to take charge of business issues for the Board of Directors and shareholders’ meeting, production of minutes of the Board of Directors meeting and shareholders’ meeting and the like)? |
V | The Company's accounting department and stock affairs unit are also responsible for corporate governance-related affairs. In June 2019, the Board of Directors appointed Vice President and Chief Accounting Officer, Lin, Chin-Szu, to concurrently serve as the Corporate Governance Officer. Vice President Lin, Chin-Szu has more than ten years of experience in the finance and accounting management of listed companies for more than 20 years. The corporate governance unit is responsible for providing information necessary for directors and independent directors to perform their duties, assisting directors and independent directors in complying with the laws and regulations, and conducting Board of Directors’ meetings and shareholders’ meetings in accordance with the law. The unit also supervises implementation and reviews its effectiveness. For the Chief Governance Officer’s operation implementation status for the current year, please refer to Note 1(Page 60 of the Annual Report). |
No significant difference. |
|
| V. Does the Company establish channels for communication with interested parties (including, without limitation, shareholders, employees, customers, and suppliers), set up a interested party section on the corporate website, and respond appropriately to material CSR issues that concern shareholders? |
V | The Company, with due respect for the rights and interests of stakeholders, identifies its stakeholders, understands their reasonable expectations and needs, and appropriately responds to key corporate social responsibility issues of concern. Each department is responsible for stakeholder communication and reports to the Board of Directors at least once a year (the status of stakeholder communication for 2025 was reported to the Board of Directors on December 29, 2025). The Company’s stakeholders include employees, shareholders, clients, suppliers, social organizations, and government agencies, and their respective issues of concerns, communication channels, and our response methods are detailed on the company website. We have also set up an “Interested Party Section” on the corporate website: It includes Corporate Governance, Financial Information, Stock Affairs, Material Information, Contact Window, etc. The Company actively establishes communication channels with interested parties. |
No significant difference. |
- 57 -
| Assessment Item | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| VI. Does the Company appoint a professional stock affairs agent to handle shareholder affairs? |
V | The shareholders’ meeting-related affairs of the Company are handled by the internal stock affairs unit in accordance with the “Regulations Governing Stock Affairs” and the “Standard Rules for Internal Control Systems of Stock Affairs Units”. |
Implemented with respect to the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
|
| VII. Information Disclosure (I) Does the Company set up a website to disclose its financial and governance information? (II) Does the Company try other means to disclose information (such as setting up an English website, designating personnel to gather and disclose organizational information, effectively implementing the spokesperson system, and posting investor conferences on the corporate website)? (III) Does the company announce and report its financial statements within two months after the end of a fiscal year, and publish and declare in advance the financial statements of Q1, Q2, and Q3 and status of monthly operations? |
V V |
V | (I) The company website has been established in both Chinese and English disclosing company history, introduction of products manufactured or services provided, organizational structure and management team (including the introduction of management team's education and experience), quarterly financial reports, relevant information on shareholders' meetings (including annual reports) , meeting notice, meeting handbook, and minutes, etc.), the Articles of Incorporation, the Company's Articles of Incorporation, the Company's corporate governance-related regulations and their implementation, the ESG section, and business-related information. (II) The Company’s Accounting Department is responsible for collecting and disclosing company information, and we have a spokesperson and an deputy spokesperson as well as an investor relations contact point in place. We regularly or irregularly disclose the Company’s financial information on the Market Observation Post System (MOPS). Meanwhile, the “Interested Party Section” is available in both Chinese and English languages, to fully disclose our financial business, investor conferences (including materials for investor conferences), and corporate governance information as a reference for shareholders and the general public. (III) We complete reporting the quarterly and annual financial statements by the time- limit. However, we are still unable to advance the announcement and reporting of the annual financial statements within two months after the end of a fiscal year. In addition, we complete reporting the monthly businessreportbythetime-limit. |
No significant difference. No significant difference. We complete reporting the quarterly and annual financial statements by the time-limit. However, we are still unable to advance the announcement and reporting of the annual financial statements within two months after the end of a fiscal year. |
- 58 -
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| VIII. Is there any other material information (including, without limitation, employee rights, employee care, investor relations, supplier relations, interested party rights, further education for directors, the status of implementation of the risk management policy and risk measurement measures, the status of implementation of the customer policy, and the purchase of liability insurance for directors), that will help interested parties understand governance practices at the Company? |
V | Please refer to Note 2 for other material information that helps understand the Company’s governance practices (Page 61 of the Annual Report). |
No significant difference. |
- IX. Please specify the status of improvement and the prioritized improvements with reference to the Corporate Governance Evaluation results announced by the Corporate Governance Center of Taiwan Stock Exchange Corporation in the previous year:
| 1. | Based on the “Corporate Governance Evaluation Indicators” published in the previous year, we assessed the governance compliance. We future disclosed the focus of corrections for future improvements. Summary of Evaluation Indicators CorrectiveActions Completed Disclose quarterly financial reports in English within two months after the filing deadline for the Chinese quarterly financial reports. The Company has uploaded the English versions of its quarterly financial reports within the prescribed deadlines. Hold at least two investor conferences per year. (Listed companies are required to hold at least one investor conference per year.) The Company held investor conferences on July 11 and December 12, 2025. Establish a functional committee at the Audit Committee level beyond the statutory requirements (Risk Management Committee) and report to the Board of Directors at least once a year. The Company established a Sustainability Development Committee on December 31, 2024, and it has disclosed its implementation status on the Company’s website. Prepare sustainability reports in both Chinese and English in accordance with the GRI Standards, subject to third-party verification and approval by the Board of Directors. The Company completed its sustainability report, which was approved by the Board of Directors on August 13, 2025, filed and uploaded to the Company’s website on August 28, 2025, and published in English on November 5, 2025. Disclose the annual volume of water consumption, waste, and greenhouse gas emission in the past two years, and obtain external verification and reduction targets. Disclose relevant information in the Sustainability Report. |
Based on the “Corporate Governance Evaluation Indicators” published in the previous year, we assessed the governance compliance. We future disclosed the focus of corrections for future improvements. Summary of Evaluation Indicators CorrectiveActions Completed Disclose quarterly financial reports in English within two months after the filing deadline for the Chinese quarterly financial reports. The Company has uploaded the English versions of its quarterly financial reports within the prescribed deadlines. Hold at least two investor conferences per year. (Listed companies are required to hold at least one investor conference per year.) The Company held investor conferences on July 11 and December 12, 2025. Establish a functional committee at the Audit Committee level beyond the statutory requirements (Risk Management Committee) and report to the Board of Directors at least once a year. The Company established a Sustainability Development Committee on December 31, 2024, and it has disclosed its implementation status on the Company’s website. Prepare sustainability reports in both Chinese and English in accordance with the GRI Standards, subject to third-party verification and approval by the Board of Directors. The Company completed its sustainability report, which was approved by the Board of Directors on August 13, 2025, filed and uploaded to the Company’s website on August 28, 2025, and published in English on November 5, 2025. Disclose the annual volume of water consumption, waste, and greenhouse gas emission in the past two years, and obtain external verification and reduction targets. Disclose relevant information in the Sustainability Report. |
|---|---|---|
| Summary of Evaluation Indicators | CorrectiveActions Completed | |
| Disclose quarterly financial reports in English within two months after the filing deadline for the Chinese quarterly financial reports. |
The Company has uploaded the English versions of its quarterly financial reports within the prescribed deadlines. |
|
| Hold at least two investor conferences per year. (Listed companies are required to hold at least one investor conference per year.) |
The Company held investor conferences on July 11 and December 12, 2025. |
|
| Establish a functional committee at the Audit Committee level beyond the statutory requirements (Risk Management Committee) and report to the Board of Directors at least once a year. |
The Company established a Sustainability Development Committee on December 31, 2024, and it has disclosed its implementation status on the Company’s website. |
|
| Prepare sustainability reports in both Chinese and English in accordance with the GRI Standards, subject to third-party verification and approval by the Board of Directors. |
The Company completed its sustainability report, which was approved by the Board of Directors on August 13, 2025, filed and uploaded to the Company’s website on August 28, 2025, and published in English on November 5, 2025. |
|
| Disclose the annual volume of water consumption, waste, and greenhouse gas emission in the past two years, and obtain external verification and reduction targets. |
Disclose relevant information in the Sustainability Report. |
- 59 -
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
|
|---|---|---|---|---|---|---|
| Yes | No | Summary Description | ||||
| 2. | UnimprovedItems andMeasuresRequiringPriorityActions: Summary of Evaluation Indicators Items Requiring Priority Actions and Measures Plan in advance to achieve at least one-third female representationontheBoard of Directors. Formulate relevant policies. Ensure that more than one-half of independent directors do not serve more than three consecutive terms. Formulate relevant policies. Establish a linkage between senior management compensation and ESG-related performance evaluation. Formulate relevant policies. Actively promote governance in environmental and socialaspects. Formulate relevant policies. |
|||||
| Summary of Evaluation Indicators | Items Requiring Priority Actions and Measures |
|||||
| Plan in advance to achieve at least one-third female representationontheBoard of Directors. |
Formulate relevant policies. | |||||
| Ensure that more than one-half of independent directors do not serve more than three consecutive terms. |
Formulate relevant policies. | |||||
| Establish a linkage between senior management compensation and ESG-related performance evaluation. |
Formulate relevant policies. | |||||
| Actively promote governance in environmental and socialaspects. |
Formulate relevant policies. | |||||
| Note | 1: Business performance and continuous education of the chief corporate governance officer for the current year: 1. Assistance for independent directors and directors in carrying out their duties, provision of the required data, and arrangement of further education for directors: (1) Assist the board members in understanding the latest amendments and development of laws and regulations relating to corporate governance. (2) Arrange interviews with the CPAs for independent directors and the chief internal auditors to understand the Company’s accounting and internal control affairs and communications. Please refer to Pages 42 and 43 of the Annual Report. (3) Assist with further education planning and course arrangement for directors based on the education and experience of individual directors. Please refer to Pages 40 and 41 of the Annual Report. 2. Assistance in handling the agenda and resolutions of board meetings and meetings of shareholders. 3. Establishment of the board meeting agenda and notification of directors seven days in advance; convening the meetings and provision of related meeting data; reminding the avoidance of conflicts of interest in related proposals; and production of the minutes within 20 days after a board meeting. In 2025, the Company held a total of 9 Audit Committee meetings and 10 Board of Directors meetings. 4. Registration of the meeting of shareholders before the meeting date by law; production of the meeting notice, meeting handbook, and meeting minutes within the statutory time limit; and registration for a change after the amendment of the articles of incorporation or board election. 5. Organize at least one investor conference every year to build good investor relations, so that investors can obtain sufficient information to evaluate the Company's reasonable market value, so as to protect shareholders' rights and benefits. The Company participated in the 2025 corporate briefing sessions organized by HORIZON SECURITIES CO., LTD. on July 11, 2025 and by the Taiwan Stock Exchange on December 12, 2025, where it presented its recent operational achievements and future outlook. The related materials have been uploaded to the Market Observation Post System and the Company's website. 6. In 2025, the Corporate Governance Officer accumulated a total of 12 professional training hours by attending the following programs: the '2025 Cathay Sustainable Finance and Climate Change Summit' on July 9; the '2025 Insider Equity Trading Legal Compliance Seminar' on July 25; and the 'CDP-IFRS S2 Alignment Report Launch: Strengthening Climate Information Disclosure to Enhance Corporate Climate Resilience'on August 29. |
- 60 -
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| Note 2: 1. Employee Rights and Benefits: (1) We handle the appointment, dismissal, transfer, profit sharing from earnings, reward, punishment, training, and education of employees with respect to the Labor and Standards Act and related provisions of our internal management and control systems to protect the rights and benefits of employees. (2) The Company’s labor policy is founded upon the principle of open communication to create a win-win situation for the Company and employees through the following measures: A. Comply with the Labor Standards Act and related laws and regulations for the maximum protection of the rights and interests of employees. B. Provide unfettered and diverse communication channels for employees to freely express their opinions and get feedback. C. Provide employees with adequate training (elite training, internal professional training courses, professional certification, external education, and training expense subsidies, and encouragement of on-the- job training for employees). D. Other benefits such as reasonable employee benefits and compensation (group insurance, holiday gifts, employee trips subsidies, family day, etc.) are provided. (3) Although the Company has established an enterprise trade union, no collective agreement has been signed as the trade union has never requested the Company to negotiate a collective agreement. 2. Employee care: We value employee benefits and talent cultivation and abide by the labor laws and regulations to protect the basic rights of employees. (1) Employee benefits [Health Checkup] We value the physical health of employees. Therefore, we arrange periodic health checkups for employees better than the regulatory requirements. All permanent employees (director labor) regardless of age receive two health checkups every year. In addition to the results and recommendations of the current checkup, traces of individual indicators in previous checkups are presented in curves for employees to understand the health status at present and the health trend in the last five checkups. By doing so, we aim to facilitate early detection of health anomalies for early intervention, including lifestyle adjustments and treatments. In addition, apart from funding the general checkup items, we arrange self-financed further checkup items and discounts for dependent checkup to provide employees with more options and take care of their family at the same time. To encourage higher-level employees to pay attention to physical health, we arrange personalized advanced checkups for managers and above aged 40 and older. Apart from the advanced checkup, VPs and higher officers can participate in the annual member healthcare service. Currently, we fund 75% of the fee for advanced checkups and healthcare service. [Group Insurance] To maximize our care for employees and the financial support for employees after an accident, apart from the mandatory Labor Insurance and National Health Insurance, we proactively arrange the group life insurance for all permanent employees after their arrivals. We also provide the group medical plan for the spouse and children of employees. Besides funding the full amount of the group insurance premium, we offer discounts for self- financed insurance for permanent employees and their spouse, children, and parents to provide more options and protection for the family of employees after an accident. [Daily Life Talks] From time to time we invite medical, insurance, and financial professionals to give talks on popular topics and topics that interest employees. These talks for voluntary participation are organized to provide employees with more channels for direct exchange with experts to learn new knowledge and correct concepts in health care, accident prevention and handling, and financial management. [Other Benefits] We have established an employee (staff) welfare committee and a labor union and provide employees with allowances for marriage, birth, funerals, hospitalization, injuries, and disabilities. We also distribute vouchers to employees on festivals and birthdays; and fund employee travels and departmental reunions and recreational activities. |
- 61 -
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| The platform and services provided by Shutian Clinic and EAPs (Employee Assistance Programs) included four online and offline briefings, 24 online learning articles, and one employee empowerment training course. Health information on chronic disease prevention was also disseminated periodically to support employee well-being. The Group has partnered with 4 fitness centers to provide employees with discounted memberships, helping them prevent obesity and manage high blood pressure, high cholesterol, and high blood sugar to maintain good physical health. Meanwhile, all employees can enjoy a staff discount when shopping at the CITILINK malls and TSUTAYA BOOKSTORE run by this Company. We value the interaction among employees, their family, and the Company. Through mutual understanding, we hope to let their family understand more about the Company and thereby support employees to work and develop at the Company. Thus, we continuously conduct the new employee travel scheme and Family Day. (2) Training and Education for Employees Every year, we allocate a training budget for employees to enhance their professional skills, leadership, and career development. We also encourage them to expand their knowledge, participate in external training courses, and pursue further education. In 2025, a total of 882 employees attended continuing education programs (external and internal courses), completing a total of 2,244 hours. (3) Retirement system (I) In addition to the relevant provisions of the Labor Standards Act, the Company's retirement system is better than the Labor Standards Act, and the application for voluntary retirement is qualified: 1. Those who have worked for affiliated enterprises for more than 15 years and are at least 55 years old. 2. Those who have worked for the affiliated enterprise for more than 25 years. 3. Those who have worked for affiliated enterprises for more than 10 years and have reached the age of 60. 4. The special cases are approved by the general manager with the signature of the general manager. Special requirements are: (1) With a total of more than 10 years of work experience in affiliated enterprises or retirement within five years; (2) Those over 45 years old who are unable to work due to health factors. (II) With respect to the Company’s pension contributions, under the old system, 2% of total employee salaries is contributed monthly, while under the new system, 6% is appropriated to the pension reserve. In 2025, employees under the new system accounted for 96% (97 employees), while those under the old system accounted for 4% (4 employees). The total pension contribution for 2025 amounted to NT$7,291,481, of which 73% (NT$5,305,867) was attributable to the new system and 27% (NT$1,985,614) to the old system. (III) Relevant operating procedures for retirement application: 1. When an employee applies for retirement, the determination of the retirement age is based on the household registration records, fully calculated from the date of birth. 2. The application for retirement shall be submitted in writing one month in advance, and the resignation procedures shall be completed in accordance with the Company's regulations. (IV) The operation status of the Labor Pension Supervisory Committee in 2025 is as follows: 1. Monitor whether the monthly contribution is based on the total amount of labor salaries according to the statutory ratio. 2. To supervise whether the pension fund is appropriated in full. If the reserve in the special account is insufficient to cover the labor pension, the Company shall make up for it. 3. In 2025, no employee applied for retirement. The Labor Pension Supervisory Committee has convened a meeting and completed the application in accordance with the relevant procedures. 3. Investor Relations: (1) Enhance operational transparency and ensure the accuracy, integrity, and timeliness of information disclosures. (2) Value corporate governance and establish and disclose principles relating to the best practice of corporate governance. (3) Establish the spokesperson system to specialize in handling shareholder recommendations and protect shareholder equality. |
- 62 -
| Assessment Item | Status of Operation | Status of Operation | Status of Operation | Deviations and the Cause(s) of Deviations From the Corporate Governance Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (4) Adopt electronic voting at the meeting of shareholders to enforce shareholder mobility and make voting more convenient. (5) An investor conference is held at least once a year to establish a platform for communication with investors, and to explain to shareholders and investors non-financial qualitative information such as operating results, future business directions and goals, or industry trends, in order to strengthen the Company's information transparency . (Investor conferences were held on July 11 and December 12, 2025.) 4. Supplier relations:Constantly maintain sound relations with suppliers, communicate with and encourage suppliers to improve quality, cost efficiency, and HSE, and pursue high performance with suppliers together through management audits, experience sharing, and partnership optimization, 5. Interested parties’ rights:(1) Respect intellectual property rights, (2) value customer relationships, and (3) ensure legal compliance. 6. Further education of directors:Please refer to Pages 40 and 41 of the Annual Report for the continuing education courses of directors. 7. Implementation of Risk Management Policies and Risk Measurement Standards: The Company adopted the “Risk Management Policy and Procedures” as the guiding principles for its risk management upon approval by the Audit Committee and the Board of Directors on May 13, 2024. To enable timely identification and response to various risks and enhance operational resilience, each type of risk is managed by the responsible units through the relevant operational reports to conduct frontline risk prevention and management. In addition, the Company has established a stringent internal control system, under which the internal audit unit conducts regular or ad hoc audits of implementation and submits the relevant reports. For identified significant operational risks, the Office of the General Manager is responsible for overall coordination and control. It reported to the Board of Directors onDecember 29, 2025 to track the improvement status. Name of organization Scope of Powers and Responsibilities Board of Directors To approve risk management policies and systems, and supervise the implementation of risk management systems. Audit Committee Assists the Board of Directors in fulfilling its risk management responsibilities, and is responsible for reviewing the execution and operation of risk management related to“financial risks”and“internal control risks.” President (President's Office) Coordinate and direct all departments, responsible for formulating various risk management systems; regularly review the company's project risk management reports, strategies and improvement plans, and review the improvement results. Audit Office Assist the Board of Directors and managers in checking the deficiencies of the internal control system and confirm the effective operation of risk management, and report the risk status to the Board of Directors on a regular basis. Responsible units To promote, identify, evaluate and manage the risk management policies of each department; to report risk status on a regular basis and to formulate response and improvement mechanisms. 8. Customer policy:We maintain long-term sound customer relations to provide customers, aiming to provide them with prompt and quality services. 9. The liability insurance policy(ies) purchased by the Company for directors:The Company has purchased liability insurance policy(ies) for directors and key staff members from Taiwan Fire & Marine Insurance Co., Ltd. to cover the insured period, starting from 12:00 February 1, 2026 until 12:00 February 1, 2027. The contents covered under the insurance policy(ies) include the liabilities of directors and key staff members, the Company's liabilities for compensation and the liabilities for compensation for negotiable securities, liabilities for compensation in the employment behaviors, in the insurance amount of US$3 million. |
- 63 -
(IV) If a Remuneration Committee is in place, disclose its composition, duties, and operation:
The Board of Director of the Company has resolved to establish a Remuneration Committee on December 19, 2011, which meets at least twice a year, and formulated the “Remuneration Committee Charter;” The responsibilities of the Committee include establishing and periodically reviewing the annual and long-term performance goals for the directors and managerial officers of the Company, as well as the policies, systems, standards, and structure for their remuneration. The Committee also periodically assesses the degree to which performance goals for the directors and managerial officers have been achieved. Information regarding the 5th Committee members in 2025 and their operations is as follows:
(1) Data of Remuneration Committee Members
| Identity egory |
Requireme nts Name |
The professional qualifications and hands- on experiences |
Status of Independence | Concurrently an Independent Director for Other Public Companies |
|---|---|---|---|---|
| Indepe ndent Direct or (Conv ener) |
Ko, Shun- Hsiung |
The convener of the Remuneration Committee and convener of Audit Committee are currently the certified public accountant(s) of Chien Da Associated CPA Office having been in the hands-on CPA practice for more than twenty years, with a professional background and expertise in finance and accounting. (Please refer to Page 10-11 of this Annual Report) |
(1) The principal person, his or her spouse, blood relative within the second degree of kinship have not served as the director and supervisor or employee in the Company or an affiliated enterprise thereof. (2) The number of shares held by the principal person, his or her spouse, blood relative within the second degree of kinship (or in the name of another): 0 (3) Having not served with the Company or a company with specific relationship with the Company as director and supervisor or employee. (4) The amount of remuneration received by the Company or its affiliated enterprises for commercial, legal, financial, accounting services rendered within the most recent twoyears: 0 |
0 |
| Indepe ndent Direct or |
Chang, Guo-Zhen |
A Committee member of Remuneration Committee, Audit Committee, currently serving as a Professor of Department of Civil Engineering, National Taiwan University, in the teaching career for more than 25 years, with architecture and engineering related professional backgrounds. (Please refer to Page 10-11 of this Annual Report) |
(1) The principal person, his or her spouse, blood relative within the second degree of kinship have not served as the director and supervisor or employee in the Company or an affiliated enterprise thereof. (2) The number of shares held by the principal person, his or her spouse, blood relative within the second degree of kinship (or in the name of another): 0 (3) Having not served with the Company or a company with specific relationship with the Company as director and supervisor or employee. (4) The amount of remuneration received by the Company or its affiliated enterprises for commercial, legal, financial, accounting services rendered within the most recent twoyears: 0 |
0 |
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| dentity gory |
Requireme nts Name |
The professional qualifications and hands- on experiences |
Status of Independence | Concurrently an Independent Director for Other Public Companies |
|---|---|---|---|---|
| Indepe ndent Direct or |
Hsieh, Shang- Hsien |
A Committee member of the Remuneration Committee and Audit Committee, currently serving as a professor in the Department of Civil Engineering at National Taiwan University, with a teaching career of more than 20 years and architecture and engineering-related professional backgrounds. (Please refer to Page 10-11 of this Annual Report) |
(1) The principal person, his or her spouse, blood relative within the second degree of kinship have not served as the director and supervisor or employee in the Company or an affiliated enterprise thereof. (2) The number of shares held by the principal person, his or her spouse, blood relative within the second degree of kinship (or in the name of another): 0 (3) Having not served with the Company or a company with specific relationship with the Company as director and supervisor or employee. (4) The amount of remuneration received by the Company or its affiliated enterprises for commercial, legal, financial, accounting services rendered within the most recent twoyears: 0 |
0 |
2. Operation of Remuneration Committee
-
(1) The Remuneration Committee consists of three members
-
(2) Tenure of office for Committee members in the present term: Starting from June 30, 2023 until June 8, 2026. In the most recent year (2025), the Remuneration Committee convened a total of 2 meetings (A). Facts of the qualifications and participation status of the members are as enumerated below:
| Title | Name | Name | Actual attendance rate B |
Attendances by Proxy |
Actual attendance rate (%) [B/A] |
Actual attendance rate (%) [B/A] |
Remark | Remark | |
|---|---|---|---|---|---|---|---|---|---|
| Convener | Ko, Shun- Hsiung |
2 | 0 | 100 | Reelected on 2023/6/30 | ||||
| Committee Member |
Chang, Guo-Zhen |
2 | 0 | 100 | Reelected on 2023/6/30 | ||||
| Committee Member |
Hsieh, Shang- Hsien |
2 | 0 | 100 | Newly appointed on 2023/6/30 |
||||
| Other Information Required for Disclosure: 1. Causes for and resolutions of discussions of the Remuneration Committee in thepreviousyear. Remuneration Committee Proposal Contents and Handling Resolution Decision of the Board of Directors in response to the opinions from the Remuneration Committee 5th Term, 4th Meeting (1st Meetingin 1. Performance evaluation report for personnel at assistant vice president level (inclusive) and above for the second half Unanimous consent of all committee Submitted to the 15th Meeting of the 17th Board of |
|||||||||
| Remuneration Committee |
Proposal Contents and Handling | Resolution | Decision of the Board of Directors in response to the opinions from the Remuneration Committee |
||||||
| 5th Term, 4th Meeting (1st Meetingin |
1. Performance evaluation report for personnel at assistant vice president level (inclusive) and above for the second half |
Unanimous consent of all committee |
Submitted to the 15th Meeting of the 17th Board of |
- 65 -
| 2025) 2025.01.21 |
of 2024. 2. Proposal for ratification of business and land development bonuses for personnel at assistant vice president level (inclusive) and above for the second half of 2024. 3. Discussion on the Company’s 2024 Board of Directors performance evaluation. 4. Discussion on the approval of year-end bonuses for the Company’s managerial officers for 2024. 5. Discussion on the approval of the year- end bonus for the Company’s Chairman for 2024. 6. Discussion on the appropriation ratio of employee remuneration for 2024. |
members. | Directors on January 21, 2025, and approved by all attending directors. |
|
|---|---|---|---|---|
| 5th Term, 5th Meeting (2nd meeting in 2025) 2025.08.13 |
1. Performance evaluation report for personnel at assistant vice president level (inclusive) and above for the first half of 2025. 2. Report on comparison of managerial compensation with industry peers for 2024. 3. Proposal for ratification of business and land development bonuses for personnel at assistant vice president level (inclusive) and above for the first half of 2025. 4. Discussion on changes to managerial personnel in 2025. 5. Discussion on remuneration for newly appointed natural-person directors of the Company’s 17th Board. 6. Discussion on the Company’s “Regulations Governing Distribution of Employee Remuneration.” |
Unanimous consent of all committee members. |
Submitted to the 21st Meeting of the 17th Board of Directors on August 13, 2025, and approved by all attending directors. |
3. Information on Nomination Committee Members and Operations
The Company has not yet established a nomination committee, which is a voluntary committee and will be established in accordance with the regulations of the competent authorities and the needs of the Company. Although a nomination committee has not yet been set up, the board of directors thoroughly communicate candidates nominated, which is in alignment with corporate governance.
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66 -
-
(V) 1. The performance of promotion of sustainable development, any deviation from the Sustainable
Development Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such deviation.
| Items | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| I. Has the Company set up a governance structure for sustainable development and further set up a full-time (part- time) unit to carry out sustainable development as managed by the ranking management authorized by the Board of Directors and the fact about the supervision by the Board of Directors? |
V | The Company established the “Sustainable Development Committee” upon approval by resolutions of the Audit Committee and the Board of Directors on December 31, 2024. The Committee is composed of three independent directors, with Independent Director Ko, Shun-Hsiung serving as the convener. The Committee is responsible for proposing and implementing the sustainable development policies, systems, related management guidelines, and specific action plans; identifying sustainability issues relevant to the Company operations and stakeholder concerns; effectively integrating resources and implementing the Company’s sustainability strategies; and jointly promoting environmental protection, social engagement, and corporate governance, with the aim of achieving sustainable development and the net-zero objectives. The 2025 report to the Board of Directors included: 2 greenhouse gas inventories, 1 performance evaluation of the Board of Directors, and 1 report on the implementation of ethical management. Based on the content of the reports, the directors reviewed the progress of implementation, communicated the goals of sustainable construction and low-carbon building materials, etc., aligning with the Company's sustainable development strategy. |
No material differences |
|
| II. Has the Company, pursuant to the principle of materiality, carried out risk management toward environmental, social and corporate governance related risk assessment and further set up relevant risk management policies or strategies?(Note |
V | This data covers the period from January to December of 2025. Through a systematic management mechanism, risks are effectively identified, measured, monitored, and controlled, keeping risks within the Company's tolerable range and preventing potential losses, thereby achieving the goal of sustainable operations for the Company. In response to the assessed major risks, the corresponding countermeasures are explained as follows. The Company evaluates and reviews the risk matters, formulates relevant risk management policies or strategies, summarizes major risk matters to the President, and reports to the Board of Directors in a timely manner based on the principle of materiality. Reported on the risk management implementation status to the Board of Directors on December 29, 2025. |
No material differences |
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| Items | ImplementationStatus (Note1) | ImplementationStatus (Note1) | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|---|---|
| Yes | No | Summary Description | ||||
| 2) | ||||||
| (I)Environmentalaspects | ||||||
| Risk Item | Risk Description |
Response/risk management policy |
||||
| Climate change risk |
Risks such as rising energy costs and possible changes in business practices caused by global warming and environment al changes. |
(1) Each office implements carbon conservation and carbon reduction measures, including using compostable toilet paper (waste reduction) and waste sorting; reducing CO2 emissions from refuse incineration, turning off lights after use, setting air-con temperature to 25°C or above in summer, and building energy-efficient facilities, etc. (2) Since 2019, rainwater recycling systems have been installed at construction sites to collect rainwater for landscape planting and watering, as well as air pollution prevention purposes such as dust suppression and rawmaterialsprinkling. |
||||
| Risks associated with the use of raw materials |
Risks arising from environmenta l damage and excessive use caused by the selection of raw materials. |
Based on regulatory compliance and reasonable cost, preference is given to building materials that meet the Green Label and Low- Carbon Labels to reduce negative environmental impacts. |
||||
| Waste management risks |
Risks arising from environmenta l pollution and safety and health concerns caused by waste. |
(1) Implement garbage classification and appoint qualified waste removal and transportation companies to be responsible for recycling and reuse. (2) Effectively improve the efficiency of the use of various resources, avoid waste of resources, and reduce environmental impact through the management of material allocation. |
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| Items | ImplementationStatus (Note1) | ImplementationStatus (Note1) | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|---|---|
| Yes | No | Summary Description | ||||
| (II) Social aspects | ||||||
| Risk Item | Risk Description |
Response Measures | ||||
| Personnel risk |
Potential risks arising from improper handling of personnel employment and labor- management relations. |
(1) Manpower demand: Industry- academia cooperation to increase the source of manpower. (2) Labor-management relations: The Company conducts audits on work performance, salary payment, insurance coverage, and labor retirement contributions to protect the rights and interests of employees and promote labor- management harmony. |
||||
| Personal information risk |
Collect and use personal information correctly and protect personal information from the risk of leakage. |
(1) Member information: Verify the legality and the effectiveness of data protection with respect to the information of home buyers and shopping mall members to ensure the safety of consumers' personal information. (2) Legal compliance: Comply with laws and regulations related to personal data, and protect the personal data held by the Company, so that the collection, processing and utilization of personal data meet the requirements of laws and regulations, and prevent external threats and internal management negligence. or improper use, resulting in the theft, tampering, damage, loss, leakage or any illegal event. |
||||
| Occupational health and safety risks |
Potential risks to work safety, environmenta l safety, and environmenta |
Set up an occupational safety and health management unit, assign trained and qualified occupational safety and health management personnel, and regularly organize employees' related evacuation |
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| Items | ImplementationStatus (Note1) | ImplementationStatus (Note1) | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|---|---|
| Yes | No | Summary Description | ||||
| l sanitation. | drills and training on the use of first-aid equipment. |
|||||
| Customer service risk |
The risks that may arise from the customer's pre-sale, after-sale and related repair services. |
The Company sets up a 0800 customer service hotline, regularly inspects the quality of each project, and tries its best to meet the requirements of each customer, in order to maintain customer satisfaction at a high level and create a quality environment where the Company's attention and customers can feel at ease. |
||||
| (III) Governance aspects | ||||||
| Risk Item | Risk Description |
Response Measures | ||||
| Strategic risk | Risks that may arise from innovative services, organizationa l reform, corporate transformatio n, and regional development. |
The Company analyzes the business environment every year and proposes short, medium and long-term strategic plans in response to changes in the environment. |
||||
| Operational risk |
The stagnation or decline of business performance, legal disputes in the course of transactions, changes in laws and policies, marketing and |
(1) Development risk: In the face of the shortage of construction land and land in prime areas, Ruentex Development’s response strategy: With the brand advantage of Ruentex's construction team, we actively look for joint construction projects, participate in urban renewal projects, and bid for land in the redevelopment areas of Taipei and New Taipei City to increase development opportunities. |
- 70 -
| Items | ImplementationStatus (Note1) | ImplementationStatus (Note1) | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|---|---|
| Yes | No | Summary Description | ||||
| advertising, and possible risks to the quality of construction projects. |
(2) Construction risks: In the face of the impact of safety management on the construction site and the use of raw materials on the environment, Ruentex's innovative response strategy: continuous research and development of improved construction methods applied to construction projects, such as mortar, quiet floor and other construction methods. For efficient projects, the precast construction method is applied in the factory and assembled at the job site, which can greatly speed up the construction speed, improve structural safety and construction efficiency. |
|||||
| Financial risk | Possible risks arising from major investments, capital allocation, cost control, exchange rates, interest rates and inflation. |
(1) Financial stability: The Company manages daily financial indicators, allocates funds in a timely and effective manner, and analyzes financial status reasonably for the management's reference and decision-making. (2) Changes in interest rates or foreign exchange rates: closely observe the impact of changes in market interest rates or exchange rates on the Company'sprofit and loss. |
||||
| Information risk |
Risks of information interruption or damage, leakage of confidential information, and improper use of illegal |
File security, equipment security, data security inspection and system recovery operations are established to ensure information security. |
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| Items | ImplementationStatus (Note1) | ImplementationStatus (Note1) | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary Description | |||||
| software. | |||||||
| III. Environmental issues (I) Has the Company set up appropriate environmental management experiment based on its industrial characteristics? |
V | (I) | The Company’s quality policy and environmental policy are as follows: (1) Thorough implementation of the ISO 9001 (certified November 11, 1998, valid until August 9, 2027) and ISO 14001 (certified March 2, 2000, valid until July 11, 2027) management systems. (2) Set and achieve quality and environmental objects and make continual improvement. (3) All engineering activities, products, and services shall comply with applicable laws and regulations, ISO management systems, and other requirements. (4) Ensure continual improvement and pollution prevention in the development and construction processes to minimize impacts on the environment. (5) Continuously review the environmental aspects of green buildings in planning and design to reduce impacts on the environment. (6) Continue to implement energy management and effective resources recycling. (7) Educate and improve the quality, environmental awareness, and competencies of all employees. |
No material differences |
|||
| (II) Has the Company omitted itself to upgrading Energy utilization efficiency by adopting recycled materials with low impact upon the environment? |
V | (II) | Policies and commitments: In order to practice environmental sustainability, the Company takes each stage of its own operating value chain as its consideration, and follows the Task Force on Climate-related Financial Disclosures (TCFD) framework. and responding to the impacts of climate change. The Company has also set environmental management goals and policies related to energy and greenhouse gases, waste, and water resources, fully built a near-zero building and enterprise that coexists with nature, and gradually implemented the vision of low-carbon and sustainability. Annual Actions and Performance: 1. Established a TCFD task force in 2023 and disclosed climate risk-related information in accordance with the TCFD framework. 2. In accordance to ISO 14064-1: Greenhouse gas inventory completed in 2025. |
No material differences |
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| Items | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|||
|---|---|---|---|---|---|
| Yes | No | Summary Description | |||
| Duration: January 1, 2025 to December 31, 2025 The Company and its Subsidiaries Greenhouse Gas Inventory Results (Metric Tons of $CO_2$e) 2025 Emissions 2024 Emissions Direct Greenhouse Gas Emissions 547,186 597,908 Indirect Greenhouse Gas Emissions 71,098 74,013 Total Direct and Indirect Emissions 618,284 671,921 3. In order to continuously improve energy conservation and carbon reduction performance, the Nangang and Songshan buildings (including offices and shopping malls) have fully adopted LED light tubes in the design of the construction project, and have also preliminarily assessed the feasibility of adopting a building smart energy system for some office buildings, which is expected to be more effective energy management 4. In the future, we will continue to assess and plan strategies for renewable energy investments based on the environmental conditions of our offices under operation. This will include evaluating options such as solar power generation, wind power generation, energy storage systems, or purchasing green power certificates, in order to implement solutions tailored to the offices under operation and increase the proportion of renewable energy, thereby reducing the environmental impact of energy usage. 5. In order to effectively manage waste and set relevant reduction targets, it is planned to start data survey and statistics on waste generation and disposal methods in 2025. |
|||||
| (III) Has the Company evaluated the climate change and the risks and opportunities resulting therefrom at present and in the future and, in turn, adopted relevant countermeasures? |
V | (III) In the face of climate change, which could have an impact, Ruentex Development has established a TCFD working group, following the recommendations for climate-related financial disclosures (Task Force on Climate-related Financial Disclosures, TCFD). This group, operating across departments, assesses and identifies climate-related risks and issues affecting the Company, and plans response measures to gradually improve climate change management. Through the implementation of an environmental management system, clear environmental management policies are established. Environmental objectives, targets, and management plans are reviewed annually for system performance and to increase employees'environmentalawareness andregulatory |
No material differences |
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| Items | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| compliance. We also connect coordination mechanisms and operations between departments to achieve continuous improvement. This information is disclosed in the sustainability report and on the company's website (https://www.rt-develop.com.tw). |
||||
| (IV) Has the Company carried out statistics toward greenhouse gas emissions, water consumption and the aggregate total waste weight in the past two years and, in turn, established such policies for greenhouse gas reduction, water consumption reduction or other waste management oriented policies? |
V | (IV) The Company has tracked its greenhouse gas emissions for the past two years and formulated policies for energy conservation, carbon reduction, GHG mitigation, and water conservation. 1.The Company continues to align its efforts with the Sustainable Energy Policy Guidelines issued by the Bureau of Energy, Ministry of Economic Affairs, focusing on improving energy efficiency and developing clean energy. We aim to contribute to a low-carbon economy and environmental sustainability as a responsible corporate citizen. For our construction business, using 2024 as the base year, we have set a target to reduce greenhouse gas emissions by 11% by 2030. For our department store and retail services business, using 2024 as the base year, we aim for a 5% reduction in greenhouse gas emissions by 2030, with an overarching goal to achieve net-zero carbon emissions by 2050. 2.We have disclosed our annual greenhouse gas emissions, water consumption, and total waste weight in the 2024 Sustainability Report, with data collected and analyzed in accordance with relevant standards and management protocols. For further details, please refer to our annual Sustainability Report. The statistics for the past two years are provided in the table below: Ruentex Innovation 2024 2025 Greenhouse gas inventory (tons CO2e) Scope 1 476.08 466.56 Scope 2 3,475.83 3,065.82 Total water consumption (Million liters) 55.28 46.16 Waste (metric tons) 114.98 300.30 Subsidiary 2024 2025 Greenhouse gas inventory (tons CO2e) Scope 1 597,432 546,720 Scope 2 70,537 71,032 Total water consumption (Million liters) 646.41 654.98 Waste (metric tons) 32,954.98 35,100.29 |
No material differences |
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| Items | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| IV. Social issues (I) Does the Company establish management policies and procedures in accordance with relevant laws and International Bill of Human Rights? |
V |
(I) The Company complies with all the relevant labor laws and respects basic labor rights. It supports and adheres to internationally accepted human rights norms and principles, including the United Nations’ "Universal Declaration of Human Rights," the "UN Global Compact," the "UN Guiding Principles on Business and Human Rights," and the International Labour Organization’s "Declaration on Fundamental Principles and Rights at Work." The Company also complies with the laws and regulations of the locations where it operates to establish human rights policies and implements human rights protection through the principles of "protect, respect, and remedy. The Company has established the "Human Rights Policy," "Prevention, Complaint and Punishment Measures for Sexual Harassment in the Workplace," and "Protection Measures for the Work Environment and Personal Safety." Please refer to the Company's website for details. There were no significant human rights violations involving the Company and its subsidiaries in 2025. |
No material differences |
|
| (II) Does the company establish and implement reasonable employee welfare measures (including remuneration, leave, and other benefits) and appropriately reflect business performance and achievements in the remuneration for employees? |
V | (II) Upholding the belief in profit sharing with employees and shareholders; and attract, retain, develop, and incentivize talents from different fields. Please refer to Page 61 of the annual report for employee benefits and retirement system. Remuneration is determined based on the Company’s business performance and the employee’s personal achievements. Please refer to Page 20 of the Annual Report for details. |
No material differences |
|
| (III) Does the Company provide employees with a safe and healthy work environment and arrange regular safety andhealth |
V | (III) The Company spares no effort to provide maximum possible benefits toward the safety & security and health for entire staff, with relevant measures as notably enumerated below (1) Our entire office environments are strictly inspected, cleaned and disinfected on a regular basis. Our office buildings are, as well, managed through outsourced professional maintenance and management service providers. In each and every year, Ruentex Apartment Building the Management & Maintenance (Unit) Company sponsorsand carries out fire safety seminarsas |
No material differences |
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| Items | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| education for employees? |
well as healthy life consultation seminars while Shu-Tien Clinic would sponsor safety and health education programs for the entire staff. (2) We provide health check-ups for entire staff twice per annum on a regular basis. The ranking management heads are further provided with high-level health examination on an annual basis. (3) Information on employee occupational injuries: 0 cases in 2025. (4) Fire information: In 2025, no fire incidents occurred at the projectsites of the Company or its subsidiaries. |
|||
| (IV) Does Company establish effective career development and training plans for employees? |
V | (IV) Every year we plan a budget for the regular and irregular in- service education to ensure the Company’s CSR compliance, enhance the employee’s professional skills, leadership competence, and career development. To encourage employees to receive further education without effective corporate business and to develop quality management and professional talents, we provide diverse channels for further education and promote employees to exchange management and professional experience with other enterprises. In addition, we encourage employees to enrich themselves, participate in external further education courses, and provide rewards for certificates and licenses to incentivize employees to actively engage in further education. In 2025, a total of 2,546hours of internal and external education and training were conducted for a total of 2,726employees. |
No material differences |
|
| (V) Does the company comply with the related laws and regulations and international standards regarding the customer health and safety, customer privacy, market communication, and labeling of its products and services and establish policies to protect the rights and interests of customers or clientsand |
V | (V) Company compliance related rules and regulations and international guidelines With respect to ensuring a safe working environment, the Company and its subsidiaries have obtained ISO 9001 Quality Management System and ISO 14001 Environmental Management System certifications, while subsidiary Ruentex Engineering & Construction Co., Ltd. has also obtained CNS 45001 and ISO 45001 Occupational Health and Safety Management System certifications, among other occupational safety and health management system verifications, to ensure that the occupational safety and health environment meets the required standards. Our design of building foundation structure, seismic design and the design and implementation of sewage treatment facilities in buildings and constructions prove satisfactory to relevant laws and regulations. On all the Company's construction cases, the quality is handled exactly according to the relevant laws and regulations previously domestically and in the international community. Besides, the Company further inspects the productsand servicesandassures effective customer |
No material differences |
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| Items | ImplementationStatus (Note1) | ImplementationStatus (Note1) | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| procedures for grievances? |
grievance process through sound procedures (0800 Customer Service System). |
|||
| (VI) Has the Company sets up supplier managerial policies to demand that all suppliers exactly comply with health or labor-based human rights related specifications and the fact about the implementation? |
V | (VI) We have defined “supplier evaluation management” in the internal control system to evaluate major suppliers every year. We also request suppliers to implement CSR. The Company's subsidiaries require all suppliers to comply with the terms and conditions set forth under the “Regulations Governing Contractors on Safety & Health at Project Sites” which are covered within all contract terms. The subsidiaries further put the General Provisions on “Project Site Safety & Health” into the company websites readily available for download, expressly stressing that whenever a contractor (supplier) fails to comply with the safety & health terms or pollutes environment, the penalty fine shall be imposed to be deducted from the administrative price estimation payment (with double penalty fine in case of a serious violation). Through such efforts, both the Company and suppliers shall jointly comply with environmental protection and safety & health related specifications with wholehearted endeavors toward public safety & security, environmental health to fulfill the corporate social responsibility (CSR). |
No material differences |
|
| V. Has the Company referred to the International Financial Reporting Standards (IFRS) or the guidelines thereof to work out sustainable reports, and the like to disclose the non- financial information statements; and whether the aforementioned statements have been attested by a third party attesting unit with opinions for confirmation or guarantee? |
V | V. The company has prepared its "2024 Sustainability Report" in accordance with the GRI Standards. The report has been audited independently by PwCoopers Taiwan in accordance with Assurance Standard for Non-Financial Information Attestation Engagements No. 1 issued by the Accounting Research and Development Foundation of the Republic of China (ARDF), which is based on the International Standard on Assurance Engagements (ISAE) 3000. The report is expected to be publicly available on the Company's website and the Taiwan Stock Exchange information disclosure platform before August 30, 2025. The "2025 Sustainability Report" is expected to be published on the Company's website and MOPS by the end of August 2026. |
No material differences |
|
| VI. Where the Company has worked out its own Sustainable Development Code of Practice in accordance with the Corporate Social Responsibility Best-Practice Principles for TSEC/GTSM Listed Companies”, please expressly elaborate on the difference between substantial operation and the requirements under the Code: The company has establishedits"SustainableDevelopment Best PracticePrinciples" to govern its corporate governancein accordance |
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| Items | ImplementationStatus (Note1) | ImplementationStatus (Note1) | ImplementationStatus (Note1) | Deviations and the Cause(s) of Deviations From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| with the content of these guidelines, as well as applicable Company Act and Securities and Futures Bureau laws and regulations. The company also considers trends in sustainable development of domestic and foreign enterprises, promotes various sustainable development activities,and doesnotdiscriminatein thisregard. |
||||
| VII. Other key information regarding implementation of implementation of sustainable development: Other than the principal business lines with wholehearted efforts, the Company has engaged in: 1. Environmental Protection: The operation of existing pollution control equipment meets the testing standards of environmental protection authorities; we take the initiative to assist in the construction of community electric vehicle charging racks, and research and development of an upside-down installation method for electric charging piles to avoid damage to the waterproofing of the parking lot floor and enhance the overall aesthetics of the community and safety of charging. 2. Social Responsibility: The Company prioritizes not only business development but also corporate social responsibility, such as consumer rights and social welfare. In addition to long-term efforts, we give back to the community on a regular basis through activities like adopting parks and trees, donating blood for hematopoietic stem cells, and distributing scholarships to underprivileged students during the cold winter months. 3. Investor Relations and Stakeholders: Shareholders and investors have a significant influence on the company's performance and sustainable development strategies. We are growing steadily as a company to meet the expectations and support of our investors. To ensure effective communication with the public, we maintain open communication channels via a spokesperson hotline and an online investor service center. 4. Supplier relations: Consistently striving for sustainable operations via collaboration, we have upheld positive relationships with our suppliers. We ensure the provision of products and services that adhere to consistent quality, environmental, health, and safety standards by conducting thorough supplier evaluations and establishing strong working relationships with qualified vendors. Suppliers must also adhere to the sustainability practices ofthe Company. |
||||
| Note 1: If “yes” is selected for the performance, please state the important policies, strategies, and measures adopted and their effectiveness. If “no” is selected, please explain the reasons and state the future plans to adopt related policies, strategies, and measures. Note 2: The term of principle of materiality refers to those with a significant impact upon the environmental protection, society and corporate governance, also with significant impact upon the Company’s investors and other stakeholders. Note 3: In terms of method of disclosure, please refer to the website of Corporate Governance Center of Taiwan Stock Exchange Corporation asthe bestprototypefor reference. |
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(V) 2. Climate Related Information Implementation Status
| (V) 2. Climate-Related Information Implementation Status | |
|---|---|
| Item | Implementation |
| 1. Describe the Board of Directors'and management's oversight and governance of climate-related risks and opportunities. |
To strengthen its sustainable development management mechanism, Ruentex Development established a Sustainable Development Committee to oversee climate change-related issues and an ESG Committee comprised of dedicated and part-time personnel. A "Sustainable Environment and Product Services Team" under the ESG Committee is responsible for identifying material climate risks and opportunities and planning the corresponding action plans. Report the implementation progress and results of countermeasures and action plans for various climate risks and opportunities to the Sustainable Development Committee, and make decisions on and oversee the implementation of the relevant management policies. |
- Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business
(short, medium, and long term).
| Explanation of influence on the Company |
Duratio n of Impact |
Potential financial impact |
Existing Results |
Responding strategies |
|||
| Major climate-related issues | |||||||
| Transformatio n risks |
Policies and regulation s |
Strengthenin g of carbon emission reporting |
Ruentex Development is required by the Financial Supervisory Commission's “Sustainable Development Roadmap” to complete the GHG inventory, verification, and information reporting of the Group's parent company and subsidiaries by the deadline, which will increase manpower requirements and related expenses. |
Long- term |
Additional inspection manpower and verification fees result in higher operating costs |
⚫ The greenhouse gas inventory of Ruentex Development was completed this year (including subsidiaries in the consolidated financial statements). |
⚫ Completed the greenhouse gas inventory schedule of all subsidiaries of the Group in accordance with the Sustainable Development Roadmap; furthermore, it is expected to complete the greenhouse gas inventory verification of all subsidiaries in 2026. We will develop a more comprehensi ve greenhouse gas management mechanism |
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| Explanation of influence on the Company |
Duratio n of Impact |
Potential financial impact |
Existing Results |
Responding strategies |
|||
| Major climate-related issues | |||||||
| through the gradual accumulation of data and analysis. |
|||||||
| Control over existing products and services |
In response to changes or tightening of relevant regulations for building energy efficiency or low-carbon buildings, Ruentex Development will invest more in energy-saving, smart home appliances and low-carbon building design, and may also increase waste recycling treatment expenses. |
Long- term |
More resources need to be invested in product design and implementatio n, resulting in higher operating costs |
⚫ Ruentex Development 's existing projects and buildings have all introduced energy- saving, smart systems, high- performance equipment and low- carbon construction methods. |
⚫ In response to relevant regulations or customer expectations, we will continue to optimize building designs by applying green building labels for all construction projects in the future. |
||
| Market | Changes in customer behavior |
The increased awareness of climate change has caused customers to change their preference for products or services. If the products do not meet customer requirements or expectations, it may affect product sales, market share, and customers' willingness to |
Long- term |
Not meeting customer expectations, reducing purchase intention and reducing revenue |
⚫ Ruentex Development 's existing projects and buildings have all introduced energy- saving, smart systems, high- performance equipment and low- carbon construction methods. ⚫ In response to the future development trend of |
⚫ In order to understand the future lifestyle transformatio n trend and meet customer expectations, we will continue to optimize the architectural design, and all construction projects will apply for green building labels and |
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| Explanation of influence on the Company |
Duratio n of Impact |
Potential financial impact |
Existing Results |
Responding strategies |
|||
| Major climate-related issues | |||||||
| lease commercial and office buildings. |
electric vehicles, construction projects since 2021 have been equipped with electric vehicle charging racks to reduce the cost of installing charging piles in the community. This may increase the people's willingness to purchase electric vehicles in the future and help achieve the national net zero goal. |
WELL badge in the future. |
|||||
| Increased costs of raw materials and energy |
The global trend toward net-zero emissions has raised energy costs and environmental management expenses, affecting raw material transportation prices. Extreme weather events can disrupt supply chains or cause material scarcity, potentially increasing raw material and |
Long- term |
Rising costs of raw materials and energy resulted in higher operating costs |
⚫ The Company has begun to expand the scope of precast construction methods for residential projects. For example, the Green Maison project is currently designed and under construction using precast techniques. |
⚫ Research and develop low- carbon methods and increase the scope of precasting work, effectively reducing the carbon emission generated by the use of raw materials, as well as reducing waste, dust and noise pollution. ⚫ Continue to introduce |
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| Explanation of influence on the Company |
Duratio n of Impact |
Potential financial impact |
Existing Results |
Responding strategies |
|||
| Major climate-related issues | |||||||
| energy costs for Ruentex Development’ s commercial operations and construction activities. |
renewable energy, energy- saving lamps, and optimized energy exhaust system for shopping mall operations. |
||||||
| Physical Risks |
Chronic | Average temperature rise |
The yearly increase in temperature may cause thermal hazards to construction workers, which may reduce work efficiency, delay construction projects, and increase the power consumption of shopping malls. |
Short- term |
Increase in operating costs due to the extension of the project and the power consumption of shopping malls |
⚫ Green Maison has adopted the precast construction method, which can significantly shorten the construction schedule compared with traditional construction methods. |
⚫ The precast construction method is adopted for construction projects, which can reduce the work schedule of workers on the construction site. ⚫ When the temperature is higher than 35℃, the construction will be suspended, and scaffolding and heat dissipation equipment will be installed to reduce the thermal hazard to workers. ⚫ Continue to introduce renewable energy, energy- saving lamps and optimized |
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| Explanation of influence on the Company |
Duratio n of Impact |
Potential financial impact |
Existing Results |
Responding strategies |
|||
| Major climate-related issues | |||||||
| energy management system for shopping mall operations. |
|||||||
| Climate Opportunities |
Products and services |
Developmen t and innovation of new products and services |
In recent years, Ruentex Development has focused on the main research directions of new carbon reduction methods and low-carbon building materials in the future, which are expected to reduce carbon emissions during the construction and operation stages, improve customer preference and the Company's reputation. |
Long- term |
Low-carbon products are favored by customers, increasing revenue; improving the Company's reputation can increase investors' willingness to invest |
⚫ The New SRC method has been developed to reduce the use of steel structure and other construction materials with high carbon emissions. ⚫ The Company adopts self- developed thermal insulation mortar in all construction projects to improve the energy efficiency of the building shell. |
⚫ Continue to develop the precasting method to replace high- carbon steel construction materials. ⚫ Construction of light- weight glass bead plant and research and development of new-type thermal insulation building materials. ⚫ Strengthen building design capabilities and enhance Ruentex Development ’s advantages |
| Responding to changes in consumer preferences |
As consumers become more aware of climate change, the demand for green buildings that are more efficient, environmental ly friendly, and more energy-saving may increase. Ruentex Development’ |
Short- term |
High- efficiency buildings reduce energy use, resulting in lower operating costs; favored by customers, increasing revenue |
⚫ Ruentex Development 's existing projects and buildings have all introduced energy- saving, smart systems, high- performance equipment and low- carbon construction methods. |
⚫ In order to understand the future lifestyle transformatio n trend and meet customer expectations, we will continue to optimize the architectural design, and all construction projects will |
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| Explanation of influence on the Company |
Duratio n of Impact |
Potential financial impact |
Existing Results |
Responding strategies |
|||
| Major climate-related issues | |||||||
| s green buildings at the core of its construction planning and plans new types of buildings for consumers in advance the possibility of energy utilization to reduce energy expenditure in the future use stage. |
⚫ In response to the future development trend of electric vehicles, construction projects since 2021 have been equipped with electric vehicle charging racks to reduce the cost of installing charging piles in the community. This may increase the people's willingness to purchase electric vehicles in the future and help achieve the national net zero goal. |
apply for green building labels and WELL badge in the future. |
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| It | Iltti | |
|---|---|---|
| em | mpemenaon | |
| 3. | Describe the financial impact of extreme weather events and transformative actions. |
As global climate change intensifies, Ruentex Development recognizes that extreme weather events and the trend toward net-zero transition may have potential impacts on its operations and financial performance. In accordance with the Task Force on Climate-Related Financial Disclosures (TCFD) framework, the Company has identified and assessed the relevant physical and transition risks as follows: I. Physical Risks Extreme climate events such as heavy rainfall, increased frequency of typhoons, and high-temperature heatwaves may have the following impacts on the Company’s operations: Delays in construction project schedules: Significant rainfall or typhoons may lead to construction delays, increasing labor and equipment deployment costs, and potentially affecting the timing of revenue recognition. Increased risks in material storage and transportation: Extreme weather may damage material storage sites and cause inadequate drainage at construction sites, thereby increasing losses and remediation costs. Higher air-conditioning loads in offices and shopping malls: An increase in high- temperature days extends the operating time of air-conditioning and other energy- consuming equipment, raising operating expenses. Pressure on water resource allocation: Although water resource pressure in the Greater Taipei area is currently low, prolonged drought conditions in the future may result in water usage restrictions for both shopping mall operations and construction activities. The potential financial impacts are primarily reflected in: Construction delays leading to deferred revenue recognition and increased cash flow pressure; higher disaster response costs (such as pumping, dredging, and repair of damaged equipment); and increased costs for energy and water usage. II. Transition Actions In response to climate change and policy, as well as market pressures related to net- zero carbon emissions, Ruentex Development has evaluated and implemented the following transition measures: Completion of greenhouse gas inventory ahead of schedule: In 2023, the Company completed its greenhouse gas inventory one year ahead of the regulatory requirements, covering all major subsidiaries and operating sites to identify carbon emission hotspots and reduction opportunities. Adoption of low-carbon construction methods and green building materials: The Company actively adopts prefabricated components, green materials, and improves construction site energy efficiency to reduce its carbon footprint and mitigate potential financial impacts from future carbon taxes, carbon fees, or supply chain requirements. Improvement of energy efficiency in shopping malls and office buildings: The Company has initiated analyses of energy consumption efficiency across major systems in managed buildings to better control energy usage and costs. Enhancement of ESG information disclosure: The Company has revamped its website, strengthened ESG performance disclosure, and established stakeholder engagement mechanisms to prepare for sustainability assessments by domestic and international investors and rating agencies. Overall, although Ruentex Development faces operational risks arising from extreme weather, it has proactively reduced the potential impact on its financial position and long-term operational stability through low-carbon transition, disaster preparedness measures,and investment ingreen buildings. |
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| It | Iltti | Iltti | Iltti |
|---|---|---|---|
| em | mpemenaon | ||
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. |
In order to enable the Company to identify and respond to various risks in a timely manner to improve operational resilience, the responsible units for each type of risk are controlled by the relevant operational reports to establish relevant regulations and assess the front-line risks prevention and management. Further, we have a strict internal control system, and the internal audit unit regularly or irregularly audits the implementation and submits the relevant reports. The President Office is responsible for the overall control of the identified major operational risks and reports to the Board of Directors to track the improvement status. Relevant information was reported to the Board of Directors on December 29, 2025. Name of organization Scope of Powers and Responsibilities Board of Directors Supervising the Company's overall risk management activities President (President's Office) Unify the risk management implementation of each responsible unit Audit Office Review the risk management operations and report the implementation status to the Board of Directors on a regular basis Responsible units Actual implementation of risk management operations, assessment and review of risk issues |
||
| Name of organization |
Scope of Powers and Responsibilities |
||
| Board of Directors |
Supervising the Company's overall risk management activities |
||
| President (President's Office) |
Unify the risk management implementation of each responsible unit |
||
| Audit Office |
Review the risk management operations and report the implementation status to the Board of Directors on a regular basis |
||
| Responsible units |
Actual implementation of risk management operations, assessment and review of risk issues |
||
| 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. |
NA | ||
| 6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. |
NA | ||
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. |
NA |
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| It | It | Iltti |
|---|---|---|
| em | mpemenaon | |
| 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. |
Ruentex Development has established a climate carbon-reduction target for 2030, using 2024 as the base year, with total emissions of 670,467.9817 ton CO₂e. The reduction target is 11% for the construction business and 5% for the department store service business. It is expected to achieve an 8% reduction by 2026. The Group’s greenhouse gas inventory covers Scope 1 and Scope 2 emissions of consolidated entities, and action plans are formulated based on business operations, including the installation of solar panels, improvement of process and equipment efficiency, and optimization of air-conditioning and lighting systems. The Company currently does not utilize carbon offsets or renewable energy certificates (RECs), and it will evaluate their adoption in the future based on actual needs and strategic considerations. |
|
| 9. | Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan (separately fill out in points 2-1 and 2-2 below). |
Please refer to 2--1 and 2-2. |
2--1 Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years
2--1--1 Greenhouse Gas Inventory Information
Describe the greenhouse gas emissions (metric tons tonCO2e), intensity (metric tons tonCO2e per million NTD), and data coverage for the most recent two years.
The Company started to conduct greenhouse gas inventories in 2022, and the information is as follows:
2024
-
Scope of information: Ruentex Development and its consolidated subsidiaries.
-
Total emissions from Ruentex Development: 4,135.805 tCO2e. (1) Scope 1 emissions:475.744tonCO2e (2) Scope 2 emissions:3,660.061tonCO2e
-
Greenhouse gas emission intensity was approximately 0.542 tonCO₂e/NTD million of revenue. 4. Total emissions of Ruentex Development and its consolidated subsidiaries: 670,467.9817 tonCO2e.
。
(1) Scope 1 emissions:598,603.7374tonCO2e (2) Scope 2 emissions:71,864.2443tonCO2e 。
-
Greenhouse gas emission intensity was approximately 21.07 tonCO₂e/NTD million of revenue. 2025
-
Scope of information: Ruentex Development and its consolidated subsidiaries. 2. Total emissions from Ruentex Development: 3,533.3778 ton CO2e. (1) Scope 1 emissions:467.5552tonCO2e (2) Scope 2 emissions:3065.8226tonCO2e
-
Greenhouse gas emission intensity was approximately 0.3795 tonCO₂e/NTD million of revenue. 4. Total emissions from Ruentex Development and its consolidated subsidiaries:617,975.3488tonCO2e (1) Scope 1 emissions:546,877.6079tonCO2e (2) Scope 2 emissions: 71,097.7409tonCO2e
-
Greenhouse gas emission intensity was approximately 15.7198 tonCO₂e/NTD million of revenue.
-
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• External assurance is expected to be completed by the end of June 2026.
Note 1: Direct emissions (scope 1, i.e., emissions directly from sources owned or controlled by the Company), indirect energy emissions (scope 2, i.e., indirect greenhouse gas emissions from electricity, heat, or steam) and other indirect emissions (scope 3, i.e., emissions from company activities that are not indirect energy emissions, but originate from sources owned or controlled by other companies) Note 2: The data coverage scope for direct emissions and indirect energy emissions shall comply with the schedule prescribed in the order issued under Article 10, paragraph 2 of the Regulations. Other indirect emissions information may be voluntarily disclosed. -- Note 3: Greenhouse gas inventory standards: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064 1 issued by the International Organization for Standardization (ISO). Note 4: The intensity of greenhouse gas emissions may be calculated per unit of product/service or revenue, but at least the data calculated in terms of revenue (NT$ 1 million) shall be disclosed. 2--1-2 Information on Greenhouse Gas Assurance Describe the status of assurance for the most recent 2 fiscal years as of the printing date of the annual report, including the scope of assurance, assurance institutions, assurance standards, and assurance opinion. 2024 (1) Scope of assurance: In addition to the Company’s Zhonglun Building (including Runtai Development, Runbao, and Runwei), it also includes the Sanchong Reception Center, the Songtao Garden Reception Center, the Runtai Dunfeng Reception Center, the CITY PARK Reception Center, the RTMart Zhonglun Store, and other operating locations. (2) Assurance institution: PricewaterhouseCoopers Taiwan. (3) Assurance standards: Limited assurance was planned and executed in accordance with Assurance Standard No. 3410, “Assurance Engagements on Greenhouse Gas Statements” and the “Guidelines for the Management of Assurance Institutions for Sustainability Reports of Listed and OTC Companies.” (4) Assurance opinion: Based on the procedures performed and the evidence obtained, no matters have come to our attention that would indicate that the Company’s greenhouse gas statement for the period from January 1, 2024 to December 31, 2024 was not prepared, in all material respects, in accordance with the Greenhouse Gas Protocol. 2025: The inventory is currently in progress and external assurance is expected to be completed by the end of June 2026. Note 1: This information shall be disclosed in compliance with the schedule prescribed in the order issued under Article 10, paragraph 2 of the Regulations. If the Company has not obtained a complete greenhouse gas assurance opinion by the date of printing of the annual report, it shall note that “Complete assurance information will be disclosed in the sustainability report.” If the Company does not prepare a sustainability report, it shall note that “Complete assurance information will be disclosed on the Market Observation Post System (MOPS),” and shall disclose the complete assurance information in the annual report of the following fiscal year. Note 2: The assurance institutions shall meet the directions regarding assurance of sustainability reports prescribed by the TWSE and the TPEx. Note 3: When preparing the disclosure content, the Company may refer to the best practice reference examples on the TWSE Corporate Governance Center website
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2-2 Greenhouse gas reduction goals, strategies and concrete action plans
Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets. The scope of Ruentex Development's greenhouse gas inventory has been expanded since 2023. By 2024, all consolidated entities within the group were included. The group's greenhouse gas emissions for 2024 were 670,467.9817 metric tons. Taking 2024 as the base year, the group began reducing emissions by 8% in 2026, and it plans to gradually reduce them to 11% by 2029. Ruentex Development has combined its business entities and divided them into construction and department store services based on their business operations. The carbon reduction strategies and action plans for each business are detailed below: Major carbon reduction strategies and specific action plans for the construction business: The construction business uses 2024 as the base year, with a target of gradually achieving a 11% reduction by 2030. To achieve this target, the following action plans will be promoted: 1. The subsidiary Ruentex Engineering & Construction Co., Ltd. will install solar panels at its precast factories to generate electricity for production use; any surplus electricity in the future will also be supplied to other subsidiaries of the Group for use. 2. The subsidiary Ruentex Material plans to reduce carbon emissions generated during the production process through the use of alternative raw materials, process improvements, and equipment maintenance. Major carbon reduction strategies and specific action plans for the department store service business: The department store service business uses 2024 as the base year, with a target of gradually achieving a 5% reduction by 2030. Since 2024, the following action plans have been initiated: 1. The Zhonglun hypermarket has reduced the operating hours of certain lighting, increased indoor temperature settings, and reduced the operating hours of escalators, freight elevators, and certain computer hosts to reduce greenhouse gas emissions. 2. CITYLINK will review the energy consumption assessments of the air-conditioning system, chilled water system, and cooling towers, and optimize the energy efficiency of various main systems to achieve the carbon-reduction target. In the future, the Company will continue to conduct rolling reviews and strengthen greenhouse gas reduction strategies and implementation actions based on the inventory results and actual operating conditions, progressing toward long-term low-carbon operations. Note 1: This information shall be disclosed in compliance with the schedule prescribed in the order issued under Article 10, Paragraph 2 of the Regulations. Note 2: The base year shall be the fiscal year in which the greenhouse gas inventory is completed based on the consolidated financial reporting boundary. For example, under the order issued under Article 10, paragraph 2 of the Regulations, a company with capital of NT$10 billion shall complete the inventory for its fiscal 2024 annual consolidated financial report in 2025, so the base year will be 2024. If a company has disclosed its inventory in its consolidated financial report in an earlier year, it may take the earlier fiscal year as its base year. Also, the data for the base year may be calculated based on a single fiscal year or the average of multiple fiscal years. Note 3: When preparing the disclosure content, the Company may refer to the best practice reference examples on the TWSE Corporate Governance Center website
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(VI) Performance in ethical corporate management and differences from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and the reasons:
| Assessment Item | Performance in implementation(Note) | Performance in implementation(Note) | Deviations and the Cause(s) of Deviations From the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
|
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| I. Establishing Ethical Corporate Management Policies and Programs (I) Does the Company establish policies for ethical corporate management approved by the Board of Directors and state such policies and practices in its regulations and external documents and in the commitment made by the board of directors and senior management to actively implement such policies? |
V | (I) We have established the [Ethical Corporate Management Best Practice Principles] and [Procedures for Ethical Management and Guidelines for Conduct] approved by the board of directors to regulate that directors and senior management, employees or those with substantive control shall not offer, promise, request or accept undue or improper advantage, either directly or indirectly, in business activities, or engage in dishonored acts that may violate integrity, the law, or trust. The President’s Office is responsible to establish, supervise, and implement ethical management policies andpreventive measures. |
No material differences |
|
| (II) Has the Company established an assessment mechanism for risks arising from unethical behavior to regularly analyze and assess business activities with a higher risk of involvement in unethical behavior, and preventive programs for unethical behaviors containing at least the preventive measures stated in Paragraph 2, Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx- Listed Companies?" |
V | (II) Based on the [Ethical Corporate Management Best Practice Principles], we analyze business activities with the scope of business identified as high-risk unethical conduct and prevent offering and acceptance of bribes and provision of illegal political financing. The Company has established an effective accounting system and internal control system. Internal auditors regularly review the compliance with the former system, prepare audit reports, and report to the Board of Directors. |
No material differences |
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| Assessment Item | Performance in implementation(Note) | Performance in implementation(Note) | Deviations and the Cause(s) of Deviations From the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
|
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (III) Has the company established operating procedures to prevent unethical behavior, including penalties and grievance systems for breaches of the guidelines for conduct, and does it implement, periodically review, and revise them? |
V | (III) The Company established the “Procedures for Ethical Management and Guidelines for Conduct” to prevent unethical behavior. At irregular meetings or education/training activities, we advocate the prevention of unethical behavior, develop a consistent belief among employees, and abide by the Company Act, Securities and Exchange Act, Business Entity Accounting Act, and other related laws and regulations for TESE/TPEx- listed companies, as well as other business conduct regulations. We have designated an ethical corporate management unit to report to the Board of Directors (at least once per year) the results of the ethical corporate management policy and preventive programs to implement ethical corporate management and periodically review and revise the related operations. |
No material differences | |
| II. Implementing Ethical Corporate Management (I) Does the Company assess the ethical records of its counterparts and explicitly include clauses on ethical behavior in transaction contracts? |
V | (I) When handling procurement, we follow the “Procurement and Payment Process," including “price enquiry and comparison," “acceptance and payment," and “supplier evaluation management," defined in ISO and the internal control system to enforce ethical corporate management. |
No material differences |
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| Assessment Item | Performance in implementation(Note) | Performance in implementation(Note) | Deviations and the Cause(s) of Deviations From the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
|
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (II) Does the Company establish a unit specializing in implementing ethical corporate management under the Board of Directors and report regularly (at least once a year) to the Board of Directors the status of implementation and supervision of the ethical management policy and preventive programs of unethical behavior? |
V | (II) With respect to the “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct," the President’s Office is responsible for the establishment, implementation, supervision, and review the effectiveness of implementation of the ethical corporate management policy and preventive programs and report the results to the board of directors periodically (at least once a year). In terms of hands-on operation and implementation, including educational & training programs, compliance advocacy, offense-reporting system and whistleblower protection, please refer to the descriptions below: |
No material differences | |
| (III) Does the Company establish and implement a policy to prevent conflicts of interest and provide suitable channels for reporting such conflicts? |
V | (III) In the “Procedures for Ethical Management and Guidelines for Conduct," to prevent conflicts of interest, when related events occur while carrying out duties, employees should report such events to the immediate supervisor and responsible unit (President’s Office). They should give appropriate instructions to employees to enforce ethical corporate management. |
No material differences |
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| Assessment Item | Performance in implementation(Note) | Performance in implementation(Note) | Performance in implementation(Note) | Deviations and the Cause(s) of Deviations From the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (IV) Does the Company establish an effective accounting system and an internal control system for the internal audit unit to establish related audit programs based on the results of risk assessment of involvement in unethical behavior to audit and prevent the compliance with the preventive programs of unethical behavior or hire a CPA to perform the audit? |
V | (IV) In order to ensure the implementation of ethical corporate management, the Company have established effective accounting systems and internal control system to enforce ethical corporate management. In addition, the internal audit department periodically draws up related audit programs based on the results of assessment of risk of involvement in unethical behavior and audits the compliance of preventive programs of unethical behavior. The CPA also audits the performance of the Company’s internal audit system every year. |
No material differences | |
| (V) Does the Company regularly organize internal and external education and training activities for ethical corporate management? |
V | (V) In 2025, the Company conducted internal and external training sessions focused on integrity management for directors and senior management. The professional development programs for directors totaled 24 hours and included sessions on 'Anti- Money Laundering Act from the Perspective of Judicial Practice' on July 4, 2025, the '2025 Insider Trading Prevention Seminar' on October 3, 2025, and the '2025 Seminar on Legal Compliance for Insider Equity Trading' on October 31, 2025. Additionally, the Company held 84 hours of internal training for junior management across the Company and its subsidiaries, titled 'Corporate Culture: Introduction to Integrity Values and Systems,' which promoted our corporate culture of integrity and included at least 12 participants. |
No material differences |
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| Assessment Item | Performance in implementation(Note) | Performance in implementation(Note) | Performance in implementation(Note) | Deviations and the Cause(s) of Deviations From the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| III. Operating the Whistleblowing System (I) Does the Company establish explicit whistleblower and reward schemes and convenient reporting channels, and assign appropriate personnel to investigate the target of a whistleblower report? (II) Does the Company establish standard operating procedures for investigation, post-investigation measures, and related mechanisms to ensure the confidentiality of a whistleblower complaint? (III) Does the Company establish measures to protect whistleblowers against retaliation? |
V V V |
(I) We have established the “Whistleblowing Regulations” and set up a “0800” free helpline for reporting illegal or unethical behaviors. Employees may also report illegal or unethical behaviors to the responsible unit of each department. In addition, apart from specifying the need to provide official reporting channels in the “Ethical Corporate Management Best Practice Principles," we define the importance of keeping confidential the identity of whistleblowers and the report contents. After detecting illegal or unethical behaviors, employees can report to the manager, chief internal auditor, or other appropriate staff. (II) To encourage employees to report illegal or unethical behaviors, we enable employees to acknowledge that we will protect and keep confidential the privacy of whistleblowers according to related processes or mechanisms of the company by the responsible units. (III) We are committed to protecting the confidentiality of and protecting whistleblowers to keep them away from improper treatment or retaliation. |
No material differences No material differences No material differences |
|
| IV. Reinforcing Information Disclosure Has the Company disclosed its Ethical Corporate Management Best Practice Principles including the contents and performance of the implementation, through its own website and Market Observation Post System (MOPS)? |
V | (I) We have set up a corporate website to disclose information in relation to the ethical corporate management best practice principles. (II) We have designated staff to gather information in relation to ethical corporate management and disclose it on the corporate website, in the Annual Report, and on MOPS in a timely manner. |
No material differences |
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| Assessment Item | Performance in implementation(Note) | Performance in implementation(Note) | Performance in implementation(Note) | Deviations and the Cause(s) of Deviations From the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| V. Where the Company has duly enacted its own Best Practice Principles on Good Faith Management in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies,” please elaborate on the difference between the hands-on practice and requirements under the official Principles: Without a significant difference. |
||||
| VI. Other significant information conducive for better awareness of the Company’s implementation of Best-Practice Principles on Good Faith Management: (e.g., the Company’s reassessment and update of the Ethical Corporate Management Best Practice Principles) 1. We maintain sustainable development and put customers first in business operations. When doing business with suppliers and customers, we uphold ethical corporate management and specify related operating procedures and penalties. When detecting unethical behaviors of counterparts, we immediately terminate transactions with them and bring them to account. To date, there is no report on significant non-compliance with ethical corporate management. 2. We have established the “Regulations for Management of Insider Trading Prevention” to prevent improper leakage of information and ensure the consistency and accuracy of disclosed information. 3. We have established the “Rules of Procedure for Board of Directors Meetings” to specify that directors shall explain the important contents in relation to their conflicts of interest regarding proposals discussed in the meeting or their status or the status of the corporation they represent as related parties. When there are threats to the company’s interest, such directors shall sidestep from the discussion and voting, nor shall then represent other directors to exercise their voting rights. 4. This Company amended the “Ethical Corporate Management Best Practice Principles” with respect to the Letter Tai-Cheng-Zhi-Li-Zi No. 10800083781 issued by the Taiwan Stock Exchange Corporation on May 23, 2019 and the “Procedures for Ethical Management and Guidelines for Conduct” with respect to the Letter Tai-Cheng-Zhi- Li-Zi No. 1090002299 issued by the Taiwan Stock Exchange Corporation on February 13, 2020. The amendments will be reported to the 2020 AGM. |
-
(VII) Other important information that helps understand the performance of corporate governance may be disclosed at the same time: NA.
-
(VIII) Implementation Status of the Internal Control System:
-
Statement on internal control system: Refer to the next page for details.
-
The external auditor's report issued by the CPA commissioned to conduct an internal control audit, if any: N/A.
-
95 -
Statement of Internal Control:
Ruentex Development Co., Ltd.
Statement of Internal Control
Date: March 13, 2026
With regard to the results of the 2025 self-assessment of the internal control system, we hereby declare as follows:
-
I. We acknowledge and understand that it is the responsibility of our Board of Directors and managers to establish, implement, and maintain an internal control system, and we have established such system. The purpose is to fairly ensure the effect and efficiency of operations (including profitability, performance, and security of assets); the reliability, timeliness, and transparency of financial reporting; and the achievement of legal compliance.
-
II. There is a limitation inherent to each internal control system, however perfect the design is. As such, an effective internal control system can only fairly ensure the achievement of the aforementioned goals. Furthermore, the effectiveness of an internal control system may vary as the macro environment and situation change. By equipping our internal control system with a self-monitoring mechanism, we can take immediate corrective actions against any defects once identified.
-
III. Referring to the criteria for determining the effectiveness of an internal control system as specified in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (the “Criteria”), we judge the effectiveness of design and implementation of our internal audit system. With regard to the management control process, the Criteria divide an internal control system into five elements: a) control environment, b) risk evaluation, c) control operation, d) information and communication, and e) monitoring. Each element in turn contains certain audit items, and the Criteria shall be referred to for details.
-
IV. We have assessed the effectiveness of design and implementation of our internal control system with such criteria.
-
V. Based on the results of the aforementioned assessment, the Company believes that, as of December 31, 2025, its internal control system (including the supervision and management of subsidiaries), including those relating to the understanding of the degree of achievement of objectives concerning the effectiveness and efficiency of operations, the reliability, timeliness, and transparency of reporting, and compliance with relevant regulations and applicable laws and regulations, is effectively designed and implemented, and can provide reasonable assurance regarding the achievement of the aforementioned objectives.
-
VI. This statement shall form an integral part of the Annual Report and the prospectus of this Company and will be disclosed to the public. If there is any fraud, concealment, or unlawful practice found in the above contents, we shall be liable for the legal consequences under Article 20, Article 32, Article 171, and Article 174 of the Securities and Exchange Act.
-
VII. The present Declaration was duly resolved by the Board of Directors on March 13, 2026. Among nine directors participating in that event, none objected and all extended full consent to back up the contents of the Declaration, as solemnly declared herewith.
-
96 -
Ruentex Development Co., Ltd.
Chairman: Jean, Tsang-Jiunn
President: Lu, Yu-Huang
(IX) Key resolutions of the Board of Directors and Shareholders Meeting during the most recent fiscal year up to the date of the Annual Report’s publication:
- AGM Minutes:
| Date of the Meeting |
Major Resolutions | Implementation |
|---|---|---|
| 2025.05.23 (Annual General Meeting) |
1. Passed the Company’s final account settlement papersfor 2024. |
|
| 2. Passed the Company’s allocation of earnings for 2024. |
||
| 3. Passed the amendment to the Company’s “Articles of Incorporation.” |
After approval at the shareholders’ meeting on 2025/05/23, approval was obtained from the Ministry of Economic Affairs on 2025/08/14, and the same was announced on the Company’s website and implemented in accordance with the amendedprovisions. |
|
| 4. The Company’s 2024 legal reserve cash distribution proposal. |
Ex-dividend trading date: 2025/07/09 Cash dividend distribution date: 2025/07/31 |
|
| 5. The Company’s by-election of directors. | The directors elected at the shareholders’ meeting on 2025/05/23 were approved for registration by the Ministry of Economic Affairs on 2025/08/14 . |
|
| 6. Proposal to lift the non-competition restrictions ondirectors. |
2. Board of Directors Meeting Minutes:
| Date of the Meeting |
Major Resolutions |
|---|---|
| 2025.01.21 15th meeting of the 17th term |
1. Report on the Company’s internal audit for the 4th quarter, 2024. 2. Report on the Company’s minutes of the Remuneration Committee. 3. Performance evaluation results of the Board of Directors for 2024. 4. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. 5. Acknowledgement of the Company's land developmentproject in the urban |
- 97 -
| Date of the Meeting |
Major Resolutions |
|---|---|
| rezoning district at Wen Zi Zhen, Xintai, New Taipei City. 6. Acknowledgement of the incentives paid to Assistant Vice President (and above) in 2H of 2024 for business performance and land development. 7. Discussion on the proposal to dispose of the building and parking space of 21F and 21F-2 of the B1 and B2 units of the "Ruentex CITY PARK" in Chengkung Section, Sanchong District, New Taipei City. 8. Discussion about the attendance fees for the members of the 1st Sustainable Development Committee for attending meetings. 9. Proposal for the approval and discussion of year-end bonuses for the Company’s managerial personnel for the year 2024. 10. Discussion on the year-end bonus payable to the Company’s Chairman for 2024. 11. Discussion on the appropriation ratio of employee remuneration for 2024. |
|
| 2025.02.20 16th meeting of the 17th term |
1. Report on the Company’s liability insurance policy(ies) for directors. 2. Discussion on matters relating to the Company’s 2025 AGM. |
| 2025.03.12 17th meeting of the 17th term |
1. Report on the implementation plan for the Company's Sustainable Disclosure Standards. 2. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. 3. Expropriation of the land at Shisi Zhang Section, Xindian District, New Taipei City for the Company’s development project and acknowledgement of the Company’s land development project in the urban rezoning district at Wen Zi Zhen, Xintai, New Taipei City. 4. Discussion on remuneration for employees for 2024. 5. Discussion on the Company’s consolidated financial statements (including individual financial statements) and business report as well as such final account settlement documents for 2024. 6. Discussion on proposed distribution of earnings of the Company for 2024. 7. Discussion on cash dividend distribution from the 2024 legal reserve. 8. Discussion on the amendments to the Company’s “Articles of Incorporation”. 9. Discussion on the motion regarding the Company’s intention to sign contracting agreement with Ruentex Interior Design Inc. on the “Huashan Songjiang Public Facilities, Landscaping and Elevator Hall Project” and a settlement agreement on the “Ruentex Zuo An Life Decoration Project.” 10. Discussion on the Company's plan to sign final account settlement agreement with Ruentex Engineering & Construction Co., Ltd. on the “Construction Project of Ruentex Development Wuguwang B” (Ruentex Zuo An Life). 11. Discussion on the Company's plan to sign final account settlement agreement with Ruentex Materials Co., Ltd. on the “Purchase of Construction Materials of Ruentex Zuo An Life (Wuguwang B)” 12. Discussion on the by-election of two directors of the Company who resigned from office at 2025 annualgeneral meeting. |
- 98 -
| Date of the Meeting |
Major Resolutions |
|---|---|
| 13. Discussion on the nomination of director candidates for the by-election at the 2025 annual general meeting. 14. Discussion on the proposal to lift the non-competition restriction on directors. 15. Proposal for amendments to the matters relating to the 2025 annual general meeting. 16. Discussion on the Company’s Declaration of Internal Control System of 2024. |
|
| 2025.04.08 18th meeting of the 17th term |
1. Discussion on the proposal to lift the non-competition restriction on directors. |
| 2025.05.14 19th meeting of the 17th term |
1. Report on the Company’s internal audit for the 1st quarter, 2025. 2. Report on the implementation plan for the Company's Sustainable Disclosure Standards. 3. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. 4. Proposal for ratification of the Company’s proposed urban renewal joint construction development project in Da’an District, Taipei City. 5. Discussion on the Company’s consolidated financial statements for the 1st quarter, 2025. 6. Proposal for discussion on the Company’s entering into a construction contract with Ruentex Engineering & Construction Co., Ltd. for the “Ruentex Innovation Ruanqiao Section New Construction Project” (Ruentex Forest). |
| 2025.07.01 20th meeting of the 17th term |
1. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. 2. Proposal for ratification of the expanded base area of the Company’s development project in the Shisizhang Zone Expropriation Area, Xindian District, New Taipei City. 3. Discussion on the Company's new application to financial institution for credit limit. 4. Proposal for discussion on the Company’s urban renewal joint construction development project in Xinyi District, Taipei City. 5. Proposal for discussion on the Company’s entering into a settlement agreement with Ruentex Interior Design & Decoration Engineering Co., Ltd. for the “Ruentex Da’an Fuyang Exterior Wall Stone Panel Sales Contract.” 6. Discussion on the proposal to establish the Company’s “Service Units Internal Audit Control System Standards." |
| 2025.08.13 21st meeting of the 17th term |
1. Report on the Company’s internal audit for the 2nd quarter, 2025. 2. Report on the Company’s minutes of the Remuneration Committee. 3. Report on the implementation plan for the Company's Sustainable Disclosure Standards. 4. Report on the implementation of the Company’s greenhouse gas inventory and verification. |
- 99 -
| Date of the Meeting |
Major Resolutions |
|---|---|
| 5. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. 6. Proposal for ratification of business and land development bonuses for personnel at assistant vice president level (inclusive) and above for the first half of 2025. 7. Discussion on the Company's new application to financial institution for credit limit. 8. Discussion on the Company's 2024 corporate sustainability report. 9. Motion to discuss the Company’s Consolidated Financial Statements for the first half, 2025. 10. Proposal for discussion on the Company’s urban renewal development project in Neihu District, Taipei City. 11. Proposal regarding changes to the Company’s managerial personnel and salaries. 12. Proposal to lift the non-compete restrictions on managers. 13. Remuneration for directors elected by by-election at the Company’s 2025 annual shareholders’ meeting. 14. Proposal for the Company to enter into a contract with Ruentex Interior Design Inc. for the “Ruentex Innovation Nangang Star Interior Decoration and Landscape Design Project.” 15. Discussion on the Company’s “Regulations Governing Distribution of Employee Remuneration.” 16. Discussion about amendments to the internal control system and internal audit implementation rules. 17. Discussion on the proposal to approve the provision of non-certification services by the CPAs, their firm, and affiliates of the firm to the Company and its subsidiaries. |
|
| 2025.10.14 22th meeting of the 17th term |
1. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. 2. Proposal for ratification of the Company’s development project in the Xinzhoumei Section, Beitou District, Taipei City. 3. Discussion on the Company's new application to financial institution for credit limit. 4. Proposal for discussion on the Company’s urban renewal joint construction development project in the Meiren Section, Songshan District, Taipei City. 5. Proposal for the Company to acquire common shares of Ruentex Development Co., Ltd. 6. Proposal for discussion on the Company’s entering into a lease agreement with Ruentex Industries Co., Ltd. |
| 2025.11.13 23th meeting of the 17th term |
1. Report on the Company’s internal audit for the 3rd quarter, 2025. 2. Report on the implementation plan for the Company's Sustainable Disclosure Standards. 3. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. |
- 100 -
| Date of the Meeting |
Major Resolutions |
|---|---|
| 4. Discussion on the Company's new application to financial institution for credit limit. 5. Discussion on the Company’s consolidated financial statements for the 3rd quarter, 2025. 6. Proposal for discussion on the Company’s urban renewal development project in the Zhixing Section, Wanhua District, Taipei City. 7. Proposal for the Company to enter into a settlement agreement for the “Ruentex Da’an Fuyang Construction Materials Sales Contract” with Ruentex Materials Co., Ltd. 8. Proposal for the Company to enter into a settlement agreement for the “Ruentex Innovation Wolong Street New Construction Project” with Ruentex Engineering & Construction Co.,Ltd. |
|
| 2025.12.29 24th meeting of the 17th term |
1. Description on the audit planning of the Company’s financial statements of 2025. 2. Report for the Company’s regular evaluation of the independence of CPAs 3. Report on the implementation of cybersecurity management in 2025. 4. The Company’s “Corporate Value Enhancement Plan.” 5. Report on the implementation of corporate governance and sustainable development of the Company in 2025. 6. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. 7. Proposal for ratification of the Company’s subscription to common shares issued in cash capital increase by Brogent Technologies Inc. 8. Proposal for ratification of the Company’s subscription to common shares issued in cash capital increase by Runcheng Investment Holding Co., Ltd. 9. Proposal for discussion on the Company’s entering into a sales contract with Ruentex Interior Design & Decoration Engineering Co., Ltd. for “Ruentex Forest Exterior Wall Stone Panels.” 10. Proposal for the Company to dispose of real estate units and parking spaces, including Unit V16, Unit T2 (17th floor), Unit T2 (26th floor), and Unit T3 (26th floor) of “Ruentex Forest” located in Ruanqiao Section, Beitou District, Taipei City, to related parties. 11. Discussion of the 2026 internal audit program of this Company. 12. Discussion on the proposal to establish the Company’s “Service Units Internal Audit Control System Standards." 13. Discussion on the Company’s 2026 business plan. 14. Discussion on the amendment to the Company's “Sustainable Development Best Practice Principles” and “Corporate Governance Best Practice Principles.” |
| 2026.02.10 25th meeting of the 17th term |
1. Report on the Company’s internal audit for the 4th quarter, 2025. 2. Report on the Company’s minutes of the Remuneration Committee. 3. Performance evaluation results of the Board of Directors for 2025. 4. Report on the Company’s liability insurance policy(ies) for directors. 5. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. 6. Acknowledgement of the incentivespaid to Assistant Vice President(and above)in |
- 101 -
| Date of the Meeting |
Major Resolutions |
|---|---|
| 1H of 2025 for business performance and land development. 7. Acknowledgement of reassignment in personnel above Assistant Vice President (inclusive). 8. Discussion on the Company's new application to financial institution for credit limit. 9. Proposal for the approval and discussion of year-end bonuses for the Company’s managerial personnel for the year 2025. 10. Discussion on the year-end bonus payable to the Company’s Chairman for 2025. 11. Discussion on the Company’s percentage of remuneration to employees to be appropriated for 2025. 12. The proposal to amend the Company’s “Salary Management Regulations.” 13. Discussion on the Company’s “Scope of Grassroots Employees.” 14. Discussion on the amendments to the Company’s “Regulations Governing Distribution of Employee Remuneration.” 15. Proposal for discussion on the remuneration for appointment of the Company’s attesting CPAs for 2026 and 2027. 16. Proposal for amendment to the Company’s “Articles of Incorporation.” 17. Discussion about the Company's amendment to the "Risk Management Policy and Procedures.” 18. Approval of matters relatingto the Company’s 2026 AGM. |
|
| 2026.03.13 26th meeting of the 17th term |
1. Report on the implementation plan for the Company's Sustainable Disclosure Standards. 2. Acknowledgement of the Company’s application to the financial institution(s) for credit limits. 3. Discussion on the Company's new application to financial institution for credit limit. 4. Discussion on remuneration for employees for 2025. 5. Discussion on the Company’s consolidated financial statements (including individual financial statements) and business report as well as such final account settlement documents for 2025. 6. Discussion on proposed distribution of earnings of the Company for 2025. 7. Discussion on cash dividend distribution with the legal reserve 2025. 8. Discussion on cash distribution from the Company’s 2025 capital reserve. 9. Discussion on the expiry of the term of office of the Company’s directors (including independent directors) in June 2026 and the proposed re-election to be conducted at the Company’s 2026 Annual General Meeting. 10. Discussion on the proposed list of director candidates (including independent directors) for election at the Company’s 2026 Annual General Meeting. 11. Discussion on the proposal to lift the non-competition restriction on directors. 12. Proposal for the Company to enter into construction contracts with Ruentex Engineering & Construction Co., Ltd. for the “Ruentex Innovation Impression Left Bank Project – Foundation Works” and the “Ruentex Innovation Huancui Section New Construction Project.” 13. Proposal for the Company to enter into construction contracts with Ruen Yang Construction Co., Ltd. for the “Ruentex Innovation Impression Left Bank Project – Temporary Works” and the “Ruentex Innovation Huancui Section Miscellaneous Works.” 14. Proposal for the Companyto enter into contracts with Ruentex Interior Design |
- 102 -
Date of the Major Resolutions Meeting Inc. for the “Ruentex Innovation Impression Left Bank Interior Decoration and Landscape Design Project,” the “Ruentex Innovation Chongqing North Section Phase II Interior Decoration and Landscape Design Project,” and a settlement agreement for the “Ruentex Sanchong Exterior Wall Stone Panel Project.” 15. Proposal for the Company to enter into a construction materials sales contract with Ruentex Materials Co., Ltd. for the “Ruentex Innovation Nangang Star Project.” 16. Proposal for amendments to the matters relating to the 2026 annual general meeting. 17. Discussion on the Company’s Declaration of Internal Control System of 2025.
- (X) In the previous fiscal year and by the date of Annual Report’s publication, for directors or supervisors who have expressed different opinions on important resolutions that were recorded or made via written statement, please state the content of those opinions in detail: None.
IV. Independent Auditor Fee Information:
Information on the fees payable to the attesting certified public accountants.
| Unit: NT$ | thousands | ||||||
|---|---|---|---|---|---|---|---|
| Name of CPA Firm |
Name | of CPA | CPA’s Audit Period | Audit Fee | Non-audit Fee (Note) |
Total | Remark |
| PwC Taiwan |
Huang, Chin- Lien |
Chang, Shu- Chiung |
2025.01.01- 2025.12.31 |
5,160 | 450 | 5,610 |
Note: (1) NT$50 thousand for the review of the Checklist for Full-time Non-Managerial Employees' Salary Information.
-
(2) Greenhouse Gas Inventory Assurance: NT$150,000
-
(3) Sustainability report assurance amounted to NT$250 thousand.
-
(I) Upon replacement of certified public accountants, the auditing fee paid in the year of replacement decreased over the auditing fee paid in the year preceding replacement: None.
-
(II) The auditing fees paid decreased by over 10% compared with the preceding year: None.
-
103 -
V. Information on Change of CPAs :
(I) About Former CPAs:
| I)AboutFormerCPAs: | ||||||
|---|---|---|---|---|---|---|
| Replacement Date | Not applicable | |||||
| Reasons for and Explanations of Such Replacement |
Not applicable | |||||
| Explanation: The appointment for auditing service is terminated by the principal or refused by the CPA. |
Parties Circumstances |
CPA |
Principal | |||
| Voluntary Termination of Appointment |
Not applicable | |||||
| No Longer Accepting (continuing)Appointment |
||||||
| The Independent Auditor’s Report with an audit opinion other than an unqualified opinion issued in the last two years and the reasons: |
Not applicable | |||||
| Whether there is any disagreement with the issuer : Not applicable |
Yes |
AccountingPrinciples or Practices | ||||
| Disclosures of Financial Report | ||||||
| Audit Scope or Procedures | ||||||
| Other | ||||||
| None | ||||||
| Description: Not applicable | ||||||
| Other Disclosures (Disclosures according to Subparagraphs 1-4 - Subparagraph 1-7 of Paragraph 6, Article 10 of the Regulations) |
Not applicable | |||||
| II) About the Succeeding CPAs: | ||||||
| Name of CPA Firm | Not applicable | |||||
| Name of CPA | Not applicable | |||||
| Date of Appointment | Not applicable | |||||
| Inquiries before appointments regarding the accounting processes or principles for the specific transactions and the possible audit opinions for the financial report and the results: |
Not applicable |
|||||
| Written opinions of the succeeding accountant on specific events that are different from the former accountant: |
Not applicable |
(III) Replies of the former accountants on the events as stipulated in Subparagraph 1 and Subparagraphs 2-3, Paragraph 6, Article 10 of the Regulations: Not applicable
VI. The Company’s Chairman, President, and manager of finance or accounting who has worked for a CPA firm or its associated enterprises within the year: None.
- 104 -
VII. Changes in share transfers and share pledges by directors, supervisors, managers, and shareholders holding more than 10 percent of the shares during the most recent fiscal year and up to the date of printing of the annual report:
(1) Changes in Shareholdings of Directors, Supervisors, Managers, and Major Shareholders:
| Unit: Shares | Unit: Shares | Unit: Shares | Unit: Shares | ||
|---|---|---|---|---|---|
| Title | Name | 2025 | 2026 upto March 31 | ||
| Increase/Decr ease in Shares Held |
Increase/Decr ease in Shares Pledged |
Increase/Decr ease in Shares Held |
Increase/Decre ase in Shares Pledged |
||
| Chairman | Yingjia Investment Co., Ltd. | 0 |
0-918,000 |
0 |
0 |
| Representative: Jean, Tsang- Jiunn |
0 |
0 |
0 |
0 |
|
| Representative: Yin, Chung- Yao |
0 |
0 |
0 |
0 |
|
| Representative: Ho, Kai- Lin(Inaugurated on 2025.05.22) |
0 |
0 |
0 |
0 |
|
| Director and Major Shareholder |
Ruentex Industries Ltd. |
0 |
0-7,200,000 |
0 |
0 |
| Representative: Hsu,Sheng-Yu | 0 |
0 |
0 |
0 |
|
| Representative: Huang, Ming- Tuan |
0 |
0 |
0 |
0 |
|
| Director | Su-Hui Chen | 0 |
0 |
0 |
0 |
| Yu-Mei Lu | +10,0000 |
0 |
0 |
0 |
|
| Director | Ruentex Xing Co., Ltd. (Inaugurated on 2025.05.22) |
0 |
0 |
0 |
0 |
| Representative: Lee,Chih- Hung (Inaugurated on 2025.05.22) |
0 |
0 |
0 |
0 |
|
| Representative: Chen, Li-Yu (Inaugurated on 2025.05.22) |
0 |
0 |
0 |
0 |
|
| Independent Director |
Ko, Shun-Hsiung | 0 | 0 | 0 | 0 |
| Independent Director |
Chang, Guo-Zhen | 0 | 0 | 0 | 0 |
| Independent Director |
Hsieh, Shang-Hsien | 0 | 0 | 0 | 0 |
| President | Lu, Yu-Huang (Inaugurated on 2024.05.31) |
0 | 0 | 0 | 0 |
| Vice President | Zhou,Pei-Ling | 0 | 0 | 0 | 0 |
| Vice President | Chen,Li-Yu | 0 | 0 | 0 | 0 |
| Vice President | Lin,Chin-Szu | 0 | 0 | 0 | 0 |
| Vice President | Cheng,Wen-Ching | 0 | 0 | 0 | 0 |
| Vice President | Wang,Guo-Rong | 0 | 0 | 0 | 0 |
| Vice President | Wang,Pei-Shou | 0 | 0 | 0 | 0 |
| Vice President | Liu,Wen-Tan | 0 | 0 | 0 | 0 |
| Vice President | Chang, Wen-Jen | +30,0000 |
0 |
0 |
0 |
- 105 -
| Title | Name | 2025 | 2025 | 2026 up toMarch31 | 2026 up toMarch31 |
|---|---|---|---|---|---|
| Increase/Decr ease in Shares Held |
Increase/Decr ease in Shares Pledged |
Increase/Decr ease in Shares Held |
Increase/Decre ase in Shares Pledged |
||
| Vice President | Yang,Ai-Zhen | 0 |
0 |
0 |
0 |
| Vice President | Fu, Kuo-Chen (Inaugurated on 2024.05.31) |
0 |
0 |
0 |
0 |
| Assistant Vice President |
Tsai, Pei-Jin | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Chang, Wei-Cheng | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Yang, Wen-Chuen | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Gong, Hui-Zi | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Tsai, Jia-Sheng | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Zhuang, Guo-Zhi | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Chen, Po-Yu | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Lin, Chun-Miao | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Wei, Yu-Ci | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Li, An-Hsien | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Hu, Yu-Ling | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Tong, Hsu-Hung | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Tsai, Shun-Fa | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Yu, Wei-Wu (Inaugurated on 2024.05.31) |
0 |
0 |
0 |
0 |
| Manager, Zhonglun Branch |
Lin, Wei-Chen | 0 |
0 |
0 |
0 |
| Major Shareholder (More than 10% in shareholding) |
Ruentex Industries Ltd. | 0 |
0-7,200,000 |
0 |
0 |
Note (1): The number of issued shares was originally 3,160,250,095 and changed to 2,844,225,086 shares on September 22, 2023 (the effective date of capital reduction).
Note (2): On May 22, 2025, two seats of the corporate director, Ruentex Development Co., Ltd., and its representatives, Li, Zhi-Hong and Chen, Li-Yu, were relieved of their positions.
Note (3): On May 22, 2025, the representative of the corporate director Ruentex Global Co., Ltd., Yin, Chong-Yao, was relieved of his position and replaced by the newly appointed representative, Huang, Ming-Duan.
Note (4): On May 22, 2025, the representative of the corporate director Ying-Jia Investment Co., Ltd., Hou, Kai-Lin, was relieved of his position and replaced by the newly appointed representative, Yin, Chong-Yao.
Note (5): On May 23, 2025, two directors were appointed in a by-election: Chen, Su-Hui and Lu, Yu-Mei assumed office. Note (6): On August 13, 2025, Lu, Yu-Huang assumed the position of President (General Manager), and the former President (General Manager), Li, Zhi-Hong, was relieved of his position.
Note (7): On September 1, 2025, Fu, Guo-Zhen assumed the position of Executive Vice President (Deputy General Manager).
-
106 -
-
Note (8): On November 3, 2025, Yu, Wei-Wu assumed the position of Assistant Vice President (Assistant General Manager).
-
Note (9): If the counterparty of equity transfer or equity pledge is a related party, please fill out the following forms: 1. The counterparty of the equity transfer is a related party: None
-
The counterparty of the equity pledge is a related party: None
-
107 -
VIII. Information on top 10 shareholders in proportion of shareholdings and who are stakeholders, spouses, or related to one another or kin at the second pillar under the Civil Code to one another
March 22, 2026
| NAME (NOTE 1) | SHAREHOLDING OF THE PRINCIPAL |
SHAREHOLDING OF THE PRINCIPAL |
SHAREHOLDING S OF SPOUSE/MINOR CHILDREN |
SHAREHOLDING S OF SPOUSE/MINOR CHILDREN |
SHARES HELD IN THE NAME OF OTHERS |
SHARES HELD IN THE NAME OF OTHERS |
TITLES OR NAMES OF THE TOP-TEN SHAREHOLDERS WHO HAVE A RELATIONSHIP WITH EACH OTHER OR A SPOUSE, OR A KINSHIP OF SECOND COUSIN. (NOTE3) |
TITLES OR NAMES OF THE TOP-TEN SHAREHOLDERS WHO HAVE A RELATIONSHIP WITH EACH OTHER OR A SPOUSE, OR A KINSHIP OF SECOND COUSIN. (NOTE3) |
RE M AR K |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Numb r of shares |
e % of Share Held |
s Name |
Relationship | ||
| Ruentex Industries Ltd. Representative: Hsu, Sheng-Yu |
730,987,807 | 25.70% | - |
- |
- |
- |
Huei Hong Investment Co., Ltd. Ruentex Xing Co., Ltd. |
Huei Hong Investment serves as a corporate director of Ruentex Industries Ruentex Xing serves as a corporate director of Ruentex Industries |
|
| 306,180 | 0.01% | - |
- |
- |
- |
None | None | ||
| Huei Hong Investment Co., Ltd. Representative: Samuel Yen-Liang Yin |
183,456,442 | 6.45% | - |
- |
- |
- |
Ruentex Industries Ltd. Ruen Hua Dyeing & Weaving Co., Ltd. Yi Tai Investment Co., Ltd. |
Huei Hong Investment serves as a corporate director of Ruentex Industries Ruen Hua Dyeing & Weaving Co., Ltd. serves as a corporate director of Huei Hong Investment Yi Tai Investment serves a corporate director of Huei Hong Investment |
|
| 5,548,220 | 0.20% | 1,136,374 | 0.04% | - |
- |
Changchun Investment Co., Ltd. Ruen Hua Dyeing & Weaving Co., Ltd. Huei Hong Investment Co., Ltd. Ruentex Xing Co., Ltd. |
Samuel Yen-Liang Yin serves as the Representative of Corporate Directors of Chang Quan Investment Samuel Yen-Liang Yin serves as the Representative of Corporate Directors of Ruen Hua Dyeing & Weaving Samuel Yen-Liang Yin serves as the Representative of Corporate Directors of Huei Hong Investment Samuel Yen-Liang Yin is a directorof Ruentex Xing |
||
| Yi Tai Investment Co., Ltd. Representative: Chang, Kun-Long |
113,801,527 | 4.00% | - |
- |
- |
- |
Huei Hong Investment Co., Ltd. Ruentex Xing Co., Ltd. |
Yi Tai Investment serves a corporate director of Huei Hong Investment Ruentex Xing is a corporate supervisorof Yi Tai Investment |
|
| 180,918 | 0.01% | 46,295 | 0.00% | - |
- |
Ruen Hua Dyeing & Weaving Co., Ltd. Huei Hong Investment Co., Ltd. Yingjia Investment Co., Ltd. Yi Tai Investment Co., Ltd. |
Chang, Kun-Long is a Representative of Corporate Directors of Ruen Hua Dyeing & Weaving Chang, Kun-Long serves as the Representative of Corporate Directors of Huei Hong Investment Chang, Kun-Long serves as the Representative of Corporate Directors of Yingjia Investment Chang, Kun-Long serves as the Representative of Corporate Directors of Yi Tai Investment |
||
| Changchun Investment Co., Ltd. |
109,852,514 | 3.85% | - |
- |
- |
- |
Ruen Hua Dyeing & Weaving Co., Ltd. Ruentex Xing Co., Ltd. |
Ruen Hua Dyeing & Weaving Co., Ltd. serves as a corporate director of Chang Quan Investment Chang Quan Investment Co., |
- 108 -
| NAME (NOTE 1) | SHAREHOLDING OF THE PRINCIPAL |
SHAREHOLDING OF THE PRINCIPAL |
SHAREHOLDING S OF SPOUSE/MINOR CHILDREN |
SHAREHOLDING S OF SPOUSE/MINOR CHILDREN |
SHARES HELD IN THE NAME OF OTHERS |
SHARES HELD IN THE NAME OF OTHERS |
TITLES OR NAMES OF THE TOP-TEN SHAREHOLDERS WHO HAVE A RELATIONSHIP WITH EACH OTHER OR A SPOUSE, OR A KINSHIP OF SECOND COUSIN. (NOTE3) |
TITLES OR NAMES OF THE TOP-TEN SHAREHOLDERS WHO HAVE A RELATIONSHIP WITH EACH OTHER OR A SPOUSE, OR A KINSHIP OF SECOND COUSIN. (NOTE3) |
RE M AR K |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Numb r of shares |
e % of Share Held |
s Name |
Relationship | ||
| Yingjia Investment Co., Ltd. |
Ltd. is a corporate director of Ruen Hua Dyeing & Weaving Co., Ltd. Ruentex Xing is a corporate supervisor of Chang Quan Investment Chang Quan Investment is a corporate supervisor of Yingjia Investment |
||||||||
| Representative: Samuel Yen-Liang Yin |
5,548,220 | 0.20% | 1,136,374 | 0.04% | - |
- |
Changchun Investment Co., Ltd. Ruen Hua Dyeing & Weaving Co., Ltd. Huei Hong Investment Co., Ltd. Ruentex Xing Co., Ltd. |
Samuel Yen-Liang Yin serves as the Representative of Corporate Directors of Chang Quan Investment Samuel Yen-Liang Yin serves as the Representative of Corporate Directors of Ruen Hua Dyeing & Weaving Samuel Yen-Liang Yin serves as the Representative of Corporate Directors of Huei Hong Investment Samuel Yen-Liang Yin is a directorof Ruentex Xing |
|
| Ruen Hua Dyeing & Weaving Co., Ltd. Representative: Chang, Kun-Long |
43,079,264 | 1.51% | - |
- |
- |
- |
Huei Hong Investment Co., Ltd. Yingjia Investment Co., Ltd. Changchun Investment Co., Ltd. Changchun Investment Co., Ltd. Ruentex Xing Co., Ltd. |
Ruen Hua Dyeing & Weaving Co., Ltd. serves as a corporate director of Huei Hong Investment Ruen Hua Dyeing & Weaving Co., Ltd. serves as a corporate director of Yingjia Investment Chang Quan Investment Co., Ltd. is a corporate director of Ruen Hua Dyeing & Weaving Co., Ltd. Ruen Hua Dyeing & Weaving Co., Ltd. serves as a corporate director of Chang Quan Investment Ruentex Xing is a corporate supervisor of Ruen Hua Dyeing & Weaving |
|
| 180,918 | 0.01% | 46,295 | 0.00% | - |
- |
Ruen Hua Dyeing & Weaving Co., Ltd. Huei Hong Investment Co., Ltd. Yingjia Investment Co., Ltd. Yi Tai Investment Co., Ltd. |
Chang, Kun-Long is a Representative of Corporate Directors of Ruen Hua Dyeing & Weaving Chang, Kun-Long serves as the Representative of Corporate Directors of Huei Hong Investment Chang, Kun-Long serves as the Representative of Corporate Directors of Yingjia Investment Chang, Kun-Long serves as the Representative of Corporate Directors of Yi Tai Investment |
||
| Yingjia Investment Co., Ltd. |
34,786,945 | 1.22% | - |
- |
- |
- |
Ruen Hua Dyeing & Weaving Co., Ltd. Changchun Investment Co., Ltd. |
Ruen Hua Dyeing & Weaving Co., Ltd. serves as a corporate director of Yingjia Investment Chang Quan Investment is a corporate supervisor of Yingjia Investment |
- 109 -
| NAME (NOTE 1) | SHAREHOLDING OF THE PRINCIPAL |
SHAREHOLDING OF THE PRINCIPAL |
SHAREHOLDING S OF SPOUSE/MINOR CHILDREN |
SHAREHOLDING S OF SPOUSE/MINOR CHILDREN |
SHARES HELD IN THE NAME OF OTHERS |
SHARES HELD IN THE NAME OF OTHERS |
TITLES OR NAMES OF THE TOP-TEN SHAREHOLDERS WHO HAVE A RELATIONSHIP WITH EACH OTHER OR A SPOUSE, OR A KINSHIP OF SECOND COUSIN. (NOTE3) |
TITLES OR NAMES OF THE TOP-TEN SHAREHOLDERS WHO HAVE A RELATIONSHIP WITH EACH OTHER OR A SPOUSE, OR A KINSHIP OF SECOND COUSIN. (NOTE3) |
RE M AR K |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
% of Shares Held |
Number of shares |
% of Shares Held |
Numb r of shares |
e % of Share Held |
s Name |
Relationship | ||
| Representative: Chang, Kun-Long |
180,918 | 0.01% | 46,295 | 0.00% | - |
- |
Ruen Hua Dyeing & Weaving Co., Ltd. Huei Hong Investment Co., Ltd. Yingjia Investment Co., Ltd. Yi Tai Investment Co., Ltd. |
Chang, Kun-Long is a Representative of Corporate Directors of Ruen Hua Dyeing & Weaving Chang, Kun-Long serves as the Representative of Corporate Directors of Huei Hong Investment Chang, Kun-Long serves as the Representative of Corporate Directors of Yingjia Investment Chang, Kun-Long serves as the Representative of Corporate Directors of Yi Tai Investment |
|
| The Tang Prize Foundation |
25,515,600 | 0.90% | - |
- |
- |
- |
- | - | |
| Ruentex Xing Co. Ltd. Representative: Lee, Tien-Chien |
25,122,245 | 0.88% | - |
- |
- |
- |
Ruentex Industries Ltd. Changchun Investment Co., Ltd. Ruen Hua Dyeing & Weaving Co., Ltd. Yi Tai Investment Co., Ltd. |
Ruentex Xing serves as a corporate director of Ruentex Industries Ltd. Ruentex Xing is a corporate supervisor of Changchun Investment Co., Ltd. Ruentex Xing is a corporate supervisor of Ruen Hua Dyeing & Weaving Co., Ltd. Ruentex Xing is a corporate supervisor of Yi Tai Investment Co.,Ltd. |
|
| 219,666 | 0.01% | 12,840 | 0.00% | - |
- |
Ruentex Industries Ltd. |
Lee, Tien-Chien is a Representative of a Corporate Directorof Ruentex Industries |
||
| JPMorgan Custody - Advanced Series Trust - Total International Stock Index Fund |
22,498,196 | 0.79% | - |
- |
- |
- |
- | - | |
| JPMorgan Custody - Vanguard Emerging Markets Stock Index Fund |
21,477,300 | 0.76% | - |
- |
- |
- |
- | - |
Note 1: List all the top-ten shareholders; also, the title of the corporate shareholders and the name of their representatives should be listed separately.
Note 2: The calculation of the shareholding ratio refers to the shareholding ratio in the name of the principal, the spouse, the minor children, or the shareholding held in the name of others.
Note 3: For the shareholders disclosed in the preceding paragraph, including legal persons and natural persons, their relationships to each other should be disclosed in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Firms.
- 110 -
IX. The total shareholding of the Company, the Company’s directors, supervisors,
managers, and the invested company directly or indirectly controlled by the Company, and the comprehensive shareholding ratio calculated.
| March 31, 2026; Unit: thousand shares;% | March 31, 2026; Unit: thousand shares;% | March 31, 2026; Unit: thousand shares;% | March 31, 2026; Unit: thousand shares;% | March 31, 2026; Unit: thousand shares;% | March 31, 2026; Unit: thousand shares;% | |
|---|---|---|---|---|---|---|
| Investees (Note) | Investment by the Company |
Comprehensive Investment of the Directors, Supervisors, Managers, and the Invested Companies Directly or Indirectly Controlled by the Company |
Consolidated investment |
|||
| Number of shares |
Shareholding Ratio (%) |
Number of shares |
Shareholding Ratio (%) |
Number of shares |
Shareholding Ratio (%) |
|
| Ruentex Construction International (B.V.I) Co., Ltd. |
25,000 |
100.00 |
- |
- |
25,000 |
100.00 |
| Ruentex Property Management & Maintenance Co., Ltd. |
2,829 |
100.00 |
- |
- |
2,829 |
100.00 |
| Ruen FuNewlife Corp. | 1,800 |
60.00 |
1,200 |
40.00 |
3,000 |
100.00 |
| RuentexSecurity Co.,Ltd. | 6,900 |
100.00 |
- |
- |
6,900 |
100.00 |
| Ruentex Construction International Co., Ltd. (Formerly known as City-Link Development Co., Ltd.) |
250,000 |
100.00 |
- |
- |
250,000 |
100.00 |
| Ruentex XuzhanCo.Ltd. | 160,000 |
80.00 |
- |
- |
160,000 |
80.00 |
| Ruentex BaiyiCo.,Ltd. | 70,000 |
35.00 |
130,000 |
65.00 |
200,000 |
100.00 |
| Ruentex Innovative Development Co. Ltd. |
284,000 |
100.00 |
- |
- |
198,800 |
70.00 |
| Ruentex Engineering & Construction Co., Ltd. |
121,628 |
39.14 |
50,540 |
16.27 |
172,168 |
55.41 |
| Ruentex Materials Co.,Ltd. | 15,740 |
10.49 |
65,866 |
43.91 |
81,606 |
54.40 |
| Gin-HongInvestmentCo.,Ltd. | 11,289 |
30.00 |
20,696 |
55.00 |
31,985 |
85.00 |
| Ruen Cheng Investment Holdings Co., Ltd. |
9,110,625 |
25.00 |
8,381,775 |
23.00 |
17,492,400 |
48.00 |
| Concord GreaterChina Ltd. | 10,593 |
25.56 |
17,580 |
42.42 |
28,173 |
67.98 |
| Shing Yen Construction & Development Co.,Ltd. |
25,678 |
45.45 |
29,776 |
52.70 |
55,454 |
98.15 |
| Sunny Friend Environmental Technology Co.,Ltd. |
33,370 |
25.67 |
3,994 |
3.07 |
37,364 |
28.74 |
| Ruentex IndustriesLtd. | 157,698 |
14.28 |
64,558 |
5.85 |
222,255 |
20.13 |
| Ruentex Construction International Ltd. |
- |
- |
7,800 |
100.00 |
7,800 |
100.00 |
| Sinopac Global Investment Ltd. | - |
- |
19,500 |
49.06 |
19,500 |
49.06 |
| Ruen YangConstruction Co.,Ltd. | - |
- |
600 |
100.00 |
600 |
100.00 |
| Ruentex Interior Design Inc. | 736 |
4.91 |
8,351 |
55.66 |
9,087 |
60.57 |
| NanShan LifeInsurance Co.,Ltd. | 34,082 |
0.23 |
31,359 |
0.21 |
65,441 |
0.44 |
| Teh Hsin Enterprise Co.,Ltd. | - |
- |
14,970 |
35.00 |
14,970 |
35.00 |
Note: The Company’s invested company under the equity method.
- 111 -
Three. Status of Fundraising
I. Capital and Shares
(I) Source of Capital
| Year/Mo nth |
Issuan ce Price (NT$) |
Authorized Capital | Authorized Capital | Paid-inCapital | Paid-inCapital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
Number of shares (thousand shares) |
Amount (NTD thousand) |
Number of shares (thousand shares) |
Amount (NTD thousand) |
Source of Capital |
Paid-in Capital Paid with Consideratio ns Other ThanCash |
Other | ||
| August 1993 |
10 | 300,000 | 3,000,000 | Common Stock |
1,851,500 | Cash Capitalization 700,000 |
None | August 9, 1993 Securities & Futures Institute (1993) Tai.Chai.Chen (I) No. 32741 |
| Preferred Shares |
700,000 | |||||||
| January 1994 |
10 | 320,000 | 3,200,000 | Common Stock |
2,406,950 | Earnings from Earnings: 555,450 |
None | January 22, 1994 Securities & Futures Institute (1994) Tai.Chai.Chen (I) No. 49800 |
| Preferred Shares |
700,000 | |||||||
| June 1994 |
10 | 580,000 | 5,800,000 | Common Stock |
2,888,340 | Earnings from Earnings: 481,390 |
None | June 25, 1994 Securities & Futures Institute (1994) Tai.Chai.Chen (I) No. 29048 |
| Preferred Shares |
700,000 | |||||||
| May 1995 |
10 | 610,000 | 6,100,000 | Common Stock |
3,234,941 | Earnings from Earnings: 346,601 |
None | May 10, 1995 Securities & Futures Institute (1995) Tai.Chai.Chen (I) No. 27761 |
| Preferred Shares |
700,000 | |||||||
| July 1995 |
10 | 610,000 | 6,100,000 | Common Stock |
4,054,941 | Cash Capitalization 820,000 |
None | July 15,1995 Securities & Futures Institute (1995) Tai.Chai.Chen (I) No. 39113 |
| Preferred Shares |
700,000 | |||||||
| May 1997 |
10 | 800,000 | 8,000,000 | Common Stock |
5,054,941 | Cash Capitalization 1,000,000 |
None | May 19, 1997 Securities & Futures Institute (1997) Tai.Chai.Chen (I) No. 36838 |
| Preferred Shares |
700,000 | May 19, 1997 Securities & Futures Institute (1997) Tai.Chai.Chen (I) No. 40668 |
||||||
| August 1997 |
10 | 800,000 | 8,000,000 |
Common Stock |
5,754,941 | - | None | Preferred Stock Converted to CommonStock |
| June 1998 |
10 | 950,000 | 9,500,000 |
Common Stock |
7,830,435 | Cash Capitalization 1,500,000 Capitalization From Paid-in Capital: 575,494 |
None | June 9, 1998 Securities & Futures Institute (1998) Tai.Chai.Chen (I) No. 51342 |
| March 2006 |
10 | 950,000 | 9,500,000 |
Common Stock |
7,593,185 | - |
Cancellation of Treasury Stock: 23,725 Thousand Shares |
Jing-Shou-Shang-Zi No. 09501043870 dated March 14, 2006 |
| August 2011 |
10 | 1,500,000 | 15,000,000 |
Common Stock 979,318 |
9,793,185 | Cash Capitalization 2,200,000 |
None | Jin-Guan-Zheng-Fa-Zi No. 1000038471 dated August 25,2011 |
| October 2012 |
10 | 1,500,000 | 15,000,000 |
Common Stock 980,808 |
9,808,079 | Corporate Bond Conversion: 14,894 |
None | Jing-Shou-Shang-Zi No. 10101214360 dated October 16, 2012 |
- 112 -
| Year/Mo nth |
Issuan ce Price (NT$) |
Authorized Capital | Authorized Capital | Paid-inCapital | Paid-inCapital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
Number of shares (thousand shares) |
Amount (NTD thousand) |
Number of shares (thousand shares) |
Amount (NTD thousand) |
Source of Capital |
Paid-in Capital Paid with Consideratio ns Other ThanCash |
Other | ||
| Februar y 2013 |
10 | 1,500,000 | 15,000,000 |
Common Stock 999,625 |
9,996,255 | Corporate Bond Conversion: 188,176 |
None | Jing-Shou-Shang-Zi No. 10201027910 dated February 8, 2013 |
| April 2013 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,023,630 |
10,236,295 | Corporate Bond Conversion 240,040 |
None | Jing-Shou-Shang-Zi No. 10201067950 dated April 15, 2013 |
| July 2013 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,023,865 |
10,238,647 | Corporate Bond Conversion 2,352 |
None | Jin-Shou-Shang-Zi No. 10201141260 dated July 22, 2013 |
| August 2013 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,173,865 |
11,738,647 | Cash capitalization 1,500,000 |
None | Jin-Shou-Shang-Zi No. 10201171670 dated August 22,2013 |
| October 2013 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,179,478 |
11,794,779 | Corporate Bond Conversion 56,132 |
None | Jin-Shou-Shang-Zi No. 10201211920 dated October 16, 2013 |
| January 2014 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,191,977 |
11,919,768 | Corporate Bond Conversion 124,989 |
None | Jin-Shou-Shang-Zi No. 10301009600 dated January 20, 2014 |
| April 2014 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,192,069 |
11,920,685 | Corporate Bond Conversion 92 |
None | Jin-Shou-Shang-Zi No. 10301066370 dated April 18, 2014 |
| July 2014 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,192,113 |
11,921,132 | Corporate Bond Conversion 447 |
None | Jin-Shou-Shang-Zi No. 10301137730 dated July 25, 2014 |
| October 2014 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,192,545 |
11,925,453 | Corporate Bond Conversion 4,321 |
None | Jin-Shou-Shang-Zi No. 10301216980 dated October 17, 2014 |
| January 2015 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,192,565 |
11,925,647 | Corporate Bond Conversion 194 |
None | Jin-Shou-Shang-Zi No. 10401003710 dated January 14, 2015 |
| April 2015 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,192,591 |
11,925,914 | Corporate Bond Conversion 267 |
None | Jin-Shou-Shang-Zi No. 10401069610 dated April 24, 2015 |
| August 2015 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,192,849 |
11,928,487 | Corporate Bond Conversion 2,573 |
None | Jin-Shou-Shang-Zi No. 10401146400 dated August 3, 2015 |
| August 2015 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,392,849 |
13,928,487 | Cash capitalization 2,000,000 |
None | Jin-Shou-Shang-Zi No. 10401179970 dated August 28, 2015 |
| October 2015 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,392,851 |
13,928,513 | Corporate Bond Conversion 26 |
None | Jin-Shou-Shang-Zi No. 10401218780 dated October 15, 2015 |
- 113 -
| Year/Mo nth |
Issuan ce Price (NT$) |
Authorized Capital | Authorized Capital | Paid-inCapital | Paid-inCapital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
Number of shares (thousand shares) |
Amount (NTD thousand) |
Number of shares (thousand shares) |
Amount (NTD thousand) |
Source of Capital |
Paid-in Capital Paid with Consideratio ns Other ThanCash |
Other | ||
| January 2016 |
10 | 1,500,000 | 15,000,000 |
Common Stock 1,393,408 |
13,934,083 | Corporate Bond Conversion 5,570 |
None | Jin-Shou-Shang-Zi No. 10501010450 dated January 21, 2016 |
| Septemb er 2017 |
10 | 2,000,000 | 20,000,000 |
Common Stock 1,672,090 |
16,720,900 | Capitalization From Earnings 2,786,817 |
None | Jin-Shou-Shang-Zi No. 10601131290 dated September 13, 2017 |
| August 2018 |
10 | 2,000,000 | 20,000,000 |
Common Stock 1,003,254 |
10,032,540 | Cash Reduction 6,688,360 |
None | Jin-Shou-Shang-Zi No. 10701107370 dated August 28, 2018 |
| Septemb er 2020 |
10 | 2,000,000 | 20,000,000 |
Common Stock 1,504,881 |
15,048,810 | Capitalization From Earnings 5,016,270 |
None | Jing-Shou-Shang-Zi No. 10901167160 dated September 15, 2020 |
| October 2021 |
10 | 3,000,000 | 30,000,000 |
Common Stock 2,106,833 |
21,068,334 | Capitalization From Earnings 6,019,524 |
None | Jing-Shou-Shang-Zi No. 11001184540 dated September 15, 2020 |
| Novemb er 2022 |
10 | 5,000,000 | 50,000,000 |
Common Stock 3,160,250 |
31,602,501 | Capitalization From Earnings 10,534,167 |
None | Jing-Shou-Shang-Zi No. 11101212950 dated November 16, 2022 |
| August 2023 |
10 | 5,000,000 | 50,000,000 |
Common Stock 2,844,225 |
28,442,251 | Cash Reduction 1,160,250 |
None | Jing-Shou-Shang-Zi No. 11230160990 dated August 22, 2023 |
Note 1. The data of the current year should be filled in as of the Annual Report printing date.
-
The increase and decrease of capital should be stated with the effective (approved) date and document number included.
-
The stock issued at a value below the face value should be indicted conspicuously.
-
The capital paid with currency credits and technology should be stated with the type and amount of said considerations detailed.
| March 31, 2026 | March 31, 2026 | March 31, 2026 | March 31, 2026 | |
|---|---|---|---|---|
| Type of share | Authorized Capital | Remark | ||
| Outstanding shares (listed stocks) |
Unissued Shares | Total | ||
| Registered Common Stock |
2,844,225,086 |
2,155,774,914 |
5,000,000,000 |
Related information on the general declaration system: None.
-
114 -
-
(II) List of major shareholders: List all shareholders with a stake of 5 percent or more, and if those are fewer than 10 shareholders, also list all shareholders who rank in the top 10 in shareholding percentage, and specify the number of shares and stake held by each shareholder on the list
| on the list | ||
|---|---|---|
| Shares Name of MajorShareholders |
Number of shares held | Shareholding Ratio (%) |
| Ruentex Industries Ltd. | 730,987,807 |
25.70 |
| Huei HongInvestment Co.,Ltd. | 183,456,442 |
6.45 |
| Yi Tai Investment Co.,Ltd. | 113,801,527 |
4.00 |
| Chang Quan Investment Co.,Ltd. | 109,428,514 |
3.85 |
| Ruen Hua Dyeing& WeavingCo.,Ltd. | 43,079,264 |
1.51 |
| Yingjia Investment Co.,Ltd. | 34,786,945 |
1.22 |
| The TangPrize Foundation | 25,515,600 |
0.90 |
| Ruentex XingCo.,Ltd. | 25,122,245 |
0.88 |
| JPMorgan Chase Bank, N.A., Taipei Branch, Custody Account for Vanguard Total International Stock Index Fund |
22,498,196 |
0.79 |
| JPMorgan Chase Custody Account for Vanguard EmergingMarkets Stock Index Fund |
21,477,300 |
0.76 |
-
(III) Company’s dividend policy and implementation
-
Dividend Policy:
-
(1) The Company's dividend distribution policy is based on the Company Law and its articles of incorporation. The Board of Directors proposes an annual distribution plan to the shareholder meeting, taking into account factors such as finance, business, management, and capital budgeting, as well as balancing shareholder interests and the company's long-term financial planning. However, shareholder dividends must be no less than 20% of the net profit after tax for the year, excluding the share of profit or loss of associates and joint ventures accounted for using the equity method, after the legally required statutory reserve and various special reserves have been appropriated. The cash dividend ratio must be no less than 20% of the total dividend distribution for the year.
-
(2) As expressly provided for in Article 35 of the Articles of Incorporation, with the surplus earnings after final account settlement process, the dividend shall be distributed based on the priority order as enumerated below:
-
The income tax is paid first in accordance with the provisions of the laws and regulations.
-
Make up loss accumulated in previous year, if any.
-
Amortize 10% as legal reserve unless the accumulated legal reserve is up to the total paidin capital of the Company.
-
Amortize or rotate special reserve as required by law or the competent authority.
-
For the balance after deduction of the sums under Paragraphs (1)~(4), the Board of Directors shall propose the allocation ratios to be duly allocated or retained after being submitted and resolved in the shareholders’ meeting.
-
-
2. Implementation:
For the Company’s 2025 earnings distribution, in accordance with the Company’s Articles of Incorporation and relevant laws and regulations, after setting aside the legal reserve and special reserve from the current period’s earnings, it is proposed to distribute cash dividends in the amount of NT$1,404,961,370 (equivalent to a cash dividend of NT$0.4939 per share). In addition, cash dividends of NT$0.4261 per share are proposed to be distributed from the legal reserve, while cash dividends of NT$0.18 per share are proposed to be distributed from the capital reserve. The foregoing was approved by the Board of Directors on 2026/3/13, but it has not yet been resolved by the Annual General Meeting of shareholders.
-
115 -
-
(IV) Impacts of the proposed stock dividends at the shareholders meeting on the Company’s business performance and earnings per share
| erformance and earningsper share | erformance and earningsper share | erformance and earningsper share | |
|---|---|---|---|
| Year Item |
2025 (estimated) | ||
| Beginning paid-in capital(Expressed in New Taiwan Dollars) | 28,442,250,860 | ||
| Stock/ cash dividend distribution in the year (Note 1) |
Cash dividend per share (Expressed in New Taiwan Dollars) (Distributed from the legal reserve) |
1.1 | |
| Capital increase by earnings, allotment of shares per share |
- | ||
| Capitalization from capital reserves, allotment of sharesper share |
- | ||
| Changes in operating performance |
Operating profit | Not applicable (Note 2) |
|
| Increase (decrease) ratio of operating profit over the sameperiod ofpreviousyear |
|||
| Netprofit after tax | |||
| Increase (decrease) ratio of net profit over the sameperiod ofpreviousyear |
|||
| Earningsper share | |||
| Increase (decrease) ratio of EPS over the same period ofpreviousyear |
|||
| Annualized ROI(inverse of annualized P/E ratio) | |||
| Pro forma EPS and P/E ratio |
If converting the capitalization from earnings entirely to cash dividend allotment |
Pro forma EPS | |
| Pro forma annualized ROI |
|||
| If no capitalization from capital reserves |
Pro forma EPS |
||
| Pro forma annualized ROI |
|||
| If no capitalization from capital reserves and converting the capitalization from earnings to cash dividends allotment |
Pro forma EPS | ||
| Pro forma annualized ROI |
Note 1: The 2025 stock dividend from earnings was approved by the Board of Directors on March 13, 2026, and it is yet to be resolved by the shareholders' meeting.
Note 2: Not applicable to the Company, since it does not announce publicly the financial forecasts, according to 1 February 2000, Tai.Chai.Chen (I) No. 00371.
(V) Remuneration to employees and directors
-
The percentage or scope of remuneration to employees and directors stipulated in the company’s Articles of Association:
-
(1) In accordance with the Company’s Articles of Incorporation, where the Company has net profit before tax for the year prior to deduction of employee remuneration, 0.1% to 5% thereof shall be appropriated as employee remuneration, of which the total amount allocated to grassroots employees shall not be less than 30% of the total employee remuneration. Notwithstanding, if the Company has accumulated losses, an equivalent amount from the profit earned shall be reserved to make up for losses.
The aforementioned employee compensation may be paid in stock or cash and shall be adopted by a majority of the directors at a meeting attended by at least two-thirds of the directors, and shall be reported at the shareholders’ meeting.
Employee remuneration is distributed to employees of controlling or subordinate companies who
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meet certain criteria.
-
(2) The remuneration to directors is not stipulated in the Company’s Articles of Incorporation.
-
The accounting treatment for the difference between the estimation basis of the estimated remuneration to employees and directors in current period, the basis for the calculation of stock dividends to employees, and the actual distribution amount from the estimated amount:
-
(1) Please refer to (V) 1. for the estimation basis of the estimated remuneration to employees and directors in current period.
-
(2) The accounting treatment for the difference between the actual distribution amount and the estimated amount: It is regarded as a change in accounting estimate and is included in the profit or loss of the actual distribution year.
-
The distribution of remuneration resolved by the Board of Directors:
-
(1) Remuneration to employees and directors paid in cash or with stock dividends. If it is different from the estimated amount of the expense recognition year, the difference amount, cause, and treatment should be disclosed:
-
A. Given the profitability of the year of 2025, remuneration is estimated at 0.1%, to be allocated as resolved by the Board of Directors on March 13, 2026. For 2025, the remuneration to employees totaled NT$11,100 thousand, which shall be allocated in cash in full.
- Unit: NT$ thousands
-
| Distribution | Currentyear(2025) | Currentyear(2025) | Currentyear(2025) | ||
|---|---|---|---|---|---|
| Estimated Amount in the Expense Recognizing Year |
Distribution Amount Resolved by the Board of Directors |
Difference | Reason for Difference |
Resolution | |
| Remuneration to Employees in Cash |
11,100 | 11,100 | None | None | None |
-
(2) The percentage of remuneration to employees allocated by means of stocks to the total amount of remuneration to employees and the aggregate total of the net profit after tax and total remuneration to employees as shown in the individual or respective financial statements of the current term: In the year, no remuneration to employees were allocated in stocks. This is, therefore, not applicable.
-
For the preceding fiscal year (2024), the facts of allocation of remuneration to directors and remuneration to employees (including number of shares, amount allocated, and stock price), the differential gap from the recognized remuneration to employees and remuneration to directors, and the causes and settlement thereof: Unit: NT$ thousands
| Distribution | Previousyear(2024) | Previousyear(2024) | Previousyear(2024) | Previousyear(2024) | Previousyear(2024) |
|---|---|---|---|---|---|
| Estimated Amount in the Expense Recognizing Year |
Distribution Amount Resolved by the Board of Directors |
Difference | Reason for Difference |
Resolution | |
| Remuneration to Employees in Cash |
50,650 | 50,650 | None | None | None |
- (VI) Status of Repurchase of the Company’s Shares: None.
II. Corporate Bond Issuance: None
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III. Preferred stock issuance:None
IV. Disclosure in Relation to Depository Receipts: None
V. Employee Stock Warrants Issuance: None
VI. New Restricted Employee Shares Issuance: None
VII. Disclosure of New Shares Issued in Exchange for Other Company Shares :
-
(I) In the most recent year and as of the Annual Report printing date, the Company has completed the acquisition or transfer of shares of the Company to issue new shares: None
-
(II) In the most recent year and as of the Annual Report printing date, the acquisition or transfer of shares of the Company to issue new shares resolved by the Board of Directors: None
VIII. Fund implementation plan:
-
(I) Project Content:
-
An analysis or the period as of the quarter preceding the date of publication 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 (3) years but have not yet fully yielded the planned benefits: None.
-
(II) Status of Implementation: 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 date of publication of the Annual Report) analyze the status of implementation 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: Not applicable.
-
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Four. Operation overview
I. Business Content
(I) Business Scope
- Main content of the business:
(1) E801010 Interior decoration business
(2) F111090 Building materials wholesale business.
(3) F211010 Building materials retail business
(4) H701010 Residential and building development rental business.
(5) H701040 Specific business area development.
(6) H701060 New towns and new community development business.
(7) H701070 Land expropriation and city rezoning agency services.
(8) H701080 Urban regeneration and reconstruction business.
(9) H703100 Real estate leasing business.
(10) F108031 Medical equipment wholesale business.
(11) F208031 Medical equipment retail business.
(12) F108011 Chinese medicine wholesale business.
(13) F108021 Western medicine wholesale business.
(14) F208011 Chinese medicine retail business.
(15) F208021 Western medicine retail business.
(16) F101081 Seedlings wholesale business.
(17) F201061 Seedlings retail business.
(18) F401071 Vaccine import and export business
(19) H704031 Real estate agency and brokerage business.
(20) F401181 Weighing instrument input business.
(21) F101040 Livestock and poultry wholesale business.
(22) F101050 Aquatic products wholesale business.
(23) F101070 Fishing gear wholesale business.
(24) F101130 Vegetable and fruit wholesale business.
(25) F102020 Edible oil wholesale business.
(26) F102030 Tobacco and wine wholesale business.
(27) F102040 Beverage wholesale business.
(28) F102050 Tea leaves wholesale business.
(29) C104020 Baking and steamed food manufacturing business.
(30) F102170 Food and goods wholesale business.
- (31) F102180 Alcohol wholesale business.
(32) F103010 Feed wholesale business.
(33) F104110 Fabrics, clothing, shoes, hats, umbrellas, and garment wholesale business. (34) F105050 Furniture, bedding, kitchen utensils, and furnishings wholesale business.
(35) F106020 Daily necessities wholesale business.
(36) F106030 Mold wholesale business.
(37) F106040 Water containers wholesale business.
(38) F106050 Ceramic glassware wholesale business.
-
(39) F107010 Paint and coating materials wholesale business.
-
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(40) F107020 Dye and pigment wholesale business.
(41) F107030 Cleaning supplies wholesale business.
(42) F108040 Cosmetics wholesale business.
(43) F107190 Plastic film and bag wholesale business.
(44) F109070 Culture, education, musical instruments, and recreational products wholesale business.
(45) F112040 Petroleum products wholesale business.
(46) F113020 Electrical appliances wholesale business.
(47) F113060 Measurement wholesale business.
(48) F114040 Bicycles and their parts wholesale business.
(49) F115010 Jewelry and precious metals wholesale business.
(50) F115020 Ore wholesale business.
(51) F116010 Photographic equipment wholesale business.
(52) F201010 Agricultural products retail business.
(53) F201020 Livestock products retail business.
(54) F201030 Aquatic products retail business.
(55) F202010 Feed retail business.
(56) F203010 Food and goods and beverage retail business.
(57) F203020 Tobacco and alcohol retail business.
(58) F203030 Alcohol retail business.
(59) F204110 Fabrics, clothing, shoes, hats, umbrellas, and garments retail business.
(60) F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
(61) F206020 Daily necessities retail business.
(62) F206040 Water containers retail business.
(63) F207030 Cleaning supplies retail business.
(64) F207050 Fertilizer retail business.
(65) F207080 Environmental drug retail business.
(66) F208040 Cosmetics retail business.
(67) F207190 Plastic film and bag retail business.
(68) IZ06010 Tally packaging business.
(69) F209060 Culture, education, musical instruments, and recreational products retail business.
(70) F215010 Jewelry and precious metal retail business.
(71) F301010 Department store business.
(72) F301020 Supermarket business.
(73) F399010 Convenience store business.
(74) F501030 Beverage store business.
(75) F501060 Restaurant business.
(76) G202010 Parking lot business.
(77) F401021 Telecom control RF equipment import business.
(78) ZZ99999 Except for charter business, business operations not prohibited or restricted by law.
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2. Business Ratio:
| tio: | ||
|---|---|---|
| Weight of operating revenue Product items |
2025 | |
| Operating revenue | Ratio | |
| Construction Business Department |
31,105,105 | 79.12% |
| Commercial Real Property | 2,116,350 | 5.39% |
| BuildingMaterials Division | 4,576,602 | 11.64% |
| Other Business Operation Department |
1,514,270 | 3.85% |
| Total | 39,312,327 | 100% |
- The Company’s current products, service projects, and new products and services planned for development:
The Company’s main business, in addition to land development and investment in the construction of residents, villas, and commercial buildings, and investment in the elderly care business, is to carry out midterm and long-term land development, such as, urban regeneration, urban planning changes, land change, leisure, MRT joint development, station OT/BOT and commercial real estate development, development of specific areas, surface rights setting for public projects, etc., and it actively plans to cooperate with Ruentex Group to implement diversification, such as, cooperation in MRT joint development and station OT/BOT projects, actively operating commercial real estate development and introducing department store business, through joint development of the MRT and the BOT station traffic line to connect to the Taipei City commercial center and to have local representative buildings emerge. The Company is committed to substantiating the service concept of “letting the house take care of people, rather than having people to take care of the house,” continuing to innovate research and development, to diversifying product development with more excellent product planning, construction, and service quality, and to generating more profits.
In terms of building materials business, in response to the global climate change and the awakening of environmental protection awareness, we will continue to optimize new cementitious materials and noncalcium cement in order to save energy and reduce carbon emissions. Meanwhile, with the improvement of living standards and the denser population of the metropolitan area, the residential pattern tends to be denser and stratified, which makes the impact of floor noises between the upper and lower tenants worse, thus reducing the quality of the living environment. The development of indoor noise-reducing floor mortar is planned to enhance living quality.
In terms of retail and wholesale business, the focus is mainly on operating shopping malls, self-operated counters, and selling a wide variety of products that are closely related to food, clothing, and housing. In the future, we will continue to develop our own branded products and introduce new international products to create more brilliant achievements.
(II) Industry Overview
- B. Relevance of the Up-stream, Mid-stream, and Low-stream of the Construction Industry:
The construction industry is the leading driver of the economy, covering the extensive upstream and downstream industries. During the construction process, the demand for raw materials, such as cement, steel, building materials, and finance will be created. Upon completion of the construction of the house, consumers can meet their needs for purchase or subsequent renovation, decoration and home appliances, etc. with the loan borrowed from banks to create consumption and further driven the economic demand.
In practice, the development and operation of construction must be divided into the upstream, midstream, and downstream supply and demand relationships according to the market and professional division of labor in investment, production, trading, and use, and form the overall industrial activity system.
The main raw materials for the upstream of the construction industry are land and building materials. The acquisition of land can be achieved through the sale or joint construction of private landlords, or the redevelopment of old residential communities by urban renovation procedures, and the acquisition of state-owned non-public sites through government auctions. Building materials are purchased from
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professional suppliers or factories.
The mid-stream of the construction industry is the most critical core value in the construction industry chain, mainly for investment and production. The former as stated in the preceding paragraph, such as, land developers, financial institutions, and consultants providing professional information and financing related to building development. The latter as stated in the preceding paragraph includes architects, construction managers, construction companies, and builders providing product positioning, construction planning, construction and engineering management, and other related services.
The downstream of the construction industry is traditionally for sales and after-sales service. The former, such as, the construction company’s sales department, agency sales and brokers, provides professional services, such as, advertising and sales; the latter includes the construction company’s warranty department, property management company, or consulting industry providing product warranty, maintenance construction, property management, and other related services.
(III) Profile of technology and research & development
Over the past few years, Ruentex Development Co., Ltd. has been developing good land lots by constantly introducing innovative approaches that are unprecedented in the construction industry. The purpose is to fulfill the mission of the construction industry - to build the good house of the general consumers’ dreams. We demand much from ourselves with multiple indicators such as rigid quality, cost effectiveness, and quick lead time while planning quality residential and commercial projects and providing vertically integrated professional services, accomplishing the utmost customer satisfaction and becoming a “value creating” team that is capable of not only innovation, research, and development, but also creating maximum value added for the land and the residents.
Members on the professional team are specialists in electrical and mechanical engineering, civil engineering, machinery, and materials. They meet on a weekly basis for research and development meetings and are devoted to the research and development of innovative techniques for various tasks, not only correcting the shortcomings of the traditional construction industry, namely labor intensity, waste of materials, and environmental pollution, but also significantly shortening the duration of construction and significantly improving quality of construction at the same time. Meanwhile, the multiple patent rights that Ruentex and its subsidiaries own are proof that its construction technology level is well recognized internationally. The symbolic differentiated construction approach, in particular, is prioritized to be applied in our construction planning, including one-piece stirrup, spiral stirrup, the NUL complex wall method, energy-saving insulation materials, and energy reducing composite sound insulation floors, among others.
Cost devoted to research and development by the Company and its subsidiaries in the most recent year up to the date the Annual Report was printed:
| Unit: NT$thousands; % | ||
|---|---|---|
| Item | 2025 | February28,2026(Note) |
| Annual R&D Expenditures(A) |
97,340 |
19,276 |
| Annual Revenue(B) | 31,480,700 |
5,044,476 |
| (A/B) | 0.31% |
0.38% |
Note: Data on the self-closing financial statements for the most recent month as of the date of publication of the annual report
(IV) Long-term and Short-term Business Development Plans
Short-term business development plans:
In terms of construction, in light of the current capital size, human resources, and investment return, and capital turnover efficiency of the Company, short-term business development is still focused on investing in the construction and sale of various select projects in the Taipei and New Taipei with conditions such as close to MRT stations, better school districts, and having good transportation and living facilities. In addition to accomplishing optimal operational benefits, budget system and strict
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control over cost and expenditure/income, and gradually increasing the ratio of self-owned funds are applied to normalize the financial structure and secure the operational base so that the Company can continue to constantly grow and create maximum profits for its shareholders.
Long-term business development plans:
Looking to the future, the Company will continue to adopt the concept of sustainable operation, regarding construction business, we shall proactively grasp the opportunity of land development and joint construction projects in both Taipei City and New Taipei City through research and design of residential products based on rigid first-time house buyers or buyers with replacement demand. We hope to emphasize our own patented technology, with the Company's sales and service system as the very base point to create residential products toward all-age dwellers. In terms of the commercial real estate regard, we plan to use our own capital partially in concert with Japanese bookstore brand name to combine books and catering charms into a whole supplemented with comfortable planning and space design to create a stable profit for the Company.
II. Market and Production/Distribution Overview
-
(I) Market analysis: Construction, construction materials, and retail warehouse are the three main business sectors of the company. The market analysis of these three sectors are as follows:
-
A. Where products (services) are primarily sold to or provided.
In recent years, the Company's construction business has primarily focused on selecting locations in Taipei and New Taipei City that are convenient for transportation, have complete living functions, and possess future development potential. This focus has also extended to the areas with development potential and newly emerging rezoning districts. Our main products have predominantly been residential elevator apartment complexes, supplemented by office buildings.
B. Market Share:
The sales projects in the environment of the individual areas (such as major transportation construction, green spaces and school areas, etc.) increase the willingness and demand of home buyers from the consumer end. The high demand can bring about high regional market value.
In 2024, the housing price in northern Taiwan have almost reached the level of the housing price in the surrounding area of Taipei City. The downtown of Taipei City still maintains a high price condition. For the demand level and purchasing ability, the Company has launched projects in emerging rezoning areas or the yolk area of the downtown. The Company has secured its market share in response to the stable promotion of projects every year.
C. Future Supply and Demand and Market Growth:
Since 2022, the real estate market has been impacted by multiple unfavorable pieces of news, including the Central Bank’s tightening of real estate credit control, launch of construction of pre-sale housing projects within 18 months after land financing is obtained, global interest rate hikes that pushed up construction costs, as well as the amendment to the Equalization of Land Rights Act. Thus, the construction industry also adopts a wait-and-see strategy when launching construction projects. Looking back on the housing market in 2024, the number of houses traded increased, and housing price hit a new high. The Equalization of Land Rights Act and Preferential Housing Loans for the Youth have effectively increased the rigid demand for self-occupation. The Company has long insisted on safe and relieved working methods and careful planning. In addition to innovative working methods such as safety, quality, environmental protection, and intelligence and strong after-sales service, the brand will become an important factor for customers to support their purchases.
(A) Supply:
a. Completed Homes
According to statistics from the Ministry of the Interior, the ratio of idle (low use) housing in the first half of 2024 was 9.3%. The number of new housing units for sale exceeded 100,000 units, a record high since the statistics were gathered. I terms of the number of new housing units for sale in the six major cities rose to 21,557 units in Q1 of 2024, and slightly declined to 20,452 units in Q2 of the same year. They were primarily centralized in Banqiao District, Xinzhuang District, Tamsui District, and Sanchong District. The number of new housing units for sale in Taipei City once again exceeded 4,000 units in Q1 of 2024, and slightly declined to 3,875 units in Q2 of the
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same year. They were primarily distributed in the Zhongshan District, Zhongzheng District and Da'an District. The Ministry of the Interior speculates that new existing homes for sale are reaching a record high. In addition to the gradual completion of projects in the past, the inter-ministerial meeting between the Ministry of the Interior, the Ministry of Finance, and the central bank to control real estate speculation may also cause a decrease in investment transactions and an increase in new homes for sale.
b. In pre-construction sale Market
According to statistics from My Housing, the pre-sale housing projects in northern Taiwan in 2024 reached a record high, more than NT$1.5 trillion, breaking the record of NT$1.3 trillion in 2013, an annual growth rate by 38.7%. Among them, the projects launched in the three cities including Taipei City, New Taipei City and Taoyuan City increased by 45.7%~55% annually, an annual growth rate by 220.3%. Notwithstanding, the projects launched in the Hsinchu and Yilan districts declined by 12.6% and 22.7%, respectively, annually.
The Company fully collects market information and customer resources before opening the case, continues to deepen the use of brand energy and integrates group resources in marketing, to improve consumers' recognition of the value of products.
(B) Demand:
a. Completed Homes
According to statistics from the land administration bureaus of the six special municipalities, the total number of property transactions in 2024 reached 271,309 units. This was mainly driven by the housing market boom in the first half of the year, fueled by the Preferential Housing Loans for the Youth, marking an 11-year high and a 14.7% increase compared to 2023.
However, the central bank’s implementation of the seventh round of credit controls in 2024 caused a sharp decline in buying interest in the second half of the year. Despite this, the total number of property transfer in the six special municipalities for the full year still reached a new high in recent years.
b. In pre-construction sale Market
According to presale transaction data, the number of presale transactions in the six special municipalities and Hsinchu County/City dropped sharply by over 40% in the fourth quarter of 2024 compared to the third quarter.
In Q4 2024, the total number of presale transactions in these areas was 11,226 units. the quarteron-quarter declines were as follows:
Taipei City is down 40.3%, New Taipei City is down 59.9%, Taoyuan City is down 45.8%, Taichung City is down 57%, Tainan City is down 46%, Kaohsiung City is down 66.9%, Hsinchu City is down 62.4%.
- (C) Growth Potential:
Housing market
Under the influence of macroeconomic factors, global inflation expectations, and the government's housing market cooling policies, the central bank launched the seventh round of housing market curbs in 2024. This impacted buyer visits and delayed transactions. The overall housing market in 2025 is expected to be characterized by "delayed consumer activity" and a trend of "reduced volume with stable prices."
D. Competitive Niche
-
(A) Abundant operating capital and sound credit rating.
-
(B) Outstanding land development and project sales abilities.
-
(C) Understanding of market demand and stringent product design.
-
(D) Precise control of project quality, progress, and costs.
-
(E) Outstanding management team and sound customer service.
-
(F) Excellent brand image.
-
E. Advantageous and Disadvantageous Factors for Future Developments as well as Response Measures
In 2025, the factors toward real estate, both advantageous and disadvantageous and the countermeasures thereof are as enumerated below:
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Advantageous Factors:
With the central bank taking strong measures to curb properties flipping, the real estate market has cooled. The latest "Taiwan Real Estate Cycle Indicators Quarterly Report" jointly released by Taiwan Realty Estate Co. and the Research Center for Taiwan Economic Development at National Central University shows that the climate score for Q4 2024 was 50.05, down 1.88 points from the previous quarter. It is projected that in the first half of 2025, the market signal will shift from yellow-red to green, indicating a transition from a heated market to one that is more stable and balanced. This suggests that a slowdown in market activity may appear in the second half of 2025.
In terms of total housing prices, data shows that the average estimated total home purchase price across Taiwan in Q3 2024 surpassed NT$14.369 million. With the price-to-income ratio steadily rising, offering smaller-sized housing units is considered a favorable strategy to meet homebuyer demand.
Disadvantageous Factors:
-
(A) Government Policy - On January 3, 2024, the President announced amendments to certain provisions of the House Tax Act, which took effect on July 1, 2024, and will officially be enforced starting May 2025.
-
(B) Rise of environmental awareness - in order to meet the net zero emission goal of 2050, Taiwan is preparing to start levying a carbon fee in 2026. This will mainly affect the steel bar and cement industries, although the construction industry is not in the first wave of carbon levy. However, it still raises concerns about the impact of rising construction costs on housing prices.
-
(C) Cross-Strait Relations - Cross-strait relations are expected to be the greatest uncertainty for the housing market in 2025, posing the biggest challenge to the real estate sector in the second half of the year.
Countermeasures for the Real Estate Market:
- (A) Short-term response: Given persistently high land prices, urban renewal and joint construction projects are adopted to save on land capital. Emphasis is placed on construction quality and aftersales service. Projects are designed with reasonably priced, high space-efficiency products, practical shared facilities, and refined landscape planning. Brand loyalty is cultivated, and project promotions are launched on the official website in advance to collect potential buyer information, aiming to generate strong initial sales momentum upon project launch.
- (B) Long-term response: In metropolitan areas where housing prices remain high, location continues to be a key development consideration. The areas with developed and convenient transportation and living functions are chosen as the preferred locations for projects; on the other hand, emerging redevelopment areas are the first choice With the word-of-mouth effect created by the continuous promotion, we will continue to develop the adjacent land and stay informed about the urban plans of each district to create a strong presence and dominance in specific regions.
- Conclusion: Choose the location of the project carefully, pay attention to the quality of construction, maintain a good reputation for after-sales service, and create brand value.
-
(2) Main Product Purpose and Production Process:
-
(1) Main Product Purpose:
The Company’s main products can be broadly divided into construction, building materials, and wholesale business categories. The construction category can be further divided into residential and commercial buildings. Residential buildings are for use by people. Commercial buildings are sold or rented for users to engage in business activities. Building materials are used for construction projects. Logistics provides a large variety of grocery, clothing, electrical appliances, and fresh goods to meet the needs of consumers.
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(2) Production Process of Main Products:
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Advertisi
developLand researchMarket Planning and marketinng and Housing sales Construction Closing of After-sales
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(3) Supply Status of Main Raw Materials:
The main raw materials for the upstream of the construction industry are land and building materials. The acquisition of land can be achieved through the sale or joint construction of private landlords, or the redevelopment of old residential communities by urban renovation procedures, and the acquisition of stateowned non-public sites through government auctions. Building materials are purchased from professional suppliers or factories.
Regarding and or buildings, the major sources primarily come from large-scale land developers, financial life insurance companies, government agencies or along with a small number of private landlords; there are also a small number of department store operators who buy (rent) land to build their own land or obtain shopping mall buildings through cooperation with government units by means of BOT venture as well as superficies (surface rights) above-ground cases. Although the supply is sufficient, the location or acquisition cost are the focus of assessment.
-
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease:
-
Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years
- and their respective amount and proportion of the goods purchased:
| (4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
(4) Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased, as well as the reasons for the increase or decrease: 1. Customers who have accounted for more than 10% of the total sales revenue of goods in the past two years and their respective amount and proportion of the goods purchased: |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Expressed in Thousand New Taiwan Dollars, % | ||||||||||||
| Item | 2024 | 2025 | 2026 Q1(Note 3) | |||||||||
Name |
Amount | Percentage of Net Annual Sales Revenue (%) |
Relationship With the Seller |
Name |
Amount | Percentage of Net Annual Sales Revenue (%) |
Relationship With the Seller |
Name |
Amount | Percentage to net purchase amount of the current year up to the previous quarter (%) |
Relationship With the Seller |
|
| Other | 23,202,429 |
100 | - |
Other | 29,857,387 |
100 | - |
- |
- |
- |
- |
|
| Net Purchase Amount |
23,202,429 |
100 | Net Purchase Amount |
29,857,387 |
100 | - |
- |
- |
- |
- |
Note 1: List suppliers who have accounted for more than 10% of the total purchase amount in the past two years and their respective sales amount and proportion, suppliers that we are not allowed to disclose as required by the contract or trading parties who are individuals rather than related parties are indicated by code.
-
Note 2: As of the date of release of the Annual Report, the companies that have been listed or whose shares have been traded in the securities firms’ business outlets should disclose the latest financial information that have been audited or reviewed by an accountant.
-
Note 3: As of the publication date of the Annual Report, the certified public accountant attested financial statements for Q1 2025 were still unavailable.
The information related to major suppliers in the past two years is provided as below:
Regarding suppliers who have accounted for more than 10% purchase amount of the Company and its subsidiaries in
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the past two years, the reasons for the increase or decrease are subject to different cases. Generally speaking, changes in major suppliers are due to the progress of contracted cases and the size of the cases.
- Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion:
| 2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
2. Customers who have accounted for more than 10% of total sales revenue in the past two years and their respective amount and proportion: |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Expressed in Thousand New Taiwan Dollars, % | ||||||||||||
| Item | 2024 | 2025 | 2026 Q1(Note 3) | |||||||||
Name |
Amount | Percentag e of Net Annual Sales Revenue (%) |
Relationsh ip With the Seller |
Name | Amount | Percenta ge of Net Annual Sales Revenue (%) |
Relationsh ip With the Seller |
Na me |
Am ount |
Percentage of Net Sales for the Year Ended the Previous Quarter (%) |
Relation ship With the Seller |
|
| Other | 31,817,184 |
100 | - |
Other | 39,312,327 |
100 | - |
- |
- |
- |
- |
|
| Net Sales Revenue |
31,817,184 |
100 | - |
Net Sales Revenue |
39,312,327 |
100 | - |
- |
- |
- |
- |
Note 1: List suppliers who have accounted for more than 10% of the total purchase amount in the past two years and their respective sales amount and proportion, suppliers that we are not allowed to disclose as required by the contract or trading parties who are individuals rather than related parties are indicated by code.
Note 2: As of the date of release of the Annual Report, the companies that have been listed or whose shares have been traded in the securities firms’ business outlets should disclose the latest financial information that have been audited or reviewed by an accountant.
Note 3: As of the publication date of the Annual Report, the certified public accountant attested financial statements for Q1 2025 were still unavailable.
Information related to the major customers in the past two years is provided as below:
Regarding customers who have accounted for more than 10% sales revenue of the Company and its subsidiaries in the past two years, the reasons for the increase or decrease are subject to different cases. Generally speaking, changes in major customers are due to the progress of contracted cases and the size of the cases.
III. Employees:
Employee information in the past two years and by the date of annual report publication.
| Year | Year | 2024 | 2025 | 2026 up to March 31 (Note 1) |
|---|---|---|---|---|
| Number of Employees* |
Construction Business Department |
1,296 | 1,297 | 1,729 |
| Building Materials Business Department |
523 | 523 | 528 | |
| Wholesale Business Department |
171 |
171 | 167 | |
| Other Operation Division |
1,016 | 962 | 1,041 | |
| Total | 3,006 | 2,953 | ||
| Average ages | 45.04 | 45.04 | 3,465 | |
| Average Service Years | 7.47 | 7.47 | 45.85 | |
| Education Distribution Ratio |
Doctorate | 0.37% | 7.33 | 7.21 |
| Master | 7.38% | 0.30% | 0.31% | |
| College | 50.05% | 6.92% | 6.96% | |
| High School and Below |
42.20% | 50.18% | 49.43% | |
| Note 1: Data of the current year as of the Annual Report publication. Note 2: Excluding part-time employees. |
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IV. Environmental Expenditure Information
Any losses or fines incurred (including compensations and violations of environmental protection laws found in environmental audits with information regarding the date of punishment, ticket number, regulations breached, contents of breach, and contents of punishment) due to pollution in the last year and by the date of annual report publication, and disclose the estimated amount at present and in the future and countermeasures, or the method for estimating losses that cannot be estimated, if any):
一 ( ) Losses and fines of the Company and subsidiaries from environmental pollution in the previous year and by the date of annual report publication:
| Type | Punishment Date |
Document No. |
Violated provisions | Contents of violated provisions |
Contents of Punishment |
|---|---|---|---|---|---|
| Noise | 2025/01/10 | Yin-Zi 22--114--010166 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$36,000 |
| 2025/01/14 | Taipei City Environmental Audit 2nd Zhongzhi No. 1143013687 |
In violation of Article 67 of Building Act |
Pouring of grout is conducted during the control period |
A fine of NT$18,000 | |
| 2025/01/14 | Yin-Zi 22--114--030378 | In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 | |
| 2025/02/20 | Yin-Zi 22--114--020302 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$36,000 | |
| 2025/03/03 | Yin-Zi 22--114--030007 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$36,000 | |
| 2025/03/03 | Yin-Zi 22--114--030006 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2025/03/05 | Yin-Zi 22--114--030058 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2025/03/09 | Yin-Zi 22--114--040155 | In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 | |
| Noise | 2025/03/20 | Yin-Zi 22--114--030349 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 |
| 2025/04/16 | Kaohsiung City Environmental Protection Bureau Noise Control Letter No. 22- 114-040019 |
In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$3,000 | |
| 2025/04/23 | Yin-Zi 22--114--060028 | In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 | |
| 2025/05/02 | Yin-Zi 22--114--050011 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 |
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| Type | Punishment Date |
Document No. |
Violated provisions | Contents of violated provisions |
Contents of Punishment |
|---|---|---|---|---|---|
| 2025/05/12 | Yin-Zi 22--114--050101 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2025/05/19 | Yin-Zi 22--114--050157 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2025/05/20 | Kaohsiung City Environmental Protection Bureau Noise Control Letter No. 22- 114-050058 |
In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 | |
| 2025/05/20 | Yin-Zi 22--114--060348 | In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 | |
| 2025/05/23 | Yin-Zi 22--114--050237 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 | |
| 2025/05/29 | Kaohsiung City Environmental Protection Bureau Noise Control Letter No. 22- 114-050381 |
In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 | |
| 2025/09/11 | Taipei City Department of Urban Development Letter No. 11461531642 |
In violation of Article 89 of Building Act |
Pouring of grout is conducted during the control period |
A fine of NT$18,000 | |
| 2025/10/13 | Yin-Zi 22--114--100184 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2025/10/14 | Yin-Zi 22--114--100199 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2025/11/03 | Kaohsiung-city- environment-auditing 11441468300 |
In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$3,000 | |
| 2025/11/16 | Yin-Zi 22--114--110219 | In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 | |
| 2025/11/18 | Yin-Zi 22--114--100236 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2025/12/04 | Yin-Zi 22--114--120050 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2025/12/15 | Environmental Inspection Letter No. 1140163351 |
In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$6,000 | |
| 2025/12/23 | Yin-Zi 22--114--120406 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 |
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| Type | Punishment Date |
Document No. |
Violated provisions | Contents of violated provisions |
Contents of Punishment |
|---|---|---|---|---|---|
| 2025/12/26 | Yin-Zi 22--114--120449 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2025/12/26 | Yin-Zi 22--114--120441 | In violation of Subparagraph 4, Paragraph 1, Article 9 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$18,000 | |
| 2026/02/05 | Yin-Zi 22--115--020164 | In violation of Paragraph 4, Article 8 of Noise Control Standard Act |
Construction project: Noise over the control standard |
A fine of NT$3,000 | |
| Waste | 2025/01/09 | Fei-Zi 41--114--010022 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 |
| February 10, 2025 |
Fei-Zi 41--114--020026 |
In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/04/10 | Fei-Zi 41--114--020036 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/04/15 | Fei-Zi 40--114--040051 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/04/15 | Fei-Zi 40--114--040052 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/05/08 | Fei-Zi 41--114--050024 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/05/26 | Fei-Zi 41--114--050091 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/06/16 | Fei-Zi 40--114--090078 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/07/23 | Fei-Zi 40--114--070085 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/10/02 | Fei-Zi 40--114--100011 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/12/11 | Fei-Zi 40--115--010045 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2026/01/15 | Fei-Zi 40--115--010042 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2026/01/15 | Fei-Zi 40--115--010044 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2026/01/15 | Fei-Zi 40--115--010043 | In violation of Paragraph 2, Article 27 of Waste Disposal Act |
The neighboring roads and sidewalks werepolluted |
A fine of NT$6,000 | |
| 2025/04/07 | Environmental Inspection Letter No. 1140010118 |
Violation of Article 39, Paragraph 1 of the Waste Disposal Act and Article 52 of the same Act |
The Dongshan Plant failed to implement effective preventive measures for vehicles entering and exiting through the side gate of the plant area, resulting in road surface pollution caused by vehicles. |
A fine of NT$1,200 |
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| Type | Punishment Date |
Document No. |
Violated provisions | Contents of violated provisions |
Contents of Punishment |
|---|---|---|---|---|---|
| 2025/06/18 | Fu-She-Zi No. 1140020275 |
Violation of Article 31, Paragraph 1, Subparagraph 2 of the Waste Disposal Act and Article 52 of the same Act |
The Dongshan Plant failed to report records of acceptance and reuse operations for reused waste during the period from October 2022 to March 2023. |
A fine of NT$6,000 | |
| Air Quality |
2025/4/16 | Zhu-Zi 23-114-050005 | Violation of Article 23, Paragraph 2 of the Air Pollution Control Act and Articles 7, 8, and 9 of the Regulations Governing Air Pollution Control Facilities for Construction Projects |
Air pollution control facilities for the construction project did not comply with the regulations. |
A fine of NT$270,000 |
| 2025/05/15 | Fu-Shou-Huan-Ji-Zi No. 1140015041 |
Violation of Article 20, Paragraph 1 of the Air Pollution Control Act and Article 62, Paragraph 1 of the same Act |
The Dongshan Plant failed to properly adjust equipment pressure, resulting in the electrostatic precipitator not effectively collecting particulate pollutants and causingdust emissions. |
A fine of NT$120,000 |
|
2025/06/02 |
Fu-Shou-Huan-Kong-Zi No. 1140017812 |
Violation of Article 20, Paragraph 1 of the Air Pollution Control Act and Article 62, Paragraph 1 of the same Act |
The continuous automatic monitoring facility for particulate matter at the clinker cooler exhaust pipeline (No. P007) of the cement rotary kiln at the Dongshan Plant did not meet the standards. |
A fine of NT$195,000 |
|
| 2025/07/04 | Fu-Shou-Huan-Ji-Zi No. 1140021556A |
Violation of Article 20, Paragraphs 1 and 2 of the Air Pollution Control Act and Article 62, Paragraph 1 of the same Act |
The measured value of odor detection for the emission pipeline (P002) in the cement manufacturing process (M01) at the Dongshan Plant did not meet the standard. |
A fine of NT$270,000 |
|
| 2025/07/04 | Fu-Shou-Huan-Ji-Zi No. 1140021556B |
Violation of Article 20, Paragraphs 1 and 2 of the Air Pollution Control Act and Article 62, Paragraph 1 of the same Act |
The measured value of odor detection for the emission pipeline (P002) in the cement manufacturing process (M01) at the Dongshan Plant did not meet the standard. |
A fine of NT$270,000 |
|
| 2025/09/10 | Fu-Shou-Huan-Kong-Zi No. 1140030508 |
Violation of Article 24, Paragraph 2, and Articles 62 and 63 of the Air Pollution Control Act |
The Dongshan Plant exceeded the approved quantity specified in the stationary source operation permit (G0944-02) for the cement manufacturing process(M01). |
A fine of NT$100,000 |
( 二 ) Estimated amounts that may occurred at present and in the future and countermeasures: Construction Projects: In response to the losses arising out of violations of environmental protection laws and regulations, we will strengthen environmental education and training, environmental awareness, educate employees to appropriately maintain site hygiene,
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and regularly send employees to participate in various seminars organized by the municipal government.
- Yilan Plant: The Company has paid the fine according to the penalty order of the Environmental Protection Bureau, Yilan County. The implementation of zero point and full range tests have established the control SOP, to properly control the NOX over-limit situation. The Company has also conducted self-examination of the odor in the pipelines, as the basis for the improvement of the odor in the plant, to prevent continuous penalties. There is no possible future loss, punishment and compensation.
V. Labor relationship:
(1) The Company’s various employee welfare measures, further education, training, retirement system, and their implementation, as well as labor-management agreements and the measures to maintain the rights and interests of employees:
The Company always attaches great importance to employee welfare and talent training, and abides by laborrelated laws and regulations to protect the rights of employees.
- Employee benefits:
[Health Checkup]
We value the physical health of employees. Therefore, we arrange periodic health checkups for employees better than the regulatory requirements. All permanent employees (director labor) regardless of age receive two health checkups every year. In addition to the results and recommendations of the current checkup, traces of individual indicators in previous checkups are presented in curves for employees to understand the health status at present and the health trend in the last five checkups. By doing so, we aim to facilitate early detection of health anomalies for early intervention, including lifestyle adjustments and treatments. In addition, apart from funding the general checkup items, we arrange self-financed further checkup items and discounts for dependent checkup to provide employees with more options and take care of their family at the same time.
To encourage higher-level employees to pay attention to physical health, we arrange personalized advanced checkups for managers and above aged 40 and older. Apart from the advanced checkup, VPs and higher officers can participate in the annual member healthcare service. Currently, we fund 75% of the fee for advanced checkups and healthcare service.
[Group Insurance]
To maximize our care for employees and the financial support for employees after an accident, apart from the mandatory Labor Insurance and National Health Insurance, we proactively arrange the group life insurance for all permanent employees after their arrivals. We also provide the group medical plan for the spouse and children of employees. Besides funding the full amount of the group insurance premium, we offer discounts for self-financed insurance for permanent employees and their spouse, children, and parents to provide more options and protection for the family of employees after an accident.
[Daily Life Talks]
From time to time we invite medical, insurance, and financial professionals to give talks on popular topics and topics that interest employees. These talks for voluntary participation are organized to provide employees with more channels for direct exchange with experts to learn new knowledge and correct concepts in health care, accident prevention and handling, and financial management.
- 132 -
[Other Benefits]
We have established an employee (staff) welfare committee and a labor union and provide employees with allowances for marriage, birth, funerals, hospitalization, injuries, and disabilities. We also distribute vouchers to employees for the Spring Festival, Labor Day, Dragon Festival, Mid-Autumn Festival, as well as for birthdays. We also subsidize employee travel, departmental reunions, and recreational activities.
The platform and services provided by Shutian Clinic and EAPs (Employee Assistance Programs) included four online and offline briefings, 24 online learning articles, and one employee empowerment training course. Health information on chronic disease prevention was also disseminated periodically to support employee well-being.
The Group has partnered with 4 fitness centers to provide employees with discounted memberships, helping them prevent obesity and manage high blood pressure, high cholesterol, and high blood sugar to maintain good physical health.
Meanwhile, all employees can enjoy a staff discount when shopping at the CITILINK malls and TSUTAYA BOOKSTORE run by this Company.
We value the interaction among employees, their family, and the Company. Through mutual understanding, we hope to let their family understand more about the Company and thereby support employees to work and develop at the Company. Thus, we continuously conduct the new employee travel scheme and Family Day.
-
Employee further education and training: Every year we plan a training budget for employees to improve their professional skills, leadership, and career development. We also encourage them to actively improve their knowledge, participate in external training courses, and actively participate in further education.
-
Pension: A monthly retirement reserve is set aside in accordance with the Labor Standards Act. The Company assesses the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to be qualified for retirement next year, the Company will make contributions to cover the deficit by the end of the following March. Employees are able to select to retire from the new system according to the Labor Pension Regulations. The monthly pension is set aside in the labor pension personal account set up by the Labor Insurance Bureau. Please refer to page 61 of this annual report for the status of retirement system.
-
The Company’s labor policy is founded upon the principle of open communication to create a win-win situation for the Company and employees through the following measures:
-
(1) Comply with the Labor Standards Act and related laws and regulations for the maximum protection of the rights and interests of employees.
-
(2) Provide unfettered and diverse communication channels for employees to freely express their opinion.
-
(3) Fully communicate the Company’s operating conditions and major measures for employees can clearly understand them.
-
(4) Provide employees with adequate training (elite training, internal professional training courses, professional certification, external education, and training expense subsidies, and encouragement of on-the-job training for employees).
-
133 -
- (5) Other benefits such as reasonable employee benefits and compensation (group insurance, uniforms, holiday gifts, employee trips, family day activities, etc.) are provided.
-
(II) Losses arising from labor-management disputes (including the violation of the Labor Standards Act found in the labor inspection) in the most recent year and by the date of annual report publication; and disclose the estimated amounts that may occurred at present and in the future and countermeasures. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided:
-
Nonconformities found in labor inspections of this Company and subsidiaries in the previous year and by the date of annual report publication: None.
-
Future countermeasures and potential expenses:
- Since the Company was established, it has been able to maintain harmonious labor relations and work together for the Company's vision. Therefore, the Company has never suffered losses due to labor disputes in recent years, and it is expected that no damage will be caused by labor disputes in the future
-
134 -
VI. Information Security Management:
-
(I) The managerial framework over information security, policies toward information security; the concrete programs of enforcement and the resources invested into management over information security.
-
The framework over information security,
To strengthen the Company’s information security management and ensure the security of data, systems, and networks, an Information Security Office has been established as a dedicated information security unit, comprising a Chief Information Security Officer, an information security supervisor, and at least two information security personnel, responsible for the planning and execution of information security affairs. The main business model of the Company adopts the PDCA (Plan-Do-Check-Act) cycle management to ensure the achievement of the reliability target and continuous improvement.
==> picture [317 x 194] intentionally omitted <==
----- Start of picture text -----
Chief Information
Security Officer
Information Security
Supervisor
Information Information Security
Security Personnel Personnel
Organizational Structure
----- End of picture text -----
==> picture [388 x 209] intentionally omitted <==
----- Start of picture text -----
Information Security Implementation:
Management: Information security awareness
Formulation of the promotion and personnel
Company’s information education and training
security policies and Implementation of information
security operating security measures
procedures
Risk Improvement:
Risk Assessment:
Improvement of internal Information asset risk
operating procedures assessment
Introduction of external
resources
PDCA management model
----- End of picture text -----
-
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-
Information security policies
The Company's information security management mechanism includes the following three aspects:
-
(1) System specifications: Enactment of the Company information security managerial system to regulate the behaviors of personnel concerned.
-
(2) Hardware setup: Setup of information security managerial system to implement thoroughly information security management measures.
-
(3) Training programs for personnel: Periodical sponsoring information security related educational & training programs to upgrade the entire staff’s awareness of information security.
-
Managerial measures over information security
-
(1) System specifications: Internally, the Company duly enacts information security specifications and system to regulate the information security behaviors of the Company’s personnel. On a regular basis annually, the Company checks and makes sure whether the relevant systems are consistent with laws and ordinances concerned and changes in the operating ambiance with adjustment in real time as necessary.
-
(2) Hardware setup: In order to prevent various threats from external sources, the Company has not only adopted a multi-layer network structure design, but also built various information security systems to enhance the security for the entire information environment.
-
(3) Training programs for personnel: Here at the Company, we provide information security educational & training programs in each and every year. The entire staff members shall participate in the aforementioned educational & training programs once per annum as the minimum. Where an employee is unavailable to participate in the educational & training programs due to duty, the Company additionally provide online training programs course so as to upgrade the internal personnel in their professional skills on information security. If employees fail to complete the annual information security training through either the in-person or online courses mentioned above, the Information Department and the Management Department will monitor and track their progress. This will be included as an evaluation item in their annual performance review.
-
The current information security related implementation measures are as enumerated below:
| Item | Specific management methods |
|---|---|
| Firewall protection | (1) Firewall setup online regulations. Restricting the scope of network services such as website, ftp, and mail. (2) Extra online application to open firewall in case of an extraordinary online requirement. If the user has requirements other than the 80, 443 standard ports, such as video conferencing, remote access, and ftp download, an application must be submitted according to the Internet Permission List. (3) Monitoring analysis on the firewall data report. The firewall system produces weekly information security analysis reports, which are compiled bythe information specialists. |
| User internet access control |
(1) Use automatic website protection system control over the Internet surfing. Restricting the scope of users' access to the network, and automatically blocking illegal websites such as erotica, games, Bitcoin, and gambling. (2) Automatically filter users’ Internet access to websites that may be linked to Trojans, ransomware or malicious program website. The filtering system will automatically filter threatening websites, toxic attachments andprograms,and blockpossible threats. |
| Antivirus software RGP-06-12 |
(1) Use a variety of antivirus software to automatically update the virus pattern to minimize the chance of virus infection. |
- 136 -
| Item | Specific management methods |
|---|---|
| The IT unit will establish the schedule to update the virus code and check the status of the update. |
|
| Operating system updates RGP-06-12 |
(1) The operating system is automatically updated. Whenever not updated for any reason, Information Division will assist in updating. The information center will update the entire system to achieve the goal of overall control and timelyupdate. |
| Email security management |
(1) There is automatic email scanning threat protection system which prevents unsafe attachment files, phishing emails, spam emails. It expands the protection range against malicious links before a user receives emails. The mail access control system has a firewall and SPAM system to detect and divert mail threats for assurance of security. (2) After a personal computer receives an e-mail, the antivirus software scans it for any unsafe files attached. The pre-installed anti-virus software will scan the security attachment automatically. |
| Website protection mechanism |
(1) The website is equipped with a firewall device to block external network attacks. The firewall system automatically blocks various types of attacks such as IPS, Virus, Anti-Bot,and Ransomware. |
| Data Backup Mechanism RGP-06-08 |
(1) All key information system databases are set up with daily integral backups and hourly differential backups. Any abnormalities found in the information retention operation shall be adjusted in a timelymanner if it is determined to be aproblem with the system settings. |
| Off-site Storage RGP-06-08 |
(1) The server and the backup files as well as various information systems are stored separately in a bank. RGP-06 file securityoperation. |
| Important File Upload Server |
(1) All important files of every departments in the Company are uploaded to the server and stored over there and the Information Division will back up and store the same in package. Important files and data are stored in the central file server system and backed up everyday. |
| RGP-06-09 Checklist of Information Center |
(1) Table of the Information Center as the records of inspection including the temperature and humidity of the computer room, data backup, antivirus software update,network flow volume and other records. |
| Disaster recovery plan RGP-06-11 |
(1) As the basis for recovery in the event of systemic error in the information system, in order to reduce the risk of the information system. (2) The IT unit prepares an annual disaster recovery drill plan (model), conducts drills, and keeps drill records. (3) If the exercise results do not meet the expected results, the information unit should review and revise the system recovery plan to improve the risk management capabilityof the information system. |
| Asset computer scrapping procedure |
(1) In line with the implementation of information security, the management of the scrapping of information equipment such as computers is strengthened to avoid the risk of scrapping data leakage. (2) When the computer information equipment is scrapped, the information unit shall complete the list of scrapped data. |
| Outbound mail authorization management mechanism |
For external emails that contain sensitive data or require authorization on behalf of the company, the information unit can set up supervisors at all levels to review the content before releasing the emails. |
-
137 -
-
Procedures to report an information security related event
Here at the Company, an information security related event shall be reported through the procedures as enumerated below. The report and settlement of an information security related incident is handled exactly in accordance with the specifications set forth under the said procedures, as shown in the chart below:
==> picture [375 x 241] intentionally omitted <==
----- Start of picture text -----
Information security
incident occurs
Seek external
Confirm the support
authenticity of
the incident
External vendors
Activate
Internal handling Assist in handling
response
Notify information procedures
personnel
Incident resolution
and Subsequent
status tracking
Major incident
Incident filing
Notify information
security supervisor
Case closure
----- End of picture text -----
- Resources invested in information and communication security management and implementation status:
To enhance the Company’s information security and stable operations, provide reliable information services, ensure the confidentiality, integrity, and availability of information systems, and raise end-user information security awareness, various management operations are implemented:
| Item | Implementation status in 2025 |
|---|---|
| Information Security Awareness |
Published through the announcement system, and company-wide information security awareness campaigns were conducted: Information Security Awareness (2025/05/14) Information Security Awareness (2025/01/08) Information Security Education and Training (2025/08/27) Email Social EngineeringExercise(2025/03/13) |
| Audit Operations |
Information and communication security inspection operations (December 2025) |
| Information SecurityDrills |
Backup system restoration drill (2025/07/25) |
| Joint Defense Organization |
Application for membership in the TWCERT information security alliance has been approved |
| Information Security Meetings |
A total of one information security meeting was held in 2025. At the meeting (2025/05/27), information security matters were reported, with key items as follows: 1. Information security requirements imposed by the competent authority on listed and OTC companies in 2025. 2. Information security framework / implementation process / control methods and evaluation of applied information products. Strengtheningemail defenses toprevent fraudulentpractices. |
-
138 -
-
Implementation of information communication security: (1) Education and training courses:
In 2025, a total of 17 participants attended information and communication security-related seminars and courses, totaling 45 hours.
| Date | Course Name/Certificate | Hours, Number of Participants |
|---|---|---|
| 2025/06/13 | From regulatory requirements to practical implementation: Zero Trust architecture implementation strategy |
1 hour, 3 participants |
| 2025/06/23 | .tw Domain Security Integrated Services Seminar | 1 hour, 3 participants |
| 2025/07/24 | Comprehensive data management to create a new storageparadigm |
3 hour, 5 participants |
| 2025/08/19 | Microsoft Security threat protection new solutions | 5 hour, 3 participants |
| 2025/10/17 | Oracle Database Security Protection | 3 hour, 1 participants |
| 2025/10/17 | Digital Fortress AI Defense Conference | 3 hour, 2 participants |
-
(2) Updates of machinery, equipment and systems:
-
With the advancement of technology and network, the Company relies on the Internet to conduct business transactions. In order to improve efficiency, it has gradually moved towards the digital form. However, the accompanying internal and external attack threats pose a serious threat to the Company's information security, and to avoid data damage and leakage, which may affect the rights and interests of the Company and customers.
The Company's existing network structure is complex and has been in operation for many years. The equipment is old and lacks an internal firewall system. In the event of an information security incident, it cannot effectively defend against threats. Replace old network equipment and add information security equipment to partition network data flow between floors and effectively filter threats from viruses and Trojan horses.
Firewalls are newly added to the Company's floors and mainframe server clusters to isolate network broadcast packets, and various security modules such as IPS, Anti-Virus, Anti-bot, DDos, and ThreatEmulation are used to effectively defend against information security threats.
-
(II) The impairment incurred by a significant information security event, the potential impact and the countermeasures in the most recent year as of the publication date of the Annual Report. Where the impact could not be estimated, elaborate on the fact about why it could not be estimated in a rational manner.
-
The impairment incurred by a significant information security event to the Company and its Subsidiary(ies) in the most recent year as of the publication date of the Annual Report: None.
| Information Security Indicators |
Information security customer complaint incidents |
Incidents of external damage, data theft, or virus threats |
Incidents of information system abnormalities or equipment abnormalities affectingoperations |
|---|---|---|---|
| Number of incidents in 2025(cases) |
0 cases | 0 cases | 0 cases |
-
139 -
-
The potential impact and the countermeasures:
-
The Company has set up a sound information security environment to strengthen information security protection equipment and, on a regular basis, review the information security protection plan. So far, the Company has not suffered losses due to major information security incidents and we anticipate that there will be no damage due to major information security incidents in the future.
-
140 -
VII. Major contracts. As of the publication date of the Annual Report, we have stored key contracts with itemized statements which have been effectively existent.
| Contractual Nature |
Parties | Effective & Ending Dates of Contracts |
Major contents | Restrictions |
|---|---|---|---|---|
| Engineering Contracts |
Ruentex Engineering & Construction Co., Ltd. |
2019-2025 2024-2030 2023-2027 2025-2029 2024-2025 2026-2029 |
Sanchong Metro 6 Case Nangang Star Ruentai Elite Cross Ruentai Sheng Chongqing North Road, Section 2 urban renewal project Banchiao Huangcui Project |
None |
| Lease Contract | PRESICARRE CORPORATION |
Contract signed on May 15, 2003, the lease period has passed 20 years since it was notarized. Renewed in May 2023 with a contract period of 20years |
Real estate lease contract (underground floor 1 and 2 of New World, Taipei), the rent was collected in two phases, the rent of phase 1 was collected when the contract was signed, and rent of phase 2 was collected on Jan 1, 2004. |
None |
| Management Entrustment Contract |
Ruen Fu Newlife Corp. |
July 1, 2016 ~ June 30, 2036 (Renew on expiry date) |
The Company and Ruentex Industries jointly entrusted Runfu to manage the elderly residential building of Ruen Fu, Tamsui, and signed a management entrustment contract. The related expenses were shared by the Company and Ruentex Industries in terms of 60% and 40% shareholding, the contract is described below: 1. Management Fee: Refers to maintenance of facilities and living service administrative cost of the elderly, paid by the Company according to the contract. 2. Commission Expenses: 4% rent of the rental household. |
Management Entrustment Contract |
| Authorized Operating Contract |
CHUAN LIAN Enterprise Co., Ltd. (In June 2025, RT- Mart International Co., Ltd. merged with CHUAN LIAN Enterprise Co., Ltd., with CHUAN LIAN Enterprise Co., Ltd. as the surviving entity, and all rights and obligations were generally assumed by CHUAN LIAN Enterprise Co., Ltd. following the merger.) |
December 2004 ~ February 2030 |
Logistics Division Authorized Operation Contract (Zhonglun Store) The Company has signed an authorized operation contract and entrustment management and procurement contract related to the Zhonglun wholesale store with RT- Mart. The latter is responsible for providing services related to the establishment, operation, and maintenance of the wholesale store. The contract is detailed as follows: 1. Contract period: From August 2004 to December 2009, both parties agreed to extend the contract for 10 years. Subsequently, the parties signed an agreement in December 2019, and the extension was extended to February 2030. 2. Remuneration for procurement and management services: Calculated at 1% of the monthly revenue before taxoftheZhonglunStore. |
During the contract period, if the Company intends to sell, lease, or otherwise dispose of the assets or business of the wholesale store, it shall propose in writing to sell, rent, or transfer the same to RT-Mart at the agreed price. If RT-Mart fails notify the Company of its willingness to accept it within 60 days of receiving the proposal, the Company may lease, sell, or otherwise dispose of the store assets or business to a third party. |
- 141 -
| Contractual Nature |
Parties | Effective & Ending Dates of Contracts |
Major contents | Restrictions |
|---|---|---|---|---|
| Long-term Loan Contract |
Taishin Bank |
2025.12.29- 2027.05.19 |
Mortgage Loan | Stock and guaranteed notes of NT$1.5 billion |
| Long-term Loan Contract |
Bank of Taiwan |
2024.09.10- 2027.09.10 |
Mortgage Loan | Stock and guaranteed note of NT$3,000,000 thousand |
| Long-term Loan Contract |
Bank of Taiwan |
2025.11.13- 2027.11.13 |
Mortgage Loan | Stock and guaranteed notes of NT$2 billion |
| Long-term Loan Contract |
Bank of Taiwan |
2024.09.10- 2027.09.10 |
Mortgage Loan | Stock and guaranteed notes of NT$2 billion |
| Long-term Loan Contract |
Bank of Taiwan |
2025.11.13- 2027.11.13 |
Mortgage Loan | Stock and guaranteed note of NT$600,000 thousand |
| Long-term Loan Contract |
KGI Commercial Bank |
December 10, 2020– December 22, 2027 |
Mortgage Loan | Construction site and guarantee notes amounting to $1,300,000, thousand |
| Long-term Loan Contract |
Mega International Commercial Bank |
2025.12.11- 2027.05.31 |
Mortgage Loan | Stock and guaranteed note of NT$3,000,000 thousand |
| Long-term Loan Contract |
Mega International Commercial Bank |
2025.11.24- 2028.11.24 |
Mortgage Loan | Stock and guaranteed note of NT$2,143,000 thousand |
| Long-term Loan Contract |
Chang Hwa Bank |
2025.11.03- 2027.06.30 |
Mortgage Loan | NTD 3,900,000 thousand of stock and credit contracts |
| Long-term Loan Contract |
Taiwan Cooperative Bank |
2025.01.13- 2027.12.12 |
Mortgage Loan | NT$1,000,000 thousand of stock and loan |
| Long-term Loan Contract |
CTBC Bank |
2025.09.26- 2027.04.30 |
Mortgage Loan | Stock and guaranteed note of NT$1,000,000 thousand |
| Long-term Loan Contract |
CTBC Bank |
2025.09.26- 2027.04.30 |
Mortgage Loan | Stock and guaranteed note of NT$500,000 thousand. |
| Long-term Loan Contract |
CTBC Bank |
2025.11.21- 2028.11.21 |
Mortgage Loan | Stock and guaranteed note of NT$495,000 thousand |
| Long-term Loan Contract |
Bank of China |
2025.10.01- 2027.03.19 |
Credit loan | Open guaranteed note of NT$1,200,000 thousand. |
| Long-term Loan Contract |
Bank SinoPac |
August 6, 2024- August 6, 2026 |
Credit loan | Open guaranteed note of NT$1,000,000 thousand. |
| Long-term Loan Contract |
Mega International Commercial Bank |
2025.12.11- 2027.05.31 |
Credit loan | Open guaranteed note of NT$4,500,000 thousand. |
- 142 -
| Contractual Nature |
Parties | Effective & Ending Dates of Contracts |
Major contents | Restrictions |
|---|---|---|---|---|
| Long-term Loan Contract |
Taiwan Cooperative Bank |
2025.01.13- 2027.12.12 |
Credit loan | Borrowing of $500,000 thousand |
| Long-term Loan Contract |
Bank of East Asia |
2025.12.19- 2027.11.26 |
Credit loan | Open guaranteed note of NT$600,000 thousand |
| Long-term Loan Contract |
DBS Bank |
2025.12.03- 2027.12.16 |
Credit loan | Open guaranteed note of NT$1,000,000 thousand |
| Long-term Loan Contract |
Shanghai Commercial & Savings Bank Ltd. |
September 24, 2024- September 24, 2026 |
Credit loan | Open guaranteed note of NT$ 300,000 thousand. |
| Long-term Loan Contract |
National Agricultural Treasury |
2025.11.24- 2027.08.28 |
Credit loan | Open guaranteed note of NT$ 800,000 thousand. |
| Long-term Loan Contract |
National Agricultural Treasury |
September 28, 2023- September 28, 2026 |
Credit loan | Open guaranteed note of NT$500,000 thousand |
| Long-term Loan Contract |
Chang Hwa Bank |
2025.03.28- 2030.03.28 |
Credit loan | Borrowing NT$267,000 thousand |
| Long-term Loan Contract |
Chang Hwa Bank |
2025.07.29- 2027.27.29 |
Credit loan | Open guaranteed note of NT$ 2,000,000 thousand. |
| Long-term Loan Contract |
Taishin Bank |
2025.12.22- 2027.05.12 |
Credit loan | Open guaranteed note of NT$1,000,000 thousand |
| Long-term Loan Contract |
Taishin Bank |
2025.12.19- 2027.08.06 |
Credit loan | Open guaranteed note of NT$1,000,000 thousand |
| Long-term Loan Contract |
Bank of Taiwan |
2025.08.20- 2033.08.20 |
Credit loan | Open guaranteed note of NT$ 21,000,000 thousand. |
| Long-term Loan Contract |
Bank of Taiwan |
2025.11.13- 2027.11.13 |
Credit loan | Open guaranteed note of NT$ 300,000 thousand. |
- 143 -
Five. Review and Analysis of Financial Condition and Financial
Performance and Risk Matters
I. Financial position:
Analysis of Significant Changes in Assets, Liabilities, and Equity in the Past Two Years
| inancial position: Analysis of Significant Changes in Assets, Liabilities, and Equity in the Past Two Years |
inancial position: Analysis of Significant Changes in Assets, Liabilities, and Equity in the Past Two Years |
inancial position: Analysis of Significant Changes in Assets, Liabilities, and Equity in the Past Two Years |
inancial position: Analysis of Significant Changes in Assets, Liabilities, and Equity in the Past Two Years |
inancial position: Analysis of Significant Changes in Assets, Liabilities, and Equity in the Past Two Years |
inancial position: Analysis of Significant Changes in Assets, Liabilities, and Equity in the Past Two Years |
|---|---|---|---|---|---|
| Expressed in Thousand New Taiwan Dollars | |||||
| Year Item |
2025 | 2024 | Difference | ||
| Amount | % | Note | |||
| Current assets | 57,602,917 |
44,451,869 |
13,151,048 |
29.58% |
1 |
| Property, plant, and equipment |
7,505,147 |
5,548,537 |
1,956,610 |
35.26% |
2 |
| Right-of-use assets | 2,356,379 |
2,540,086 |
(183,707) |
(7.23%) |
|
| Net investmentproperties | 33,719,158 |
45,609,271 |
(11,890,113) |
(26.07%) |
1 |
| Intangible assets | 97,217 |
204,653 |
(107,436) |
(52.50%) |
3 |
| Others Assets | 94,956,412 |
95,610,380 |
(653,968) |
(0.68%) |
|
| Total Assets | 196,237,230 |
193,964,796 |
2,272,434 |
1.17% |
|
| Current liabilities | 27,985,566 |
25,547,465 |
2,438,101 |
9.54% |
|
| Non-current liabilities | 58,494,911 |
56,615,450 |
1,879,461 |
3.32% |
|
| Total liability | 86,477,477 |
82,162,915 |
4,314,562 |
5.25% |
|
| Equity attributed to owners of the parent |
101,286,171 |
101,319,891 |
(33,720) |
(0.03%) |
|
| Capital | 28,442,251 |
28,442,251 |
0 |
0.00% |
|
| Capital surplus | 17,821,400 |
17,817,960 |
3,440 |
0.02% |
|
| Retained earnings | 94,004,815 |
86,735,243 |
7,269,572 |
8.38% |
|
| Other equities | (38,900,846) |
(31,594,114) |
(7,306,732) |
23.13% |
4 |
| Treasurystock | (81,449) |
(81,449) |
0 |
0.00% |
|
| Non-controllinginterest | 8,473,582 |
10,481,990 |
(2,008,408) |
(19.16%) |
|
| Total equity | 109,759,753 |
111,801,881 |
(2,042,128) |
(1.83)% |
Analysis of changes in the percentage of increase or decrease (analysis not applicable if the increase or decrease is less than 20% and the amount of change is less than NTD 10 million). :
(1) Increase in net investment property: mainly due to the completion of the project for rental and lease.
(2) Increase in non-current liabilities: Mainly due to the increase in long-term borrowings.
(3) Decrease in other equities: This is mainly due to the decrease in unrealized gains on valuation of associates recognized in the current period and the reclassification of changes in the overlay approach.
(4) Increase in non-controlling interests: This is mainly due to the increase in the share of profit or loss of the affiliated companies and joint ventures under the equity method.
II. Financial Performance:
Analysis of the Significant Changes in Operating Results in the Past Two Years
Expressed in Thousand New Taiwan Dollars
| Year Item |
2025 | 2024 | Increased (Decreased) Amount |
Percentage of change (%) |
Note |
|---|---|---|---|---|---|
| Operatingrevenue | 39,312,327 |
31,817,184 |
7,495,143 |
23.56% |
1 |
| Operation cost | 29,857,387 |
23,202,429 |
6,654,958 |
28.68% |
1 |
| Grossprofit | 9,454,940 |
8,614,755 |
840,185 |
9.75% |
|
| Operatingexpenses | 2,510,849 |
2,318,328 |
192,521 |
8.30% |
|
| Operating profit | 6,944,091 |
6,296,427 |
647,664 |
10.29% |
|
| Non-operating income and expenses |
7,647,829 |
16,113,410 |
(8,465,581) |
(52.54%) |
2 |
| Net income before tax | 14,591,920 |
22,409,837 |
(7,817,917) |
(34.89%) |
2 |
- 144 -
| Net income of currentperiod | 13,201,333 |
19,904,817 |
(6,703,484) |
(33.68%) |
2 |
|---|---|---|---|---|---|
| Other Comprehensive Income(Loss) Current Period, Net |
(7,998,381) |
(5,199,080) |
(2,799,301) |
53.84% |
3 |
| Total comprehensive income for this period |
5,202,952 |
14,705,737 |
(9,502,785) |
(64.62%) |
3 |
| Net Profit Attributable to Owners of the Parent |
10,725,541 |
16,562,974 |
(5,837,433) |
(35.24%) |
2 |
| Net Profit Attributable to Non- controlling Interests |
2,475,792 |
3,341,843 |
(866,051) |
(25.92%) |
2 |
| Comprehensive Income Attributable to Owners of the Parent Company |
3,389,481 |
11,052,644 |
(7,663,163) |
(69.33%) |
2 |
| Comprehensive Income Attributable to Noncontrolling Interests |
1,813,471 |
3,653,093 |
(1,839,622) |
(50.36%) |
2 |
| Earnings Per Share (EPS) (NT$) |
3.93 |
6.07 |
(2.14) |
(35.26%) |
2 |
-
Note: Description of Ratio Changes (changes below 20% and with an amount below NT$10 million were eliminated):
-
(1) Increase in net operating profit (loss) for the period: mainly due to an increase in gross profit margin.
-
(2) The increase in non-operating income and expenses, profit before tax, profit for the period, profit attributable to owners of the parent, profit attributable to non-controlling interests, comprehensive income attributable to non-controlling interests, and earnings per share: Mainly due to the increase in the share of profit (loss) of associates and joint ventures accounted for using equity method.
-
(3) Decrease in the net OCI and the net comprehensive income of the period: This is mainly because the changes in the unrealized gain on valuation of associates and the re-categorization with the overlay approach decreased.
-
Potential Financial Influence of the Estimated Sales Volume and its Basis and Countermeasures:
-
(1) The projects that can be launched for sales this year by the Company include Botanic Garden Villa, The Silk Court, Ruentex CITY PARK (presale) , Huashan Songjiang (presale) , Ruentex Forest (presale) ,and yin siang zuo an (presale). In addition to the above, the Company has a number of joint construction projects in progress in the hopes of creating benefits for the Company in the most cost-effective manner.In terms of commercial real estate, the shopping malls of the subsidiaries, Ruentex Xu-Zhan and Ruentex Bai-Yi have continuously launched various marketing programs to attract people and maintain stable profits. The introduction of DON DON DONKI, a Japan-based company, in the Ruentex Xu-Zhan CITYLINK NANGANG store sell imported Japanese vegetables, and introduce well-known restaurant brands such as McDonald's, Qing Hua Jiao, NARA, and Sushiro to enhance the mall's appeal and increase its revenue. The subsidiary, Ruentex Construction, has opened the Citylink SongShan second shop, Citylink Neihu shop, and the franchise business, TSUTAYA BOOKSTORE. The Tsutaya Bookstores in Songshan and Nangang were renovated by adopting Japan’s Share Lounge. The subsidiary Ruentex Innovative Development has completed the "Yucheng Plaza" project, with floors 3 to 18 leased through signed contracts, ensuring stable rental income.
-
(2) For the hypermarket business, as of 2024, the hypermarket segment only had Zhonglun store. In view of the increasing competition in the domestic consumer market, the Company has made a comprehensive upgrade and adjusted the sales business to meet the needs of customers. The introduction of Shop within shop Nitori and Decathlon, with the hope of attracting consumers' attention, creating more customer sources and improving overall sales through modern stores.
-
145 -
III. Cash Flow
(1) Changes in Consolidated Cash Flow in the Previous Year:
Unit: In Thousands of NTD
| (1) ChangesinC | onsolidated Cash F | lowinthePreviou | sYear: | Unit: In Thousands of NTD | Unit: In Thousands of NTD |
|---|---|---|---|---|---|
| Beginning Cash Balance |
Annual Net Operating Cash Flow |
Annual Net Investing and Financing Cash Flow |
Cash Balance (insufficiency) |
Remedy for Cash Shortage | |
Investment Plans |
Financial Management Plans |
||||
| $5,923,952 | $5,380,006 | ($5,958,030) | $5,345,928 | - | - |
| (1) Net cash inflow from operating activities amounted to approximately NT$5,380 million, mainly due to the receipt of dividend income from investments accounted for under the equity method and the sales and handover of units for projects during the current period, including Ruentex Dunfeng, Ruentex Zuo An Life, Ruentex Da’an Fuyang, and Ruentex Feng Zuo An. Additionally, the impact of exchange rate fluctuations amounted to approximately NT$36 million. (2) Net cash outflow from investing activities amounted to approximately NT$890 million, mainly due to increases in investments accounted for using the equity method and investments in property, plant, and equipment. (3) Net cash outflow from financing activities amounted to approximately NT$5,068 million, mainly due to the distribution of cash dividends during the current period and the acquisition of equity interests in subsidiaries. |
| increases in investments accounted for using the equity method and investments in property, plant, and equipment. (3) Net cash outflow from financing activities amounted to approximately NT$5,068 million, mainly due to the distribution of cash dividends during the current period and the acquisition of equity interests in subsidiaries. |
increases in investments accounted for using the equity method and investments in property, plant, and equipment. (3) Net cash outflow from financing activities amounted to approximately NT$5,068 million, mainly due to the distribution of cash dividends during the current period and the acquisition of equity interests in subsidiaries. |
increases in investments accounted for using the equity method and investments in property, plant, and equipment. (3) Net cash outflow from financing activities amounted to approximately NT$5,068 million, mainly due to the distribution of cash dividends during the current period and the acquisition of equity interests in subsidiaries. |
increases in investments accounted for using the equity method and investments in property, plant, and equipment. (3) Net cash outflow from financing activities amounted to approximately NT$5,068 million, mainly due to the distribution of cash dividends during the current period and the acquisition of equity interests in subsidiaries. |
increases in investments accounted for using the equity method and investments in property, plant, and equipment. (3) Net cash outflow from financing activities amounted to approximately NT$5,068 million, mainly due to the distribution of cash dividends during the current period and the acquisition of equity interests in subsidiaries. |
increases in investments accounted for using the equity method and investments in property, plant, and equipment. (3) Net cash outflow from financing activities amounted to approximately NT$5,068 million, mainly due to the distribution of cash dividends during the current period and the acquisition of equity interests in subsidiaries. |
|---|---|---|---|---|---|
| (2) Analysis of Cash Liquidity in the Next Year: Unit: In Thousands of NTD |
|||||
| Beginning Cash Balance |
Estimated Cash Balance (insufficiency) |
Annual Net Investing and Financing Cash Flow |
Estimated Remedy for Cash Shortage |
Possible Remedy Measure Taken for the Shortage |
|
Investment Plans |
Financial Manageme nt Plans |
||||
| $5,345,928 | ($3,941,051) | $2,785,934 | $4,190,811 |
- | - |
| (1) Operating activities: In the upcoming year, a variety of business operations and development projects will be carried out continually in succession. The business operating activities are anticipated to yield a net cash outflow amounting to approximately NT$3.941 billion. (2) Investment activities and fundraising activities: The investing activities and financing activities in the upcoming year are anticipated toyield a cash outflow amountingto approximatelyNT$2.786 billion. |
IV. Influence of major capital spending on financial position and operation in recent years: NA.
V. Re-investment policies, main causes of profit or loss, and improvement plans in the previous year, and investment plans in the next year:
-
(I) We invest, on principle, in public companies with steady operations and industries in relation to the business of this Company with developmental potential. We will still focus on investments in companies with a wellestablished financial structure and assess investments carefully and conservatively to ensure the success of investment diversification.
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(II) Profit and Loss of Investees in 2025:
| Name of Investee | Main business items | Gain (Loss) in 2025 |
Main Reasons for Gain or Loss | Improvement Plans |
|---|---|---|---|---|
| Ruentex Construction International (B.V.I) Co., Ltd. |
General Investment | 83,990 | Mainly due to the recognition of interest income in the current year. |
NA |
| Ruentex Interior Design Inc. |
Design and construction of interior decoration and garden greening |
291,240 | The increase in operating income was main reason for profit. |
NA |
| Ruentex Property Management & Maintenance Co., Ltd. |
Property Management and Maintenance Services |
14,660 | Recognition of the profit from long-term shares investment in non-operating income was the main reason for the gain. |
NA |
| Ruen Fu Newlife Corp. |
Senior Citizen’s housing and buildings general affairs administration |
(9,939) | Low occupancy as a result of the age increase of residents, withdrawal rate increase, and vacancy rate increase were themain reasonsfortheloss. |
Continue to raise occupancy and control expenses. |
| Ruentex Security Co., Ltd. |
Private Security Service |
33,569 | Recognition of the profit from long-term shares investment in non-operating income was the main reason for the gain. |
NA |
| Ruentex Construction International Co., Ltd. |
Operating shopping center, self-operated counter, commercial real estate leasing, residential buildings and building rental and sale business development and Enterprise Management consultantBusiness |
(459,598) | Primarily to align with the parent company's accounting policies regarding fair value adjustments |
NA |
| Ruentex Xuzhan Co. Ltd. |
Mall Operations and Commercial Property Leasing |
488,470 |
Mainly due to profit from operation of shopping malls and lease of commercial real estate. |
NA |
| Ruentex Baiyi Co., Ltd. |
Mall Operations and Commercial Property Leasing |
454,856 |
Mainly due to profit from operation of shopping malls and lease of commercial realestate. |
NA |
| Ruentex Innovative Development Co. Ltd. |
Congregate housing and commercial building rental and sale development and investment management consultant |
380,248 |
The profit was due to the recognition of changes in fair value upon the completion of the construction project. |
NA |
| Ruentex Engineering & Construction Co., Ltd. |
Contract of construction and civil engineering |
3,340,115 |
Despite the influence of the macro environment, the performance in both revenue and profit was up to the standard among competitors. Apart from implementing existing projects, we will continue to increase the value and characteristics of differentiation to constantly increase the income from new projects. |
NA |
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| Name of Investee | Main business items | Gain (Loss) in 2025 |
Main Reasons for Gain or Loss | Improvement Plans |
|---|---|---|---|---|
| Ruentex Materials Co., Ltd. |
Production and distribution of buildingmaterials |
277,969 | Mainly due to the increase in operating revenue. |
NA |
| Gin-Hong Investment Co., Ltd. |
General Investment | 91,596 | The profit from investments increased mainly because of the equity distribution of investee Ruentex Industries Ltd. |
NA |
| Ruen Chen Investment Holdings Ltd. |
General Investment | 25,752,568 | The profit from investments of investee Nan Shan Life Insurance. |
NA |
| Concord Greater China Ltd. |
General Investment | 273,950 | It is a general investee with gains mainly from recognizing the profit on re- investinginSun ArtRetail. |
NA |
| Shing Yen Construction & Development Co., Ltd. |
Congregate housing and commercial building rental and sale and operation of department store business |
(7,559) | Mainly due to the fair value loss from the evaluation of the invested company's commercial real estate. |
NA |
| Sunny Friend Environmental Technology Co., Ltd. |
Waste Disposal and Manufacture of Pollution Prevention Equipment |
582,864 | The profit from the reinvestment in waste treatment and pollution prevention equipment manufacturing is due to the stable business volume of the Company. |
NA |
| Ruentex Industries Ltd. |
Spinning, Textiles, and Manufacturing, Processing and Sales of Garments |
7,210,030 | Main Reasons for Profit: (1) Recognition of the profit from investments of Concord Greater China Ltd. and Ruentex Development using the equity method. (2) Recognition of the gain from investment in Ruen Chen Investment Holdings. |
NA |
| Nan Shan Life Insurance Co., Ltd. |
Personal insurances, such as life insurance, health insurance, damage insurance and annuity. |
28,968,948 | Mainly due to the stable income from insurance policies and gains on disposal of financial assets. |
NA |
| Ruentex Construction International Ltd. |
General Investment | (514) | Mainly due to the increase in operating expenses. |
Expenditure reduction. |
| Sinopac Global Investment Ltd. |
General Investment | 81,805 | Recognition of the profit from investments of Concord Greater China Ltd. and Ruentex Development using the equity method. |
NA |
| Ruen Yang Construction Co., Ltd. |
Civil Engineering Projects |
292 | The increase in operating income was main reason for profit. |
NA |
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VI. Risk Analysis and Assessment (the previous year until the date of report publication)
-
(I) Influence on gains/losses of changes in interest rate and exchange rate and inflation, and future countermeasures:
- Due to the higher loan volumes in 2025 compared to 2024 and the gradual rise in market interest rates following the Central Bank’s interest rate hikes since March 2022, interest expenses in 2025 were higher than those of the previous year. We will continue to monitor the impact of changes in interest rates on income and implement relevant countermeasures as necessary. The influence of the exchange rate is lower, as we are basically in an industry for domestic demands. Currently, the influence of inflation is still insignificant. We will keep track of commodity price volatility constantly and take relevant countermeasures as necessary.
-
(II) Policies, main reason(s) for gains/losses, and future countermeasures for engaging in high-risk and high-leverage investments, lending, offering guarantees and endorsements, and derivatives investments:
- Policies, main reason(s) for profits or losses, and future countermeasures for engaging in highrisk and high-leverage investments and derivatives investments: We prohibit engagement in high-risk and high-leverage investments. Investments in derivatives aim for hedging and are conducted with respect to related laws and
regulations of the regulations of this Company.
-
Policies on lending of funds to others and endorsement/guarantees, the main reasons for profit or loss, and future countermeasures: The Company handles matters relating to the lending of funds to others or the provision of endorsements/guarantees in accordance with the relevant laws, regulations, and the Company’s internal rules, and no losses have been incurred. As of the Annual Report’s printing date, the subsidiary Ruentex Engineering & Construction Co., Ltd. has provided a guarantee for the bank borrowings of another subsidiary, Ruentex Materials Co., Ltd., in the amount of NT$88,368 thousand.
-
The countermeasures in the future: In the days and years ahead, the Company will still focus on its principal business lines and tries not to engage in any transactions subject to high risk, high leverage investment and transactions in derivative financial instruments. Toward the beneficiaries of endorsements/guarantees, the Company shall continually track and evaluate to prevent any potential adverse impact upon the Company to minimize all sorts of potential operating risks.
-
(III) The future research & development plans and the fees anticipated to be invested into research & development: The Company's Subsidiary(ies) is(are) ready to invest NT$97,340 thousand into research & development in 2025 toward two major research & development aspects as enumerated below:
-
Low-carbon and sustainable construction:
-
(1) Conduct carbon inventory and establish carbon emission database.
-
(2) Establish carbon reduction and sustainability goals.
-
(3) Application for the Low-Carbon Engineering Act.
-
Technology development, improvement, introduction and promotion:
-
(1) Development, improvement, or introduction of technologies in line with the needs of construction, design, and manufacturing departments.
-
(2) Technology promotion: Regularly share the R&D results with site supervisors and collect site feedback.
-
-
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-
(IV) The impact resulting from changes in major policies and laws at home and abroad on the Company’s business operations and finances: In 2025, the changes in major policies and laws at home and abroad did not have a significant impact on the Company’s business operations or finances. The Company will continue to stay vigilant regarding any changes in major policies and laws that might have a significant impact on the Company’s business operations and finances.
-
(V) A impact resulting from a technical change (including a risk upon information security) and a change in industry upon the Company’s finance and business and the countermeasures: Here at the Company in response to the earth’s environmental protection and Taiwan’s seismic geological structure, we prudentially map out environmental protection and earthquake-proof structures to launch cases to satisfy customer needs.
-
(VI) Influence of market presence changes on crisis management and countermeasures: By the date of annual report publication, there is no report of the influence of market presence change on crisis management.
-
(VII) Expected benefits and potential risks of mergers and acquisitions: NA.
-
(VIII) Expected benefits and potential risks of factory expansion and countermeasures: NA.
-
(IX) Potential risk of procurement or sales centralization and acquisitions: Apart from land development and investment in the construction of housing, villa, and commercial buildings, MRT joint development projects, and station BOT and commercial property development projects, our major scope of business does not cover sales centralization. In procurement management, we carefully assess the quality, technology, and operational performance of constructors before contracting and implement strict control of project schedules and service quality to ensure the construction quality of each project.
-
(X) The impact, risks resulting from a massive transfer or change in equity by a director and supervisor or a key shareholder holding more than 10% of the total shares upon the Company and the countermeasures: As of the publication date of the Annual Report, a massive transfer or change in equity did not take place at all.
-
(XI) Influence and risks of management changes and countermeasures: NA.
-
(XII) Litigious or non-litigious events: None.
-
(XIII) Other significant risks and countermeasures:
-
Information security related risks and the control measure therefor
-
(1) Here at the Group, we have duly enacted the “Operating Procedures on Management over Information Security”. Aiming at information storage and processing, transmission, access control, equipment security and the like, we have set up concrete management specifications to minimize potential information security risks. Such efforts well facilitate the normal operation of our information systems. In response to the management and audit over the Company’s information security, we have duly worked out the Company’s information security specifications along with sound managerial plans, including notably regulations for implementation and enforcement rules thereof, operating plans and penalty clauses to facilitate standardized management and audit over Internet information security.
-
(2) Given the fact that information security insurance is still a newly emerging type of insurance involving information security level testing agencies, insurance claim identification agencies and non-claim conditions and other matching measures concerned. We, therefore, are still carrying out assessment over information security related insurance policy(ies). Here at the Company, we have duly implemented concrete risk control and management pursuant to the information security
-
150 -
specifications. Subsequently our target is to put forth continued efforts to strengthen information security protection to set up concerted protection mechanism, in particular the efforts to train and cultivate high-quality information security talents to upgrade their professional functions and enact relevant cultivation & training programs to carry out information security advocacy and audit operation with continued and uninterrupted efforts. In turn, we shall upgrade entire staff in their information security literacy and strengthen information security.
- Throughout 2025 and up to the date of the Annual Report’s publication, no events causing a significant financial impact were reported, nor was there any recorded involvement in related litigious events or supervisory investigations.
VII. Other material information: NA.
- 151 -
Six. Special Notes
I. Information of Affiliates
-
(I) Consolidated Business Reports of Affiliates:
-
For relevant information, please visit the MOPS website (https://mops.twse.com.tw) and select "Download of Electronic Documents/Related Company Three Statements" for each company.
-
(II) Consolidated Financial Statements of Affiliates: The affiliates included in the 2025 Consolidated Financial Statements are identical to those required by the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards Board (IASB), International Accounting Standards (IAS), and Standing Interpretations Committee (SIC) accredited by the FSC. In addition, the information required to be disclosed by affiliates in their Consolidated Financial Statements has been incorporated into the Consolidated Financial Statements of the parent company. Therefore, no separate Consolidated Financial Statements for affiliates will be published.
(III) Affiliation Report: NA.
- II. Private Placements of Securities in the Previous Year and by the Date of Report Publication: NA.
III. Other Required Supplementary Notes: NA.
Seven. Events with material impacts on equity or stock price as specified in Item 2, Paragraph 2, Article 36 of the Securities and Exchange Act in the previous year and by the date of report publication: NA.
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I. Spokesperson and Deputy Spokesperson:
Name of Spokesperson: Po-Yu Chen Position title: Assistant Vice President Phone: (02) 8161-9888
Email: [email protected]
Acting Spokesperson: Chin-Tzu Lin Title: Vice President Phone: (02) 8161-9888 Email: [email protected]
II. Address of Headquarters:
Address: 11F-1, No. 308, Sec. 2, Bade Rd., Taipei City Phone: (02) 8161-9888
III. Address of Zhonglun Branch:
Address: B3, No. 306, Sec. 2, Bade Rd., Taipei City
Phone: (02) 2779-0006
IV. Shareholders Service Agency:
Name: Shareholders Service Office of the Company. Address: 12F, No. 308, Sec. 2, Bade Rd., Taipei City Phone: (02) 8161-7999
Website: https://www.rt-develop.com.tw
V. External Auditors of Financial Statements of the Most Recent Year:
Name of CPA: Chin-Lien Huang & Shu-Chiung Chang Name of CPA Firm: PwC Taiwan Address: 27F., No. 333, Sec. 1, Keelung Rd., Taipei City
Phone: (02) 2729-6666
Website: https://www.pwc.tw
V. Name of overseas exchange where securities are listed, and the methods for inquiring the foreign-listed securities: None.
VII. Company website: https://www.rt-develop.com.tw
153
Ruentex Development Co., Ltd.
2025 Annual Report
Chairman:Jean, Tsang-Jiunn
Printed on April 15, 2026
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