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SanDi Annual Report 2025

May 29, 2026

51801_rns_2026-05-29_29a86ef8-e455-4fd0-94ef-61b9b2efe0bb.pdf

Annual Report

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Stock Code: 1438

San Di Properties Co., Ltd.

2025 Annual Report

Market Observation Post System: http://mops.twse.com.tw
San Di Annual Report is available at: https://www.sandirealestate.com.tw
Printed on May 15, 2026

Disclaimer

This English-version Annual Report is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.


I. Spokesperson and Deputy Spokesperson:
Spokesperson: Chung, Yu-Lin
Title: Chairman
Deputy Spokesperson: Chuan, Chun-Yu
Title: President
Tel: +886 7 225-9599
E-mail: [email protected]

II. Corporate Headquarters:
Address: 16F.-3, No. 175, Zhongzheng 2nd Rd., Lingya Dist., Kaohsiung City
Tel: +886 7 225-9599

III. Common Share Transfer Agent and Register:
Company: Agency Department of CTBC Bank
Address: 3F., No. 83, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City
Website: https://www.ctbcbank.com.tw
Tel: +886 2 6636-5566

IV. Auditors:
CPA's name: Yu-Lun Kao and Yung Hsiang Chen
Auditing Firm: KPMG Taiwan
Address: 12F.-6, No. 211, Zhongzheng 4th Rd., Qianjin Dist., Kaohsiung City
Website: https://kpmg.com/tw
Tel: +886 7 231-0888

V. Overseas Securities Trade & Exchange Information: None.

VI. Company Website: https://www.sandirealestate.com.tw


Table of Content

Page

I. Letter to Shareholders ... 01

II. Corporate Governance Report

2.1 Directors and Management Team ... 05
2.2 Remuneration Paid to Directors, President and Vice President in 2023 ... 12
2.3 Implementation of Corporate Governance ... 16
2.4 Audit Fee Information ... 39
2.5 Information Regarding the Change of Accountant ... 39
2.6 The Company’s Chairman, President, Chief Financial Officer or Chief Accounting Officer Who Has Worked for the CPA’s Firm or Its Affiliates during the Last Fiscal Year ... 39
2.7 Status of any Transfer of Shareholdings and Changes in Equity Pledge from the Directors, Managers and Shareholder(s) Holding More Than 10% of the Shares up to the publishing date of the annual report in the Most Recent Years ... 39
2.8 Relationship Among the Top Ten Shareholders ... 40
2.9 The Number of Shares Held by the Company, the Directors, Managers, and Businesses Directly or Indirectly Controlled by the Company in the Same Joint Venture, and the Combined Shareholding Percentage ... 40

III. Capital and Shares

3.1 Capital and Shares ... 41
3.2 Issuance of Corporate Bonds ... 44
3.3 Preferred Shares ... 45
3.4 Issuance of Global Depositary Shares ... 45
3.5 Status of Employee Stock Option Plan ... 45
3.6 Number of Employee Restricted Stock Granted ... 45
3.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions ... 45
3.8 Funding Plans and Implementation ... 45

IV. Operational Highlights

4.1 Business Activities ... 46
4.2 Market and Sales Overview ... 50
4.3 Number of Employees, Average Service Years, Average Age and Educational Background Distribution Ratio of Employees in The Past Two Years and As of The Publication Date of The Annual Report ... 52
4.4 Environmental Protection Expenditure ... 53
4.5 Labor Relations ... 53
4.6 Cyber Security Management ... 54
4.7 Important Contracts ... 57

V. Review and Analysis of Financial Status and Financial Performance and Risk Matters

5.1 Financial Position Analysis ... 58
5.2 Financial Performance Analysis ... 58
5.3 Cash Flow Analysis ... 59
5.4 Major Capital Expenditure Items on the Financial Operations during the Last Fiscal Year ... 59
5.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plan for the Coming Year ... 59
5.6 Analysis of Risk Management and Assessment up to the Date of Publishing the Annual Report ... 60
5.7 Other Important Matters ... 61


VI. Special Disclosures

6.1 Summary of Affiliate Companies in the Last Years ...62
6.2 Private Placement Securities during the Last Fiscal Year and Until the Publishing date of the Annual Report...62
6.3 Other Necessary Supplementary Explanations ...62
6.4 Any matter that has material effect on the shareholders’ equity or the price of securities as set out in Article 36, Paragraph 3, Item 2 of the Company Law during the last fiscal year and until the publishing date of the annual report...62


  • 1 -

I. Letter to Shareholders

Dear Shareholders,

Thank you for your full support to the San Di Properties Co., Ltd. (hereinafter referred to as "the Company") in the past year. On behalf of the Company, I would like to express my deepest respect and gratitude to the shareholders!

The Operational Results for the year 2025

I. Business plan implementation results

In 2025, the company's operating revenue was NT$1,259,124,000, an increase of 7.93% compared to NT$1,166,647,000 in 2024. Gross profit in 2025 was NT$378,032,000, an increase of 137,366.18% compared to NT$275,000 in 2024. Net profit in 2025 was NT$300,745,000, an increase of 1,138.02% compared to net operating loss of NT$28,973,000 in 2024. Net profit before tax in 2025 was NT$179,847,000, an increase of 227.46% compared to net loss before tax of NT$141,104,000 in 2024. Basic earnings per share in 2025 were NT$1.74.

Unit: NTD in Thousands; %

| Year
Item | 2025 | 2024 | Increase (Decrease)
Amount | Variation
Rate(%) |
| --- | --- | --- | --- | --- |
| Operating Income | 1,259,124 | 1,166,647 | 92,477 | 7.93 |
| Operating Gross Profit | 378,032 | 275 | 377,757 | 137,366.18 |
| Operating Gains (Loss) | 300,745 | (28,973) | 329,718 | 1,138.02 |
| Non-operating Income and
Expenses | (120,898) | (112,131) | (8,767) | -7.82 |
| Net Gains (Loss) Before Tax | 179,847 | (141,104) | 320,951 | 227.46 |
| Net Gains (Loss) Current Period | 194,020 | (140,926) | 334,946 | 237.68 |

II. Budget execution status

The company did not publicly disclose its financial forecasts for 2025, but the overall actual operating situation was roughly in line with the company's internal operating plan.

III. Financial Income and Expenditure and Profitability Analysis

Unit: NTD; %

| Year
Item | | 2025 | 2024 |
| --- | --- | --- | --- |
| Financial
Structure | Debt to Assets Ratio (%) | 78.23 | 76.92 |
| | Long-term Fund to Property, Plants and Equipment Ratio (%) | 13,508.73 | 37,473.95 |
| Profitability | Return on assets (%) | 2.07 | (0.17) |
| | Return on equity (%) | 6.36 | (5.86) |
| | Net Profit Before Tax as a Percentage of Paid-in Capital (%) | 16.17 | (12.69) |
| | Net profit margin (%) | 15.40 | (12.08) |
| | Earnings per share (NTD) | 1.74 | (1.54) |

IV. Status of Research and Development

In terms of land development, we select areas with development potential. In addition to self-construction, we actively strive for surface rights, joint development and sales, urban renewal and dangerous and elderly projects for cooperative development. In terms of project layout, we adapt to market adjustments and meet the needs of factories and commercial offices. In addition to the original collective residential buildings, we add independent factories, factory offices, corporate headquarters, commercial offices, warehouses, etc. We respond to and study relevant laws and regulations at any time to keep up with the unpredictable market trends; currently, land development areas are concentrated in Kaohsiung City and Tainan City.


Regarding the financial management, the Company adopts flexible fund procurement and allocation strategies. In addition to financing from financial institutions, we operate fund procurement through methods such as cash increases, private placements, corporate bonds, etc. Additionally, we collaborate with peers through methods like joint construction and joint development to increase revenue and reduce the need for funds.

Regarding the construction technology, the Company is gradually introducing construction management consultants to ensure construction quality and progress. Simultaneously, we actively cultivate in-house supervision and construction capabilities to achieve independent management. Regarding the reduction of construction waste, we start from the source by strengthening the classification of construction site waste and reviewing waste data, promoting the use of recycled products to reduce waste. Additionally, we assess the use of new construction methods such as aluminum formwork to decrease waste generated during the construction process.

Regarding the sales management and customer service, sales are all entrusted to professional sales agents or intermediaries. To improve individual sales performance and after-sales service quality, we plan to rigorously select professional sales agencies in the future. We will also demand strict professionalism from frontline sales staff and enhance their service attitude through training. Additionally, we will select and train after-sales service personnel ourselves to ensure the quality of after-sales service.

Business Plan for 2026

I. Operating Principles

  1. Actively carry out the construction planning of the purchased land, promote construction projects and land development, and expand the scale of the Company's proposals.
  2. Strictly control the construction progress and strengthen the construction quality.
  3. Improve the Company's revenue and profitability.
  4. Activate idle assets to increase cash inflow.
  5. Actively seek land rights, joint construction and separate sales, urban renewal, and cooperative development of old and dilapidated housing projects.

II. Important Production and Marketing Policies

  1. Establish a profit center management system to save various costs and operating expenses.
  2. Implement the effective use of various resources, improve product quality, and increase profitability.
  3. Strengthen market analysis, launch products that meet consumer needs, and increase added value.
  4. Enhance corporate image, actively develop a diversified product range, and increase market share.

III. Expected Construction Quantity and Basis

  1. The Company following are the construction projects underway in 2025:

(1) The construction projects for the Mingyi Section of Hsiaokang District, Kaohsiung City covers an area of 586 pings (1 ping = 3.3058 square meters). It is expected to build fifteen-story buildings above ground and three-story basement buildings underground, with a total of 88 households and 91 parking spaces.

(2) The construction projects for the Guonan Section, South District, Tainan City, covers an area of 835 pings (1 ping = 3.3058 square meters). It is expected to build fifteen-story buildings above ground and four-story basement buildings underground, with a total of 142 households and 151 parking spaces.

(3) The construction projects for the Sancuaicuo Section of Sanmin District, Kaohsiung City covers an area of 2,139 pings (1 ping = 3.3058 square meters, total area of 7,971,10 square meters). It is expected to build thirty-one-story buildings above ground and six-story basement buildings underground, with a total of 643 households and 805 parking spaces.

(4) The construction projects for the base area of Pingshi Section, East District, Tainan City covers an area of 1,649 pings. It is expected to build fifteen-story buildings above ground and three-story basement building underground, with a total of 293 households and 329

  • 2 -

parking spaces.

(5) The construction projects for the Wusheng Section, West Central District, Tainan City, covers an area of 1,521 pings (1 ping = 3,3058 square meters). It is expected to build Twenty-one-story buildings above ground and four-story basement buildings underground, with a total of 232 households and 296 parking spaces.

(6) The construction projects for the Haichien Section, Annan District, Tainan City, covers an area of 157 pings (1 ping = 3.3058 square meters). It is expected to build four-story buildings above ground and with a total of 4 households.

  1. The Company's annual sales plan for construction projects in future years will be as follows:

(1) The construction projects for the eastern section of Hougang, Renwu District, Kaohsiung City, covers an area of 923 pings. It is expected to build a 14-story above-ground and 3-story underground shop-collecting residential building with a total of 132 households and 145 parking spaces.

(2) The construction projects for the North Section of Kanjiao, Rende District, Tainan City, the site covers an area of 10,706 pings. It is planned to build a 15-16-story above-ground and 3-story underground Smart Technology Park with a total of 292 households and 1,702 parking spaces.

(3) The construction projects for the Lot No. 32, Pingshi Section, East District, Tainan City, covers an area of 1,926 pings. It is expected to build a 15-story above-ground and 4-story underground shop-collecting residential building with a total of 482 households and 483 parking spaces.

Future Development Strategy of the Company

While marketing strategies and developing possible businesses, the Company has established a profit center management system, and there is a hope to save various costs and operating expenses more efficiently. The Company will continue to uphold the business philosophy of innovation, quality and service, with a professional attitude, under the quality requirements of the operation process, plan safe, stable, humanized, technologically superior products, and aim to provide the most perfect customer service, continue to develop and comprehensively improve quality, in order to achieve the concept of sustainable management of the enterprise.

The Impact of External Competitive Environment, Regulatory Environment, and Overall Business Environment

I. Impact of External Competitive Environment

The global economy and trade are still affected by inflation and high interest rates. Terminal demand has not yet shown significant recovery. The central bank's interest rate hike cycle is nearing its end, and the interest rate policy is shifting to neutral. The effects of gradually rising mortgage rates and tight liquidity continue to suppress overall market enthusiasm.

In the construction industry, the government continues to introduce measures to curb speculation and improve the housing market, guiding the market towards stable development based on rigid demand. In areas with more supply, there may be room for price correction. In addition, Tainan and Kaohsiung are driven by public construction such as science parks, forward-looking plans and major investment projects. The use of infrastructure to drive industrial development can improve living functions and increase per capita income. Although it will also cause construction costs to continue to rise, the future outlook for the real estate market will be stable and positive.

Environmental issues are increasingly being taken seriously, and companies are considering various management systems from a local perspective. By adopting "green management" to enhance competitiveness, companies aim to achieve the goal of a green environment while maintaining high-quality living standards and reasonable profits.

II. Impact of Regulatory Environment

The government is implementing amendments to the " Equalization of Land Rights Act " regarding transaction regulations. The revisions include limitations on reselling presold or newly built houses after signing contracts and the introduction of a permit system for corporate homebuyers. The amendments also clearly define speculative real estate activities and penalties while establishing a reward system for reporting violations to enhance enforcement efficiency. The Company will focus more on market trends and regulatory research to ensure shareholder interests are safeguarded.


The Company strictly adheres to various construction regulations, including measures to prevent radiation pollution, the prohibition of using sea sand, air pollution control, water pollution control, road pollution control, noise and vibration control, etc. Additionally, the Company places importance on implementing construction safety and health measures, maintaining the construction site environment, and properly disposing of construction waste, as per relevant regulations.

III. Impact of Overall Business Environment

In terms of fiscal and tax policies, the government continues to strengthen credit controls. Measures such as central bank loan limits and increasing the risk weightings by the Financial Supervisory Commission aim to curb excessive speculation in real estate and achieve stable housing prices. Regarding housing policies, initiatives include the Ministry of Finance's Property and Land Consolidation Tax 2.0, increased vacant property taxes 2.0, and programs like the "New Young Family Secure Home Loan." Additionally, the six municipal governments are actively promoting social housing through rental-purchase schemes to achieve the goal of stabilizing housing prices. Overall, the housing market policies are mainly focused on guiding the market towards stable development driven by genuine demand.

In addition to the "5+2" industrial innovation and "six core strategic industries" based on the government's policy, Taiwan's "five trusted industries" of semiconductors, artificial intelligence, military industry, security control, and next-generation communications are listed as key industries for future global layout. Through innovation-driven transformation and development of small, medium and micro-sized enterprises, it will be beneficial for company to subsequently launch independent factories, factory offices, corporate headquarters, commercial offices, warehousing and other diversified products.

The National Science and Technology Council proposed the "Smart Technology Greater Southern Industry Ecosystem Promotion Plan" to drive the development of the semiconductor S corridor, gradually transform Kaohsiung's industries, increase investment momentum and employment opportunities in the semiconductor supply chain, and the real estate market outlook continues to improve.

The company adheres to the belief of "working hard for environmental sustainability and creating the most livable home for you on every piece of land", focusing on the architectural planning of development sites, such as building colors, designs, textures, lighting, landscape design, public space quality, and greenery, the Company also conducts comprehensive assessments of the overall operating environment, including external road widening and traffic impact assessments. It pursues the highest quality and aims to meet customer needs with every project, striving for balance and completeness.

The above is the direction of our company future efforts. All colleagues must work together to create a win-win situation and give back to all shareholders.

Yours sincerely Shareholders
Good health and good luck

San Di Properties Co., Ltd.
Chairman: Chung, Yu-Lin


II. Corporate Governance Report

2.1 Directors and Management Team
2.1.1 Information Regarding Board Members
1. Information on Directors

April 27, 2026

Title Nationality or Place of Registration Name Gender Age Date Elected Term (Years) Date First Elected (Note 3) Shares Held when elected Shares Currently Held Shares Currently Held by Spouse & Minors Shares held in the name of others Experience (Education) Selected Current Positions at Other Companies Managers, Directors or Who are spouses or within two degrees of kinship Note
Shares % Shares % Shares % Shares % Title Name Relation
Chairman R.O.C. Lou Ying Investment Co., Ltd. 2024.06.26 3 2006.05.08 6,312,333 6.92 7,419,689 6.67 - - - - - - - - - -
R.O.C. Lou Ying Investment Co., Ltd. Representative: Chung, Yu-Lin Male 41-50 2024.06.26 3 2021.07.22 0 0 0 0 - - - - Bachelor, Nutrition, University of British Columbia President/ San Di Properties Co., Ltd. (Note 2) - - - -
Director R.O.C. Lou Ying Investment Co., Ltd. Representative: Hsiao, I-Fan Female 21-30 2025.12.31 3 2025.12.31 15,000 0.01 15,000 0.01 - - - - Tamkang University Department of French Chairman of Jiayang Enterprise Co., Ltd. Special Assistant of I-Fan International Trade Co., Ltd. (Note 3) - - - -
Director R.O.C. De Mei Investment Co., Ltd. 2024.06.26 3 2006.05.08 984,348 1.08 984,348 0.89 - - - - - - - - - -
R.O.C. De Mei Investment Co., Ltd. Representative: Chiang, Shih-Yuan Male 51-60 2024.06.26 3 2021.07.22 0 0.48 530,807 0.48 2,761,699 2.48 - - Master Degree Department of Economics and Management/ National Jinan International University, Manager, Cheng Hsiung Restaurant Group Co., Ltd. - - - - -
R.O.C. De Mei Investment Co., Ltd. Representative: Chuan, Chun-Yu Male 61-70 2024.06.26 3 2024.06.26 0 0 0 0 - - - - B.S. Degree, Department of Civil Engineering, National Kaohsiung University of Science and Technology Deputy Manager of Procurement and Development Department of Baocheng Construction Co., Ltd. Special Assistant to the Chairman of Highwealth Construction corp. CEO of Nangong District, Chyi Yuh Construction Co., Ltd. Deputy President of Public Works, San Jia Development Construction Co., Ltd. - - - -
Indep. Director R.O.C. Ku, Mu-Chin Male 71-80 2024.06.26 3 2021.07.22 0 0 0 0 - - - - Master, Business Administration, College of Management, National Sun Yat-Sen University Chief/Manager, TC Bank Vice President, Bowa Commercial Bank Ltd, CPA, Cheng Yang Audit Firm CPA, Chen Pu Audit Firm - - - -

Indep. Director R.O.C. Hung, Yin Female 41-50 2024.06.26 3 2021.07.22 0 0 0 0 - - - Master, Accounting, University of Washington, U.S. Assistant Manager, RSM US LLP Audit Firm Internal Auditor, Avanade/Accenture CPA, Grant Thornton LLP CPA, Nexia Trans - Asia Associates Director of Yi Tai Industrial Co., Ltd. - - - -
Indep. Director R.O.C. Hsieh, Cheng-Han Male 51-60 2025.06.23 3 2025.06.23 0 0 0 0 - - - Murray State University, Master of Science VeeTIME Corp. Chief Operating Officer Shang Tai Property Management Co., Ltd. Supervisor of Board Committee Shang Tai Security Co., Ltd. Supervisor of Board Committee Homeplus Digital Co., Ltd. Taipei/Kaohsiung Regional General Manager Taiwan Star Telecom Co., Ltd. Director of Engineering Dept. VeeTIME Corp. Chief Operating Officer Shang Tai Property Management Co., Ltd. Supervisor of Board Committee Shang Tai Security Co., Ltd. Supervisor of Board Committee - - - -

Note 1: For juristic person shareholders, the name of the juristic person shareholder and the representative should be listed separately, and see the following table 1.
Note 2: (1) Chairman: Sanjia Development Construction Co., Ltd., San Di Construction Co., Ltd., Fuli Development Industrial Co., Ltd., Ba Fang Asset Management Co., Ltd., Dongli Investment Consulting Co., Ltd., Kanglong Investment Co., Ltd., Anping Star Diamond Co., Ltd., Sanlin Development and Construction Co., Ltd., Aixin Investment Industry Co., Ltd., Zhenjiahui Construction Co., Ltd., Gaofu Chemical Industry Co., Ltd., San Di Development Industry Co., Ltd., Dong Zheng Investment Consulting Co., Ltd.
(2) Legal Representative Chairman: Jia Ke Travel Agency Co., Ltd., Chiayi Bus Transport Co., Ltd., Shangyu Orange Co., Ltd., Jiake International Asset Management Co., Ltd., Jiakelai Investment Co., Ltd., Shangyuting Co., Ltd., Sandi International Real Estate Co., Ltd., Hengfeng Energy Co., Ltd., Guagua Biotechnology Co., Ltd., Hongfeng Investment Co., Ltd., NorthStar International Co., Ltd., Guagua Co., Ltd., Yingguang Enterprise Co., Ltd., Kaohsiung Bus Transport Co., Ltd., Shanglin Real Estate Co., Ltd., GuaiGuai International Co., Ltd., Miaoli Bus Transportation Co., Ltd., Polaris Energy Co., Ltd., Yulun Development Co., Ltd., Zhonghua Taizi Gas Station Co., Ltd. Puyuma Transportation Co., Ltd., Fucheng Bus Transport Co., Ltd.
(3) Directors: Fengshang Lifestyle Development Co., Ltd., Tel Electric Power Co., Ltd.
(4) Legal Representative Directors: EasyCard Corporation Co., Ltd., North Star International Development Industrial Co., Ltd., Shinagawa International Development Co., Ltd., Founded Biotechnology Co., Ltd., Yishen Gas Station Co., Ltd, Hefeng Energy Co., Ltd., Shinritai Electric Power Co., Ltd., Pingshi Forest Life Co., Ltd., Taiwan Green Environment Technology Inc., Sandi Energy Co., Ltd., Weiling Co., Ltd., National Petroleum Co., Ltd.
(5) Legal Representative Supervisor: Yaogu Energy Co., Ltd., Sandi Monster Power Co., Ltd., Jiaxin Energy Co., Ltd., HuanChuan Electric Power Co., Ltd., Nanxu Electric Power Co., Ltd., Guning Energy Co., Ltd., Sandilu Energy Storage Co., Ltd., Jiayuan Optoelectronics Co., Ltd., Shengyang Engineering Co., Ltd., Green U Energy Co., Ltd., Junhe Energy Co., Ltd., Billion Mega Energy Storsge Technologies Inc., Jiaxian Development Co., Ltd.
(6) Supervisor: Aixin Creative Co., Ltd., Tor der flag print Co., Ltd., Jialesuei Hotel Co., Ltd.
(7) President: Dapeng Bay Tourism Yacht Co., Ltd.
Note 3: (1) Legal Representative Chairman: Jiayang Enterprise Co., Ltd., Dapeng Bay Tourism Yacht Co., Ltd.
(2) Legal Representative Directors: Weiling Co., Ltd., Shanglin Real Estate Co., Ltd., Miaoli Bus Transportation Co., Ltd.
(3) Legal Representative Supervisor: Yingguang Enterprise Co., Ltd., Polaris Energy Co., Ltd.


April 27, 2026

Table 1: Major Shareholders of Juristic Person Shareholders

Name of Juristic Person Shareholder (Note 1) Major Shareholders of Juristic Person Shareholders (Note 2)
Lou Ying Investment Co., Ltd. Dong Zheng Investment Consulting Co., Ltd. (100%)
De Mei Investment Co., Ltd. Dong Zheng Investment Consulting Co., Ltd. (100%)

Note 1: If a director or a supervisor is the representative of the juristic person shareholder, the name of the juristic person shareholder should be filled in.
Note 2: Fill in the name of the major shareholder of the juristic person shareholder (whose shareholding ratio accounts for the top ten) and its shareholding ratio.

Table 2: Table 1 Major Shareholders Who Are Juristic Persons

Name of Juristic Person (Note 1) Major Shareholder of a Juristic Person (Note 2)
Tong Cheng Investment and Consulting Co., Ltd. Chung, Chia-Tsun (99.88%)
Chung, Yu-Lin (0.04%)
Lee, Chung-His (0.04%)
Zeng, Yi-Nan (0.04%)

Note 1: If the major shareholder listed on the Table 1 is a judicial person, please fill in the name of the juristic person.
Note 2: Fill in the name of the major shareholder of the juristic person shareholder (whose shareholding ratio accounts for the top ten) and its shareholding ratio.

  • 7 -

  1. Director's Professional Qualifications and Independent Director's Dependence Status
Name Professional Qualifications and Experiences Independence Criteria (Note 2) Number of Other Public Companies in Which the Individual is Concurrently Serving as an independent director
Chairman Chung, Yu-Lin Mr. Chung, Yu-Lin has a Bachelor degree in Nutritional science at University of British Columbia. He served as President of San Di Properties Co., Ltd. has rich industrial knowledge, good at leadership, operation management and risk management, and have a deep view of the international market. Not applicable 0
Director Hsiao, I-Fan Ms. Hsiao I-fan graduated from the Department of French Language and Literature at Tamkang University and previously served as a special assistant at I-fan International Trading Co., Ltd. She is currently the Chairman of Jiayang Enterprise Co., Ltd., and is skilled in business management, decision-making, and risk management. Not applicable 0
Director Chiang, Shih-Yuan Mr. Chiang, Shih-Yuan has a Master degree in Department of Economics & Management at National Jinan International University. Has rich industrial knowledge, good at business management and crisis management capabilities. Not applicable 0
Director Chuan, Chun-Yu Mr. Chuan, Chun-Yu graduated from the Department of Civil Engineering of National Kaohsiung University of Science and Technology, he has been working in the industry for many years and has rich industry knowledge. He is good at business management, decision-making and risk management. Not applicable 0
Independent Director Ku, Mu-Chin Mr. Ku, Mu-Chin has a Master degree in Business Administration, College of Management at National Sun Yat-Sen University. He served as Chief/Manager, TC Bank & Vice Managing Director, Bowa Commercial Bank Ltd, & CPA of Cheng Yang Audit Firm. Now, he serves as CPA of Ching Pu audit firm & Familiar with industry knowledge and good at finance, taxation and risk management. All independent directors meet the following conditions: 1. Comply with the relevant provisions of Article 14-2 of the Securities and Exchange Act and the "Regulations on the Establishment of Independent Directors of Publicly Offered Companies and Matters to be Observed" promulgated by the Financial Supervisory Commission. 2. He/she (or using the name of others), or his/her spouse and minor children do not hold shares in the Company. 3. No business, legal, financial, accounting and other services have been provided to the Company or its affiliated companies in the past two years. 0
Independent Director Hung, Yin Ms. Hung, Yin has a Master degree in Accounting at University of Washington, U.S. She served as Deputy Manager/RSM US LLP Audit Firm & Internal Auditor, Avanade/Accenture & Auditor, Grant Thornton LLP. Now, she serves as CPA/Trans - Asia Associates. has rich industrial knowledge, is good at finance, taxation and risk management, and has a deep view of the international market. 0
Independent Director Hsieh, Cheng-Han Mr. Hsieh, Cheng-Han graduated with a Master's degree from Murray State University in the United States. He previously served as General Manager of Taipei/Kaohsiung Region at Homeplus Digital Co., Ltd. and Director of Engineering Dept at Taiwan Star Telecom Co., Ltd. He currently serves as Chief Operating Officer of VeeTIME Corp., Supervisor of Board Committee at Shang Tai Property Management Co., Ltd., and Shang Tai Security Co., Ltd. He is well-versed in business management, decision-making, and risk management. 0

Note 1: Professional qualifications and experience: Describe the professional qualifications and experience of individual directors and supervisors. If they are members of the audit committee and have accounting or financial expertise, their accounting or financial background and work experience should be described. None of the seven directors of the Company fell under the circumstances specified in Article 30 of the Company Law.
Note 2: In accordance with the review standards and the establishment and compliance of independent directors of publicly listed companies, the Company has obtained an independence statement from independent directors, confirming that they meet the independence qualifications stipulated in the law.


  • 9 -

3. Diversity and Independence of the Board Directors

(1) Diversity of the Board Directors

Strategy

In accordance with the Company's "Corporate Governance Practices Code," the composition of the Board of Directors should consider diversity. In addition to the requirement that no more than one-third of the directors also serve as managers, the Board should formulate an appropriate diversification strategy based on its own operations, business model, and development needs. This includes, but is not limited to, the following two criteria: 1. Basic qualifications and values: gender, age, nationality, and culture, etc. 2. Professional knowledge and skills: professional background, professional skills, and industry experience, etc.

The Company's Board of Directors comprises seven directors with diverse professional backgrounds, including three independent directors and four corporate directors. Currently, there are two female directors on the Board. The 28th Board of Directors consists of: Mr. Chung, Yu-Lin, Ms. Hsiao, I-Fan, Mr. Chuang, Chun-Yu, and Mr. Hsieh, Cheng-Han, who possess leadership, operational judgment, management, crisis management, industry knowledge, and an international market perspective; and Mr. Chiang, Shih-Yuan, who excels in management and business development. In addition, there are three independent directors: Mr. Ku, Mu-Chin, Ms. Hung, Yin, and Mr. Hsieh, Cheng-Han, who are skilled in financial accounting, taxation and risk management, as well as business decision-making, industry knowledge, and management. The implementation of the Board's diversity policy is detailed in Table 1 below.

Table 1: Implementation of the Diversity for Board Members

Title Chairman Director Independent Director
Name Chung, Yu-Lin Hsiao, I-Fan Chiang, Shih-Yuan Chuan, Chun-Yu Ku, Mu-Chin Hung, Yin Hsieh, Cheng-Han
Sex Male Female Male Male Male Female Male
Age 41-50 21-30 51-60 61-70 71-80 41-50 51-60
Nationality R.O.C. (Taiwan)
Also acting as the Company's employee
Term and tenure of independent directors < 3 years N/A
3-9 years
> 9 years
Professional Background
Industry skills
Marketing & Technology
Accounting & Financing
Legal
Professional Knowledge and Skills
Operational Decision-making
Accounting & Financing
Administration
Risk/crisis Management
Industrial knowledge
Global market perspective
Leadership
Strategic Decision-making

Note: Hsieh, Cheng-Han was appointed as an independent director on June 23, 2025; Hsiao, I-Fan was appointed as a director on December 31, 2025.


  • 10 -

Management Goals and Achievement

Management Goals Results
Number of independent directors may not less than one-third of the number of directors Goals reached
Directors who are also managers of the Company should not exceed one third of the number of directors. Goals reached
At least one female director is appointed Goals reached

Reasons why one gender does not account for one-third of the board seats and measures to be taken to improve gender diversity of directors

The company's board of directors currently consists of 7 directors, of which the percentage of female directors increased from 14.29% to 28.57% at the end of 2025. Due to the nature of the industry, we will continue to evaluate the necessity and feasibility of adding more female directors in the future in order to achieve the goal of diversifying the composition of the board of directors.

(2) Independence of Board of Directors

None of the members of the Board of Directors has committed any of the circumstances listed in Article 30 of the Company Act and none of the circumstances stipulated in Article 26-3, Paragraph 3 and Paragraph 4 of the Securities and Exchange Act. All independent directors comply with the concurrent appointment restrictions stipulated in the " Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", and they do not concurrently serve as independent directors of more than three other publicly listed companies.


2.1.2 Information Regarding Management Team
April 27, 2026

Title (Note 1) Nation-ality Name Gender Date Elected Shares Held When Elected Shares Currently Held by Spouse & Minors Share-holder by Nominee Arrangement Experience (Education) (Note 2) Current Positions at Other Companies Managers, Directors or who are spouses or within two degrees of kinship Note
Shares % Shares % Shares % Title Name Relation
President concurrently serves as Information Security Director R.O.C. Chuan, Chun-Yu Male 2023.06.01 - - - - - - B.S. Degree, Department of Civil Engineering, National Kaohsiung University of Science and Technology Deputy Manager of Procurement and Development Department of Baocheng Construction Co., Ltd. Special Assistant to the Chairman of Highwealth Construction corp. CEO of Nangong District, Chyi Yuh Construction Co., Ltd. Deputy President of Public Works, San Jia Development Construction Co., Ltd. N/A N/A N/A -
Vice President concurrently serves as Director of Corporate Governance R.O.C. Liao, Jin-Feng Male 2020.08.10 46,000 0.04 - - - - MBA, Business Administration, Ling Tung University Vice President, Jintang Technology Co., Ltd. Special Assistant to the President & Marketing Manager, Jusheng Construction Co., Ltd. Vice President, Nan Ren Lake Leisure Amusement Co., Ltd N/A N/A N/A -
Associate and Chief Financial Officer R.O.C. Kuo, Cheng- Shun Male 2025.02.03 - - - - - - Department of Accounting, Tamkang University KPMG Auditor SinoPac Securities Underwriting Counselor President Securities Co. Underwriting Counselor Assistant Dali Polymer Industrial Co., Ltd. Head of Operation Support Department and President Bio-Ray Biotech. Co., Ltd Chief Financial Officer Chief Financial Officer and Spokesperson - N/A N/A N/A -

Note 1: Does any manager hold the Company's shares in the name of others: None.
Note 2: Does any manager have spouses or second-degree relatives serving as managers of the Company: None.


2.2 Remuneration Paid to Directors, Presidents and Vice Presidents in 2025

2.2.1 Remuneration of Directors and Independent Directors

December 31, 2025; Unit: NT$ Thousands

Title Name Remuneration (A+B+C+D) as a % of Net Income Relevant Remuneration Received by Directors Who are Also Employees (A+B+C+D+E=F+G) as a % of Net Income Compensation From Investments Other than subsidiaries
Base Compensation (A) Severance Pay (B) Remuneration of Directors (C) (Note 1) Allowances (D) (Note 2) Salary, Bonuses, and Allowances (E) (Note 3) Severance Pay (F) Remuneration of Employees (G) (Note 4)
From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities
Director Lou Ying Investment Co., Ltd. - - - - 1,101 1,101 - - 1,101 0.57% 1,101 0.57% - - - - - - - 1,101 0.57% 1,101 0.57% None
Representative: Chung, Yu-Lin 72 72 - - - - 30 30 102 0.05% 102 0.05% 2,971 2,971 - - 450 - 450 - 3,523 1.82%
Representative: Lee, Chung-His (Note 5) 72 72 - - - - 25 25 97 0.05% 97 0.05% - - - - - - - 97 0.05% 97 0.05%
Representative: Hsiao, I-Fan (Note 5) - - - - - - - - - - - - - - - - - - -
Director De Mei Investment Co., Ltd. - - - - 1,101 1,101 - - 1,101 0.57% 1,101 0.57% - - - - - - - 1,101 0.57% 1,101 0.57%
Representative: Chiang, Shih-Yuan 72 72 - - - - 40 40 112 0.06% 112 0.06% - - - - - - - 112 0.06% 112 0.06%
Representative: Chuan, Chun-Yu 72 72 - - - - 40 40 112 0.06% 112 0.06% 2,230 2,230 108 108 330 - 330 - 2,780 1.43%
Indp. Director Ku, Mu-Chin 240 240 - - - - 35 35 275 0.14% 275 0.14% - - - - - - - 275 0.14% 275 0.14%
Indp. Director Hung, Yin 240 240 - - - - 40 40 280 0.14% 280 0.14% - - - - - - - 280 0.14% 280 0.14%
Indp. Director Hsiao, Chin-Chung (Note 6) 40 40 - - - - 5 5 45 0.02% 45 0.02% - - - - - - - 45 0.02% 45 0.02%
Indp. Director Hsieh, Cheng-Han (Note 7) 125 125 - - - - 30 30 155 0.08% 155 0.08% - - - - - - - 155 0.08% 155 0.08%
  1. Please indicate the policy, system, standard and structure of independent director remuneration payment, and describe the relationship with the amount of remuneration according to the responsibilities, risks, investment time and other factors: provide the public information observatory, under the corporate governance project, relevant information about the remuneration of Directors of building materials and construction stocks of listed companies, and query the 2025 annual report of the Company and other companies with the same business items as the Company for information on Directors' remuneration and manager's salary for verification.
  2. In addition to the disclosure in the above table, the remuneration received by the Company Director for providing services in the most recent year (such as serving as a consultant for all companies/reinvested enterprises in the parent Company and/or indicated on the financial statements that are not employees): N/A.

Note 1: This is the amount of directors' remuneration distributed by the board of directors in the most recent year.

Note 2: Refers to the directors' related business execution expenses in the most recent year (including travel expenses, special expenses, various allowances, dormitories, cars and other physical provisions, etc.).

Note 3: Refers to the salary, job bonus, severance pay, various bonuses, incentives, travel expenses, and special expenses received by part-time directors and employees (including part-time President, deputy President, other managers and employees) in the most recent year, various allowances, dormitories, cars and other physical provisions, etc. In addition, salary expenses recognized in accordance with IFRS 2 "Share-based benefits", including obtaining employee stock option certificates, new shares with restricted employee rights, and participating in cash capital increases to subscribe for shares, etc., should also be included in remuneration.


Note 4: Refers to those employees who are part-time directors (including concurrent Presidents, deputy Presidents, other managers and employees) receiving employee remuneration (including stocks and cash) in the most recent year. The amount of employee remuneration approved by the board of directors in the most recent year should be disclosed.

Note 5: On December 31, 2025, the representative of Lou Ying Investment Co., Ltd. was changed from Director Lee, Chung-His to Director Hsiao, I-Fan.

Note 6: Independent director Hsiao, Chin-Chung resigned on 25/02/2025.

Note 7: Hsieh, Cheng-Han was newly appointed as an independent director on 23/06/2025.

Range of Remuneration

Range of Remuneration Paid to Directors of the Company Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The Company Companies in the consolidated financial statements The Company Companies in the consolidated financial statements
Less than NT$1,000,000 Ku, Mu-Chin, Hung, Yin, Hsiao, Chin-Chung, Hsieh, Cheng-Han Lou Ying Investment Co., Ltd. Representative: Chung, Yu-Lin Lou Ying Investment Co., Ltd. Representative: Lee, Chung-His Lou Ying Investment Co., Ltd. Representative: Hsiao, I-Fan De Mei Investment Co., Ltd. Representative: Chiang, Shih-Yuan De Mei Investment Co., Ltd. Representative: Chuan, Chun-Yu Ku, Mu-Chin, Hung, Yin, Hsiao, Chin-Chung, Hsieh, Cheng-Han Lou Ying Investment Co., Ltd. Representative: Chung, Yu-Lin Lou Ying Investment Co., Ltd. Representative: Lee, Chung-His Lou Ying Investment Co., Ltd. Representative: Hsiao, I-Fan De Mei Investment Co., Ltd. Representative: Chiang, Shih-Yuan De Mei Investment Co., Ltd. Representative: Chuan, Chun-Yu Ku, Mu-Chin, Hung, Yin, Hsiao, Chin-Chung, Hsieh, Cheng-Han Lou Ying Investment Co., Ltd. Representative: Lee, Chung-His Lou Ying Investment Co., Ltd. Representative: Hsiao, I-Fan De Mei Investment Co., Ltd. Representative: Chiang, Shih-Yuan Ku, Mu-Chin, Hung, Yin, Hsiao, Chin-Chung, Hsieh, Cheng-Han Lou Ying Investment Co., Ltd. Representative: Lee, Chung-His Lou Ying Investment Co., Ltd. Representative: Hsiao, I-Fan De Mei Investment Co., Ltd. Representative: Chiang, Shih-Yuan
NT$1,000,000 ~ NT$2,000,000 Lou Ying Investment Co., Ltd. De Mei Investment Co., Ltd. Lou Ying Investment Co., Ltd. De Mei Investment Co., Ltd.- Lou Ying Investment Co., Ltd. De Mei Investment Co., Ltd. Lou Ying Investment Co., Ltd. De Mei Investment Co., Ltd.
NT$2,000,000 ~ NT$3,500,000 - - De Mei Investment Co., Ltd. Representative: Chuan, Chun-Yu - De Mei Investment Co., Ltd. Representative: Chuan, Chun-Yu -
NT$3,500,000 ~ NT$5,000,000 - - Lou Ying Investment Co., Ltd. Representative: Chung, Yu-Lin Lou Ying Investment Co., Ltd. Representative: Chung, Yu-Lin
NT$5,000,000 ~ NT$10,000,000 - - - -
NT$10,000,000 ~ NT$15,000,000 - - - -
NT$15,000,000 ~ NT$30,000,000 - - - -
NT$30,000,000 ~ NT$50,000,000 - - - -
NT$50,000,000 ~ NT$100,000,000 - - - -
NT$100,000,000 and above - - - -
Total 11 11 11 11

2.2.2 The Company has established an Audit Committee, so there is no supervisor's remuneration.


2.2.3 Remuneration of President and Vice President

December 31, 2025; Unit: NT$ in Thousands

Title Name Base Compensation (A) (Note 1) Severance Pay (B) Remuneration of Directors (C) (Note 2) Allowances (D) (Note 3) (A+B+C+D) as a % of Net Income Compensation From Investments Other than subsidiaries
From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities
Cash Shares Cash Shares
President Chuan, Chun-Yu 1,780 1,780 108 108 450 450 330 0 330 0 2,668 1.38% 2,668 1.38% None
Vice President Liao, Jin-Feng 1,180 1,180 105 105 300 300 320 0 320 0 1,905 0.98% 1,905 0.98% None

Note 1: Refers to the salaries, job allowances, and severance pay of the President and Deputy President for the most recent fiscal year.
Note 2: Refers to various bonuses, incentives, transportation expenses, special support fees, various allowances, dormitories, vehicle allocations, and other compensation amounts provided in kind to the President and Deputy President for the most recent fiscal year. Additionally, according to IFRS 2 "Share-based Payments," the salary expenses recognized include employee stock options, restricted stock units, and participation in cash capital increases through subscription for shares.
Note 3: Refers to the employee compensation amount (including stocks and cash) distributed to the President and Deputy President approved by the board of directors for the most recent fiscal year.

Range of Remuneration

Range of Remuneration Paid to President and Vice Presidents of the Company Name of President and Vice Presidents
The Company From All Consolidated Entities
Under NT$1,000,000
NT$1,000,000 (incl.) ~ NT$2,000,000 (excl.) Liao, Jin-Feng Liao, Jin-Feng
NT$2,000,000 (incl.) ~ NT$3,500,000 (excl.) Chuan, Chun-Yu Chuan, Chun-Yu
NT$3,500,000 (incl.) ~ NT$5,000,000 (excl.) - -
NT$5,000,000 (incl.) ~ NT$10,000,000 (excl.)
NT$10,000,000 (incl.) ~ NT$15,000,000 (excl.) - -
NT$15,000,000 (incl.) ~ NT$30,000,000 (excl.) - -
NT$30,000,000 (incl.) ~ NT$50,000,000 (excl.) - -
NT$50,000,000 (incl.) ~ NT$100,000,000 (excl.) - -
NT$100,000,000 and above - -
Total 2 2

2.2.4 Remuneration for the Top Five Highest Paid Managers in the Company:

December 31, 2025; Unit: NT$ in Thousands

Title Name Base Compensation (A) (Note 1) Severance Pay (B) Remuneration of Directors (C) (Note 2) Allowances (D) (Note 3) (A+B+C+D) as a % of Net Income Compensation From Investments Other than subsidiaries
From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities From San Di From All Consolidated Entities
Cash Shares Cash Shares
Chairman Chung, Yu-Lin 2,371 2,371 - - 600 600 450 0 450 0 3,421 1.76% 3,421 1.76% None
President Chuan, Chun-Yu 1,780 1,780 108 108 450 450 330 0 330 0 2,668 1.38% 2,668 1.38% None
Vice President Liao, Jin-Feng 1,180 1,180 105 105 300 300 320 0 320 0 1,905 0.98% 1,905 0.98% None
Chief Financial Officer Kuo, Cheng-Shun 856 856 53 53 80 80 120 0 120 0 1,109 0.57% 1,109 0.57% None

2.2.5 Bonus and Remuneration Paid to Employees and Manager(s): On May 11, 2026, the Board of Directors of this Company approved the 2025 Employee Compensation Distribution Plan. The names of the managers who received employee compensation and the details of the distribution are as follows:

December 31, 2025; Unit: NT$ in Thousands

Title Name Stock Amount Cash Amount Total % of Total Amount to Net Profit After Tax
Manager Chairman Chung, Yu-Lin 0 1,220 1,220 0.63%
President Chuan, Chun-Yu
Vice President Liao, Jin-Feng
Chief Financial Officer Kuo, Cheng-Shun

2.2.6 Comparative analysis of the total amount of remuneration paid to the directors, audit committee members, Presidents and vice Presidents of the Company in the most recent two years as a percentage of the net profit after tax of individual financial reports of the Company and explanation of the policy, standard and mix of remuneration, procedures for determining remuneration, and its correlation with business performance and future risks:

  1. Analysis of percentage of the total remuneration paid by the Company to all Directors, Presidents and vice Presidents compared with the after-tax net profit (loss) indicated in the financial reports of the Company in the last two years:

Unit: NT$ thousands

Title 2024 2025
Total Amount Percentage to the Net profit after tax Total Amount Percentage to The Net profit after tax
Director 1,314 (0.93%) 3,380 1.74%
President and Vice President 4,062 (2.88%) 4,573 2.36%
Net profit after tax (140,926) 194,020
Note: The difference in the ratio of total remuneration to net profit after tax in the two most recent years is mainly due to the increase in net profit after tax in 2025 compared to the previous year.
  1. The company's compensation policy, standards and composition, the process for determining compensation, and its correlation with operating performance and future risks.

(1) Remuneration policy, standards and composition:

In accordance with Article 32 of the Company's Articles of Association, directors' remuneration shall be distributed at a rate not exceeding 3% of the annual profit. The payment standard is based on the individual director's annual performance evaluation and contribution (such as their level of involvement in the company's operations), taking into account the company's annual operating results and future risks. Independent directors do not participate in the distribution of directors' remuneration. Directors' remuneration is reviewed by the Remuneration Committee and then submitted to the Board of Directors for resolution. The salaries of the Company's managers are determined based on their titles, ranks, responsibilities, and other relevant factors, taking into account the salary levels of managers in the Taiwan market and industry peers, as well as the company's salary policy. According to Article 32 of the company's articles of association, if there is a profit in a given year, no less than 1% shall be allocated as employee compensation, and no less than 10% of the employee compensation shall be allocated as remuneration for grassroots employees. Our company uses the performance evaluation results of managers as a reference for the distribution of manager bonuses. The performance evaluation items for managers include: individual performance (such as the achievement rate of company revenue, operating profit, etc.) and contribution to the overall operation of the company (such as the distribution of profit contribution of each profit center to the company). The remuneration system will be reviewed from time to time according to the actual operating conditions, future risks and relevant laws and regulations. The remuneration of our company's managers is submitted to the board of directors for resolution after being reviewed by the salary and compensation committee.

(2) Procedure for determining remuneration:

To regularly evaluate the remuneration of directors and managers, we base our assessments on the results of the Company's "Board of Directors Performance Evaluation Method" and the


"Appointment and Compensation Management Method" applicable to managers and employees. In addition to considering the Company's overall operating performance, future industry risks, and development trends, we also consider individual performance achievement rates and contributions to the Company to provide reasonable compensation. We review the remuneration system regularly based on actual operating conditions and relevant laws and regulations to ensure a balance between sustainable operations and risk management. The remuneration of the Chairman and General Manager is determined based on industry norms and linked to the Company's operating performance indicators, and is submitted to the Board for review. Manager performance evaluation indicators are based on the Company's profit and loss statements, the distribution of each business group's profit contribution to the Company, and various performance targets related to the Manager's primary job responsibilities, such as the Manager's target achievement rate.

The performance evaluations and compensation of the Company's directors and managers have been assessed and reviewed by the Remuneration Committee and the Board of Directors. Their professional competence, the Company's operations and financial condition have been fully considered, and their performance has been linked to the Company's overall operational performance, individual performance goals, and evaluation results.

(3) Relationship with operating performance and future risks: The review of the Company's compensation policy and related pay standards and systems primarily considers the Company's overall operating conditions, with pay standards determined based on performance achievement and contribution levels to enhance the overall organizational team effectiveness of the Board of Directors and management. Industry compensation standards are also referenced to ensure that the Company's management compensation is competitive within the industry and to retain outstanding management talent. Linking the Company's operating results with management performance and compensation positively impacts overall performance and maximizes shareholder value. Important decisions made by the Company's management team are made after carefully considering various risk factors. The performance of these decisions is reflected in the Company's profitability, which in turn is linked to management compensation.

2.3 Implementation of Corporate Governance

2.3.1 Status of Board of Directors Meeting

  1. A total of 7 Meetings of the Board of Directors were held in 2025. The Directors' attendance status is summarized as follows:
Title Name Attendance in Person By Proxy Attendance Rate (%) Remarks
Chairman Lou Ying Investment Co., Ltd. Representative: Chung, Yu-Lin 5 2 71.43%
Director Lou Ying Investment Co., Ltd. Representative: Lee, Chung-His 4 3 57.14% The representative was resigned after the change of representative on 31/12/2025.
Director Lou Ying Investment Co., Ltd. Representative: Hsiao, I-Fan 0 0 0 The new representative was appointed after the change of representative on 31/12/2025.
Director De Mei Investment Co., Ltd. Representative: Chiang, Shih-Yuan 7 0 100%
Director De Mei Investment Co., Ltd. Representative: Chuan, Chun-Yu 7 0 100%
Independent Director Ku, Mu-Chin 6 1 85.71%
Independent Director Hung, Yin 7 0 100%
Independent Director Hsieh, Cheng-Han 5 0 100% Elected on 23/6/2025
Independent Director Hsiao, Chin-Chung 0 0 0 resigned on 25/2/2025

2. Other Mentionable Items:

(1) In case of any of the following circumstances in the operation of the Board of Directors, the date and terms of the Board of Directors, the contents of the proposal, all independent directors' opinions and the Company's response to the independent directors' opinions shall be stated:

A. The Matters referred to in Article in Article 14-3 of the Securities and Exchange Law: The Company has established an Audit Committee and Article 14-3 is not applicable. For a description of matters listed in Article 14-5 of the Securities and Exchange Act, please refer to the Operation of the Audit Committee.

B. Other Board decisions subject to objections or a qualified opinion by the independent director and recorded in record or written statement except previously stated: None.


(2) If there is Directors' avoidance of motions in conflict of interest, the Directors' names, contents of motion, causes for avoidance and voting should be specified:

Meeting Date (Term/Sitting) Execution of Director's Recusal on Matters Concerning Conflicts of Interest:
The 7th meeting of the 28th Board of Directors, 05/09/2025 Regarding the subscription of new capital increase shares of "Shanglin Real Estate Co., Ltd." Chairman Chung, Yu-Lin is the party involved and has avoided conflict of interest in accordance with the board meeting rules. This case was chaired by independent director Ku, Mu-Chin and approved with the consent of other directors who did not abstain from attending the meeting.
The 8th meeting of the 28th Board of Directors, 07/04/2025 1. Regarding the acquisition of shares in National Petroleum Co., Ltd. Director Lee, Chung-His is the party involved and has avoided conflict of interest in accordance with the board meeting rules. This case was chaired by independent director Ku, Mu-Chin and approved with the consent of other directors who did not abstain from attending the meeting.
2. Regarding the appointment of members to the "Sixth Remuneration Committee," independent director Hsieh, Cheng-Han, being a party to the matter, abstained from voting in accordance with the Board's Rules of Procedure. The appointment was approved by the other directors who did not abstain.
The 12th meeting of the 28th Board of Directors, 12/11/2025 1. The case involves the proposed purchase of a construction project from a related party (San Di Construction Co., Ltd.). Chairman Chung, Yu-Lin is the party involved and has avoided conflict of interest in accordance with the board meeting rules. The case was chaired by independent director Ku, Mu-Chin and approved with the consent of other directors who did not abstain from attending the meeting.
2. The proposed joint construction and sale agreement with a related party (Chung, Yu-Lin) is under consideration. Chairman Chung, Yu-Lin is the party involved and has avoided conflict of interest in accordance with the board meeting rules. The case was chaired by independent director Ku, Mu-Chin and approved with the consent of other directors who did not abstain from attending the meeting.
3. Appointing a related party (San Chia Development & Construction Co., Ltd.) as the project's engineering management consultant. Chairman Chung, Yu-Lin is the party involved and has avoided conflict of interest in accordance with the board meeting rules. The case was chaired by independent director Ku, Mu-Chin and approved with the consent of other directors who did not abstain from attending the meeting.
4. The company's 2025 manager year-end bonus distribution matter. Chairman Chung, Yu-Lin and director Chuan, Chun-Yu are the party involved and has avoided conflict of interest in accordance with the board meeting rules. The case was chaired by independent director Ku, Mu-Chin and approved with the consent of other directors who did not abstain from attending the meeting.
The 14th meeting of the 28th Board of Directors, 05/11/2026 1. Regarding the distribution of employee and director remuneration for 2025. Chairman Chung, Yu-Lin, Director Hsiao, I-Fan and Chiang Shih-Yuan are the party involved and has avoided conflict of interest in accordance with the board meeting rules. The case was chaired by independent director Ku, Mu-Chin and approved with the consent of other directors who did not abstain from attending the meeting.

(3) Evaluation of Goals for Strengthening the Functions of the Board of Directors for the Current and Recent Years (such as establishing an audit committee, enhancing information transparency, etc.) and Execution Status:

A. Establishment of Compensation Committee, Audit Committee: The Company established the Compensation Committee on December 12, 2011. Independent directors were elected at the shareholders' meeting on July 22, 2021, and an Audit Committee was subsequently established.

B. Strengthening Corporate Governance: The Company has formulated and had the board of directors approve various regulations such as the "Ethical Corporate Management Best Practice Principles," the "Corporate Governance Best Practice Principles," the "Practical Guidelines for Sustainable Development," the "Methods for Evaluating the Performance of the Board of Directors," and the "Rules of Procedure for Board Meetings." Additionally, the Company constantly monitors legal compliance, conducts advocacy, and updates regulations to keep pace with changes in regulations and best practices.


(4) Board of Directors' Performance Evaluation Implementation Status:

The Company has established the "Methods for Evaluating the Performance of the Board of Directors" to enhance corporate governance and improve the effectiveness of the board and its functional committees. Annually, the performance is evaluated according to the established methods, and the results are reported to the board of directors.

A. Internal Evaluation:

Evaluation Cycle Once a year
Evaluation Period From January 01, 2025 to December 31, 2025
Evaluation Scope Performance Evaluation of the Board of Directors, Individual Directors, and Functional Committees:
Evaluation Method The evaluation process involves the collection of relevant information on the activities of the board of directors for the current year by the executing unit. This information is collected in a fair, objective, and independent manner. Subsequently, the "Board of Directors Performance Self-Assessment Questionnaire" is completed based on this information and submitted to the Chairman for assessment. Additionally, individual directors receive the "Director's Performance Self-Assessment Questionnaire" and the "Functional Committee Performance Self-Assessment Questionnaire" for self-assessment purposes.
Evaluation Aspects 1. The self-evaluation of the board's operational performance includes five major aspects: the degree of participation in company operations, improving the quality of board decision-making, the composition and structure of the board, the selection and continuing education of directors, and internal control, totaling 45 items.
2. The self-evaluation of board members' operational performance includes six aspects and a total of 23 indicators: understanding of company goals and tasks, awareness of board responsibilities, degree of participation in company operations, internal relationship management and communication, board members' professionalism and continuing education, and internal control.
3. The self-evaluation of the audit committee's operational performance includes five major aspects and a total of 22 indicators: the degree of participation in company operations, the understanding of the audit committee's responsibilities, improving the quality of audit committee decision-making, the composition of the audit committee and the selection of its members, and internal control.
4. The performance self-evaluation of the Compensation and Remuneration Committee includes five major aspects and a total of 20 indicators: the degree of participation in company operations, understanding of the responsibilities of the Compensation and Remuneration Committee, improving the decision-making quality of the Compensation and Remuneration Committee, the composition and selection of members of the Compensation and Remuneration Committee, and internal control.
Evaluation Results Both of the board of directors and the individual directors, as well as the functional committees, received positive evaluations regarding the efficiency and effectiveness of their operations across various indicators in 2025.
The results of the 2025 performance evaluations for the board of directors and functional committees were reported to the board of directors on March 10, 2026.

B. External Evaluation:

The Company conducts external evaluation every three years in accordance with the "Board of Directors Performance Evaluation Method". The most recent external evaluation was in 2023, which was commissioned by the "Taiwan Corporate Governance Association". By reviewing the current operation of the Board of Directors and obtaining objective evaluation reports from external professional organizations, the Company will refer to their recommendations to continuously strengthen the structure and operation of the Board of Directors, thereby maintaining rigorous and comprehensive effectiveness.

2.3.2 Audit Committee Meeting Status or participate in the operation of the Board of Directors: The Company's Audit Committee consists of three independent directors, responsible for executing appropriate expression in auditing the Company's financial statements, selecting (or dismissing) the certifying accountants and ensuring their independence, effectively implementing internal controls within the Company, ensuring compliance with relevant laws and regulations, and managing the existence or potential risks of the Company.


  1. The Audit Committee held 7 meetings in 2025, and the attendance of the committee members is summarized as follows:
Title Name Attendance in Person By Proxy Attendance Rate (%) Remarks
Independent Director Ku, Mu-Chin 6 1 85.71%
Independent Director Hung, Yin 7 0 100%
Independent Director Hsieh, Cheng-Han 5 0 100% Elected on 23/6/2025
Independent Director Hsiao, Chin-Chung 0 0 0 resigned on 25/2/2025
  1. Other mentionable matters:

(1) In case of any of the following situations in the operation of the Audit Committee, the Audit Committee's convening date, period, proposal content, independent director's objection, reservation or major proposal content, the Audit Committee's resolution result and the Company's handling of the Audit Committee's comments shall be disclosed.

A. The Matters Requiring Consent referred to in Article in Article 14-5 of the Securities and Exchange Law: The company is involved in matters listed in Article 14-5 of the Securities and Exchange Act, all such matters have been unanimously adopted by the members present and reported to the Board Meeting for approval.

B. Apart from the aforementioned matters, there are no items that have not been approved by the Audit Committee but have been resolved by a two-thirds majority of all directors: None.

(2) Regarding the implementation status of independent directors' avoidance from conflicts of interest resolutions, it should specify the names of the independent directors, the content of the resolutions, the reasons for abstaining from conflicts of interest, and their participation in the voting: None.

(3) Communication between Independent Directors and Internal Audit Managers and Auditors (including significant matters, methods, and outcomes of communication regarding the Company's finances and business conditions):

A. Communication between the Audit Committee and Auditors

(A) Communication Method: Independent directors and auditors hold regular meetings at least once per quarter. The auditor's report on the audit or review results of the financial statements for the quarter and other related matters required by laws and regulations. They also discuss significant adjustments or impacts of legal revisions on the financial statements. Additionally, the auditors provide updates on legal requirements or announcements to the independent directors annually. Independent directors also conduct an assessment of the independence of the services provided by the auditors. Meetings can be convened at any time for significant matters.

(B) Summary of 2025 Communication Matters:

Dates Communication Highlights Communication Results
2025.03.06 Discussion on the audit results of the 2024 unconsolidated and consolidated financial statements and discussion on legal updates. No objection
2025.05.09 Discussion on the audit results of the 2025 Q1 consolidated financial statements No objection
2025.08.08 Discussion on the audit results of the 2025 Q2 consolidated financial statements No objection
2025.11.11 Discussion on the audit results of the 2025 Q3 consolidated financial statements and discussion on legal updates No objection

B. Communication between the Audit Committee and the Internal Audit Manager:

(A) Communication Methods: In addition to submitting the annual audit plan and quarterly follow-up reports for review by the independent directors, the Internal Audit Manager regularly attends the quarterly Audit Committee meetings to explain the audit activities and results, as well as the status of their follow-up, to the independent directors. They also report the audit activities to the Board of Directors. Furthermore, the Internal Audit Manager communicates and discusses the execution status of internal audits and the operation of internal controls with each independent director through email, phone calls, and meetings.


(B) Summary of 2025 Communication Matters:

Date Meeting Communication Highlights Results
2025.03.06 Audit Committee Discussion on the 2024 Internal Control Statement Submit to the board of directors after approval of the proposal
Report the performance results of internal audit business. Acknowledged without other suggestions
2025.05.09 Audit Committee Report the performance results of internal audit business. Acknowledged without other suggestions
2025.08.08 Audit Committee Report the performance results of internal audit business. Acknowledged without other suggestions
2025.11.11 Audit Committee Report the performance results of internal audit business. Acknowledged without other suggestions
Discussion on the 2026 Internal Control Statement Submit to the board of directors after approval of the proposal

2.3.3 Operation of the Remuneration Committee:

  1. Information Regarding the Members of the Compensation Committee
Name Criteria Professional Qualifications and Experience Independent Directors' Independence Status Number of Other Public Companies Concurrently Serving as a Compensation Committee Member
Independent Director
Convener
Hung, Yin Please refer to the relevant content of “Directors’ Professional Qualifications and Independent Director’s Independence Information Disclosure” in this annual report The members of the Compensation Committee meet the following criteria:
(1) They are not employees of the Company or its affiliated enterprises.
(2) They are not directors or supervisors of the Company or its affiliated enterprises.
(3) They, their spouses, minor children, or individuals holding more than 1% of the total issued shares of the Company, or within the top ten shareholders, are not natural person shareholders.
(4) They, their spouses, relatives within the second degree of kinship, or relatives within the third degree of direct blood relationship of the persons listed in (1) or (2) are not managers, or relatives within the second degree of kinship or within the third degree of direct blood relationship of the persons listed in (2) or (3).
(5) They are not directors, supervisors, or employees of legal person shareholders who directly hold more than 5% of the total issued shares of the Company, are among the top five shareholders, or have been appointed as directors or supervisors in accordance with Article 27, Paragraph 1 or 2 of the Company Act.
(6) They are not directors, supervisors, or employees of other companies where more than half of the director seats or voting rights of the shares are controlled by the same person who controls the Company.
(7) They are not directors (trustees), supervisors (auditors), or employees of other companies or institutions where the Chairman or President of the Company holds the same position or is a spouse.
(8) They are not directors (trustees), supervisors (auditors), managers, or shareholders holding more than 5% of the shares of specific companies or institutions with financial or business transactions with the Company.
(9) They are not professionals, sole proprietors, partners, directors (trustees), supervisors (auditors), managers, or spouses providing audit or related services to the Company or its affiliated enterprises and have not received cumulative compensation exceeding NT$500,000 in the last two years.
(10) They do not have a spouse or relative relationship within the second degree with other directors. 0
Independent Director
Ku, Mu-Chin 0
Independent Director
Hsieh, Cheng-Han 0

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2. Attendance of Members at Compensation Committee Meetings

In 2025, the company's Compensation Committee held two meetings, and the attendance of the committee members is as follows:

Title Name Attendance in Person By Proxy Attendance Rate (%) Remarks
Convener Hung, Yin 2 0 100%
Committee Member Ku, Mu-Chin 2 0 100%
Committee Member Hsieh, Cheng-Han 1 0 100% Newly appointed on 04/07/2025
Committee Member Hsiao, Chin-Chung 0 0 0 resigned on 25/2/2025

3. Other Matters to be Recorded:

(1) If the Board of Directors does not adopt or amend the recommendations of the Compensation Committee, it shall specify the date, session, agenda content, Board resolution, and the Company's handling of the opinions of the Compensation Committee: None.
(2) If there are objections or reservations from members of the Compensation Committee regarding its decisions, and if there are records or written statements, it shall specify the date, session, agenda content, all members' opinions, and the handling of the members' opinions: None.

2.3.4 Operation Status of the Nomination Committee: Not applicable.
2.3.5 Corporate Governance Implementation Status and Deviations from "the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies" and the Reasons:

Evaluation Item Implementation Status (Note) Deviations from "the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies" and the reasons
Yes No Abstract Illustration
1. Does the Company establish and disclose the Corporate Governance Best-Practice Principles based on "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies"? V The Company has established the "Corporate Governance Best Practice Principles" which have been disclosed on the website of the Company. None
2. Shareholding structure & shareholders' rights
(1) Does the Company establish an internal operating procedure to deal with shareholders' suggestions, doubts, disputes and litigations, and implement based on the procedure? V (1) The Company has established a spokesperson, deputy spokesperson, and shareholder service department to handle suggestions, doubts, disputes, and litigation matters from shareholders. When necessary, legal advice is sought for the most appropriate handling. None
(2) Does the Company possess the list of its major shareholders as well as the ultimate owners of those shares? V (2) The Company confirms changes in shareholding of directors and major shareholders every month to understand their shareholding status. None
(3) Does the Company establish and execute the risk management and firewall system within its conglomerate structure? V (3) The Company's transactions with affiliated companies comply with relevant regulations. None
(4) Does the Company have internal regulations to prohibit Company insiders from using unpublished information in the market to buy and sell securities? V (4) The Company has established a "Prevention of Insider Trading Management Procedures" to protect investors and safeguard the interests of the Company. None

3. Composition and Responsibilities of the Board of Directors V V (1) The composition of the Board of Directors of the Company emphasizes diversity. Members generally possess the knowledge, skills, and qualities necessary to perform their duties, and the Company strictly adheres to the guidelines. None
(1) Have a diversity policy and specific management objectives been adopted for the board and have they been fully implemented?
(2) Does the Company voluntarily establish other functional committees in addition to the Compensation Committee and the Audit Committee? V V (2) In addition to the Compensation Committee and the Audit Committee established in accordance with the law, the Company has not established any other functional committees. Established as required in the future.
(3) Does the Company establish a standard to measure the performance of the Board, and implement it annually and submitted the results of performance evaluation to the Board of Directors for reference in the salary and remuneration of individual Directors and nomination for re-appointment? V (3) The Company has established the performance evaluation method and approach for the Board of Directors to review the effectiveness of the Board of Directors and conduct performance evaluations on a regular basis. The results of the performance evaluations are submitted to the Board of Directors and used as a reference for the remuneration and nomination of individual directors. None
(4) Does the Company regularly evaluate the independence of CPAs? V (4) The Company’s Audit Committee evaluates the independence and suitability of the certifying accountants every year. The evaluation includes: independence requirement review, independence operation review, and suitability review. To summarize the evaluation results, the independence, suitability and audit quality indicators of our company’s certified public accountants and their firms all meet the standards. The results have also been submitted to the Audit Committee and the Board of Directors for approval on March 10, 2026 Please refer to Table 1. None
4. Does the TWSE/GTSM listed companies have an appropriate number of corporate governance personnel, and appoint a corporate governance supervisor to be responsible for corporate governance-related affairs (including but not limited to providing information required by Directors and to carry out business, assisting Directors and to comply with laws and regulations, handling matters related to meetings of the Board of Directors and shareholders’ meeting according to law, and making minutes of meetings of the Board of Directors and shareholders’ meeting, etc.)? V The company’s board of directors passed a resolution on May 5, 2023, in accordance with the "Main Points for the Establishment and Exercise of Powers of the Board of Directors of Listed Companies", to appoint a corporate governance director to be responsible for corporate governance-related matters, and to appoint a stock affairs specialist to assist in handling related matters, including the information required for directors and independent directors to perform their duties, matters related to the meetings of the board of directors and shareholders, company change registration, and the preparation of minutes of the board of directors and shareholders meetings. None
5. Does the Company established communication channels with stakeholders (including but not limited to shareholders, employees, customers and suppliers, etc.), established a stakeholder area on the Company website, and properly respond to important corporate social responsibility issues that stakeholders are concerned about? V The Company’s website includes a section dedicated to stakeholders, and contact information for spokespersons and various relevant departments is provided on the Company’s website. This is to appropriately address stakeholders’ concerns, including issues related to corporate social responsibility. None
6. Does the Company appoint a professional shareholder service agency to deal with shareholder affairs? V The Company has appointed the Securities Agency Department of Agency Department of CTBC Bank to handle matters related to stock affairs and shareholders’ meetings. None
7. Information Disclosure V (1) The Company has established a website to disclose financial standings and the status of corporate governance None
  • 22 -

(2) Does the Company have other information disclosure channels (e.g., building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? V (2) The Company currently only has a Chinese website to disclose financial business and information related to corporate presentations, implementing a spokesperson system, and establishing a stakeholder section to provide a smooth communication channel. None
(3) Does the Company announce and report the annual financial report within two months after the end of the fiscal year, and announce and report the financial reports of the first, second and third quarters and the operating conditions of each month before the prescribed time limit? V (3) Although the Company has not yet announced and filed its annual financial report within two months after the end of the fiscal year, it still announced its first, second and third quarter financial reports and monthly operating conditions before the statutory deadline. None
8. Is there any other important information to facilitate a better understanding of the Company's corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, Directors' and training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for Directors and )? V 1. Employee Rights and Interests, Employee Care: Please refer to page 53 of this annual report.
2. Investor Relations: The Company has designated personnel to promptly announce financial, operational, and insider trading information on the "Public Information Observation Platform" to achieve information transparency and openness.
3. Supplier Relations: The Company has established supplier audit and evaluation procedures, and only those who pass the audit can become cooperation partners. Additionally, the company has set up a complaint mailbox as a channel for communication and complaints.
4. Rights of Stakeholders: The company's website has a stakeholder area to provide a communication channel to safeguard the rights and interests of both parties.
5. Directors' further education status: Please refer to Table 2.
6. Implementation of risk management policies and risk measurement standards: The Company's major operational policies, investment projects, endorsements, guarantees, capital loans, bank financing and other major proposals are evaluated and analyzed by appropriate responsible departments and implemented in accordance with the resolutions of the Board of Directors. The audit department also formulates its annual audit plan based on the risk assessment results and implements it to implement the supervision mechanism and control the implementation of various resolutions.
7. Implementation of Customer Policies: The Company maintains close communication with customers at all times and promptly informs them of the smooth progress of executions.
8. The Company purchases liability insurance for directors and executives annually. None
9. Please refer to the results of the recent annual Corporate Governance Evaluation published by the Corporate Governance Center of Taiwan Stock Exchange to the situation where improvements have been made, and to the areas where improvements have not been made:
The Company conducts reviews and develops feasible improvement plans based on evaluation results. For example, the main focus is on enhancing information transparency, mainly through website disclosure, to prioritize the maintenance of shareholder-related information and establish an English website.
  • 23 -

Table 1: The Standards for Evaluating CPA's Independence and Competency

Assessment content
Evaluation Item Yes No
1. Does the CPA act as a director of The Company or a director of an affiliated Company? V
2. Is the CPA a shareholder of The Company or an affiliated enterprise? V
3. Is the CPA paid by The Company or an affiliate? V
4. Whether the CPA has confirmed that the external audit firm to which it belongs has complied with the relevant independence norms V
5. CPA has not served as Company Director, Manager, or in positions that have major impact on Company's audits within 1 year of termination. V
6. The auditors provided our company's audit services, and there has never been a situation where they have been doing so for seven consecutive years. V
7. Whether the CPA meets the requirements about independence referred to in the Statement of the Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10, and whether the Company acquires the “Statement of Independence” issued by the CPA. V
8. Does the Accounting firm of CPA have sufficient scale and resources to handle Company audit services? V
9. Does the Accounting firm of CPA notify the management of any significant problems and developments in risk management, corporate governance, financial accounting and related risk control in a timely manner? V
Work Performance and Achievement
Evaluation Item Yes No
1. Timely completion of financial reports for eachperiod of the previous year as scheduled. V
2. Provide financial and tax consulting services to the Company irregularly V
Evaluation Results
Based on the above assessment, the certified public accountant and their accounting firm are deemed to be in a position of independence and competence and are qualified to issue the company's financial statements.

Table 2: Continuing Education of Directors in 2025

Title Name Dates Hosted by Training/Speech Title Duration (hours)
From to
Chairman Chung, Yu-Lin 2025/3/10 2025/3/10 TCGA Case studies of short-term trading and insider trading 3
2025/3/10 2025/3/10 TCGA Corporate Governance and Securities Regulations 3
Director Chiang, Shih-Yuan 2025/7/9 2025/7/9 TWSE 2025 Cathay Sustainable Finance and Climate Change Summit 6
2025/9/26 2025/9/26 SFI 2025 Insider Trading Prevention Promotion Meeting 3
Director Lee, Chung-His 2025/3/10 2025/3/10 TCGA Case studies of short-term trading and insider trading 3
2025/3/10 2025/3/10 TCGA Corporate Governance and Securities Regulations 3
Director Hsiao, I-Fan 2026/3/9 2026/3/9 Taipei Foundation Of Finance Corporate Governance - Fintech Through Stablecoins: Blockchain Practices and the Future 3
Director Chuan, Chun-Yu 2025/7/9 2025/7/9 TWSE 2025 Cathay Sustainable Finance and Climate Change Summit 6
2025/11/21 2025/11/21 SFI 2025 Insider Equity Transaction Legal Compliance Briefing 3

Independent Director Ku, Mu-Chin 2025/2/21 2025/2/21 NFCPAA ESG National Federation Sustainability Report Workshop 3
2025/6/26 2025/6/26 NFCPAA 2025 Ministry of Economic Affairs Investment Review Division Investment Business and New Online Application Promotion Meeting 3
2025/7/14 2025/7/14 NFCPAA Accounting treatment related to climate change 3
2025/7/21 2025/7/21 NFCPAA Workshop on "Money Laundering Prevention - Case Sharing on Corporate Fraud" 3
2025/8/7 2025/8/7 NFCPAA Analysis of Criminal Legal Risks in Accountant Practice - Starting with the "Loss Recognition" IBF case 3
2025/8/11 2025/8/11 NFCPAA OTC Market Assists SMEs and Innovative Enterprises Towards Success - OTC Market Plus, Simplified Public Offering and OTC Listing 3
2025/8/19 2025/8/19 NFCPAA 2025 Accountant Professional Ethics and Discipline Forum 3
2025/8/20 2025/8/20 NFCPAA A Practical Discussion on Internal Control and Audit System Templates for Accountants in Preventing Money Laundering and Combating Terrorism Financing 3
Independent Director Hung, Yin 2025/2/21 2025/2/21 NFCPAA ESG National Federation Sustainability Report Workshop 3
2025/4/1 2025/4/1 NFCPAA Money laundering prevention: emerging financial crime trends, cases, and preventative measures 3
2025/6/26 2025/6/26 NFCPAA 2025 Ministry of Economic Affairs Investment Review Division Investment Business and New Online Application Promotion Meeting 3
2025/7/9 2025/7/9 TWSE 2025 Cathay Sustainable Finance and Climate Change Summit 3
2025/8/11 2025/8/11 NFCPAA OTC Market Assists SMEs and Innovative Enterprises Towards Success - OTC Market Plus, Simplified Public Offering and OTC Listing 3
2025/8/19 2025/8/19 NFCPAA 2025 Accountant Professional Ethics and Discipline Forum 3
2025/9/18 2025/9/18 NFCPAA Carbon Accounting: Introduction to GHG Protoco and its Connection to Financial Information 3
2025/10/30 2025/10/30 NFCPAA Analysis of the Differences between the Corporate Accounting Standards Bulletin and the IFRSs Latest Approved by the Financial Supervisory Commission 3
2025/10/31 2025/10/31 SFI 2025 Insider Equity Transaction Legal Compliance Briefing 3
Independent Director Hsieh, Cheng-Han 2025/08/15 2025/08/15 TWSE CDP and its corresponding IFRS S2 problem analysis and promotion course 6
2025/10/16 2025/10/16 SFI The 15th Taipei Corporate Governance Forum 6

Note: TCGA : Taiwan Corporate Governance Association ; TWSE: Taiwan Stock Exchange Corporation; SFI: Securities & Futures Institute; NFCPAA : The National Federation of CPA Associations of the R.O.C.


2.3.6 Promotion of Sustainable Development – Implementation Status and Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons

Item Implementation Status Non-Implementation and its reason(s)
Yes No Summary description
1. Does the Company have a governance structure for sustainability development and a dedicated (or ad-hoc) sustainable development organization with Board of Directors authorization for senior management, which is reviewed by the Board of Directors? V The company has established a "Sustainability Project Team," which is the highest-level decision-making body for promoting sustainability-related issues. The General Manager serves as the Chairman, and the Deputy General Manager as the Vice Chairman. This team is responsible for leading the planning, execution, tracking, and supervision of the effective implementation of sustainability-related action plans. The Sustainability Project Team serves as a cross-departmental communication platform for ESG issues within the company. It comprises the Sustainability Operations Team, Corporate Governance Team, Risk Management Team, Information Security Team, Customer Service and Supplier Management Team, Employee Care Team, and Social Welfare Team. Members of the Sustainability Project Team are invited from relevant departments, responsible for planning, executing, and regularly reviewing objectives and plans. The Sustainability Operations Team is responsible for the operation of the Sustainability Project Team and the promotion of sustainability-related work. To improve sustainability management, our company established the "Sustainability Project Team" in 2024 as a unit to promote corporate sustainability. This team is responsible for analyzing ESG development trends, understanding stakeholder needs and expectations, identifying major sustainability issues related to company operations, developing response strategies, guiding relevant departments in planning, and regularly tracking implementation results to ensure that all sustainability measures are implemented in daily operations. The Sustainability Project Team reports to the Board of Directors annually. The report includes: (1) a report on stakeholder identification and communication; (2) a report on the operation and implementation of integrity-based business practices; (3) a report on risk management operations; and (4) a report on information security risk management and implementation. In addition to reviewing the sustainability report, the Board of Directors uses meetings to understand the progress of sustainable development and provides timely suggestions and feedback to ensure the implementation of sustainability policies and objectives. The final report date for this year is March 10, 2026. None
2. Does the Company follow materiality principle to conduct risk assessment for environmental, social and corporate governance topics related to Company operation, and establish risk management related policy or strategy? V This disclosure and risk assessment scope covers the Company's operational headquarters in Kaohsiung during 2025. The Company has no subsidiaries; therefore, the sustainability report's reporting scope is consistent with the consolidated financial statements. Risk assessments and explanations of sustainability performance are provided for the portions of the consolidated financial statements that involve actual operating activities. The Company analyzes sustainability issues based on the principle of materiality in the sustainability report, through review of relevant domestic and international laws and regulations, research reports, and internal and external stakeholder surveys and communications. For topics that may impact operations, risk assessments are conducted, response strategies and concrete action plans are developed, and regular monitoring and control are implemented to keep risks within acceptable limits. The Company established the "Risk Management Policy and Procedures" in 2024, which was approved by the Board of Directors. The Company has established management policies or strategies for environmental, social, and corporate governance risks; please refer to Table 1. None
  • 26 -

| 3. Environmental Topic
(1) Has the Company set an environmental management system designed to industry characteristics?
(2) Does the Company endeavor to use energy more efficiently and to use renewable materials with low environmental impact? | V | (1) The Company adheres to relevant regulations set by the competent authorities to establish measures for environmental pollution prevention, such as air pollution and runoff wastewater pollution reduction. We require contractors to operate in compliance and conduct daily environmental management advocacy at construction sites.
(2) A. Integration and implementation of the environmental management system for the office area:
(A) Air conditioning temperature control at 26-28℃ with no leakage.
(B) Improve lighting performance, gradually replacing it with LEDs, and adopting zoned control for the lighting system, allowing lights in each area to be easily turned off, and enabling users to turn off lights, power off appliances, and unplug devices when not in use.
(C) Use waste paper for printing internal company documents as much as possible to increase reuse rates and reduce paper waste.
(D) Use electronic document processing and electronic signatures for operational operations to reduce paper usage and achieve energy conservation and carbon reduction.
(E) Install water-saving devices on faucets and restrooms to regulate water flow and effectively manage water resources.
(F) Purchase products with environmental labels, energy-saving labels, water-saving labels, and high EER values.
B. Specific measures for implementing low-carbon projects:
(A) Reduce material usage through optimized structural design; utilize natural lighting and ventilation design to reduce air conditioning and lighting energy consumption in future operation phases.
(B) Regarding the use of recycled materials, attention will be paid to the proportion of recycled materials used in steel bars and concrete, ensuring that safety and performance are not compromised.
(C) Construction machinery will be strictly managed to avoid idling; priority will be given to the use of hybrid and electric construction machinery or vehicles that meet environmental emission standards.
(D) In the selection of building materials, priority will be given to environmentally friendly products with energy-saving, water-saving, and green building material certifications, providing customers with residential products that have a low environmental impact.
(E) Raw materials will be sourced locally to reduce transportation costs; unless otherwise requested by the client, all materials will be sourced from local Taiwanese suppliers. | None |
| --- | --- | --- | --- |
| (3) Has the Company evaluated the potential risks and opportunities posed by climate change for its business now and in the future and adopted relevant measures to address them?
(4) Did the company collect data for the past two years on greenhouse gas emissions, volume of water consumption, and the total | V | (3) For the Company’s assessment of climate change-related risks and opportunities and corresponding measures, please refer to the “Implementation Status of Climate-Related Information” in this annual report. For the Company’s assessment of climate change-related risks and opportunities and corresponding measures, please refer to the “Implementation Status of Climate-Related Information” in this annual report.
(4) The company’s greenhouse gas inventory is based on the ISO 14064-1:2018 standard. The inventory scope is primarily our company, and we have no subsidiaries with consolidated financial statements. The statistical data for greenhouse gas emissions, water consumption, and waste over the past two years are as follows: | None |

  • 27 -

  • 28 -

| weight of waste, and establish policies for greenhouse gas reduction, reduction of water consumption, or management of other wastes? | | A. Greenhouse Gas Emissions:
For our company's greenhouse gas inventory results, confidence levels, and reduction policies, please refer to the "Company's Greenhouse Gas Inventory and Confidence Level for the Most Recent Two Years" section of this annual report.

B. Water Resource Management:

Year 2024 2025
Water Consumption (metric tons) 10.8417 13.7481
--- --- ---

In 2025, our company's total water consumption was 13.7481 metric tons, an increase of 26.81% compared to the previous year. The increase in water consumption was mainly due to an increase in the number of employees. In response, we will strengthen the promotion of our energy conservation and carbon reduction policies to achieve our established water resource management goals.

C. Waste Management:
Our company's operational headquarters has a streamlined workforce, and daily waste mainly consists of office and domestic waste. To ensure sustainable management, our company adheres to the building's waste sorting and recycling policies and outsources waste disposal to licensed companies. Although the total amount of waste is relatively small, our company is committed to reducing waste at the source and will continue to optimize the relevant data recording mechanism.

| 4. Social Topic
(1) Does the Company set policies and procedures in compliance with regulations and internationally recognized human rights principles? | V | (1) Our company adheres to the government's Labor Standards Act, Employment Service Act, Regulations Governing the Employment of Foreigners, and the Ministry of Labor's Report on the Protection of Labor Rights, and draws upon internationally recognized fundamental labor rights principles, including the "UN Guiding Principles for Business and Human Rights," the "Declaration of the Fundamental Principles and Rights of the Worker," the "Universal Declaration of Human Rights," and the "Code of Conduct of the Responsible Business Alliance." We have established a "Human Rights Policy" that makes commitments regarding "freedom of choice of occupation," "youth workers," "working hours," "wages and benefits," "humane treatment," "non-discrimination," and "freedom of association," applicable to all stakeholders, including all employees and supply chain partners.

Our company uses the Board of Directors as the highest governing body for human rights issues, authorizing the "Sustainability Project Team" to oversee the management of sustainability-related issues. The "Sustainability Project Team" has a "Sustainable Operations Team," whose members are heads of relevant departments, responsible for promoting and implementing human rights-related management issues and regularly reporting results to the Board of Directors to ensure that human rights commitments are implemented in the company's daily operations.

Our company has formulated and actively promotes gender equality in the workplace law and related policies and measures to prevent sexual harassment. With a focus on non-discrimination and equality, we strive to foster mutual respect and cooperation among colleagues, practically implementing gender equality in the workplace and encouraging proactive measures to ultimately eliminate gender discrimination and achieve substantive equality in gender work rights, thereby creating a friendly working environment. In 2025, there were no incidents of discrimination, sexual harassment, coercion, or infringement of employee rights within our company. | None |
| --- | --- | --- | --- |


| (2) Has the Company established appropriately managed employee welfare Procedures (include salary and compensation, leave and others), and link operational performance or achievements with employee salary and compensation? | V | (2)
A. Employee benefits: Please refer to page 53 of this annual report, under "V. Labor Relations".
B. Reflecting business performance through employee compensation:
(A) Salary standards: We participate in salary surveys to adjust salaries according to market trends.
(B) Performance criteria: Employee salaries are adjusted based on Company performance and individual performance.
(C) Promotion mechanism: We have established promotion mechanisms to provide opportunities for outstanding talents. | None |
| --- | --- | --- | --- |
| (3) Does the Company provide employees with a safe and healthy working environment, with regular safety and health training? | V | (3) To prevent potential health or safety hazards to employees, the company is committed to creating a safe and healthy workplace environment. During new employee recruitment and on-the-job training, employees are informed that "if an immediate danger is detected while performing their duties, they must immediately stop work and retreat to a safe location without endangering the safety of other workers." A reporting process for occupational hazards and dangerous situations has been established, enabling workers to immediately report to their immediate supervisors.
Hazard prevention measures have also been developed; please refer to the "Happy Workplace" section on the company website.
In 2025, the company had no occupational accidents or fires. Annual electrical maintenance and regular inspections of related electrical equipment are conducted; building safety inspections and fire drills are performed; and one first-aid training session is held.
In 2025, the company conducted occupational safety and health training, training a total of 13 people for a total of 39 hours.
In 2025, the company conducted 4 hazard notification and safety and health management training sessions for contractors, involving 6 companies and a total of 36 participants. | None |
| (4) Has the Company established effective career development training plans? | V | (4) We conduct annual interviews between unit supervisors and employees to discuss career planning and development. Training programs cover various aspects such as new employee training, professional training, hierarchical (functional) training, and instructor training. We provide mechanisms for applying for relevant internal and external training courses. | None |
| (5) Does the company comply with the relevant laws and international standards with regards to customer health and safety, customer privacy, and marketing and labeling of products and services, and implement consumer protection and grievance policies? | V | (5)
A. The confidential information exchanges between the company and its suppliers and customers due to business needs are protected through the signing of information confidentiality contracts or confidentiality agreements to protect the rights and interests of both parties.
B. The company has established "House Handover and Customer Complaint Handling Procedures". The relevant responsible units establish communication channels with customers based on this procedure, handle customer complaints promptly and effectively, and protect the rights and interests of customers.
C. The company has established a "Code of Conduct for Honest Business Practices", "Operating Procedures and Guidelines for Honest Business Practices", and "Code of Ethical Conduct" which require company personnel to comply with fair trade regulations, treat the company's customers, competitors and employees fairly, and not to obtain improper benefits by manipulating, concealing or abusing information obtained in the course of their duties, making false statements on important matters or other unfair trading practices.
D. We have implemented a "Personal Data Protection Management Method" to regulate the collection, processing, and utilization of personal data, ensuring the confidentiality, integrity, availability, and legal compliance of personal data. | None |

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Table 1: The Company has established management policies or strategies for environmental, social, and corporate governance risks, as explained below:

Major Issues Categories Risk Assessment Projects Management Policies or Strategies
Environmental Climate change risks 1. For outdoor work in high temperatures, implement hazard prevention and management measures such as setting up simple sunshades and rest areas.
Social Raw material price and supply chain risks 1. Adjust the premium for construction costs in advance to increase the safety margin and prevent future cost increases from negatively impacting company profits. 2. Change construction methods and adopt aluminum formwork to reduce the need for formwork workers and effectively improve construction efficiency.

| | | 3.Incorporate energy-saving design into the building to reduce energy consumption and align with green building and environmental sustainability principles.
4.Establish long-term and stable partnerships. |
| --- | --- | --- |
| Occupational hazard risks | 1.Training and Education: Before work commences, workers should be clearly informed of the work location, work content, and associated environmental hazards, and receive safety and health training to enhance their safety awareness.
2.Use of Appropriate Equipment and Tools: Understand safe operating procedures and risk management measures. Ensure that appropriate equipment and tools are available on the work site to handle heavy materials. Use cranes, lifting slings, and other suitable equipment to reduce the risks associated with manual handling.
3.Safe Zone Delineation: Delineate safe zones on the work site and store heavy materials in designated areas to reduce the risk of contact with heavy materials and provide sufficient space for work.
4.Establishing Stable Supports: When handling heavy materials, ensure that the materials are stably supported on appropriate surfaces or structures. This includes using support frames, timber supports, or support beams.
5.Use of Personal Protective Equipment: Workers should wear appropriate personal protective equipment, such as safety helmets, safety belts, goggles, and protective footwear, to provide additional protection and mitigate potential injuries. |
| Financial risks | 1.Closely monitor interest rate trends and take necessary hedging actions to mitigate the adverse effects of interest rate hikes.
2.Communicate regularly or irregularly with financial institutions regarding the company's financial and operational status, such as submitting financial statements and construction project plans. This allows banks to obtain timely information about the company, understand its operational status, and thus help secure better financing terms and provide advice and support on future development.
3.Adopt a conservative financial plan, prioritizing the repayment of loans with idle funds. |
| Investment risks | 1.Expand into real estate markets in different regions to diversify asset allocation. Actively develop building products suitable for future population structures to seize future business opportunities.
2.Launch non-residential products such as commercial office buildings, factory buildings, etc., in response to market demands.
3.For hillside areas and geologically sensitive potential areas, the engineering department must conduct in-depth assessments of the geologically sensitive land in the early stages. Geological improvement, foundation engineering, and structural engineering should be implemented to overcome potential risks.
4.Utilize seismic isolation and damping techniques, emphasizing seismic resistance to reduce losses during earthquakes.
5.Continuously research and develop new technologies and construction methods to make structures stronger and more reliable, such as using high-strength concrete, high-strength steel reinforcement, and high-strength steel frames.
6.The company engages engineering consultants to audit construction quality to maintain on-site quality and safety.
7.Conduct environmental assessments before construction and regularly monitor and manage environmental and construction risks during the project. |
| Governance | Cybersecurity risks | 1.Based on our company's "Information Security Management Regulations," we have established a comprehensive information security risk management organization and system. Through the formulation of risk management policies, the development of management rules, information security education and training, and regular risk assessments, we identify potential information security risks, further establish improvement goals, and formulate action plans to ensure the effective operation of the company's critical systems, such as operations and accounting.
2.The company strictly adheres to the Personal Data Protection Act and its implementation rules as announced by the Ministry of Justice in the collection and storage of customer data at all stages.
3.Signed sales contracts and copies of customer identification documents are centrally managed and stored by the Accounting Department.
4.The company's internal computer system uses access control for logins. Each login records the user, login time, and purpose to ensure that customer personal data is not leaked. |

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2.3.7 Climate-related Information Implementation Status (TCFD Report)

Description Implementation Status
1. Disclose the Board's oversight and the organization's governance around climate-related risks and opportunities. To effectively address climate change-related issues, the Company has established the "Sustainability Project Team" as its highest-level organization for climate change management. The "Risk Management Team" oversees the management and operation of this team, monitoring stakeholder demands and trends regarding climate issues, convening relevant departments to assess and manage climate risks, and developing strategic or target-based plans. These plans are then reported to senior management for confirmation of the actions taken.
The Sustainability Project Team will report to the Board of Directors at least once a year on: (1) climate change-related risk management; (2) progress of greenhouse gas inventory; and (3) related action plans and their implementation, enabling Board members to understand the progress of climate change mitigation efforts and to provide timely recommendations and feedback.
2. Describe the impact of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning identified over the short, medium, and long term.
3. Describe the financial impact of climate-related risks and transition risks. The Company assesses climate change risks and opportunities based on a methodology that evaluates the impact/relevance level of risk items to the Company and the timing of their occurrence to generate a risk matrix.
The results of climate risk and opportunity identification are as follows: Climate Change Risks (Medium to High Risk Levels):
Type Risks Timing Financial Impacts
Transition Risks Carbon fee collection short-term Government-imposed carbon fees will indeed lead to an increase in operational costs, as businesses will be required to pay for their carbon emissions.
Customer requirements for the use of renewable energy short-term Building renewable energy generation facilities or purchasing renewable energy will indeed increase capital expenditures or operational costs
Low carbon technology transition short-term 1. Replacing energy-consuming equipment and purchasing carbon reduction equipment will indeed increase capital expenditures.
2. Business revenue may decrease due to not meeting customer demand for low-carbon production.
Increased climate-related information disclosure requirements short-term Verifying climate-related information disclosure will indeed increase management cost
Physical Risks Buildings and facilities damaged by typhoons, strong winds and heavy rains short-term The repair costs resulted from facility and equipment damage
Climate-related Opportunities
Type Opportunities Financial Impacts
Energy Source Expanding the use of renewable energy 1. Setting up renewable energy equipment can reduce the demand for purchased electricity, thereby lowering the expenditure on purchased electricity costs.
2. It can increase the diversity of power sources, reducing the risk of increased electricity costs due to rising international fuel prices.
Resilience Improving energy usage efficiency 1. Improving energy efficiency can reduce greenhouse gas emissions, enhancing the market competitiveness of the Company's products.
2. Replacing old, energy-consuming equipment can lower electricity expenditure.
3. Reducing greenhouse gas emissions can decrease the operational costs generated by carbon fees.
Markets Obtaining certification for sustainable management systems. Meeting customer expectations for ESG (Environmental, Social, and Governance) can create strong collaborative relationships and seize opportunities for potential new customer partnerships.
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4. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organization’s overall risk management. In accordance with our company’s "Risk Management Policies and Procedures," climate change risks are incorporated into our management scope for further risk assessment and management. In terms of process, we refer to the TCFD framework to identify climate change risks and opportunities, formulate response measures and target solutions, hoping to mitigate the impact of climate change factors on our business operations and enhance our climate resilience. Climate risk identification and assessment are conducted by the "Sustainability Project Team," which convenes relevant departments under the "Risk Management Team." Using internal data such as policy and regulatory changes, market trends, and historical disaster records, a list of climate change risk issues is compiled. Furthermore, by setting future climate scenarios, we identify and analyze potential future risks, and conduct qualitative or quantitative analysis of potential medium- to high-risk items. We assess the extent to which these risks may impact our financial situation, and then create a climate change risk matrix based on the "impact/relevance" and "probability/timing" of occurrence, completing a materiality assessment analysis.
5. Describe the resilience of the organization’s strategy, taking into consideration different climate-related scenarios, including parameters, assumptions, analysis factors, and major financial impacts. The Company may not belong to industries with high carbon emissions intensity, but the impacts of climate change resulting from global warming are significant for key stakeholders. To promptly address market trends and potential customer demands, the Company conducts scenario analysis to identify climate change risks and opportunities. The results of this assessment are thoroughly examined by business units and functional departments to serve as reference guidelines for daily operational adjustments. Additionally, regular progress and outcome reports are submitted to the board of directors, serving as factors for consideration in group operations and decision-making processes.
6. Describe the index and targets used by the organization to identify and manage physical risks and transition risks and performance against targets. None
7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. Our company uses the carbon fee rate (NT$300/CO2e) announced by the Ministry of Environment as the price per metric ton of carbon to assess the relevant risks that the organization may face in the future.
8. If climate-related goals are set, it should explain the activities covered, scopes of greenhouse gas emission, planning schedule, and the progress achieved each year, etc. If carbon offsetting or Renewable Energy Certificates (RECs) are used to achieve these goals, it should explain the source and quantity of carbon offsets or the number of RECs exchanged. Not applicable
9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan (separately fill out in points 1-1 and 1-2 below). Please see the table below for details.

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1-1. Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years

1-1-1 Greenhouse Gas Inventory Information

Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years.

As the Company's paid-in capital is below NT$5 billion, pursuant to the "Sustainability Development Roadmap for TWSE/TPEx Listed Companies," the Company is required to disclose parent-company-only GHG Inventory information starting from 2026, and consolidated GHG Inventory information starting from 2027. To proactively comply with the relevant regulations, the Company voluntarily established a GHG Inventory management mechanism beginning in 2024 in accordance with the ISO 14064-1 standard issued by the International Organization for Standardization. The inventory scope for 2024 covered only the Company's operational headquarters located in Kaohsiung. As the Company currently has no consolidated subsidiaries, the inventory covered facilities under the Company's operational or management control. The greenhouse gas emission data for the most recent two years are as follows:

Category Unit 2024 2025
Scope 1 Metric ton CO2e 0.373 0.973
Scope 2 Metric ton CO2e 2.122 5.169
Total Emissions Metric ton CO2e 2.495 6.142
business income 1,000 yuan 1,166,647 1,259,124
GHG Emission Intensity (Total Emissions / business income) Metric ton CO2e / 1,000 yuan 0.00000214 0.00000488

Note 1: The greenhouse gases surveyed only include: carbon dioxide (CO2), methane (CH4), and nitrous oxide (N2O).
Note 2: The standard used is in accordance with the GHG Protocol on Greenhouse Gas Inventory, and the operating control method is adopted.
Note 3: The emission coefficients are sourced from Table 6.0.4 of the Ministry of Environmental Protection's Greenhouse Gas Emission Coefficient Management Table and the 2024 electricity carbon emission coefficients announced by the Energy Administration of the Ministry of Economic Affairs.
Note 4: The above data is based on our company's own inventory and has not been verified by any third party.
Note 5: Business income is based on financial reporting data verified by KPMG.

1-1-2 Greenhouse Gas Assurance Information

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.

According to regulations, our company is required to obtain a confidence opinion on GHG Scope 1 and Scope 2 from the parent company in 2027 and a confidence opinion on GHG Scope 1 and Scope 2 at the financial statement boundaries in 2029. Therefore, the greenhouse gas information for this year has not yet been confirmed.

1-2. Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan

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.

According to regulations, the Company is required to disclose the GHG Scope 1 and Scope 2 inventory data for the 2026 financial statements in 2027, and to disclose the Group's base year for reduction and its data, reduction targets, strategies and specific action plans and the status of reduction target achievement in the same year. Therefore, it is expected that the relevant information will be disclosed in the 2026 sustainability report.


2.3.8 Implementation Status of the "Ethical Corporate Management Best Principles for TWSE/GTSM Listed Companies, Deviations and Causes for the Difference

Assessment Item Implementation Status (Note) Deviations and Causes for the Difference
Yes No Summary
1. Establishment of Corporate Conduct and Ethics Policy and Implementation Measures
(1) Does the Company have a clear ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team?
(2) Whether the Company has established an assessment mechanism for the risk of unethical conduct; regularly analyzes and evaluates within a business context, the business activities with a higher risk of unethical conduct; has established a program to prevent unethical conduct with a scope no less than the activities prescribed in paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies
(3) Whether the Company has established relevant policies that are duly enforced to prevent unethical conduct, provided implementation procedures, guidelines, consequences of violation and complaint procedures, and periodically reviews and revises such policies? V (1) The Company has established the "Ethical Corporate Management Best Practice Principles" approved by the Board of Directors, and discloses the integrity management policies and practices on internal regulations, annual reports, and the Company's website. Both the Board of Directors and the management team actively implement the commitment to integrity management policies.
(2) The Company requires directors, managers, employees, appointees, or those with substantial control capabilities to refrain from bribery and corruption, providing illegal political donations, improper charitable donations or sponsorships, offering or accepting unreasonable gifts, hospitality, or other undue benefits, infringing upon trade secrets, trademarks, patents, copyrights, and other intellectual property rights in the process of business activities. Additionally, the Company has established relevant operating procedures for employees to follow.
(3) The Company has established the "Operating Procedures and Behavioral Guidelines for Integrity Management" approved by the Board of Directors, which clearly define the patterns of various dishonest behaviors and the handling procedures. The Company also establishes a system for rewards and punishments, complaints, and disciplinary measures. A whistleblower mailbox is set up by the Company with dedicated personnel responsible for its operation and enforcement. None
2. Ethic Management Practice
(1) Whether the Company has assessed the ethics records of which it has business relationship with and includes business conduct and ethics related clauses in the business contracts?
(2) Whether the Company has established a unit which is dedicated to promoting the Company's ethical standards and regularly (at least once a year) reports directly to the Board of Directors on its ethical corporate management policy and relevant matters, and program to prevent unethical conduct and monitor its implementation?
(3) Whether the Company has established policies to prevent conflict of interests, provide appropriate communication and complaint channels and implement such policies properly? V (1) The Company conducts business activities in a fair and transparent manner, and before business transactions, it evaluates the relevant information of the parties with whom it is dealing, excludes those with records of dishonest behavior, and clearly stipulates the terms of honest behavior in the business contract.
(2) The Company has set up a dedicated unit for integrity management and management, which is responsible for the formulation of regulations related to integrity management, and on March 10, 2026, the results of the implementation of issues related to integrity management were summarized and submitted to the board of directors in a report.
(3) The Company has a reporting mailbox to provide a smooth channel for reporting. If any illegal behavior is discovered, you can report it directly to the Company and have it handled by a dedicated person. None
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(4) To implement relevant policies on ethical conducts, has the Company established effective accounting and internal control systems, audit plans based on the assessment of unethical conduct, and have its ethical conduct program audited by internal auditors or CPA periodically? V (4) The Company has established a complete accounting system and internal control system. The internal audit will conduct relevant inspections in accordance with the internal audit plan and internal audit implementation rules. If any major abnormality is discovered, the internal audit will immediately report to the Chairman and independent directors. and report it to the board of directors. None
(5) Does the Company provide internal and external ethical conduct training programs on a regular basis? V (5) The Company regularly holds internal and external publicity campaigns, arranging the Chairman, President or senior management to convey the importance of integrity to directors, employees and appointees. None
3. Implementation of Complaint Procedures
(1) Does the Company establish specific complaint and reward procedures, established conveniently accessible complaint channels, and designate responsible individuals to handle the complaint received? V (1) The Company has established a specific whistle blowing and reward system, and set up a whistle blowing mailbox managed by dedicated personnel. None
(2) Whether the Company has established standard operation procedures for investigating the complaints received, follow-up measures after investigation are completed, and ensuring such complaints are handled in a confidential manner? V (2) The Company has established operational procedures for handling whistle blowing matters; the relevant personnel handling the whistle blowing incidents are required to provide written assurances to maintain the confidentiality of the whistleblower's identity and the content of the whistle blowing. None
(3) Does the Company adopt proper measures to prevent a complainant from retaliation for his/her filing a complaint? V (3) The Company also commits in the operational procedures to protect whistleblowers from undue repercussions as a result of whistle blowing incidents. None
4. Information Disclosure
Does the Company disclose its guidelines on business ethics as well as information about implementation of such guidelines on its website and Market Observation Post System (MOPS) V The Company has already disclosed relevant information regarding integrity management on its corporate website and the website of the Market Observation Post System (MOPS). None
5. If the Company has established corporate governance policies based on Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe any discrepancy between the policies and their implementation: The "Ethical Corporate Management Best Practice Principles" established and operated by the Company complies with the regulation Integrity Management of Listed and Over-the-Counter Companies."
6. Other important information to facilitate better understanding of the Company's corporate conduct and ethics compliance practices (e.g., review the Company's corporate conduct and ethics policy):
The Company has revised and reviewed the "Ethical Corporate Management Best Practice Principles" in accordance with the revisions to the "Ethical Corporate Management Best Practice Principles of Listed and Over-the-Counter Companies." We have established corporate governance practices, Ethical Corporate Management Best Practice Principles and ethical behavior standards. Please refer to our Company's website: http://www.sandirealestate.com.tw.

2.3.9 Other important information that can enhance the understanding of corporate governance operation: Please refer to our website is: http://www.sandirealestate.com.tw

2.3.10 Internal Control System Execution Status

  1. Statement of Internal Control System:

Please refer to the Public Information Observation Station > Single Company > Corporate Governance > Corporate Regulations > Internal Control / Internal Control Statement Announcement, URL: https://mops.twse.com.tw/mops/#/web/t06sg20.

  1. If a CPA is appointed to conduct a special audit of internal control system, provide its audit report: None.

2.3.11 Important resolutions adopted by the shareholders' meeting and the board meeting in the most recent year and up to the publication date of the annual report.

  1. Major Resolutions of The Shareholders' Meeting
Name and Date of Meeting (Term/Sitting) Major Resolutions
The 2025 Shareholders' Meeting 2025.06.23 Ratification Items:
(1) Approved the Company's 2024 Business Report and Financial Statements.
(2) Approved the Company's 2024 profit and loss appropriation account statement.
Discussion Items:
(1) Approved the Amendment to the “Articles of Incorporation”
Election Matters:
(1) Election of one independent director.
Other Matters:
(1) Approved releasing non-competition restriction on Directors and representative.
  1. Summary of important resolutions of the Board of Directors Meeting:
Name and Date of Board Meeting (Term/Sitting) Major Resolutions
The 6th meeting of the 28th Board of Directors, 03/06/2025 (1) Case concerning the Company's "2024 Business Report and Financial Statements".
(2) Case concerning the Company's "2025 Operating Plan".
(3) Case concerning the effectiveness of the internal control system in 2024 and the issuance of the "Declaration of Internal Control System".
(4) Distribution of Directors' and Employees' Remuneration for the Fiscal Year 2024
(5) 2024 Profit and loss appropriation account statement.
(6) Amendment to the “Articles of Incorporation”
(7) Election of the company's one Independent Director.
(8) Proposal for the Nomination and Review of Director (including Independent Director) Candidates by the Board of Directors
(9) To Release non-competition restriction on Directors and their representative.
(10) Case concerning the convening of the Company's "2025 Annual Shareholders' Meeting".
(11) Assessment of the Independence and Suitability of the Appointed Auditor
(12) Appointment of the Company's Chief Financial Officer.
(13) Appointment of the Company's Accounting Manager.
The 7th meeting of the 28th Board of Directors, 05/09/2025 (1) Proposal regarding the 2025 Q1 Financial Statements.
(2) Regarding the case of insurancing "Directors, Supervisors and Managers Liability Insurance".
(3) Regarding the subscription of new capital increase shares of "Shanglin Real Estate Co., Ltd."
The 8th meeting of the 28th Board of Directors, 07/04/2025 (1) The case concerns the proposed purchase of land and buildings in the Class A Industrial zone of Zhuanziqiao Section, Daliao District, Kaohsiung City.
(2) Regarding the Company's proposed application for a long-term guarantee credit line from the Fengshan Branch of Chang Hwa Bank.
(3) Regarding the Company's endorsement and guarantee of JSL Construction and Development Co., Ltd. and SEL tech Co., Ltd.
(4) Regarding the acquisition of shares in National Petroleum Co., Ltd.
(5) Regarding the company's application for a long-term guarantee credit line from the Sanmin branch of Land Bank of Taiwan.
(6) Ratification of our application for a short-term guarantee credit line from the Kaohsiung North Branch, King's Town Bank.
(7) The proposal to appoint members of the sixth Salary and Compensation Committee.
(8) Regarding the proposed adjustment of the company's cash capital increase and domestic first guaranteed convertible corporate bond fund utilization plan in 2024.
The 9th meeting of the 28th Board of Directors, 08/08/2025 (1) Proposal regarding the 2025 Q2 Financial Statements.
(2) Revise certain clauses of the Company's "Organizational Regulations for the Salary and Compensation Committee".
(3) Revise the Company's "Decision-Making Authority Management Regulations".

The 10th meeting of the 28th Board of Directors, 09/18/2025 (1) Regarding the proposed amendment to the Company's "2024 Cash Capital Increase and Domestic First Guaranteed Convertible Corporate Bond Funds Utilization Plan".
The 11th meeting of the 28th Board of Directors, 11/11/2025 (1) Proposal regarding the 2025 Q3 Financial Statements.
(2) Regarding the case of the company's visa accountant's public expense in 2025.
(3) An audit plan for 2026 was formulated.
(4) Regarding the proposal to define the scope of the company's entry-level employees.
(5) Revise the internal control system, internal audit system, and management procedures.
(6) Revise certain clauses of the Company's "Key Points for the Establishment and Exercise of Power of the Board of Directors".
The 12th meeting of the 28th Board of Directors, 12/11/2025 (1) Regarding the company's 2022 private placement of common stock and the application for listing.
(2) Revise certain provisions of the Company's "Measures for the Issuance and Conversion of the First Domestic Guaranteed Convertible Corporate Bonds".
(3) Revise certain clauses of the Company's "Provisions for Procedures for Acquiring or Disposing of Assets".
(4) The case involves the proposed purchase of a construction project from a related party (San Di Construction Co., Ltd.).
(5) The proposed joint construction and sale agreement with a related party (Chung, Yu-Lin) is under consideration.
(6) Appointing a related party (San Chia Development & Construction Co., Ltd.) as the project's engineering management consultant.
(7) Update the relevant content of the non-certainty service appendix to the Company's "General Principles of the Pre-Approved Non-Confirmation Service Policy".
(8) The company's 2025 manager year-end bonus distribution matter.
The 13th meeting of the 28th Board of Directors, 03/10/2026 (1) Case concerning the effectiveness of the internal control system in 2025 and the issuance of the "Declaration of Internal Control System".
(2) Case concerning the Company's "2025 Business Report and Financial Statements".
(3) Case concerning the disposal of all equity interests held by the Company in Jia-xiang Development Construction Co., Ltd.
(4) Case concerning the assessment and appointment of the independence and competence of the Company's auditors.
(5) Case concerning the Company's "2026 Operating Plan".
(6) Case concerning the convening of the Company's "2026 Annual Shareholders' Meeting".
(7) To Release non-competition restriction on Directors and their representative.
The 14th meeting of the 28th Board of Directors, 05/11/2026 (1) Proposal regarding the "Distribution of Employees' and Directors' Compensation for 2025".
(2) Proposal regarding the "Proposal for Distribution of 2025 Profits".
(3) Proposal to transfer capital reserves to increase capital and issue new shares.
(4) Proposal regarding the "2026 Q1 Financial Statements".
(5) Proposal regarding the revision of the internal control system and internal audit system management procedures.
(6) Regarding the renewal of the short-term credit line with King's Town Bank.
(7) Regarding the proposed application for a medium-term credit line with Chang Hwa Commercial Bank.
(8) Amendments to certain provisions of the "Rules of Procedure for Shareholders' Meetings ".
(9) Amendments to certain provisions of the "Organizational Regulations of the Salary and Compensation Committee ".
(10) Addition of a new "Reason for Convening" to the Company's Annual Shareholders' Meeting in 2026.

2.3.12 In the most recent year and as of the date of publication of the annual report, whether any director has different opinions on important resolutions passed by the Board of Directors with have recorded written statements, and its main content: None.


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2.4 Audit Fee Information

2.4.1 The amount of audit fees and non-audit fees paid to CPA and its affiliated Accounting firm of CPA and the content of non-audit services are summarized as follows:

Unit: NT$ in Thousands

Audit Firm Name of CPA Audit Period Audit Fee Non-Audit Fee (Note) Total
KPMG Taiwan Kao, Yu-Lun 2025.01.01~2025.12.31 2,030 710 2,740
Chen, Yung-Hsiang

Note: Non-auditing public expenses - refers to the translation fees for English financial report and the miscellaneous expenses and costs paid in advance.

2.4.2 If there is any change in the accounting firm and the audit fee for the fiscal year following the change is lower than the audit fee for the previous fiscal year, the amounts and reasons for the audit fee before and after the change should be disclosed: None.

2.4.3 If the audit fee decreases by more than ten percent compared to the previous fiscal year, the amount, percentage, and reasons for the decrease in the audit fee should be disclosed: None.

2.5 Information Regarding the Change of Accountant: None.

2.6 The Company's Chairman, President, Chief Financial Officer or Chief Accounting Officer Who Has Worked for the CPA's Firm or Its Affiliates during the Last Fiscal Year: None.

2.7 Status of any Transfer of Shareholdings and Changes in Equity Pledge from the Directors, Managers and Shareholder(s) Holding More Than 10% of the Shares up to the publishing date of the annual report in the Most Recent Years:

2.7.1 Changes in Shareholding of Directors, Managers and Major Shareholders:

Equity Transfers: Public Information Observatory > Single Company > Equity Changes/Securities Issuance > Equity Transfer Information Inquiry > Post-Facto Report Form for Insider Shareholding Changes, [URL: https://mops.twse.com.tw/mops/#/web/query6_1].

Equity Pledge: Public Information Observatory > Single Company > Equity Change/Securities Issuance > Dissolution of Insider Pledge > Announcement of Dissolution of Insider Pledge, [URL: https://mopsov.twse.com.tw/mops/web/STAMAK03_1].

2.7.2 Equity transfer information: Not applicable.

2.7.3 Equity pledge information: Not applicable.


April 27, 2026
2.8 Relationship Among the Top Ten Shareholders

Name Current Shareholding Spouse & Minor Shareholding Shareholding by Nominee Arrangement Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within Two Degrees Note
Shares % Shares % Shares % Shares %
San Cia Development Construction Co., Ltd. Representative: Chung, Yu-Lin 20,000,000 17.98% - - - - Lou Ying Investment Co., Ltd. Person-in-harge of the Company is FDR -
Chung, Chia-Tsun first-degree relative (FDR)
San Di Construction Co., Ltd. Person in Charge: Chung, Yu-Lin 15,977,907 14.37% - - - - Lou Ying Investment Co., Ltd. Person-in-harge of the Company is FDR -
Chung, Chia-Tsun first-degree relative (FDR)
Dong Zheng Investment Consulting Co., Ltd. Person in Charge: Chung, Yu-Lin 10,600,000 9.53% - - - - Lou Ying Investment Co., Ltd. Person-in-harge of the Company is FDR -
Chung, Chia-Tsun first-degree relative (FDR)
Lou Ying Investment Co., Ltd. Representative: Chung, Chia-Tsun 7,419,689 6.67% - - - - San Cia Development Construction Co., Ltd. Person-in-harge of the Company is FDR -
San Di Construction Co., Ltd. Person-in-harge of the Company is FDR
Dong Zheng Investment Consulting Co., Ltd. Person-in-harge of the Company is FDR
Chung, Chia-Tsun 5,308,001 4.77% - - - - San Cia Development Construction Co., Ltd. Person-in-harge of the Company is FDR -
San Di Construction Co., Ltd. Person-in-harge of the Company is FDR
Dong Zheng Investment Consulting Co., Ltd. Person-in-harge of the Company is FDR
Chiang, Jia-ling 4,127,772 3.71% - - - - - - -
Chiang, Shao-Fu 3,313,686 2.98% - - - - - - -
Chang, Chao-Fan 2,987,303 2.69% - - - - - - -
Shen, Yi-Ru 2,761,699 2.48% - - - - - - -
Wang, Shou-Qian 1,787,835 1.61% - - - - - - -

2.9 The Number of Shares Held by the Company, the Directors, Managers, and Businesses Directly or Indirectly Controlled by the Company in the Same Joint Venture, and the Combined Shareholding Percentage: Not applicable.

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III. Capital and Shares

3.1 Capital and Shares (including Preferred Shares):

3.1.1 Capital and Shares

May 15, 2026

Year/ Month Par Value (NT$) Authorized Capital Paid-up Capital Remark
Shares Amount (NT$) Shares Amount (NT$) Source of Capital (Shares) Capital Increased by Assets Other than Cash Others
1955.09.10 10 700,000 7,000,000 700,000 7,000,000 Fully Paid-Up N/A N/A
1956.06.15 10 900,000 9,000,000 900,000 9,000,000 Capital Increase 200,000 N/A N/A
1960.05.02 10 1,800,000 18,000,000 1,800,000 18,000,000 Capital Increase 900,000 N/A N/A
1962.07.08 10 2,250,000 22,500,000 2,250,000 22,500,000 Capital Transfer 450,000 N/A N/A
1965.05.23 10 4,500,000 45,000,000 4,500,000 45,000,000 Capital Increase 2,110,000 Retained Earnings 140,000 N/A N/A
1967.10.28 10 6,300,000 63,000,000 6,300,000 63,000,000 Capital Increase 1,800,000 N/A N/A
1969.08.16 10 9,000,000 90,000,000 9,000,000 90,000,000 Capital Increase 1,510,000 Retained Earnings 1,190,000 N/A N/A
1974.12.16 10 10,350,000 103,500,000 10,350,000 103,500,000 Retained Earnings 1,350,000 N/A N/A
1976.02.11 10 20,000,000 200,000,000 20,000,000 200,000,000 Capital Transfer 9,650,000 N/A N/A
1980.08.18 10 30,000,000 300,000,000 30,000,000 300,000,000 Retained Earnings 686,234 Capital Transfer 9,313,766 N/A N/A
1987.05.27 10 42,000,000 420,000,000 42,000,000 420,000,000 Capital Increase 12,000,000 N/A Note 1
1980.01.22 10 64,260,000 642,600,000 64,260,000 642,600,000 Capital Increase 21,000,000 Capital Transfer 1,260,000 N/A Note 2
1996.03.18 10 70,686,000 706,860,000 66,637,620 666,376,200 Capital Transfer 2,377,620 N/A Note 3
1998.04.21 10 110,686,000 1,106,860,000 84,637,620 846,376,200 Capital Increase 18,000,000 N/A Note 4
1998.08.11 10 110,686,000 1,106,860,000 93,101,380 931,013,800 Capital Transfer 8,463,760 N/A Note 5
1999.12.08 10 110,686,000 1,106,860,000 102,411,518 1,024,115,180 Capital Transfer 9,310,138 N/A Note 6
2021.01.20 10 110,686,000 1,106,860,000 51,205,759 512,057,590 Capital Decrease 512,057,590 N/A Note 7
2021.12.20 10 110,686,000 1,106,860,000 71,205,759 712,057,590 Capital Increase 20,000,000 N/A Note 8
2022.12.28 10 150,000,000 1,500,000,000 91,205,759 912,057,590 Private placement 20,000,000 N/A Note 9
2025.01.17 10 350,000,000 3,500,000,000 111,205,759 1,112,057,590 Capital Increase 20,000,000 N/A Note 10

Note 1: Approved date on January 14, 1987 with an approval letter of Tai-Cai-Zheng (1) No. 00041
Note 2: Approved date on October 05,1989 with an approval letter of Tai-Cai-Zheng (1) No. 26210
Note 3: Approved date on January 03, 1986 with an approval letter of Tai-Cai-Zheng (1) No. 66631
Note 4: Approved date on January 16, 1988 with an approval letter of Tai-Cai-Zheng (1) No. 13079


Note 5: Approved date on June 11,1988 with an approval letter of Tai-Cai-Zheng (1) No. 51392
Note 6: Approved date on October 8, 1999 with an approval letter of Tai-Cai-Zheng (1) No. 89001
Note 7: Approved date on January 18, 2021 with an approval letter of Jin-Guan-Zheng-Fazi No. 1090379944
Note 8: Approved date on October 20, 2021 with an approval letter of Jin-Guan-Zheng-Fazi No. 1100359119
Note 9: Approved date on December 28, 2022 with an approval letter of Chu-Shang-Tzu No. 11101245080
Note 10: Approved date on January 17, 2025 with an approval letter of Chu-Shang-Tzu No. 11430003440
May 15, 2026

Type of Share Authorized Capital Remarks
Issued Shares Un-issued shares Total Shares
Common Stocks 111,205,759 238,794,241 350,000,000 Listed stock
Preferred Stocks - - - -
Total 111,205,759 238,794,241 350,000,000 -

3.1.2 List of Major Shareholders

May 15, 2026

Shareholder's Name Shareholding (Shares) Percentage
San Cia Development Construction Co., Ltd. 20,000,000 17.98%
San Di Construction Co., Ltd. 15,977,907 14.37%
Dong Zheng Investment Consulting Co., Ltd. 10,600,000 9.53%
Lou Ying Investment Co., Ltd. 7,419,689 6.67%
Chung, Chia-Tsun 5,308,001 4.77%
Chiang, Jia-ling 4,127,772 3.71%
Chiang, Shao-Fu 3,313,686 2.98%
Chang, Chao-Fan 2,987,303 2.69%
Shen, Yi-Ru 2,761,699 2.48%
Wang, Shou-Qian 1,787,835 1.61%

3.1.3 Dividend Policy and Implementation Status

  1. Dividend policy as specified under the Articles of Incorporation

(1) In accordance with Article 32 of the Company's Articles of Association, if the final annual accounts of the Corporation show a net profit for a given year, the profit-seeking enterprise income tax shall be fully paid in accordance with the law, and one-tenth of the previous year's losses shall be set aside as the legal reserve. If the board of directors thinks it is necessary, the special surplus reserve may be withdrawn or reversed according to the law after being approved by the shareholders' meeting; if there is still a remaining balance, together with the accumulated undistributed earnings, shall be drafted by the board of directors with a surplus distribution proposal, and submit the proposal to a shareholders' meeting for resolution on the distribution of dividends to shareholders.

(2) Cash dividends shall not be less than 5% of the total shareholder dividends paid in the current year. If the cash dividends are less than one New Taiwan Dollar per share, they may not be paid, but may be paid as stock dividends. The capital budget is drafted and issued after approval by the shareholders' meeting and the competent authority.

  1. Proposed Distribution of Dividend at the shareholders' meeting:

(1) The Company's 2025 profit distribution plan was approved by the Board of Directors on May 11, 2026. It is proposed to distribute a cash dividend of NT$0.2 per share from the distributable surplus, totaling NT$22,241,152. Cash dividends will be calculated to the nearest NT$ based on shareholders' shareholding ratio, with amounts less than NT$ rounded down. Any fractional amounts less than NT$ will be classified as other income and will be submitted to the 2026 Annual General Meeting of Shareholders for discussion.


(2) The Company's capital reserve capitalization and new share issuance plan was approved by the Board of Directors on May 11, 2026. It is proposed to use the capital reserve generated from the previous year's stock issuance premium to capitalize and issue new shares. 80 shares will be issued free of charge for every 1,000 shares held (i.e., a stock dividend of NT$0.8 per share), and this will be submitted to the 2026 Annual General Meeting of Shareholders for discussion.

  1. Explanation is required when there is a significant change expected in the dividend policy: None.

3.1.4 The Impact of Stock Grants to Be Proposed at the Shareholders' Meeting on the Company's Business Performance and Earnings Per Share:

In accordance with the "Guidelines for the Handling of Publicly Offered Companies' Financial Forecast Information", our company is not subject to the impact of disclosing forecast financial information because it did not disclose a complete financial forecast for 2026.

3.1.5 Employee Bonus and Directors and Remuneration

  1. Information relating to employee bonus and the Directors' remuneration

(1) In accordance with Article 32 of the Company's Articles of Association, if the Company makes a profit in the current year, it shall allocate no less than 1% of the employee remuneration, and no less than 10% of the employee remuneration shall be allocated as remuneration for grassroots employees. The employee remuneration shall be distributed in the form of stocks or cash by the resolution of the Board of Directors, and the recipients shall include employees of subordinate companies who meet certain conditions. The Company may allocate not more than 3% of the directors' remuneration based on the above profit amount by resolution of the Board of Directors. Employee remuneration and directors' remuneration distribution proposals should be submitted to the shareholders' meeting.

(2) However, that if the Corporation still has any accumulated loss, it shall first set aside the amount to offset the loss before such allocation, then allocate employee bonuses and director remuneration in proportion to the preceding paragraph.

  1. The Estimated Basis for Calculating the Employee Bonus and Directors' Remuneration of the period and if the actual distribution amount is different from the estimated amount, there is a discrepancy between the distribution amount and the estimated figure, the accounting treatment is as follows:

The Company's estimate of the aforementioned remuneration is based on the pre-tax net profit of the current period after deducting the percentage of employee and director remuneration distributed. If there is a difference between the estimated amount and the actual amount distributed, it will be treated as a change in accounting estimate and recognized as an adjustment to profit or loss for the year of distribution.

  1. Profit Distribution for Employee Bonus and Directors' Remuneration approved in Board of Directors Meeting:

(1) The amount of cash distribution for employee remuneration and director's remuneration. If there is a difference between the amount estimated for the recognized expenses in the current year and the amount estimated for the current year, the difference, the reasons for the difference, and the handling of the difference should be disclosed: On May 11, 2026, the Board of Directors of this Company resolved to distribute employee remuneration and director remuneration for 2025, all of which will be paid in cash.

  • 43 -

Unit: NT$

2025 Employee Bonus Directors’ Remuneration
Actual Allocated Amount 2,202,296 2,202,296
Recognized Estimated Amount 1,839,000 1,839,000
Difference Amount 363,296 363,296
Reason Adjust the allocation rate
Treatment The difference amount is accounted for as a change in accounting estimate and recognized in profit or loss for 2026.

(2) The amount of employee remuneration distributed in the form of stock and the ratio of this amount to the current period's net profit after tax and the total amount of employee remuneration: Not applicable.

  1. The actual distribution of employee bonus and directors' remuneration in the previous year (including the number of shares distributed, the amount and the stock price), and if there is any difference between the employee bonus and directors' remuneration, the difference, the reason and the handling situation shall be stated: Not applicable.

3.1.6 The Company's Buyback (Repurchase) of Stock: Not applicable.

3.2 Issuance of Corporate Bonds:

3.2.1 Corporate Bonds

Corporate Bond Type The 1st domestic secured convertible corporate bond in 2024
Issue date December 19, 2024
Denomination NT$100,000
Issue price Issued at 117.63% of par value
Total price NT$970,000,000
Coupon rate Coupon rate 0%
Period 5 years
Maturity: December 19, 2029
Guarantee agency Taichung Commercial Bank Co., Ltd.
Trustees Land Bank of Taiwan Co., Ltd.
Underwriting institution President Securities Corporation
Licensing attorney HANDSOME Law Firm attorney Qiu Ya-wen
CPA N/A
Repayment method The Company within seven business days from the day following the maturity date of the convertible bonds, repay in full the principal of the bonds in cash at 102.5251% of the face value (corresponding to an effective yield of 0.5%).
Outstanding principal As of May 15, 2026, the outstanding principal was NT$970,000,000.
Terms of redemption or early liquidation Please refer to Appendix 2 (Issuance and Conversion Methods) of the Company's First Domestic Secured Convertible Corporate Bond Public Prospectus.
Restrictive clause None
Name of credit rating agency, rating date, rating of corporate bonds N/A

  • 45 -
Other rights attached Amounts of common stocks, overseas depositary receipts or other securities converted (exchanged or subscription) as of the date of printing of the annual report As of the date of publication of the annual report (May 15, 2026), 0 shares of common stock had been converted.
Method of issuance and conversion (exchange or subscription) Please refer to Appendix 2 (Issuance and Conversion Methods) of the Company's First Domestic Secured Convertible Corporate Bond Public Prospectus.
Issuance and conversion, exchange or subscription methods, issuance terms on possible equity dilution and impact on existing shareholders' equity Please refer to page 68 of the prospectus for the Company's first domestic secured convertible bonds.
Name of the entrusted custodian for the exchange of the subject N/A

3.2.2 Information of Convertible bonds

Corporate bond type The 1st domestic secured convertible corporate bond in 2024
Year Item 2024 2025 As of the printing date of this annual report(May 15, 2026)
Market price of the convertible bond Highest 132.20 134.00 No transaction records
Lowest 121.90 119.00
Average 127.27 126.93
Convertible Price NT$57.50 NT$55.88 NT$55.88
Issue date and conversion price at issuance Date of issuance: December 19, 2024
Conversion price at issuance: NT$57.5
Manner of fulfilling the conversion obligation Issue new shares in accordance with the issuance and conversion measures

3.3 Preferred Shares: None.

3.4 Issuance of Global Depositary Shares: None.

3.5 Status of Employee Stock Option Plans: None.

3.6 Number of Employee Restricted Stock Granted: None.

3.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions: None.

3.8 Financing Plans and Implementation:

Please refer to Public Information Observatory > Single Company > Equity Change/Securities Issuance > Fundraising > Fundraising Plan Implementation. Website: https://mopsov.twse.com.tw/mops/web/bfhtm_q2


IV. Operational Highlights

4.1 Business Activities

4.1.1 Scope of Business:

  1. Major scope of business:
    (1) C301010 Spinning of Year
    (2) F213030 Retail Sale of Computers and Clerical Machinery Equipment
    (3) E604010 Machinery Installation
    (4) EZ05010 Instrument and Meters Installation Engineering
    (5) EZ02010 Crane and Hoist Services Engineering
    (6) G801010 Warehousing
    (7) C703010 Printed Matter Binding and Processing
    (8) C307010 Clothing Accessories
    (9) F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories
    (10) CC01060 Wired Communication Mechanical Equipment Manufacturing
    (11) A301040 Recreational Fishery
    (12) E801010 Indoor Decoration
    (13) E801020 Doors and Windows Installation Engineering
    (14) E801030 Indoor Light-gauge Steel Frame Engineering
    (15) E801040 Glass Installation Engineering
    (16) I503010 Landscape and Interior Designing
    (17) E801070 Kitchenware and Sanitary Fixtures Installation Engineering
    (18) F203010 Retail Sale of Food, Grocery and Beverage
    (19) F203020 Retail Sale of Tobacco and Alcohol
    (20) F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
    (21) F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
    (22) F206020 Retail Sale of daily commodities
    (23) F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
    (24) F301020 Supermarkets
    (25) F201050 Retail sale of fishing article
    (26) F399010 Convenience Stores
    (27) F213990 Retail Sale of Other Machinery and Tools
    (28) G202010 Parking area Operators
    (29) H703100 Real Estate Leasing
    (30) I401010 General Advertisement Service
    (31) I301020 Data Processing Services
    (32) JE01010 Rental and Leasing
    (33) I301030 Electronic Information Supply Services
    (34) I103060 Management consulting
    (35) I199990 Other management consulting
    (36) I102010 Investment consulting
    (37) IZ04010 Translation services
    (38) JZ99020 Sauna business
    (39) J802010 Sports training
    (40) JZ99050 Intermediary service
    (41) J602010 Performing Arts Activities
    (42) J803010 Sports performance

  2. 46 -


(43) J701030 Audio-visual singing
(44) J801010 Conference and exhibition service
(45) F501030 Beverage shop
(46) J801030 Competitive and leisure sports venue
(47) H701040 Development industry in specific professional areas
(48) JZ99120 General bathroom
(49) JZ99110 Slimming beauty
(50) J901020 General Hotel
(51) F399990 Other comprehensive retail trade
(52) F215010 Retailing of jewelry and precious metals
(53) H701010 Residential and building development leasing and sales
(54) JZ99080 Beauty and hairdressing service
(55) J701040 Leisure activity venue
(56) J701020 Amusement park
(57) F208040 Cosmetics retail trade
(58) F501060 Restaurant
(59) I301010 Information Software Service
(60) J601010 Arts and cultural services
(61) IZ99990 Other business services
(62) H701020 Industrial plant development, lease and sale
(63) H701060 New Town, New Community Development
(64) H701080 Urban renewal and reconstruction
(65) H701090 Urban Renewal, Construction and Maintenance
(66) H703090 Real estate business
(67) C199030 Ready-to-eat meal manufacturing
(68) F104110 Cloth, clothing, shoes, hats, umbrellas, clothing wholesalers
(69) F105050 Wholesale of furniture, bedding, kitchen utensils and decorations
(70) F106010 Hardware wholesale business
(71) F106020 Wholesale of daily necessities
(72) F106050 Ceramic and glassware wholesale business
(73) F107030 Wholesale of cleaning products
(74) F108040 Cosmetics wholesale business
(75) F109070 Wholesale of culture and education, musical instruments, and recreational products
(76) F115010 Jewelry and precious metal wholesale business
(77) F206010 Hardware retail trade
(78) F206050 Retailing of pet food and supplies
(79) F207030 Retailing of cleaning supplies
(80) F399040 Retail without storefronts
(81) F401010 International trade
(82) F501050 Hotel industry
(83) H703110 Housing for the Elderly
(84) IZ01010 Photocopying
(85) J701090 Video program broadcasting
(86) J702070 Wine shop
(87) J702080 Bar
(88) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

  • 47 -

  1. Main Products, Revenue and Weight in 2025

Unit: NT$ thousands; %

Products Amount Weight
Sales of real estate 1,253,880 99.58
Others 5,244 0.42
Total 1,259,124 100.00
  1. Current products (services):

(1) Entrusting construction companies to build commercial buildings, industrial buildings, and residential properties for rental or sale.
(2) Real estate transactions.

  1. New products (services) to be developed by the Company's planning:

(1) Activate land for effective planning and utilization
(2) Actively sell inventory (including lands for roads, idle lands etc.)
(3) Promotion of the projects for construction of commercial and residential buildings
(4) Promote the construction of commercial office buildings, factory office buildings, factories, and other products in response to market demands.

4.1.2 Industry Overview

  1. Current status and development of the industry

The real estate industry covers a wide range, and related industries include steel bars, cement, electromechanical, finance, furniture and home appliances, etc. Construction companies play a role in coordination and integration. The investment and development of new projects will drive the development of the entire industrial chain. A large amount of financial, human and material resources are required during the construction process, and it takes a long time to complete the construction of the building. The impact is deep and wide, so it is regarded as a "locomotive industry."

According to the May 2024 report on the real estate development industry's business climate by the Taiwan Institute of Economic Research, given the improvement in the overall domestic economic situation, companies' demand for commercial real estate has increased. In addition, the introduction of the new youth can start a family with ease and buy a house with preferential loans mortgage policy has further boosted the recovery of domestic residential transactions, which will help manufacturers promote development projects and thereby drive improved operating performance.

  1. Relationship with Up-, Middle- and Downstream Companies

Our company belongs to the middle stream of the building materials and construction industry chain. The upstream includes landowners, building materials suppliers, foundation engineering, structural engineering, mechanical and electrical engineering and related construction engineering design; the midstream is construction, building and engineering contracting. Construction companies usually acquire land first and then design, contract and construct. Subsequent companies are responsible for undertaking turnkey projects for factories, residential or public works.; the downstream is mainly consumers who buy houses. In addition, after buying a house, related industries such as decoration and property management are derived.

  • 48 -

img-0.jpeg

3. Various development trends of products

(1) Major transportation projects drive residential development in new towns

In order to balance regional development, the government has continued to plan new towns and rezoning areas in recent years. It has also promoted major transportation projects to connect urban areas and new towns, shortened travel time between them, and gradually transferred the urban population to new towns. Therefore, new town housing will become another high-potential market in the future.

(2) Product diversification and refinement development

In recent years, homebuyers' demand for housing is no longer just focused on practicality. They are increasingly particular about living quality, regional living functions, exterior design, layout, and building material quality. In order to meet customer needs, developers have launched a variety of products tailored for specific consumers, such as boutique small luxury homes, MRT co-construction residences, leisure hot spring residences, fiber-optic second-generation homes, etc. Various customized products have emerged, so future product planning will be developed towards diversification and refinement.

(3) The structural safety of the house and the privacy of the residence are given importance

Due to the high frequency of earthquakes in our country, people's demand for the safety of housing structures is increasing. Various builders have launched earthquake-resistant and earthquake-resistant buildings. The higher the earthquake resistance coefficient, the more popular the building is with consumers. On the other hand, with the increasing awareness of protecting personal privacy, in addition to community security, security measures such as access cards and full-time video surveillance have become standard equipment in new homes.

4. Product Trends and Competition

Since real estate belongs to the local market, compared with other industries, the competition among construction companies in the overall market is not obvious. The main competitive behaviors are concentrated among construction projects in the same location. Even for the same project launch area, product planning and customer base considerations are different, and the products launched have their own characteristics. Therefore, it is difficult to distinguish the competitiveness of products, and the market is not greatly affected by the market share of a company.


  • 50 -

4.1.3 Know-how and R&D Overview

  1. Research and development expenditures and successfully developed technologies or products as of the date of publication of the annual report: None
  2. Future annual research and development plan:
    (1) Discussion on Construction Laws and Building Laws
    (2) Development of existing housing market

4.1.4 Long-Term and Short-Term Business Development Plans

The Company's development team considers the housing with a higher return on investment, and will use strict quality control of building materials, focus on life functions, and at the same time position product differentiation to create a marketing niche and increase investment profits. The Company will provide professional service quality and the concept of sustainable development, smooth promotion of various long-term and short-term businesses, creating maximum benefits to reward shareholders.

4.2 Market and Sales Overview

4.2.1 Market Analysis

  1. Sales (Service) Region:

Unit: NT$ thousand

(year) (Area) 2024 2025
Amount ratio (%) Amount ratio (%)
Taiwan 1,166,647 100.00 1,259,124 100.00
  1. Market Share (%) of Major Product Categories in the Last Two Years:

Unit: NT$ thousand

2024 2025
Revenue ratio (%) Revenue ratio (%)
Construction Industry Listing 472,988,919 82.41 485,960,130 84.32
OTC 95,525,689 16.64 85,232,997 14.79
Emerging Stock 5,418,221 0.94 5,129,828 0.89
total 573,932,829 100.00 576,322,955 100.00
The Company 1,166,647 0.20 1,259,124 0.22

Source: Taiwan Stock Exchange Statistical Report and Public Information Observation Station

  1. Market supply and demand and growth in the future

(1) Supply

According to statistics from the Ministry of the Interior, the number of building permits and construction starts gradually increased from 2017 to 2022, but in 2023, the number of residential building permits issued nationwide totaled 146,000, a decrease of 19.1% compared to 2022. This was mainly due to unfavorable factors such as inflation in the domestic housing market, tight financing for construction projects, financial market volatility, and the passage of the third reading of the amendment to the Equalization of Land Rights Act. Meanwhile, the number of occupancy permits issued increased year by year as construction projects were gradually completed.

Number of residential (H-2) licenses issued and construction starts in the past 10 years

img-1.jpeg

Source: Department of the Interior, Land Management
Note: "Household" is counted based on the number of households stated in the license.


(2) Demand

Analysis of the number of building sales and transfer registrations over the past five years shows that the annual number of building sales and transfers in Taiwan has remained above 300,000, indicating that the demand for housing has been consistently strong and stable. However, since the second half of 2024, the seventh wave of selective credit controls and tightening mortgage policies by banks have continued to take effect, significantly restricting the flow of funds in the real estate market and causing a rapid cooling of buying interest. As a result, the housing market in 2025 exhibited a pattern of "sharp contraction in volume and slow decline in prices."

Number of buildings registered for sale and transfer
img-2.jpeg
Source: Ministry of the Interior Real Estate Information Platform

4.2.2 Important fields of application and production processes of major products:

  1. Important fields of application of major products:

Actively plan and utilize the existing land, and invest in the construction of various types of products according to the different needs of customers from all walks of life. The main products can be roughly divided into two categories: residential buildings and commercial buildings. Residential buildings are for people to live in, including single-family villas, high-quality elevator mansions and high-end elevator buildings, etc.; while commercial buildings are buildings whose main function is to provide commercial activities, such as shops and general offices, etc.

  1. Production Process:

Construction industry:

Land Development→Market Research and Survey→Planning and Design →Planning and Sales→Advertising Planning→Business Sales→Construction and Contracting →Construction Management→Acceptance→Completion and Delivery→After-Sales Service

4.2.3 Supply Status of Main Raw Materials

The Company's main demand is land. In addition to purchasing land or joint development between affiliated companies, the Company also actively participates in public auctions of land by government units, and is also actively involved in development projects of superficial rights and urban renewal investment promotion projects, however, the consideration is mainly on areas with convenient transportation and perfect living functions.


4.2.4 List of Major Suppliers in the Last Two Calendar Years

Unit: NT$ Thousands

Item 2024 2025 Up to the previous quarter for 2026
Company Name Amount % of Total Purchases Relation with Issuer Company Name Amount % of Total Purchases Relation with Issuer Company Name Amount % of net purchases up to the previous quarter of the current year Relation with Issuer
1 Shangfa Construction Co., Ltd 430,814 29.22 None SAN YU WOOD CO, LTD. 1,215,721 37.08 None Shangfa Construction Co., Ltd 55,912 18.52 None
2 Others 1,043,401 70.78 None San Di Construction Co., Ltd. 389,417 11.88 Same person in charge Others 246,012 81.48 None
3 - Others 1,673,582 51.04 -
Net Purchase 1,474,215 100.00 3,278,720 100.00 301,924 100.00

Explanation:
(1) In this period (2025), together with JSL Construction & Development Co., Ltd. and SEL tech Co., Ltd., we acquired land from SAN YU wood Co, Ltd.
(2) In this period (2025), we purchased a construction project located in Tianzhong Section, Linyuan District, Kaohsiung City. from San Di Construction Co., Ltd.

4.2.5 List of Major Customers in the Last Two Calendar Years

Unit: NT$ Thousands

Item 2024 2025 Up to the previous quarter for 2026
Company Name Amount % of Total Sales Relation with Issuer Company Name Amount % of Total Sales Relation with Issuer Company Name Amount % of net sales up to the previous quarter of the current year Relation with Issuer
1 Jiaxian Development Co., Ltd. 1,164,987 99.86 Joint venture entity under the joint agreement. Nanjing Construction Co., Ltd. 508,744 40.40 None - - - -
2 Others 1,660 0.14 None Others 750,380 59.60 None Others 374,130 100.00 None
Net Sales 1,166,647 100.00 1,259,124 100.00 374,130 100.00

Explanation: During this period (2025), some land was sold to Nanjing Construction Co., Ltd.

4.3 Number of Employees, Average Service Years, Average Age and Educational Background Distribution Ratio of Employees in The Past Two Years and As of The Publication Date of The Annual Report

Year 2024 2025 As of May 15.2026
Number of Employees Managers & Officers 5 6 5
General Staffs 0 0 0
General Employees 5 7 9
Total 11 13 14
Average Age 44 46 43
Average Years of Service 2.03years 2.76years 2.88 years
Education % Doctorates - - -
Masters 10% 15% 7%
Colleges and Universities 90% 85% 93%
Senior High School - - -
Below Senior High School - - -
Total 100% 100% 100%

  • 53 -

4.4 Environmental Protection Expenditure

4.4.1 The total amount of losses (including compensation) and disposals due to environmental pollution in the most recent year and up to the date of publication of the annual report, and an explanation of future countermeasures (including improvement measures) and possible expenditures (including possible losses if no countermeasures are taken, Estimated amount of disposition and compensation): The Company has not been subject to any fines or losses due to environmental pollution in the most recent year or up to the date of publication of the annual report.

4.4.2 Future countermeasures and possible losses:

  1. For environmental protection work such as reducing construction noise and preventing dust flying or falling sand and stones, the construction factory is strictly required to take the most complete measures, and the manufacturer is required to fulfill the responsibility of environmental protection.

  2. Carry out pre-construction neighbor house identification and traffic assessment, hold neighbor house coordination meetings when necessary, and reduce the possible impact on the work and rest of surrounding communities through adjustment of construction operation time.

  3. Potential future expenditures: None.

  4. The Company's impact on the Company's financial business in response to the implementation of the European Union's Restriction of Hazardous Substances Directive (RoHS): None

4.5 Labor Relations

4.5.1 The company's various employee benefits measure, continuing education, training, and retirement systems and their implementation, as well as labor-management agreements and employee rights protection measures:

  1. Employee benefits measure:

The Company's overall compensation includes base salary, allowances, bonuses, and employee compensations. The salary offered to new employees is determined based on the requirements of their job responsibilities, regardless of gender, age, race, religion, or political stance. Factors such as the complexity of the job, level of expertise, experience, skills, and industry standards are taken into consideration to determine a fair and competitive salary that exceeds legal requirements.

In addition to providing statutory benefits, the Company also offers several non-statutory benefits, including:

(1) Free group insurance for employees (including life insurance, accident insurance, injury medical expenses, hospitalization insurance, cancer insurance, and health insurance).

(2) The company has always prioritized providing a good working environment and welfare system. In addition to labor insurance, national health insurance, group insurance and year-end bonuses, we have set up an employee welfare committee to handle activities such as Dragon Boat Festival, Mid-Autumn Festival and New Year's welfare allowances (gifts), wedding and funeral gifts, employee trips and dinners.

  1. Employee education and training:

(1) Learning Objectives and Promotion:

Each year, the Company conducts interviews between unit supervisors and employees to discuss their career planning and development. The training programs cover various aspects including but not limited to new employee training, professional training, hierarchical (functional) training, and trainer training. The Company also provides mechanisms for applying for relevant internal and external training courses."

(2) Implementation Status of The Company's Educational Training in 2025

Training Period Hours Expenses (NT$) Average training hours per person (hr)
January 2025 ~ December 2025 42 24,900 6

  1. Retirement systems and its implementation:

The Company, in accordance with the provisions of the "Labor Pension Act", contributes 6% of the employee's total monthly salary as a pension, and deposits it in the labor pension personal account established by the Labor Insurance Bureau.

  1. Measures of labor-management agreement and measures to protect employee's rights and interests:

The Company has been established for more than 60 years. During the period, it was deeply felt that the management of the enterprise was not easy, and it was entirely up to all employees to be sympathetic to the difficulties, and uphold the concept of enterprise co-creation and sharing, and work together to create a new future for the Company and hope that the labor relations will be more harmonious.

4.5.2 The losses suffered due to labor disputes in the most recent year and up to the date of publication of the annual report, as well as the estimated amounts and corresponding measures that may occur now and in the future: The company has always attached great importance to labor relations and has established various personnel and welfare systems. The communication channels between the labor and management are good, and there have been no labor disputes.

4.6 Cyber Security Management

4.6.1 The company's Cyber Security Management risk management framework, Cyber Security policies, specific management solutions, and resources invested in Cyber Security Management:

  1. The framework of risk management of Cyber Security:

img-3.jpeg

(1) In order to enhance Cyber Security Management, the Company established an Information Security Team in 2024. This team is responsible for executing information operation security management plans, establishing and maintaining the Cyber Security Management system, coordinating the formulation and implementation of information security and protection-related policies, as well as conducting risk management and compliance audits.

(2) The Information Security Team is chaired by the President, Mr. Chuan, Chun-Yu, members of the team include the Information Technology Department (including infrastructure, information systems, software development, etc.). The team is subdivided into the Information Security Execution Team, Crisis Management Team, and Audit Team based on the information security tasks. Regular management review meetings are held annually to ensure the continuous operation of the Cyber Security Management system.

(3) To ensure the sustainable operation of business activities and to prevent threats such as viruses, intrusion, leakage, and disaster damage to information security, the team compiles reports, conducts discussions, and makes decisions regarding adjustments to information security policies and execution strategies.

(4) The status of information security execution is reported to the Board of Directors annually. The most recent report was submitted on March 10, 2026.

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  1. The Policy of Cyber Security:

(1) Regulatory Compliance: The Company must comply with relevant government regulations and standards related to cyber security and personal data protection when conducting business operations.

(2) Security Education: Regular cyber security training sessions are conducted to promote awareness of cyber security policies and implementation guidelines.

(3) Resource Planning: Establishing mechanisms for information asset management to coordinate the allocation and effective utilization of resources in addressing security issues.

(4) Proactive Prevention: Cyber security factors should be incorporated into the planning of new information systems or services before their implementation or launch to prevent potential security breaches.

(5) Security Monitoring: Establishing cyber security monitoring and protection measures and conducting regular reviews.

(6) Authorization Management: Clearly defining the permissions for the use of information systems, network services, and sensitive information to prevent unauthorized access.

(7) Review and Improvement: Implementing internal and external audit activities to ensure the effective implementation of cyber security management systems and addressing areas for improvement.

(8) Business Continuity: Developing and practicing cyber security business continuity plans to ensure timely response to unforeseen incidents.

(9) Cyber security Culture: All personnel are responsible for cyber security, and they should understand and adhere to relevant cyber security regulations while implementing them in their job responsibilities.

  1. Specific Management Solutions:

(1) Cyber Security Management:

A. Configure an enterprise-grade firewall to block malicious URLs, viruses, and unauthorized intrusions by IPS/IDS/hackers.

B. The company and its field offices use an enterprise firewall with IPSec VPN private network lines for communication. Encrypted data is used for accessing and exchanging confidential information, and fixed IP addresses are bound to prevent unauthorized data interception during transmission.

C. Configure an electronic data management system to control internal and external network communications. Monitoring network traffic enhances network security and blocks access to harmful or policy-restricted websites and content. It also prevents improper bandwidth usage, achieving transmission control to prevent data leakage and virus intrusion.

D. Since February 2025, the company has implemented Gmail (Google Workspace Enterprise Edition) as its enterprise email system. This significantly enhances information and communication security in three dimensions: authentication, threat filtering, and data protection; and blocks 99.9% of attacks: automatically filtering spam, phishing emails, and attachments containing malicious software.

(2) System Access Control:

A. Access to various application systems within the Company requires submission through the information service request process. Upon approval by the responsible manager, the Information Technology (IT) department creates user accounts, and system administrators grant the requested functional access permissions.

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B. The password for the account must meet the required strength and must contain a mixture of alphanumeric characters and symbols to be valid.
C. When employees depart from the Company, the IT personnel in the management department must be consulted to perform account deletion operations across various systems.

(3) Implementation of Cyber security Training:
A. Periodically conduct email awareness campaigns to enhance employees' awareness of information security risks, simulate social engineering attacks, and periodically conduct phishing simulations.
B. Provide on-the-job training for employees, with special training sessions held quarterly for those who violate cyber security regulations.
C. Conduct cyber security education and advocacy courses for the entire group.

(4) Virus Protection and Management:
A. Install endpoint protection software on servers and employee computer equipment, with automatic virus code updates to ensure the blocking of the latest virus threats.
B. Gmail's AI model processes billions of emails every day, effectively resisting tampering attacks and blocking spam, phishing emails, and client PCs with attachments containing malware.

(5) Ensuring System Availability:
A. Implement hardware virtualization systems to enhance system availability and fault tolerance.
B. Establish a backup management system, with regular "offline backups" retaining data from Monday to Friday in the data center, and regular "offsite backups" storing daily backup data in remote locations (branch office data centers) for mutual backup.
C. Regularly conduct disaster recovery drills, select restoration baseline points, and restore backups from backup files to the system host.

  1. Resources invested in Cyber Security Management:
    (1) Professional cybersecurity vendors assisted with FortiGate firewall connection rule backup and management consulting, antivirus and backup system authorization and management consulting, and provided advanced integrated endpoint protection services.
    (2) In February 2025, Google Workspace enterprise cybersecurity and Gmail security protection were purchased for NT$19,337 to strengthen the implementation of verification mechanisms and deploy the three musketeers of email verification (SPF, DKIM, DMARC). SPF (Sender Principles Framework): Prevents others from impersonating your domain to send emails; DKIM (Domain Key Identification): Ensures email content is not tampered with through digital signatures; DMARC (Domain-Based Email Authentication): Based on the former two, policies are established to tell recipients how to handle unverified spoofed emails. Enhanced spam and virus filtering: Installed spam control mechanisms to block malicious or advertising emails. Security Sandbox: If using Google Workspace, suspicious attachments can be executed in an isolated environment to detect viruses in real time.

4.6.2 Indicate the losses suffered due to major information security incidents in the most recent year and as of the date of publication of the annual report, the possible impacts and countermeasures. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be explained: None


4.7 Important Contracts:

Nature of Contract Counterparty Contract Period Major Content Restriction Terms
Construction Contract Shangfa Construction Co., Ltd 2021.09.01~Warranty Period Expired Construction project (Foundation-related engineering of consolidate housing at land lot No. 1617, Guoan Section, Annan District, Tainan City) -
Construction Contract Shangfa Construction Co., Ltd 2021.09.01~Warranty Period Expired Construction project (congregate housing foundation related works at land lot No. 35, Mingyi Section, Xiaogang District, Kaohsiung City) -
Construction Contract Weiyang Construction Co., Ltd 2024.07.29~Acceptance completed Construction project (The East District Tainan City of Pingshi section Lot 23 Congregate Housing New Construction Project.) -
Construction Contract Shangfa Construction Co., Ltd 2024.09.02~Acceptance completed Construction project (collective housing project in land lot nos. 1260, 1261, 1261-135, Sankuaicuo Section, Sanming District, Kaohsiung City) -
Construction Contract Shangfa Construction Co., Ltd 2024.12.17~Warranty Period Expired Construction project (General contracting project for the new construction of collective housing project at Lot No. 119, Hougang East Section, Renwu District, Kaohsiung City.) -
Construction Contract Shangfa Construction Co., Ltd 2025.12.30~Warranty Period Expired Construction project (Construction project of multi-family residential building No. 2, Tianzhongyang Section, Linyuan District, Kaohsiung City.) -
Construction Management Contract San Cia Development Construction Co., Ltd. 2023.04.20~Hand over of public facilities Construction Work-In-Process, Construction project (collective housing project at land lot No. 1617, Guoan Section, Annan District, Tainan City) -
Construction Management Contract San Cia Development Construction Co., Ltd. 2023.03.15~Hand over of public facilities Construction Work-In-Process, Construction project (collective housing project in land lot no. 35, Minyi Section, Hsiaokang District, Kaohsiung City) -
Construction Management Contract San Cia Development Construction Co., Ltd. 2023.10.17~Hand over of public facilities Construction Work-In-Process, Construction project (collective housing project in land lot nos. 1260, 1261, 1261-135, Sankuaicuo Section, Sanming District, Kaohsiung City) -
Construction Management Contract Shang Wei Real Estate Co., Ltd. 2023.01.10~Hand over of public facilities Construction Work-In-Process, Construction project (The East District Tainan City of Pingshi section Lot 23 Land Surface Rights Congregate Housing Project.) -
Construction Management Contract San Cia Development Construction Co., Ltd. 2024.05.28~Hand over of public facilities Construction Work-In-Process, Construction project (Tainan City West Central District Wusheng Section 2534 Four-lot collective housing project.) -
Construction Management Contract San Cia Development Construction Co., Ltd. 2025.12.30~Hand over of public facilities Construction Work-In-Process, Construction project (collective housing project in land lot No. 2, Tianzhongyang Section, Linyuan District, Kaohsiung City.) -
Credit Contract Mega Bank Lingya Branch 2024.04.22~2026.10.22 Mid-term loan credit line, with land as collateral -
Credit Contract Land Bank of Taiwan Tainan Branch 2021.10.18~2028.10.18 Mid-term loan, with land as collateral -
Joint Credit Contract Bank SinoPac Etc. 5 Banks 2022.06.30~2027.06.30 Mid-term loan credit line, with land as collateral -
Credit Contract Chang Hua Bank, Fengshan Branch 2023.07.07~2028.01.07 Mid-term loan credit line, with land as collateral -
Credit Contract Land Bank of Taiwan Sanmin Branch 2023.08.30~2027.08.30 Mid-term loan credit line, with land as collateral -
Guarantee Contract Taichung Bank Fengshan Branch 2024.12.19~2029.12.19 Issued the first domestic secured convertible corporate bond, using land as collateral. -

V. Review and Analysis of Financial Status and Financial Performance and Risk Matters
5.1 Financial Position Analysis

Unit: NT$ Thousands; %

| Year
Item | 2025 | 2024 | Difference | |
| --- | --- | --- | --- | --- |
| | | | Amount | % |
| Current Assets | 13,638,583 | 8,209,787 | 5,428,796 | 66.13 |
| Non-current Assets | 794,818 | 4,583,976 | (3,789,158) | (82.66) |
| Total Assets | 14,433,401 | 12,793,763 | 1,639,638 | 12.82 |
| Current Liabilities | 10,086,560 | 4,727,869 | 5,358,691 | 113.34 |
| Non-Current Liabilities | 1,206,082 | 5,113,137 | (3,907,055) | (76.41) |
| Total liabilities | 11,292,642 | 9,841,006 | 1,451,636 | 14.75 |
| Capital Stock | 1,112,058 | 1,112,058 | 0 | - |
| Capital Surplus | 1,710,226 | 1,710,226 | 0 | - |
| Retained Earnings | 324,493 | 130,473 | 194,020 | 148.71 |
| Other Equity | (6,018) | 0 | (6,018) | (100.00) |
| Total Stockholders’ Equity | 3,140,759 | 2,952,757 | 188,002 | 6.37 |
| Analysis of Changes Exceeding 20%: 1. Increase in current assets: Primarily due to margin deposits originally listed under non-current assets, which were reclassified as current assets in 2025. 2. Decrease in non-current assets: Same as above. 3. Increase in current liabilities: Primarily due to the maturity of long-term loans, which were reclassified as current liabilities in 2025. 4. Decrease in non-current liabilities: Same as above. 5. Increase in retained earnings: Primarily due to the increase in net profit in 2025. 6. Decrease in other equity: Primarily due to impairment losses on the company’s financial assets (stocks) resulting from valuation changes. | | | | |

5.2 Financial Performance Analysis
5.2.1 The main reasons for significant changes in operating income, net operating profit and net profit before tax in the most recent two years:

Unit: NT$ Thousands; %

| Year
Item | 2025 | 2024 | Increase
(Decrease) | Percentage of
Change % |
| --- | --- | --- | --- | --- |
| Operating revenue, net | 1,259,124 | 1,166,647 | 92,477 | 7.93 |
| Operating cost | 881,092 | 1,166,372 | (285,280) | (24.46) |
| Operating Gross Profit | 378,032 | 275 | 377,757 | 137,366.18 |
| Operating costs | 77,287 | 29,248 | 48,039 | 164.25 |
| Operating profit, net | 300,745 | (28,973) | 329,718 | 1,138.02 |
| Non-operating income and expenses | (120,898) | (112,131) | (8,767) | (7.82) |
| Net profit before tax | 179,847 | (141,104) | 320,951 | 227.46 |
| Earnings per Share | 194,020 | (140,926) | 334,946 | 237.68 |
| Analysis of Changes Exceeding 20%: 1. Decrease in operating costs: Primarily due to the sale of some right-of-use assets to an investment company at cost of ownership in 2024, resulting in revenue and costs being roughly equal and gross profit being low. This did not occur in 2025. 2. Increase in operating gross profit: Primarily due to the completion and handover of completed projects. 3. Increase in operating expenses: Primarily due to the reclassification of marketing and advertising expenses, previously recorded under assets, as projects were completed and handed over, into operating expenses. 4. Increase in operating profit: Primarily due to the completion and handover of completed projects. 5. Increase in pre-tax profit: Same as above. 6. Increase in net profit for the period: Same as above. | | | | |

5.2.2 Projected sales volume and its basis, possible impact on the company's future financial operations, and response plans: The Company does not publish financial forecasts and therefore does not intend to disclose expected sales figures.


5.3 Cash flow analysis

5.3.1 Analysis of ash flow changes in the last two years

Unit: NT$ Thousands; %

Item\Year 2025 2024 Difference
Amount %
Operating Activities (1,617,320) 373,485 (1,990,805) (533.03)
Investment Activities (345,772) (688,028) 342,256 49.74
Financing Activities 636,134 1,913,073 (1,276,939) (66.75)
Net Cash Flow (1,326,958) 1,598,530 (2,925,488) (183.01)
Analysis of cash flow changes in 2025: Operating activities: Primarily due to continued investment in ongoing construction projects, leading to an increase in inventory. Investing activities: Primarily due to a decrease in reinvested assets. Financing activities: Primarily due to cash capital increases and convertible bond issuances in 2024, but not in 2025.

5.3.2 Cash Flow Analysis for the Coming Year

Unit: NT$ Thousands

Cash Balance, Beginning of Year Estimated Net cash flow from operating activities Estimated Cash Outflow of the Year Cash Balance (Insufficiency) Amount Remedial Measures for Cash Insufficiency
Investment Plan Financing Plan
326,958 (1,261,879) 1,492,882 557,961 - -
1. Analysis of cash flow changes in the next year: (1) Operating activities: Mainly due to ongoing investment in various construction projects, resulting in a net outflow of operating activities. (2) Financing activities: Mainly due to the allocation of construction financing as the projects progress, leading to an increase in bank loans. 2. Remedy measures and liquidity analysis for expected cash shortage: N/A.

5.4 Major Capital Expenditure Items on the Financial Operations during the Last Fiscal Year: Not applicable.

5.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plan for the Coming Year: The following is information on investment businesses in 2025:

Unit: NT$ Thousands

Name of investee Location Main businesses and products Original investment amount carrying value of the current period Share of profits/losses of investee
amount Shares (thousands) Percentage of ownership
Jiaxian Construction Development Co., Ltd Taiwan Construction of commercial buildings, industrial buildings, residential rental and sales, and real estate transactions. 325,000 32,500 50.00 % 324,815 (224)
Shang Lin Real Estate Co., Ltd. Taiwan Residential rental and sales and real estate sales 66,000 6,600 20.00 % 66,348 348

5.6 Analysis of Risk Management and Assessment up to the Date of Publishing the Annual Report:

5.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Procedures:

  1. Interest rate: It has a direct impact on consumers' willingness to purchase houses and the Company's financing activities. However, interest income and expenses only account for a small proportion of the annual net operating income, and changes in interest rates have not had a significant impact on the Company. In addition, the Company's financial position is stable and its credit record is sound. We will maintain close contact with banks to collect relevant financial information to understand interest rate trends and strive for the most favorable borrowing interest rates.

  2. Exchange rate: 100% of the Company's products are sold domestically, and there are not many imported raw materials. Payments are all calculated in Taiwan dollars, so exchange rate changes have not had a major impact on the Company.

  3. Inflation: Inflation has caused an increase in construction costs. We will establish good cooperative relationships with relevant third parties to ensure the availability of raw materials and obtain stable prices. At the same time, we will actively seek more diversified supplier resources to reduce the impact of inflation.

5.6.2 The main reasons for policy gains or losses in high-risk, highly leveraged investments, loans to others, endorsement guarantees and derivatives trading and future countermeasures:

Based on the sound principles and pragmatic business philosophy, the Company focuses on the development of its own industry and does not engage in high-risk, high-leverage investments and derivatives transactions.

In accordance with the Financial Supervisory Commission and relevant laws and regulations, the Company has formulated internal management methods and operating procedures based on sound finance and operations, including the "Procedures for Financial Derivatives Transactions", the "Procedures for Lending Funds to Other Parties", the "Operational Procedures for Acquisition and Disposal of Assets" and the "Procedures for Endorsements and Guarantees" in order to manage and control related transaction risks.

5.6.3 Future R&D plan and estimated R&D expenses:

The Company engages mainly in the construction investment business, and all house constructions are undertaken by professional construction companies. The Company itself has no need for research and development of construction technology. As for research and development in land development, product planning and design, and improvement of service quality, it is all carried out by current personnel. No additional research and development expenses were incurred.

5.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales:

The Company complies with the relevant laws and regulations published by the competent authorities, and keeps an eye on important domestic and foreign policy and legal changes, and continues to improve the collection and understanding of business information in major domestic markets, in order to better understand its impact on the Company's business and finance.

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5.6.5 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales:

The Company has not engaged in the transfer of ownership of properties through the internet or other electronic means, therefore, the impact of technological changes on the Company's financial operations is limited.

With the increasing development of the internet and technology tools, the threats to internet and information security are also increasing. The Company has established a comprehensive information security risk management organization and system framework in accordance with the "Cyber Security Management Regulations". Through the formulation of risk management policies, the development of management regulations, information security education and training, and advocacy, as well as regular risk assessments, potential information security risks are identified. Furthermore, improvement goals are established, and action plans are formulated to ensure the effective operation of the Company's operations, finance, and other related important systems. For detailed execution and response measures, please refer to this year's annual report under "Cyber Security Management".

5.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company's Response Procedures:

The Company has a comprehensive emergency response plan in place, with a crisis management team composed of management personnel. In the event of a major incident, the response mechanism is immediately activated. This enables the mobilization of necessary resources to ensure the implementation of response measures and solutions. Additionally, correct event information is conveyed through a spokesperson.

The Company adheres to the principles of integrity and prudence as its operating philosophy, aiming to provide customers with the best service and maintain a good corporate image to expand its business. There have been no significant changes in corporate image or major impacts on the Company's financial operations due to corporate crisis events.

5.6.7 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans: The Company did not consummate any merger and acquisition, thus not applicable.

5.6.8 Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans: None.

5.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration: None.

5.6.10 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, or Shareholders with Shareholdings of over 10%: None.

5.6.11 Effects of, Risks Relating to and Response to the Changes in Management Rights: None.

5.6.12 Litigation or Non-Litigation Matters, the Company's Directors, President, substantial person in charge, major shareholders holding more than 10% of the shares, and major lawsuits that have been confirmed or are still pending in the subordinate Company, non-litigation or administrative disputes, the outcome of which may have a significant impact on shareholders' rights or securities prices, the facts in dispute, the amount of the subject matter, the date of commencement of the litigation, the main parties involved in the litigation and the handling status as of the publication date of the annual report: None.

5.6.13 Other important risks and countermeasures: None.

5.7 Other important matters: None.

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VI. Special Disclosures

6.1 Summary of Affiliate Companies in the Last Years:
According to the assessment in accordance with the special chapter on affiliated companies, the Company does not have any affiliated companies, so there is no need to prepare consolidated financial statements of affiliated companies, consolidated business reports and relationship reports of affiliated companies.

6.2 Private Placement Securities during the Last Fiscal Year and Until the Publishing date of the Annual Report: None.

6.3 Other Necessary Supplementary Explanations: None.

6.4 Any matter that has material effect on the shareholders' equity or the price of securities as set out in Article 36, Paragraph 3, Item 2 of the Company Law during the last fiscal year and until the publishing date of the annual report: None.

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San Di Properties Co., Ltd.

Chairman: Chung, Yu-Lin

President: Chuan, Chun-Yu