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SUN MAX Annual Report 2025

May 4, 2026

52591_rns_2026-05-04_270dea10-e31c-4bf8-bcdb-c5c3fbf75dfb.pdf

Annual Report

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Stock Code: 6591

==> picture [157 x 40] intentionally omitted <==

SUN MAX TECH LIMITED

2025 Annual Report

Notice to readers

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

Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw

2025 Annual Report is available at: http://www.sun-max.com.tw Date of publication : April 20, 2026

I. 65Spokesperson and Deputy Spokesperson:

Item Spokesperson Acting Spokesman
Name YAO, Cheng-Min Hsu, Jia-Heng
Title Executive Vice President Special Assistant to the President
TEL (886)2-8226-3300 (886)2-8226-3300
E-mail address [email protected] [email protected]

II. Address and telephone number of the Head Office and branches

(I) Head office

Name: Sun Max Tech Limited Website:http://www.sun-max.com.tw Address: The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Tel: (886)2-8226-3300 Islands.

(II) Taiwan Office

Name: POWER LOGIC TECH. INC

Address: 9F, 9-1F, No. 166, Jian 1st Rd., Zhonghe Dist., New Taipei City Tel: (886)2-8226-3300

(III) Subsidiaries, Sub-subsidiary

Name: United Strategy INC. Tel: (886)2-8226-3300 Address: Vistra Corporate Services Centre, Ground Floor NPF Building, Beach Road, Apia, Samoa Name: POWER LOGIC HOLDINGS INC. Tel: (886)2-8226-3300 Address: Vistra Corporate Services Centre, Ground Floor NPF Building, Beach Road, Apia, Samoa Name: Sunnny Sharp International Limited Tel: (886)2-8226-3300 Address: Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110 Name: POWER LOGIC TECH. INC Tel: (886)2-8226-3300 Address: 9F, 9-1F, No. 166, Jian 1st Rd., Zhonghe Dist., New Taipei City Name: CICHENG TECHNOLOGY CO., LTD. Tel: (886)-3-2825-198 Address: No. 9, Ln. 39, Sec. 2, Zhongshan Rd., Guanyin Dist., Taoyuan City Tel: (86)769-3339-6200 Name: DONG GUAN DONG LI DIAN ZI CO. LTD Address: Room 101, Building 2, No. 19, Tianheng Road, Tianwei Village, Changping Town, Dongguan City, Guangdong Province, China Name: Taiyi (Jiangxi) Electronic Technology Co., Ltd. Tel: (86)796-7362-666 Address: Anfu Industrial Park, Jiangxi Province Name: POWER LOGIC TECH (THAILAND) CO., LTD Telephone: Applying Address: 700/420 Moo.7, Tambol Don hua roh, Amphur Muang Chonburi, Chonburi 20000, Thailand

1

III. Shares Registrar:

Name: Share Administration Department, Concord Securities Co., Ltd.

Address: B1F., No. 176, Sec. 1, Keelung Rd., Taipei City

Website: http://www.concords.com.tw

Tel: (886)2-8787-1888

  • IV. Independent auditor for the financial report of the most recent year

Accountant Name: CPA Chia-Ming Chang and CPA Website: ttps://www.deloitte.com.tw Tung-Ju Hsieh Name of CPA: Deloitte & Touche Address: 20F., No. 100, Songren Rd., Xinyi Dist., Tel: (886)2-2725 9988 Taipei City

V. Name of the overseas stock exchange: None

  • VI. The Company’s Website: http://www.sun-max.com.tw

VII. The name, job title, contact number, and email of the designated domestic agent

Name: HSU Wen-Faung Title: Chairman Tel: (886)2-8226-3300 Email: [email protected]

2

VIII. List of Company’s Board of Directors

Nationality
Title Name or place of
registration


Major (academic degree) experience
Chairman SINOTEAM
HOLDINGS INC.
Samoa -
Department of Civil Engineering, Tamkang
University
Engineer of CTCI Advanced Systems Inc.
Director of Hefeng Construction Co., Ltd.
Director of Hefeng Construction Co., Ltd.
Representative: HSU
Wen-Faung
R.O.C.
Director LAI, Jen-Chung R.O.C. Taipei Municipal Chenggong High School
Sales Manager of Hefeng Construction Co., Ltd.
Chairman, Kandlee Trading Co., Ltd.
Division Manager of CviLux Corporation
Director LUXURY SHINE
INTERNATIONAL
LIMITED
Samoa Shih Chien College of Home Economics
Group secretary, SUN MAX TECH LIMITED
Director Chang Yuan-Fen R.O.C.
Independent
director

Kuan Chih-Liang
R.O.C. Ph.D. in Business Administration, National
Chengchi University
EMBA Director, College of Humanities and
Management, National Ilan University
Director and Graduate Program Director, School of
Applied Economics and Business Administration,
National Ilan University
Dean of Academic Affairs, Kainan University
Strategy Mentor, Wolfnet Start Up A+ On-Site
Incubator and Consulting Program
Brand Innovation Think Tank, General Chamber
of Commerce of the Republic of China
Independent
director

Cheng Yi-Teng
R.O.C. PhD in Business, National Chengchi University
Director, Mercuries & Associates Holding, Ltd.
Director and President, Horizon Securities (Hong
Kong) Co., Ltd.
Independent
director

Chang Cheng-Hsing
R.O.C. PhD in Civil Engineering, Colorado State
University
Professor and Chief Human Resources Officer,
Department of Civil Engineering, Tamkang
University
Independent
director

CHOU, YI-HSIN
R.O.C. Master of Accounting, National Chengchi
University
Chief Finance Officer of Acmepoint Energy
Services Co., Ltd.
Head of Group Audit and Chief Information
Security Officer of Crowdfunding, Homeplus
Digital Co., Ltd.
Manager of Audit Office, SUN MAX TECH
LIMITED
Deputy Manager, Audit Department, Deloitte &
Touche

3

SUN MAX TECH LIMITED Annual Report Table of Contents

I. Message to the Shareholders .................................................................................................. 3 Message to the Shareholders .................................................................................................. 3
II. Corporate Governance ........................................................................................................... 6
I. Profiles of Directors, Supervisors, President, Executive Vice Presidents, Asst. VP,
and supervisors of the various departments and branches ..................................... 6
II. Remuneration paid to Directors (including Independent Directors), Supervisors,
the President, and the Vice President in the most recent year ............................... 25
III. Status of Corporate Governance .............................................................................. 31
IV. Disclosure of the accountant’s fee .......................................................................... 125
V. Change of CPA ......................................................................................................... 125
VI. The Chairman, President, manager charged with finance or accounting of the
Company has been working with the CPA firm retained as an external auditor
or its affiliate in the last year .................................................................................. 126
VII. Periodically evaluate the independence and competence of CPAs ...................... 127
VIII. Shareholding transfers and share collateralization within the latest year, up till
the publication date of this annual report, initiated by directors, supervisors,
managers and shareholders with more than 10% ownership interest................ 128
IX. Relationships among The Company’s top ten shareholders including spouses,
second degree relatives or closer, or any person defined under Statement of
Financial Accounting Principle No. 6 - "Related parties" ................................... 129
X. Investments jointly held by The Company, The Company’s directors,
supervisors, managers, and enterprises directly or indirectly controlled by The
Company. Calculate shareholding in aggregate of the above parties ................. 130
III. Funding Status ..................................................................................................................... 131
I. Capital and outstanding shares .............................................................................. 131
II. Disclosure relating to corporate bonds .................................................................. 138
III. Disclosure relating to preference shares. ............................................................... 142
IV. Disclosure relating to depository receipts .............................................................. 142
V. Situation of handling of subscription right certificate ......................................... 142
VI. The new shares from restricted employee stock option. ...................................... 142
VII. Disclosure on new shares issued for the acquisition or transfer of other shares 142
VIII. Progress on the use of funds .................................................................................... 143
IV. Business performance ......................................................................................................... 145
I. Content of business .................................................................................................. 145
II. Market and sales overview ...................................................................................... 152
III. Number of employees in the last 2 years to the date this report was printed. ... 159
IV. Information on spending on environmental protection ....................................... 160
V. Labor-Management Relations ................................................................................ 161
VI. Information and communication security management ...................................... 171
VII. Important Contracts ................................................................................................ 174
V. Review of financial status, business performance, and risk management ..................... 177
I. Comparative analysis of financial condition ......................................................... 177
II. Comparison and analysis of financial performance ............................................. 178
III. Cash flow analysis .................................................................................................... 179

4

IV. Material capital expenditures in the latest year and impacts on business
performance ............................................................................................................. 180
V. The major causes for profits or losses incurred by investments during the most
recent year; rectifications and investment plans for the next year ..................... 180
VI.
Risk management and assessment ......................................................................... 181
VI. Special remarks ................................................................................................................... 186
I. Information regarding the affiliated enterprises .................................................. 186
II. Private placement of securities during the latest year up till the publication date
of this annual report ................................................................................................ 190
III.
Other supplementary information ......................................................................... 190
IV. Explanation of significant differences with the provisions of the shareholders'
rights and interests of the Republic of China ........................................................ 190
VII. Occurrences of events defined under Article 36-3-2 of the Securities Exchange Act in
the latest year up till the publishing date of this annual report that significantly
impacted shareholders' equity or security prices. ............................................................ 203

5

Company Profile

(I) Date of establishment and group profile

SUN MAX TECH LIMITED (hereinafter referred to as Sun Max or the Company,) is established by HSU Wen-Faung under British Cayman Islands (Cayman Islands, hereafter). The Company was funded by the founder and shareholders in 1998, specializing in cooling fan R&D, production and distribution. As of March 30, 2026 (book closure date), the Company had a total paid-in capital of NT$411,224,650. Our group structure starts with the holding company, UNITED STRATEGY INC, a Samoa registered entity. It invests in and controls the following subsidiaries. The cooler manufacturing and selling units are Taiyi (Jiangxi) Electronic Technology Co., Ltd. and Dongguan Power Logic Co., Ltd. in China. A Taiwan branch, Power Logic Tech Inc., focuses on management, finance, and information integration operations and serves as the group’s R&D center. For distribution to the U.S., European, and Asian regions, it is administered by Sunny Sharp International Limited, Taiwan Branch (British Islands Registered). In the meantime, Taiyi (Jiangxi) Electronic Technology Co., Ltd. and Dongguan Power Logic Co., Ltd. are responsible for sales within Mainland China. Cicheng Technology Co. Ltd. is in charge of the production of the key components. In 2025, a Southeast Asia production base will be set up in Thailand to engage in specialized production and sales of cooling fan.

(II) Group structure

==> picture [483 x 294] intentionally omitted <==

Note: POWER LOGIC TECH (THAILAND) CO., LTD was officially founded on April 11, 2025.

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(III) Organization and operations

Year Milestones
1998 Power LogicTech.Inc. was establishedinNewTaipeiCity.
1998 HuangjiangPower ElectronicProductsFactory was established.
1998 Passedthe certificationof ISO9001
2003 UNITEDSTRATEGY INC. wasregistered and set upinSamoa.
2003 Dongguan Power Logic Co., Ltd. was 100% invested by UNITED STRATEGY INC. and
establishedinGuangdongProvince as aleadingmanufacturerofcoolingfans.
2005 ISO14001certified
2007 Weareaqualified supplier for AMD,and officially enteredtheareaofgraphics cardsfans.
2008 RegisteredPOWER LOGICHOLDINGINC.inSamoa.
2009 Huangjiang Power Electronic Products Factory was merged by DONG GUAN DONG LI
DIANZICO.LTD.
2013 The parent company, SUN MAX TECH LIMITED, was established with an organizational
restructureinitiated at the same time, and the subsidiariesmerged.
2014 POWER LOGIC TECH (TAI YI) CO., LTD. located in Guangdong Province was 100%
investedinbyPower LogicHoldingInc.
2015 Sunny SharpInternational Limited wasregistered and establishedin B.V.I.
2015 SUNNY SHARP INTERNATIONAL LIMITED TAIWAN BRANCH was established in
NewTaipeiCity.
2016 SUN MAX TECH LIMITED, the parent company, was approved for public trade on
11/16/2016.
2016 SUN MAX TECH LIMITED, the parent company, was approved for registration on the
emergingmarket on 11/30/2016. (StockNo.: 6591)
2016 POWER LOGIC TECH (TAI YI) CO., LTD. expanded and relocated its factory to Building
2, No. 3, Chaioshing West2ndRoad,Dazhou Community, QiaotouTown,DongguanCity.
2017 SunnyFaith InvestmentsLimited wasregistered and establishedinSamoa.
2017 POWER LOGIC (YI QUAN) CO., LTD. was 100% invested by Sunny Faith Investments
Limited and establishedinGuangdongProvince.
2017 SUN MAX TECH LIMITED, the parent company, was officially listed on 12/28/2017.
(Stock No.: 6591)
2019 Taiyi (Jiangxi) Electronic Technology Co., Ltd. in Jianxi Province is established with 100%
ofUnited StrategyInc.’sreinvestment.
2019 Industrial Park in Anfu County, Jian City, Jianxi Province is the Group’s manufacturing
base.
2020 Establishment registration was canceled for Sunny Faith Investments Limited, Samoa-
registered and Dongguan Yidong Electronic Co., Ltd. 100% owned by Sunny Faith
InvestmentsLimited.
2020 Power Logic (Tai Yi) Co., Ltd was relocated to Room 101, Building 1, No. 19, Tianheng
Road, Tianwei Village, Changping Town, Donguan City, Guangdong Province The
cancellation registration of POWER LOGIC (YI QUAN) CO., LTD. was completed on
June,262024.
2021 Invested by the Power Logic Tech. Inc. up to 80% of the total shares to incorporate Cicheng
Technology Co., Ltd.
2022 The Taipei operations headquarters, located on the 9F and 9F.-1, No. 166, Jian 1st Rd.,
Zhonghe Dist.,New Taipei City,was acquired and moved in December 2022.
2025 POWER LOGIC TECH (THAILAND) CO., LTD was invested by POWER LOGIC
HOLDINGS INC. and established in Thailand.

(IV) Risks: refer to page 180 to 184 of this report.

2

I. Message to the Shareholders

Dear shareholders,

In 2025, the Company’s revenue increased by 38.81% compared with the same period last year, driven by the launch of the new NVIDIA GeForce RTX 50 series graphics card, which sparked a buying frenzy, and the introduction of gaming PC products equipped with the new graphics cards by the Company’s major gaming clients, boosting stocking momentum for mid-to-high-end cooling fan products. Since President Trump returned to the White House, the global trade environment has deteriorated, trade barriers and policy uncertainty have risen, and international relations have changed dramatically due to tariff negotiations between the United States and other countries. In response to global de-Sinicization concerns, the Company decided to establish a plant in Thailand to consider future operational strategies and meet the Company’s overseas business development needs. In the second half of 2025, it issued NT$250 million in unsecured convertible bonds and raised NT$143 million in cash, primarily to reinvest in the Thai plant, establish a production and manufacturing base outside of China to reduce operational risk, increase the proportion of non-graphics card cooling fans revenue, and expand its customer base for automotive fan applications.

I. 2025 business overview

(1) Financial performance:

  • (1) Consolidated operating revenues and net profit after tax
Unit: NTD thousand Unit: NTD thousand
Item 2025 % 2024 % Increase
(decrease)
in amount
Variati
on
Operating
revenue
1,752,889 100.00 1,262,815 100.00 490,074 38.81
Gross profit 590,367 33.68 334,437 26.48 255,930 76.53
Profit from
operations
256,728 14.65 59,440 4.71 197,288 331.91
Profit after
income tax
208,153 11.87 118,284 9.37 89,869 75.98

Gross margin for 2025 was 33.68%, up by 7.2% from 26.48% last year. Operating profit margin for the year was 14.65%, up by 9.94% from 4.71%. Net income margin was 11.87%, up by 2.5% from 9.37%.

  • (2) Profitability
11.87%, up by 2.5% from 9.37%.
Profitability
Item 2025 2024
ROA (%) 6.75 4.48
Return on shareholders’equity (%) 9.95 6.40
Net profit rate (%) 11.87 9.37
Earnings per share (NTD) 5.37 3.21
  • (3) Budget implementation: Not applicable (the Company did not prepare a financial forecast for the year of 2025)

(II) Research and development:

  • (1) The number of new patents added to the fan structure category in 2025 was 28. As of the end of 2025, the Company has acquired 1 case of practical invention patent in China, 100 cases of new type patents, 11 cases of appearance design, 6 cases of Taiwan invention patents, 144 cases of new type patents, and 16 cases of new type/design patents. Total

3

research expenditure for 2025 went up by 20.74% to NT$106,420 thousand (6.07% of revenue) from NT$88,143 thousand (6.98% of revenue) last year.

  • (2) We will continue to strengthen our competitive advantages in R&D and technology. Through capital expenditure in purchasing laboratory equipment and aggressive cultivation and recruitment of R&D professionals, we are extending our scope to e-sports, servers and telematics cooling, thereby scaling up the overall performance and revenue.

  • II. 2026 Business Plan Overview

(I) 2026 business strategy:

The corporate mission of SUN MAX TECH LIMITED is to be people-oriented, achieve prosperity and glory, give back to society, and pursue sustainable operation. Transcending limits to create unlimited value and achieve customer goals, we leverage outstanding competitiveness and creativity to manufacture high-quality, long-lasting, and highly efficient products. We value the voices of our stakeholders and collaborate with partners who share our vision, working together with a unified purpose.

  • (II) Sales volume forecast and the basis therefor : the Company does not publish its financial forecast, so it is not applicable.

  • (III) Important production and sales policies:

  • (1) Sales policy: This year, we still focused on selling graphics card cooling fans and continued to promote automotive seats, headlights, audio-video systems, air conditioning system fans, and accelerated the expansion of automotive fan applications. Based on its existing product manufacturing technology, the Company continues to monitor new product development trends in the market and develop niche products that align with market trends.

  • (2) Production policy: Enhance production process optimization, strengthen quality control and real-time feedback mechanisms, and reduce production costs. Strengthen communication and coordination at each production stage, formulate management objectives to improve production efficiency, align with production and sales demand, increase capacity utilization rate, and further enhance capacity efficiency.

III. The Company’s future development strategy:

We continue to develop the graphics card market. In addition, through our development efforts in sectors covering vehicle on-board devices, servers, Internet communication, smart home appliances, and gaming laptops, we are capable of offering applications using steam and water cooling technologies. We also tap into high-end technologies, including high air volume and wind pressure, low noise, low power consumption, and low vibration, as well as applications for special conditions such as high/low temperature, water resistance, and dustproofing.

In the meantime, we are working with our customers on fans controlled by smart circuit for applications in low starting pressure and voltage/current withstanding. Fully grasp market changes actively enhance R&D design and management capabilities, strengthen supply chain vertical integration, enhance internalization level, and continuous improvement in automated production.

IV. Impacts by the external competitive environment, regulatory environment and overall business environment:

The Company upholds its core values to maintain financial health and operate steadily. Looking ahead to 2026, we anticipate intensified external competition. Startups are disrupting the market at an accelerating pace, and AI applications will significantly lower barriers to entry for external competitors. As the regulatory environment tightens, most countries have implemented strict climate-related financial disclosure standards, and the EU carbon tariff will officially enter its substantive taxation phase, increasing companies’ export costs. In response to global climate change, companies must balance revenue growth with environmental protection goals to achieve sustainable operations. The overall macroeconomic volatility, including

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geopolitical risks in various countries, continued inflation, and fluctuating exchange rates, will pose multiple challenges. We must enhance our competitiveness to address these challenges head-on.

Finally, I would like to express my heartfelt thanks to all shareholders for your support and encouragement. In the coming year, with your continuous guidance and support, the management team will continue to pursue the business philosophy and new ideas, hence granting us fruitful results to share with you.

Chairman: SINOTEAM HOLDINGS INC

Legal representative: HSU Wen-Faung

5

II. Corporate Governance

  • I. Profiles of Directors, Supervisors, President, Executive Vice Presidents, Asst. VP, and supervisors of the various departments and branches

1. Directors and Supervisors:

  • (1) Name, main experience (education), and shareholding and nature

March 30, 2026; Unit: thousand shares

Title Nationality
or place of
registration
Name Gender
Age
Date
elected
Duration Inauguration
date
Shares at Election Shares at Election Current shareholding Current shareholding Current Shares Held
by Spouse &
Dependents
Current Shares Held
by Spouse &
Dependents
Shareholding under
the title of a third party
Shareholding under
the title of a third party
Major
(academic
degree)
experience
Current
duties in
The
Company
and in
other
companies
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative
Remarks
Number
of
Shares
Ratio of
Shareholding
Number
of
Shares
Ratio of
Shareholding
Number
of
Shares
Ratio of
Shareholding
Number
of
Shares
Ratio of
Shareholding

Title
Name Relation
Chairman Samoa SINOTEAM
HOLDINGSINC.
2026/05/30 3 2014/12/31 6,673 17.31% 6,989 17.00% 0 0% 0 0% - None None None
R.O.C. Representative
HSU Wen-Faung
Male
64
1,194 3.10% 1,271 3.09% 218 0.53% 0 0% Department of
Civil
Engineering,
Tamkang
University
Engineer of
CTCI Advanced
Systems Inc.
Director of
Hefeng
Construction
Co., Ltd.
Director of
Hefeng
Construction
Co.,Ltd.

Note 2
Director Chang
Yuan-
Fen
Spouse Note 1
Director R.O.C. LAI, Jen-Chung Male
64
2026/05/30 3 2016/4/30 396 1.03% 415 1.01% 0 0% 0 0% Taipei
Municipal
Chenggong
High School
Sales Manager
of Hefeng
Construction
Co., Ltd.
Supervisor of
Power Logic
Tech. Inc.
Chairman,
Kandlee
Trading Co.,
Ltd.
Division
Manager of
CviLux
Corporation
Note 2 None None None
Director Samoa LUXURY SHINE
INTERNATIONAL
LIMITED
2026/05/30 3 2022/05/31 30 0.08% 32 0.08% 0 0% 0 0% None None None

6

Title Nationality
or place of
registration

Name
Gender
Age
Date
elected
Duration Inauguration
date

Shares
at Election Current shareholding Current Shares Held
by Spouse &
Dependents
Current Shares Held
by Spouse &
Dependents
Shareholding under
the title of a third party
Shareholding under
the title of a third party

Major
(academic
degree)
experience
Current
duties in
The
Company
and in
other
companies
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative

Remarks
Number
of
Shares

Ratio of
Shareholding
Number
of
Shares

Ratio of
Shareholding
Number
of
Shares

Ratio of
Shareholding
Number
of
Shares

Ratio of
Shareholding

Title
Name Relation
R.O.C. Representative
Chang Yuan-Fen
Female
61
2022/5/31 199 0.52% 218 0.53% 1,271 3.09% 0 0% Shih Chien
College of
Home
Economics
Group
secretary, SUN
MAX TECH
LIMITED
Note 2 Chairman
HSU
Wen-
Faung
Spouse
Independent
director
R.O.C. Cheng Yi-Teng Male
64
2026/05/30
3
2026/05/30 0 0% 0 0 0 0% 0 0% PhD in
Business,
National
Chengchi
University
Mercuries &
Associates
Holding, Ltd.
Director
Horizon
Securities
(Hong Kong)
Co., Ltd.
Director,
President
Note 2 None None None
Independent
director
R.O.C. Chang Cheng-Hsing Male
58
2026/05/30
3
2026/05/30 0 0% 0 0% 0 0% 0 0% PhD in Civil
Engineering,
Colorado State
University
Professor and
Chief Human
Resources
Officer,
Department of
Civil
Engineering,
Tamkang
University
Note 2 None None None
Independent
director
R.O.C. CHOU, YI-HSIN Female
44
2026/05/30
3
2026/05/30 0 0% 0 0% 0 0% 0 0% Master of
Accounting,
National
Chengchi
University
Chief Finance
Officer of
Acmepoint
Energy Services
Co., Ltd.
Head of Group
Audit and Chief
Information
Security Officer
of
Crowdfunding,
Note 2 None None None

7

Title Nationality
or place of
registration
Name Gender
Age
Date
elected
Duration Inauguration
date
Shares at Election Shares at Election Current shareholding Current shareholding Current Shares Held
by Spouse &
Dependents
Current Shares Held
by Spouse &
Dependents
Shareholding under
the title of a third party
Shareholding under
the title of a third party
Major
(academic
degree)
experience
Current
duties in
The
Company
and in
other
companies
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative
Remarks
Number
of
Shares
Ratio of
Shareholding
Number
of
Shares
Ratio of
Shareholding
Number
of
Shares
Ratio of
Shareholding
Number
of
Shares
Ratio of
Shareholding

Title
Name Relation
Homeplus
Digital Co., Ltd.
SUN MAX
TECH
LIMITED
Manager of
Audit Office
Deloitte &
Touche
Assistant
manager of
Audit
Department
Independent
director
R.O.C. Kuan Chih-Liang Male
58
2026/05/30 3 2022/5/31 0 0% 0 0% 0 0% 0 0% Ph.D. in
Business
Administration,
National
Chengchi
University
EMBA
Director,
College of
Humanities and
Management,
National Ilan
University
Director and
Graduate
Program
Director,
School of
Applied
Economics and
Business
Administration,
National Ilan
University
Dean of
Academic
Affairs, Kainan
University
Strategy
Mentor,
Wolfnet Start
Up A+ On-Site
Incubator and
Consulting
Program
Brand
Innovation
Think Tank,
General
Chamber of
Note 2 None None None

8

Title Nationality
or place of
registration
Name
Gender
Age
Date
elected
Duration Inauguration
date
Shares at Election
Current shareholding
Current Shares Held
by Spouse &
Dependents
Shareholding under
the title of a third party
Major
(academic
degree)
experience
Current
duties in
The
Company
and in
other
companies
Other Chief, Supervisors
or Directors with a Spousal
or Other Immediate
Relative
Number
of
Shares
Ratio of
Shareholding
Number
of
Shares
Ratio of
Shareholding
Number
of
Shares
Ratio of
Shareholding
Number
of
Shares
Ratio of
Shareholding
Title
Name Relation

Remarks
Commerce of
the Republic of
China
Note 1: Where the Company’s Chair of the Board and General Manager or an equivalent position (the highest managerial officer) are the same person or are spouses
or relatives within the first degree of kinship, information relating to reasons, reasonableness, necessity and response measures (such as increasing independent
directors, and a majority of the directors may not serve concurrently as an employee or managerial officer) shall be explained:
Reason: Considering the Company’s current operation scale and situation, the requirement for professionalism, familiarity to the industry,
decision-making ability and long-term business planning and strategy, the Company’s Chair of the Board and General Manager is the
same person.
Reasonableness: Other than the Chairman and President are the same person and spouses to each other, we have added one more independent director (the
total independent member shall not be less than four) to enhance the supervision function from the board. In the meantime, the majority of
directors are not concurrently an employee manager of the Company; and the remaining directors are not spouses or relatives within the
first degree of kinship. Therefore, the President is for sure able to execute duties according to resolution from the Board. The Board is
able to conduct the supervision appropriately and independently.
Necessity: In response to the Company’s mid-term human resources and organizational development plan, the status quo is the best for the
Company’s operational needs.
Countermeasures: The Company amended the Corporate Governance Best-Practice Principles in January 2022. Also a new independent board member was
added on May 31, 2022 in the Board election to increase the number of independent members from three to four to follow Article 4 under
“Taiwan Stock Exchange Corporation Operating Directions for Compliance with the Establishment of the Board of Directors by TWSE-
Listed Companies and the Board’s Exercise of Powers.” The number of independent directors and directors remained at four and three,
respectively, at the re-election of the fifth term of directors in 2025.
Note 2: Summary of the directors also assuming a job position with the Company and other companies is as follows:

9

Title Name Current duties in The Company and in other companies
Chairman SINOTEAM HOLDINGS INC.
Representative: HSU Wen-Faung
Sun Max Tech Limited: President
SINOTEAM HOLDINGS INC.: President
UNITED STRATEGYINC.: President
POWER LOGIC HOLDINGS INC.: President
Sunny Sharp International Limited.: President
POWER LOGIC TECH. INC.: President
Sunny Sharp International Limited Taiwan Branch: Litigation and Non-contentious
Representative
Power Logic Tech. (DongGuan) Inc.: President
POWER LOGIC TECH (TAI YI) CO., LTD.: President
Taiyi (Jiangxi) Electronic Technology Co., Ltd.: President
Chichen Technology Co. Ltd: Representative designated by Power Logic Tech. Inc.
LinkCom Manufacturing Co.,Ltd.:Independent Director
Director LAI, Jen-Chung Power Logic Tech. (DongGuan) Inc.: Supervisor
POWER LOGIC TECH (TAI YI) CO., LTD.: Supervisor
Tai-Yi (Jiangxi) Electronic Technology Co., Ltd.: Supervisor
Director LUXURY SHINE INTERNATIONAL
LIMITED
Representative: ChangYuan-Fen
SUN MAX TECH, LIMITED: Group secretary
Independent
director
Kuan Chih-Liang Yat Sing Holdings Limited: Independent Director
LinkCom Manufacturing Co., Ltd.: Independent Director
Donpon Precision Inc.: Independent Director
Independent
director
Cheng Yi-Teng Dynacard Co., Ltd.: Director
Sunhawk Vision Biotech, Inc.: Director
Independent
director
Chang Cheng-Hsing Professor and Chief Human Resources Officer, Department of Civil Engineering, Tamkang
University
Independent
director
CHOU, YI-HSIN Chief Finance Officer of Acmepoint Energy Services Co., Ltd.

(2) Supervisor: The Company has set up an Audit Committee without an appointed supervisor.

10

  • (3) Major Shareholders of Corporate Shareholders:
March 30, 2026
Name of incorporated directors Major Shareholders of Corporate
Shareholders
SINOTEAM HOLDINGS INC. HSU Wen-Faung (100%)
LUXURY SHINE INTERNATIONAL
LIMITED
Hsu, Jia-Heng (34%)
Hsu, Jia-Chen (34%)
Hsu, Jia-Yun (32%)
  • (4) The main shareholders of the aforementioned incorporated shareholders: Not applicable.

  • (5) Continuing education of directors and supervisors in 2025:

Title Name Organizer Course Name Training date Training
hours
Chairman/
President
HSU
Wen-
Faung
Finance Research and
Development
Foundation

DEI diversity, equity, and
inclusion
2025/11/10 3
Chairman/
President
HSU
Wen-
Faung
Finance Research and
Development
Foundation

How AI Enhances Operational
Efficiency and Service Quality,
and Case Study on AI
Transformation
2025/11/10 3
Director Chang
Yuan-Fen

Finance Research and
Development
Foundation

DEI diversity, equity, and
inclusion
2025/11/10 3
Director Chang
Yuan-Fen

Finance Research and
Development
Foundation

How AI Enhances Operational
Efficiency and Service Quality,
and Case Study on AI
Transformation
2025/11/10 3
Director LAI, Jen-
Chung
Finance Research and
Development
Foundation

DEI diversity, equity, and
inclusion
2025/11/10 3
Director LAI, Jen-
Chung
Finance Research and
Development
Foundation

How AI Enhances Operational
Efficiency and Service Quality,
and Case Study on AI
Transformation
2025/11/10 3
Independent
director
Kuan
Chih-
Liang
Finance Research and
Development
Foundation

DEI diversity, equity, and
inclusion
2025/11/10 3
Independent
director
Kuan
Chih-
Liang
Finance Research and
Development
Foundation

How AI Enhances Operational
Efficiency and Service Quality,
and Case Study on AI
Transformation
2025/11/10 3
Independent
director
Chang
Cheng-
Hsing
Finance Research and
Development
Foundation

DEI diversity, equity, and
inclusion
2025/11/10 3
Independent
director
Chang
Cheng-
Hsing
Finance Research and
Development
Foundation

How AI Enhances Operational
Efficiency and Service Quality,
and Case Study on AI
Transformation
2025/11/10 3

11

Title Name Organizer Course Name Training date Training
hours
Independent
director
Cheng
Yi-Teng
Finance Research and
Development
Foundation

DEI diversity, equity, and
inclusion
2025/11/10 3
Independent
director
Cheng
Yi-Teng
Finance Research and
Development
Foundation

How AI Enhances Operational
Efficiency and Service Quality,
and Case Study on AI
Transformation
2025/11/10 3
Independent
director
Cheng
Yi-Teng
Securities and Futures
Institute

2025 Insider Trading Prevention
Publicity Conference

2025/5/16
3
Independent
director
Cheng
Yi-Teng
Taiwan Securities
Association
Analysis of regulations and
cases on anti-money laundering
and counter terrorism
2025/6/26 3
Independent
director
Cheng
Yi-Teng
Taiwan Securities
Exchange
Corporation
2025 Cathay Sustainable
Finance and Climate Change
Summit
2025/7/9 6
Independent
director
Cheng
Yi-Teng
Financial Supervisory
Commission

The 15th Taipei Corporate
Governance Forum
2025/10/16 6
Independent
director
CHOU,
YI-HSIN
Finance Research and
Development
Foundation

DEI diversity, equity, and
inclusion
2025/11/10 3
Independent
director
CHOU,
YI-HSIN
Finance Research and
Development
Foundation

How AI Enhances Operational
Efficiency and Service Quality,
and Case Study on AI
Transformation
2025/11/10 3
Independent
director
CHOU,
YI-HSIN
Financial Supervisory
Commission

The 15th Taipei Corporate
Governance Forum
2025/10/16 6

12

2. Information on Directors and Supervisors:

  • (1) Disclosure on directors and supervisors’ professional qualification and independence status by independent directors:
Condition
Name
Professional qualification and
experience
State of independence Number of
public
companies
where the
person
holds the
title as
independent
director
Director
SINOTEAM
HOLDINGS INC.
Representative:
HSU Wen-Faung
In abundant outlook toward
markets in the international
community, diversified thinking
mode, profound cultivation of
industrial strength,
comprehensive business
technology & know-how and
skill, humanistic literacy as well
as management under sound
leadership; serving as the
chairman of SUN MAX Group
and independent director of
LinkCom manufacturing Co.,
Ltd. leadership in business
management; serving
Does not meet any descriptions
stated in Article 30 of The
Company Act.
Not applicable 1
Director
LAI, Jen-Chung
In possession of abundant hands-
on experiences serving with the
electronic industry with the effort
to offer valid professional advice,
rendering tremendous benefits
toward the upgrade of the
production technology and know-
how; serving as the Company's
director.
Does not meet any descriptions
stated in Article 30 of The
Company Act.
Not applicable 0
Director
LUXURY SHINE
INTERNATIONAL
LIMITED
Representative:
Chang Yuan-Fen
Elected as a director of the
Company for years of
contribution to the Group in
various fields and professional
opinions offered for improving
financial matters. Does not meet
any descriptions stated in
Article 30 of The CompanyAct.
Not applicable -

13

Condition
Name
Professional qualification and
experience
State of independence Number of
public
companies
where the
person
holds the
title as
independent
director
Independent
director
Cheng Yi-Teng
With more than 20 years of
experience in commerce and
business operations, he specializes
in investment business. He has
served as Director and President,
Horizon Securities (Hong Kong)
Co., Ltd., Director of Golden Point
Management Ltd., Executive
Director and Responsible Officer
of Visionary Group Capital
Management Limited, and Director
of Mercuries & Associates
Holding, Ltd. His professional
knowledge in commerce is a
significant benefit to the
Company’s operations.
Does not meet any descriptions
stated in Article 30 of The
Company Act.
1. The independent statements
from the independent
directors were submitted at
the nomination and
election.
2. In compliance with
“Regulations Governing the
Appointment of
Independent Directors and
Compliance Matters for
Public Companies” in a
two-year period prior to
being elected and the
qualifications under Article
3.
3. New independent director
of the Company appointed
on May 29, 2025, with a
term of less than three
terms.
0
Independent
director
Chang Cheng-
Hsing
He is a full-time professor and
Chief Human Resources Officer,
Department of Civil Engineering at
Tamkang University. He possesses
professional knowledge in civil
engineering and is responsible for
developing and managing human
resources strategies within the
enterprise, demonstrating
experience in cross-disciplinary
collaboration and leadership. His
ability to integrate academic and
administrative functions provides
significant benefits to the
company’s management and
operations.
Does not meet any descriptions
stated in Article 30 of The
Company Act.
1. The independent statements
from the independent
directors were submitted at
the nomination and
election.
2. In compliance with
“Regulations Governing the
Appointment of
Independent Directors and
Compliance Matters for
Public Companies” in a
two-year period prior to
being elected and the
qualifications under Article
3.
3. New independent director
of the Company appointed
on May 29, 2025, with a
term of less than three
terms.
0
Independent
director
CHOU, YI-HSIN
Obtained a certified public
accountant certificate in 2009 and
previously served as Assistant
Manager of the Audit Department
at Deloitte & Touche, Audit
Manager at SUNMAX TECH
LIMITED, and Head of Group
Audit and Chief Information
1. The independent statements
from the independent
directors were submitted at
the nomination and
election.
2. In compliance with
“Regulations Governing the
Appointment of
0

14

Condition
Name
Professional qualification and
experience
State of independence Number of
public
companies
where the
person
holds the
title as
independent
director
Security Officer of Crowdfunding,
Homeplus Digital Co., Ltd. He is
currently the Chief Finance Officer
at Acmepoint Energy Services Co.,
Ltd.
Possesses professional business
knowledge that is a significant
benefit to the Company’s
operations.
Does not meet any descriptions
stated in Article 30 of The
Company Act.
Independent Directors and
Compliance Matters for
Public Companies” in a
two-year period prior to
being elected and the
qualifications under Article
3.
3. New independent director
of the Company appointed
on May 29, 2025, with a
term of less than three
terms.
Independent
director
Kuan Chih-Liang
Possesses the professional
capacity and relevant working
experiences in applied economics
and business management.
Working experience include
being Dean of Academic Affairs,
Kainan University, Strategy
Mentor, Wolfnet Start Up A +
On-Site Incubator and Consulting
Program Brand Innovation Think
Tank, General Chamber of
Commerce of the Republic of
China. Current Director and
Graduate Program Director,
School of Applied Economics
and Business Administration,
National Ilan University and an
Independent Director of the
Company.
Does not meet any descriptions
stated in Article 30 of The
Company Act.
1. The independent
statements from the
independent directors
were submitted at the
nomination and election.
2. In compliance with
“Regulations Governing
the Appointment of
Independent Directors
and Compliance Matters
for Public Companies” in
a two-year period prior to
being elected and the
qualifications under
Article 3.
3.Re-elected as an
Independent Director of the
Company on May 29, 2025,
and has not served more
than three terms.
3

15

II. Diversity and Independence of the Board of Directors.

(I) Diversification of Board of Directors

In accordance with Article 19 of the Company's "Corporate Governance Best Practice Principles", the composition of the Board of Directors shall take into account diversity, except that the number of directors who are also managerial officers of the Company shall not exceed one-third of the total number of directors, and that the Company shall formulate an appropriate diversity policy with respect to its own operations, business model and development needs, which shall include but not be limited to the following two major criteria:

A. Basic conditions and values: Gender, age, nationality, culture, etc., of which the ratio of female directors should reach one third of the total directors. B. Professional knowledge and skills: Professional background (such as, law, accounting, industry, finance, marketing, or technology), professional skills, and industrial experience.

The fifth Board of Directors of the Company is composed of seven members, including four independent directors and three general directors (two of whom are concurrently the President and an employee of the Company), all of whom have diverse professional backgrounds. No more than half of the directors are concurrently managers or employees of the Company. Members of the fourth Board of Directors of the Company possess the following capacities, including abilities to make operating judgments, perform accounting and financial analysis, conduct management administration and exercise crisis management, have industry knowledge and international market perspectives, as well as abilities to lead and make policy decisions. Independent Director Cheng Yi-Teng and Chou Yi-Hsin specialize in financial management with the ability to perform accounting and financial analysis. Independent Director Chang Cheng-Hsing specializes in engineering and human resources. Independent Director Kuan Chih-Liang specializes in business management and judgment, and international market perspectives.

Actual management targets under the diverse policy: the current Board of Directors of the Company is composed of seven members. After the election in 2025, there are currently four independent members (three before the election), or 57% of the total Board. The proportion of board members with employee status is 29%, and the tenure of the four independent directors was less than nine years.

If the board seats for any single gender of listed companies are less than one-third, the reasons and the measures taken to enhance board gender diversity shall be stated:

The Company elected two female directors during the meeting of the 5th term of the Board of Directors. Currently, male directors represent 71.43% of the board, while female directors represent 29%. As a larger proportion of candidates with relevant industry experience or professional backgrounds are still male, efforts to cultivate female talent are ongoing. The Company will continue to nominate candidates in accordance with the Corporate Governance Best-Practice Principles and the diversity goals set by the competent authorities. It will also actively cooperate with industry, government, and academia to expand the female talent pool with professional backgrounds and corporate governance experience, for consideration as future director candidates. This aims to achieve gender equality by ensuring that more than one-third of the seats on the Board of Directors are held by one gender.

Diversification policy and the implementation of the composition of the Board of Directors:

16

Core diversity aspects Nationality Nationality Gender Gender Directors concurrently serving
as company employees
Directors concurrently serving
as company employees
Age Age Age Age Term of
independent
directors
Term of
independent
directors
Term of
independent
directors
Term of
independent
directors

Industry
experience

Industry
experience
Professional
capacity
Professional
capacity
Name of Directors 41 to 50 51 to 60 61~70 and above Under 3 years 3 to 9 years Over 9 years Cooling industry Finance and
accounting
Engineering and
Human Resources
SINOTEAM HOLDINGS INC.
Representative: HSU Wen-Faung
R.O.C. Male V V V V
LUXURY SHINE INTERNATIONAL LIMITED
Representative: ChangYuan-Fen

R.O.C.
Female
V
V V V
LAI, Jen-Chung R.O.C. Male V V V
Cheng Yi-Teng R.O.C. Male V V V
Chang Cheng-Hsing R.O.C. Male V V V
CHOU, YI-HSIN R.O.C. Female V V V V
Kuan Chih-Liang R.O.C. Male V V V V
Directorprofessional background and knowledge:
Core diversity aspects Gender Operating judgment Accounting and Financial
Analysis Ability
Operational and
Management Ability
Crisis Response Ability Knowledge of Industry Understanding of
International Markets
Leadership Decision Making Engineering and Human
Resources
Name of Directors
SINOTEAM HOLDINGS INC.
Representative: HSU Wen-Faung
Male V V V V V V V V
LUXURY SHINE INTERNATIONAL LIMITED
Representative: ChangYuan-Fen

Female
V V V V V V V V
LAI, Jen-Chung Male V V V V V V V V
Kuan Chih-Liang Male V V V V V V V V
Cheng Yi-Teng Male V V V V V V V
ChangCheng-Hsing Male V V V V V V
CHOU, YI-HSIN Female V V V V V V V

(II) Independence of Board of Directors:

The Board is composed of a total of seven members, three of whom are regular members and four are independent directors, accounting for 57%. These members possess rich experience and profession in financial, business, law and industry management.

As expressly provided for in Article 21 of the Company’s Corporate Governance BestPractice Principles and Article 79 of the Articles of Incorporation, the directors shall be elected under the candidate nomination system. Accordingly, the Company shall prudently evaluate the

17

qualification requirements of the nominated candidates to determine whether they fall under the situations outlined in Article 30 of the Company Act and shall, in turn, duly elect the appropriate candidates in accordance with Article 193-1 of the Company Act.

The Company established the “Nomination Committee” on January 13, 2025. After all candidates for directors (with independent directors covered inclusively) are duly resolved by the Nomination Committee, the candidates shall be submitted to the shareholders’ meeting for the election process.

Of all seven directors of the Company, other than HSU Wen-Faung, the representative from SINOTEAM HOLDINGS, INC and Chang Yuan-Fen, the representative from LUXURY SHINE INTERNATIONAL, LIMITED are spouses to each other, no directors are spouses or are relatives within the second degree of kinship to each other under Paragraphs 3 and 4 of Article 26-3 of Securities and Exchange Act.

18

(2) The President, Vice Presidents, Assistant Vice Presidents and heads of various departments and branches

1. Name, main experience (education), and shareholding and nature

1. Name,main experience(education) 1. Name,main experience(education) 1. Name,main experience(education) 1. Name,main experience(education) 1. Name,main experience(education) ,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
,and shareholdingand nature
March 30,2026;Unit: thousand shares
Title Nationality Name Gender Inauguration
date

Status of
shareholding
Shares Held by
Spouse & Dependents

Shareholding under
the title of a third
party
Major (academic
degree) experience
Positions
with other
companies
Spouse or kin within the
second pillar under the
Civil Code and who is a
manager
Remarks
Number
of
Shares

Ratio of
Shareholding

Number
of
Shares

Ratio of
Shareholding

Number
of
Shares

Ratio of
Shareholding

Title
Name Relation
President R.O.C. HSU
Wen-
Faung
Male 1997/3 1,271 3.09% 218 0.53% 0 0% Department of Civil
Engineering,
Tamkang University
Engineer of CTCI
Advanced Systems
Inc.
Director of Hefeng
Construction Co.,
Ltd.
Director of Hefeng
Construction Co.,
Ltd.
Note 1 Special
Assistant
to the
President


Hsu, Jia-Heng
Father-
Son
Vice
President
and Chief
Finance
Office
R.O.C. YAO,
Cheng-
Min
Male 2021/3 17 0.04% 0 0% 0 0% Accounting
Department of
Soochow University
Chief Finance Officer
of Atrack Technology
Inc.
Finance manager,
Mainland China
Business, AirTAC
International Group
Deputy Manager,
Deloitte & Touche
Note 1 None None None
Vice
President
of R&D
R.O.C. HSIEH,
JUNG-
CHUNG

Male
2015/8 0 0.% 0 0% 0 0% National Taipei
University of
Technology -
Mechatronics
R&D Manager of
Dynaeon Industry
R&D Manager of Arx
Co.,Ltd.

Note 1
None None None

19

Title Nationality Name Gender Inauguration
date

Status of
shareholding

Status of
shareholding
Shares Held by
Spouse & Dependents
Shares Held by
Spouse & Dependents

Shareholding under
the title of a third
party

Shareholding under
the title of a third
party
Major (academic
degree) experience
Positions
with other
companies
Spouse or kin within the
second pillar under the
Civil Code and who is a
manager
Spouse or kin within the
second pillar under the
Civil Code and who is a
manager
Spouse or kin within the
second pillar under the
Civil Code and who is a
manager
Remarks
Number
of
Shares

Ratio of
Shareholding

Number
of
Shares

Ratio of
Shareholding

Number
of
Shares

Ratio of
Shareholding

Title
Name Relation
R&D Manager of
Apistek Technology
Company Limited
Group
Senior
Assistant
Vice
President
R.O.C. Lai,
Chih-
Sung
Male 2020/11 0 0.% 0 0% 0 0% Department of
Accounting, Jinwen
University of Science
and Technology
Associate Manager,
Long John Tsung
Right Industrial Co.,
Ltd.
Accounting Manager,
Jiu Hua Agriculture
Technology Limited
Company
Note 1 None None None
Chief
Technology
Officer

R.O.C.
HUANG
Chia-
Lieh

Male
2021/12 0 0% 0 0% 0 0% Ph. D. in mechanical
engineering, National
Taiwan University of
Science and
Technology (NTUST)
Manager of Asia
Vital Components
Co., Ltd.
Fan Manager of
Apistek Technology
Co., Ltd.

Note 1
None None None
Audit
Manager
R.O.C. CHEN,
CHI-
CHENG
Male 2019/3 0 0% 0 0% 0 0% National Central
University - Industrial
Economics Graduate
School
Audit Office
Assistant Manager of
David Electronics
CompanyLtd.

Note 1
None None None

20

Title Nationality Name Gender Inauguration
date

Status of
shareholding

Status of
shareholding
Shares Held by
Spouse & Dependents
Shares Held by
Spouse & Dependents

Shareholding under
the title of a third
party

Shareholding under
the title of a third
party
Major (academic
degree) experience
Positions
with other
companies
Spouse or kin within the
second pillar under the
Civil Code and who is a
manager
Spouse or kin within the
second pillar under the
Civil Code and who is a
manager
Spouse or kin within the
second pillar under the
Civil Code and who is a
manager
Remarks
Number
of
Shares

Ratio of
Shareholding

Number
of
Shares

Ratio of
Shareholding

Number
of
Shares

Ratio of
Shareholding

Title
Name Relation
Audit Office
Assistant Manager of
Kaibo Enterprise Co.,
Ltd.
Senior
Manager of
Sales
R.O.C. TSAI,
Wen-
Chang
Male 2024/08 9 0.02% 0 0% 0 0% Computer
Engineering Group,
Hungkuo Delin
University of
Technology
Project Manager of
Lextar Technology
Co., Ltd.
Project Manager of
Engineer of Simplo
Co., Ltd.
Note 1 None None None
Special
Assistant to
the
President

R.O.C.
Hsu, Jia-
Heng
Male 2025/04 1 0.42% 0 0% 0 0% Columbia
University/Master of
Science in
Mechanical
Engineering
Special Assistant to
the President of Sun
Max Tech Limited
Note 1 President
HSU Wen-Faung
Father-
Son
Assistant
VP of
factory
operation
department
R.O.C. Wang,
Chen-Lu
Male 2025/05 0 0.00% 1 0% 0 0% Associate in
Mechanical
Engineering, Cheng
Shiu University
Manager of Adda
Corporation
Manager of
Engineering
Department, Jingfeng
Hardware
Note 1 None None None

1.1: The President and heads of various departments and branches who also hold a job position with the other companies are listed in the table below.

21

Title Name Positions with other companies
President HSU Wen-Faung SINOTEAM HOLDINGS INC.: Director/ President
UNITED STRATEGYINC.: Director/ President
Director/ President of POWER LOGIC HOLDINGS INC.
Sunny Sharp International Limited.: Director/ President
POWER LOGIC HOLDINGS INC.: Director/ President
POWER LOGIC TECH. INC.: Director/ President
Sunny Sharp International Limited Taiwan Branch: Litigation and Non-contentious Representative
Power Logic Tech. (DongGuan) Inc.: Director/ President
Tai-yi (Jiangxi) Electronic Technology Co., Ltd: Director/ President
LinkCom Manufacturing Co., Ltd.: Independent Director
Chichen Technology Co. Ltd: Representative from Power Logic Tech. Inc.
POWER LOGIC TECH(THAILAND)CO.,LTD: Director
Vice President and Chief
Finance Office
YAO, Cheng-Min UNITED STRATEGYINC.: Vice President and Chief Finance Office
POWER LOGIC HOLDINGS INC.: Vice President and Chief Finance Officer
Sunny Sharp International Limited.: Vice President and Chief Finance Office
POWER LOGIC TECH (THAILAND) CO., LTD: Vice President and Chief Finance Office
POWER LOGIC TECH. INC.: Vice President and Chief Finance Office
Sunny Sharp International Limited Taiwan Branch: Vice President and Chief Finance Office
Power Logic Tech. (DongGuan) Inc.: Vice President and Chief Finance Office
Tai-yi (Jiangxi) Electronic Technology Co., Ltd: Vice President and Chief Finance Office
CichengTechnology Co.,Ltd.: Chief Finance Officer
Vice President of R&D HSIEH, JUNG-CHUNG Sunny Sharp International Limited Taiwan Branch: R&D Vice President
DONG GUAN DONG LI DIAN ZI CO. LTD: R&D Vice President
Tai-yi (Jiangxi) Electronic Technology Co., Ltd: R&D Vice President
Chichen Technology Co.Ltd:Representativefrom Power LogicTech.Inc.
Group Senior Assistant Vice
President
Lai, Chih-Sung Power Logic Tech. (DongGuan) Inc.: Group Senior Assistant Vice President
Taiyi (Jiangxi) Electronic Technology Co., Ltd.: Group Senior Assistant Vice President
Chief Technology Officer HUANG Chia-Lieh Sunny Sharp International Limited Taiwan Branch: Chief Technology Officer
DONG GUAN DONG LI DIAN ZI CO. LTD: Chief Technology Officer
Tai-Yi (Jiangxi) Electronic Technology Co., Ltd.: Chief Technology Officer
Audit Manager CHEN, CHI-CHENG UNITED STRATEGY INC.: Chief Auditor
POWER LOGIC HOLDINGS INC.: Chief Auditor
SUNNY SHARP INTERNATIONAL LIMITED: Chief Auditor
Sunny Sharp International Limited Taiwan Branch: Chief Auditor
POWER LOGIC TECH. INC.: Chief Auditor
DONG GUAN DONG LI DIAN ZI CO. LTD: Chief Auditor
Taiyi (Jiangxi) Electronic Technology Co., Ltd.: Chief internal auditor
CichengTechnology Co.,Ltd.: Chief Auditor

22

Senior Manager of Sales TSAI, Wen-Chang UNITED STRATEGYINC.: Sales Asst. VP
POWER LOGIC HOLDINGS INC.: Sales Asst. VP
Sunny Sharp International Limited.: Sales Asst. VP
Sunny Sharp International Limited Taiwan Branch: Sales Asst. VP
POWER LOGIC TECH. INC.: Sales Asst. VP
Power Logic Tech. (DongGuan) Inc.: Sales Asst. VP
Tai-yi(Jiangxi)ElectronicTechnology Co.,Ltd: SaleAsst. VP
Special Assistant to the
President
Hsu, Jia-Heng UNITED STRATEGYINC.: Special Assistant to the President
POWER LOGIC HOLDINGS INC.: Special Assistant to the President
Sunny Sharp International Limited.: Special Assistant to the President
POWER LOGIC TECH (THAILAND) CO., LTD: Director, Special Assistant to the President
POWER LOGIC TECH. INC.: Special Assistant to the President
Sunny Sharp International Limited Taiwan Branch: Special Assistant to the President
Power Logic Tech. (DongGuan) Inc.: Special Assistant to the President
Taiyi (Jiangxi) Electronic Technology Co., Ltd.: Special Assistant to the President
CICHENG TECHNOLOGY CO., LTD.: Special Assistant to the President
POWER LOGICTECH(THAILAND) CO.,LTD:Director
Assistant VP of factory
operation department of
Chinaregion
Wang, Chen-Lu Power Logic Tech. (DongGuan) Inc.: Assistant VP of factory operation department of China region
Taiyi (Jiangxi) Electronic Technology Co., Ltd.: Assistant VP of factory operation department of China region
  1. Where the Company’s General Manager or an equivalent position (the highest managerial officer) and Chair of the Board are the same person or are spouses or relatives within the first degree of kinship, information relating to its reasons, reasonableness, necessity and response measures (such as increasing independent directors, and a majority of the directors may not serve concurrently as an employee or managerial officer) shall be explained:

  2. Reason: Considering the Company’s current operation scale and situation, the requirement for professionalism, familiarity to the industry, decision-making ability and long-term business planning and strategy, the Company’s Chair of the Board and General Manager is the same person.

  3. Reasonableness: Other than the Chairman and President are the same person and spouses to each other, we have added one more independent director (the total independent member shall not be less than four) to enhance the supervision function from the board. In the meantime, the majority of directors are not concurrently an employee manager of the Company; and the remaining directors are not spouses or relatives within the first degree of kinship. Therefore, the President is for sure able to execute duties according to resolution from the Board. The Board is able to conduct the supervision appropriately and independently.

  4. Necessity: In response to the Company’s mid-term human resources and organizational development plan, the status quo is the best for the Company’s operational needs.

  5. Countermeasures: The Company updated the Corporate Governance Best-Practice Principles in January 2022 and, in coordination with Article 4 of “Directing Guidelines on TWSE/TPEx listed companies on Establishment of Boards of Directors and Their Compliance of Responsibilities and Powers,” the Company’s Board of Directors was re-elected with four independent directors and three directors. The four independent directors and three directors were maintained when the 5th term of the Board of Directors was re-elected in 2025.

23

  1. Continuing education and training programs related to corporate governance attended by managers:
Title Name Organizer Course Name Training date Training
hours
Vice President and Chief
Corporate Governance
YAO, Cheng-
Min
Finance Research and
Development Foundation
DEI diversity, equity, and inclusion 2025/11/10 3
Vice President and Chief
Corporate Governance
YAO, Cheng-
Min
Finance Research and
Development Foundation
How AI Enhances Operational Efficiency and
Service Quality, and Case Study on AI
Transformation

2025/11/10
3
Vice President of R&D HSIEH, JUNG-
CHUNG
Finance Research and
Development Foundation
DEI diversity, equity, and inclusion 2025/11/10 3
Vice President of R&D HSIEH, JUNG-
CHUNG
Finance Research and
Development Foundation
How AI Enhances Operational Efficiency and
Service Quality, and Case Study on AI
Transformation

2025/11/10
3
Chief Technology Officer HUANG Chia-
Lieh
Finance Research and
Development Foundation
DEI diversity, equity, and inclusion 2025/11/10 3
Chief Technology Officer HUANG Chia-
Lieh
Finance Research and
Development Foundation
How AI Enhances Operational Efficiency and
Service Quality, and Case Study on AI
Transformation

2025/11/10
3
Audit Manager CHEN, CHI-
CHENG
Finance Research and
Development Foundation
DEI diversity, equity, and inclusion 2025/11/10 3
Audit Manager CHEN, CHI-
CHENG
Finance Research and
Development Foundation
How AI Enhances Operational Efficiency and
Service Quality, and Case Study on AI
Transformation

2025/11/10
3
Special Assistant to the
President
Hsu, Jia-Heng Finance Research and
Development Foundation
DEI diversity, equity, and inclusion 2025/11/10 3
Special Assistant to the
President
Hsu, Jia-Heng Finance Research and
Development Foundation
How AI Enhances Operational Efficiency and
Service Quality, and Case Study on AI
Transformation

2025/11/10
3
Senior Manager of Sale
department
TSAI, Wen-
Chang
Finance Research and
Development Foundation
DEI diversity, equity, and inclusion 2025/11/10 3
Senior Manager of Sale
department
TSAI, Wen-
Chang
Finance Research and
Development Foundation
How AI Enhances Operational Efficiency and
Service Quality, and Case Study on AI
Transformation

2025/11/10
3

24

II. Remuneration paid to Directors (including Independent Directors), Supervisors, the President, and the Vice President in the most recent year

1. Remuneration of directors and independent directors

Unit: NT$ thousand; thousand Shares

Title Name Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors The sum of A, B, C
and D and in
proportion to
Earnings
The sum of A, B, C
and D and in
proportion to
Earnings
Remuneration in the capacity a Remuneration in the capacity a Remuneration in the capacity a Remuneration in the capacity a s employees s employees s employees s employees The sum of A, B, C,
D, E, F and G and in
proportion to
Earnings
The sum of A, B, C,
D, E, F and G and in
proportion to
Earnings
Compensation
paid to
directors from
an invested
company other
than the
Company’s
subsidiaries or
parent
company
Director fees (A) Pension (B) Remuneration to
directors (C)
For services (D) Salaries, bonus and
special subsidies (E)
Pension (F) Remuneration to
employees(G)
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
Cash Stock Cash Stock The
Company
All
companies
mentioned
in the
financial
statements
Chairman SINOTEAM
HOLDINGS INC.
1,131 1,131 0 0 4,695 4,695 132 142 5,958 5,968 0 15,520 0 39 4,989 0 5,454 0 10,947 26,981 0
Representative: HSU
Wen-Faung
Director LAI, Jen-Chung
2.84% 2.84% 5.22% 12.86%
Director LUXURY SHINE
INTERNATIONAL
LIMITED
Representative:
ChangYuan-Fen
Independent
director
CHEN, Tien-Szu 3,036 3,036 0 0 0 0 189 189 3,225 3,225 0 0 0 0 0 0 0 0 3,225 3,225 0
Independent
director
CHIU, Shih-Fang
Independent
director
HSIEH, Yu-Tien
Independent
director
Kuan Chih-Liang
Independent
director
Cheng Yi-Teng
Independent
director
Chang Cheng-Hsing 1.54% 1.54% 1.54% 1.54%
Independent
director
CHOU, YI-HSIN
1. Please desc ribe the policy, systems, standards and structure of remuneration of independent directors; also, describe the relationship with the amount of remuneration according to the responsibilities, risks and invested time:
The Company has established a Compensation Committee. Remuneration to independent directors are decided through the resolutions of the Compensation Committee and the Board of Directors based on “Regulations Governing the Remuneration of Directors and
Managers,” approved by the Compensation Committee and the Board, with the consideration of the duties involved and levels of operating participation and value contributed and the performance evaluation in accordance with the evaluation of the board/functional
committees. The procedures of the remuneration assessment have factored in the operating performance and risks. Please see Page 25~26 in the annual report for details. The “Regulations Governing the Remuneration of Directors and Managers” is available on the
Companywebsite,http://www.sun-max.com.tw: Corporate Governance-> Important Policies.
2. Except for those disclosed in the above table, the remuneration of the Company’s directors by providing services (e.g., serving as the non-employee consultant) to all companies included in the financial report in the most recent year: None.

25

Classification of remuneration

Classification of remuneration Classification of remuneration Classification of remuneration Classification of remuneration
Remunerations to individual directors in
respective brackets along the salaries scale
Name of Directors
Total(A+B+C+D) Total(A+B+C+D+E+F+G)
The Company All companies mentioned in
thefinancialstatements
The Company All companies mentioned
inthefinancialstatements
Less than 1,000,000 CHEN, Tien-Szu; CHIU,
Shih-Fang; HSIEH, Yu-Tien;
Kuan Chih-Liang; Cheng Yi-
Teng; Chang Cheng-Hsing;
Chou Yi-Hsin
CHEN, Tien-Szu; CHIU,
Shih-Fang; HSIEH, Yu-Tien;
Kuan Chih-Liang; Cheng Yi-
Teng; Chang Cheng-Hsing;
Chou Yi-Hsin
CHEN, Tien-Szu; CHIU, Shih-
Fang; HSIEH, Yu-Tien; Kuan
Chih-Liang; Cheng Yi-Teng;
Chang Cheng-Hsing; Chou Yi-
Hsin
CHEN, Tien-Szu; CHIU,
Shih-Fang; HSIEH, Yu-
Tien; Kuan Chih-Liang;
Cheng Yi-Teng; Chang
Cheng-Hsing; Chou Yi-
Hsin
1,000,000(inclusive) ~ 2,000,000 (exclusive) LUXURY SHINE
INTERNATIONAL
LIMITED;LAI, Jen-Chung
LUXURY SHINE
INTERNATIONAL
LIMITED;LAI, Jen-Chung
LAI, Jen-Chung LAI, Jen-Chung
2,000,000(inclusive) ~ 3,500,000 (exclusive) SINOTEAM HOLDINGS
INC.
SINOTEAM HOLDINGS
INC.
LUXURY SHINE
INTERNATIONAL LIMITED
3,500,000(inclusive) ~ 5,000,000 (exclusive) LUXURY SHINE
INTERNATIONAL
LIMITED
5,000,000(inclusive) ~ 10,000,000 (exclusive) SINOTEAM HOLDINGS
INC.
10,000,000(inclusive) ~ 15,000,000
(exclusive)
15,000,000(inclusive) ~ 30,000,000
(exclusive)
SINOTEAM HOLDINGS
INC.
30,000,000(inclusive) ~ 50,000,000
(exclusive)
50,000,000(inclusive) ~ 100,000,000
(exclusive)
100,000,000 above
Total 10persons 10persons 10persons 10persons
  1. Supervisor’s remuneration: The Company sets up an Audit Committee, but has not appointed a supervisor.

26

3. Remuneration to President and Executive Vice Presidents

Unit: NT$1,000(except for the marketprice),1,000 shares Unit: NT$1,000(except for the marketprice),1,000 shares Unit: NT$1,000(except for the marketprice),1,000 shares Unit: NT$1,000(except for the marketprice),1,000 shares Unit: NT$1,000(except for the marketprice),1,000 shares Unit: NT$1,000(except for the marketprice),1,000 shares Unit: NT$1,000(except for the marketprice),1,000 shares
Title Name Salary (A) Pension (B) Bonuses and
allowances etc. (C)
Remuneration to the employees (D) The sum of A, B, C and
D and in proportion to
Earnings (%)

Compensation
paid to
directors from
an invested
company
other than the
Company’s
subsidiaries
or parent
company
The
Company

All
companies
mentioned
in the
financial
statements
The
Company

All
companies
mentioned
in the
financial
statements
The
Company

All
companies
mentioned
in the
financial
statements
The Company All companies
mentioned in the
financial statements
The
Company
All
companies
mentioned
in the
financial
statements
Cash
Dividends

Free-
Gratis
Dividends

Cash
Dividends

Free-
Gratis
Dividends
President HSU Wen-
Faung
0
10,449 0 213 0 8,673 5,589 0 6,054 0 5,589 25,389 0
Executive YAO,
Cheng-Min
Vice
President
HSIEH,
JUNG-
CHUNG
2.66% 12.10%

Classification of remuneration

The brackets of remunerations to all Presidents and
VicePresidents of the Company
Name of Presidents and Executive Vice Presidents Name of Presidents and Executive Vice Presidents
The Company Consolidation
Less than 1,000,000 YAO, Cheng-Min; HSIEH, Jung-Chung
1,000,000(inclusive)~2,000,000 (exclusive)
2,000,000(inclusive)~3,500,000 (exclusive) YAO, Cheng-Min; HSIEH, Jung-Chung
3,500,000(inclusive)~5,000,000 (exclusive) HSU Wen-Faung
5,000,000(inclusive)~10,000,000 (exclusive)
10,000,000(inclusive)~15,000,000 (exclusive)
15,000,000(inclusive)~30,000,000 (exclusive) HSU Wen-Faung
30,000,000(inclusive)~50,000,000 (exclusive)
50,000,000(inclusive)~100,000,000 (exclusive)
100,000,000 above
Total 3 persons 3 persons

27

  1. Name of the managers received remuneration and the distribution of remuneration:
December 31, 2025 Unit: NTD December 31, 2025 Unit: NTD December 31, 2025 Unit: NTD December 31, 2025 Unit: NTD
Title Name Stock Cash Total As a percentage
of net profit
after tax (%)
Manager President HSU Wen-Faung 0 7,609,121 7,609,121 3.63%
Executive Vice
President
YAO, Cheng-Min
Group Senior Assistant
Vice President
Lai, Chih-Sung
Vice President of
R&D
HSIEH, JUNG-CHUNG
Chief Technology
Officer
HUANG Chia-Lieh
Senior Manager of
Sales

TSAI, Wen-Chang
Audit Manager CHEN, CHI-CHENG
Assistant VP of
factory operation
department of
China region
Wang, Chen-Lu
Special Assistant
to the President
Hsu, Jia-Heng
  1. Individually explain and compare and disclose remunerations paid in the last 2 years by The Company and all companies included in the consolidated financial statements to The Company’s Directors, Supervisors, President and Vice Presidents as a percentage of after-tax net profit. Describe the remuneration policy, standards and packages, the procedures for determining remuneration, and their link to business performance.

  2. (1) Analyzing the ratio of the remuneration to the directors, supervisors, President, and Vice President of the Company and all the companies on the consolidated financial statements to net income:

Unit: NTD thousands

Title
Item
The Company The Company The Company The Company All companies included in the
consolidated statements
All companies included in the
consolidated statements
All companies included in the
consolidated statements
All companies included in the
consolidated statements
2024 2025 2024 2025
Total
amount
Total/after-
taxprofit
Total
amount
Total/after-
taxprofit
Total
amount
Total/after-
taxprofit
Total
amount
Total/after-
taxprofit
Remuneration to
Directors
8,784 7.35% 14,172
6.76%
21,460
17.96%

30,206

14.40%
Remuneration to
President and
Executive Vice
Presidents
1,850 1.55%
5,589

2.66%
18,204
15.23%

25,389

12.10%
Income after
taxation
119,540 100% 209,780
100%
119,540
100%
209,780
100%

Remark: The 2025 compensation paid to directors, presidents and vice-presidents went up, compared to those in 2025 was due to the increase in net earnings and a 2% increase in the employee profit distribution ratio compared with 2024. The decrease in the ratio of the remuneration to the directors, supervisors, president, and vice president as a percentage of after-tax net profit was mainly due to a 75.49% increase in consolidated net income.

28

  • (2) Association with the remuneration policy, standard and combination, procedure for determining the remuneration, and operation performance, and the risks in the future.

The Company has established a compensation committee formed by all independent directors. Remuneration policy for directors and managerial officers is made in accordance with the Rules Governing Remuneration of Directors and Managerial Officers passed by the Compensation Committee and the Board of Directors, which was determined based on the position, contribution to operation and performance evaluation by the Board of Directors. It is periodically re-evaluated and will be paid after adopted by the Compensation Committee and the Board of Directors.

Every year, the Board of Directors was assessed according to “Regulations Governing the Remuneration of Directors and Managers,” together with “Performance Evaluation Table for Board of Director Members” and “Measures for Employee Performance Evaluation.” According to the results of manager assessment, the Board has passed all the evaluation standards. Each remuneration payment policy, standards, portfolio, determination procedures of directors (independent directors) and managerial officers has considered business performance and risks. Also, according to Article 129 in the Company’s Articles of Association, if there is pre-tax profit, a profit sharing of 1.5%~10% shall be appropriated to employees as compensation and no more than 2% shall be appropriated to the Board of directors.

Here at the Company, the remunerations to directors are distributed and calculated in accordance with the Company's “Regulations Governing Management over Remunerations to Directors and Managerial Officers” for the weights. The weight evaluation is classified into: 1. The fundamental weights for the post of a director. 2. Participation in the Company's routine business operation and management. 3. The fact to back up the endorsement/guarantee in response to the Company's need in financing. 4. Participation rate to the Board of Directors meetings up to over 80% (inclusive) 5. Other key contributions as proposed by a member of the Remuneration Committee, discussed and resolved in the Board of Directors. 6. Result of the performance evaluation for the Board of Directors. 7. Payable on an annual basis. In case of a service period of less than one year, the number of weights shall be counted pro rata to the period of service.

Formula for calculation: The remuneration to directors to be distributed based on the individual director earnings = Total amount of remuneration to directors as resolved in the shareholders’ meeting x The aggregate total of weights of all directors toward the individual directors based on their participation.

Here at the Company, the remunerations to managerial officers are distributed and calculated in accordance with the Company's “Regulations Governing Management over Remunerations to Directors and Managerial Officers”. The distributed earnings are a sort of variable salary and shall be calculated in association with the “Regulations Governing Performance Evaluation for Employees.”

Table of contents for performance evaluation for employees (including managerial officers):

officers):
Targets for
performance
evaluation
Evaluation items
Supervisory level Performance in
management

Leadership, communications and
coordination, emotional resistance, problem-
solving capabilities

Personal
capabilities
Sound character and integrity, workplace
ethics, professional expertise, responsibility
dedication, pro-active performance, work
efficiency.
General Indirect
colleagues
Performance at
work

Responsible dedication, pro-active
performance, work efficiency

29

Working
capabilities
Professional expertise, solution to problems
Attitude
toward work
Moral integrity, workplace ethics, facts in
attendance to duties
Potential at
work
Attitude toward learning, capability in
learning

The decision procedures for profit sharing, other than overall business results, include individual performance achievement and business contributions based on “Measures for Employee Performance Evaluation” to ensure reasonable compensation. Remunerations to managers are reviewed by the Compensation Committee and sent to the Board for discussion to ensure the reasonableness of the overall compensation package.

To control compensation risks, the Company makes adjustments to the compensation policy based on industry transformation, international financial environment, future business development, operating risks profitability status, as well as real time law changes.

  1. For the individuals who are not directors of the securities issuer but perform the duties of the directors or actually control the company’s personnel, finance, or business operations; also, instruct the directors to executive business, their name, experience (education), shareholdings, current position held with the issuer and other companies, relationship with the issuer’s directors and supervisors, and substantive control over the issuer should be detailed, in addition, foreign issuers shall state the legal responsibilities of the aforementioned individuals according to the laws of the country of registration:

There are no individuals who are not the Company’s board directors but perform the duties of the directors or actually control the company’s personnel, finance, or business operations; also, directors instruct executive business, and therefore this is not applicable to them.

30

III. Status of Corporate Governance

(I) The function of the Board:

8 Board of Directors meetings (A) were held in the 2025; Directors' attendance are listed below:

Title Name Attendance rate
% (B)
Attend
through
proxy
Attendan
ce rate %
(B/A)
Remarks
Chairman SINOTEAM
HOLDINGS INC.
Representative:
HSU Wen-Faung
8 0 100% Re-elected for
another term on
May 30, 2025
Director INTERNATIONA
L LIMITED
Legal
representative:
Chang Yuan-Fen
8 0 100% Re-elected for
another term on
May 30, 2025
Director LAI, Jen-Chung 8 0 100% Re-elected for
another term on
May 30, 2025
Independent
director
Kuan Chih-Liang 8 0 100% Re-elected for
another term on
May 30, 2025
Independent
director
CHEN, Tien-Szu 4 0 100% Term expires on
May 30, 2025
Independent
director
CHIU, Shih-Fang 4 0 100% Term expires on
May 30, 2025
Independent
director
HSIEH, Yu-Tien 4 0 100% Term expires on
May 30, 2025
Independent
director
Cheng Yi-Teng 4 0 100% New appointment
on May 30, 2025
Independent
director
Chang Cheng-
Hsing
4 0 100% New appointment
on May 30, 2025
Independent
director
CHOU, YI-HSIN 4 0 100% New appointment
on May 30,2025

Other notes:

  1. If any of the following is applicable to the operation of the board of directors, specify the date, the series of the session, the content of the motions, the opinions of the Independent Directors, and the response of the Company to the opinions of the Independent Directors:

  2. (1) Issues under Article 14-3 of Securities and Exchange Act: Not applicable (The Company adopts a system of Audit Committee)

(2) Except for the aforementioned matters, the resolutions reached by the Board of Directors with the objections or reservations of the independent directors documented or declared in writing: Not applicable.

  1. The avoidance of the conflict of interest by the Directors on related motions, specify the names of the Directors, the content of the motions, the principle of the avoidance of the conflict of interest, and the participation in casting the ballots:

31

Date of
board
meeting
Session/Term Contents of the motion: Causes leading to avoidance from conflict of
interests and facts in participation to the voting process.
2025/1/13 The 17th
meeting of the
4th term
1. Motion go distribute year-end bonus for 2024.
Nature of conflicting interests:
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang Yuan-
Fen, the representative of LUXURY SHINE INTERNATIONAL,
LIMITED, recused from the discussion to avoid conflict of interest due
to their employee status. The chair, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC. appointed
Independent Director CHIU, Shih-Fang to act as the chairman of the
Board. The proposal was passed without objections through the voting
rights exercised by the other five attending directors. All five directors
voted in favor of the proposal by a show of hands.
The management team present at the meeting was an interested party
with respect to this proposal and recused themselves from the voting.
2. Proposal for 2025 criteria of the performance evaluation and
compensation standards for Board of Directors and the general
managers.
Nature of conflicting interests:
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang Yuan-
Fen, the representative of LUXURY SHINE INTERNATIONAL,
LIMITED, recused from the discussion to avoid conflict of interest due
to their employee status. The chair, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC. appointed
Independent Director CHIU, Shih-Fang to act as the chairman of the
Board. The proposal was passed without objections through the voting
rights exercised by the other five attending directors. All five directors
voted in favor of the proposal by a show of hands.
3. Motion for annual salary raise for 2025.
Nature of conflicting interests:
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang Yuan-
Fen, the representative of LUXURY SHINE INTERNATIONAL,
LIMITED, recused from the discussion to avoid conflict of interest due
to their employee status. The chair, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC. appointed
Independent Director CHIU, Shih-Fang to act as the chairman of the
Board. The proposal was passed without objections through the voting
rights exercised by the other five attending directors. All five directors
voted in favor of the proposal by a show of hands.
The management team present at the meeting was an interested party
with respect to this proposalandrecused themselvesfromthe voting.
2025/3/10 The 18th
meeting of the
4th term
1. Motion for distribution of remuneration to employees and
remuneration to directors and supervisors for 2024.
Nature of conflicting interests:
Seven committee members were present. Director Hsu Wen-Fang, the
representative of SINOTEAM HOLDINGS, INC., and Chang Yuan-
Fen, the representative of LUXURY SHINE INTERNATIONAL,
LIMITED, recused from the discussion to avoid conflict of interest due
to their employee status. Director Lai Jen-Chung also recused from the

32

Date of
board
meeting
Session/Term Contents of the motion: Causes leading to avoidance from conflict of
interests and facts in participation to the voting process.
discussion to avoid conflict of interest.
The chairperson SINOTEAM HOLDINGS INC.’s representative Hsu
Wen-Fang delegated the power of chairman to the independent director
Chiu Shih-Fang. The motion was resolved without any objections at all
from four directors who backed up the motion by raising their hands.
The management team present at the meeting was an interested party
with respect to this proposal and recused themselves from the voting.
2025/06/20 The 1st
meeting of the
5th term
1. Remuneration proposal for the 5th directors.
Nature of conflicting interests:
Because the chair, the representative of Sinoteam Holdings Inc.,
Director, Hsu Wen-Fang, has conflict of interests in this case due to his
remuneration, he recused himself, and Independent Director, Kuan
Chih-Liang acted as the chair.
Directors from SINOTEAM HOLDINGS, INC., LUXURY SHINE
INTERNATIONAL, LIMITED and LAI, Jen-Chung recused to avoid
conflict of interest. The proposal was passed without objections
through the voting rights exercised by the four other attending
directors. All four directors voted in favor of the proposal. The
management team present at the meeting was an interested party with
respect to this proposal and recused themselves from the voting.
2. Remuneration for the 5th independent directors
Nature of conflicting interests:
Seven committee members were present. The independent directors
Kuan Chih-Liang, Cheng Yi-Teng, Chang Cheng-Hsing, Chou Yi-Hsin
were subject to avoidance of interests due to the remuneration issue
and vital interest. The proposal was passed without objections through
the voting rights exercised by the three attending directors. All three
directors voted in favor of the proposal.
2025/08/15 The 2nd
meeting of the
5th term
1. Details for the 2025 cash capital increase through new share
issuance, guidelines for employee subscription and manager
subscription detail.
Nature of conflicting interests:
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang Yuan-
Fen, the representative of LUXURY SHINE INTERNATIONAL,
LIMITED, recused from the discussion to avoid conflict of interest due
to their employee status. The chair, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC. appointed
Independent Director Kuan Chih-Liang to act as the chairman of the
Board. The proposal was passed without objections through the voting
rights exercised by the other five attending directors. All five directors
voted in favor of the proposal by a show of hands. The management
team present at the meeting was an interested party with respect to this
proposal and recused themselves from the voting.

33

  1. Information on the board’s self (or peer) evaluation cycle and period, evaluation scope, method and evaluation content:

  2. (1) Self-evaluation frequency and period (or peer-evaluation) of the Board of Directors: Evaluation frequency is once a year and shall be completed before the first quarter of the following ends. Evaluation period: January 1, 2025~ December 31, 2025.

  3. (2) Evaluation scope: Including performance review of the entire Board of Directors, each member of the Board of Directors, performance evaluation of functional committees.

  4. (3) Performance assessment: According to Article 3 under “Rules for Performance Evaluation of Board of Directors,” each year, the Board shall conduct an internal performance assessment of the Board, according to the procedures and indicators stipulated in Article 6 and 8 and an external assessment every three years.

  5. (4) The 2025 Board Self- (or Peer) Assessment and the performance evaluation of the functional committees (Audit Committee and Compensation Committee) have been reported to the Board Meeting on February 2, 2026.

  6. Implementation status of 2025 Board Self (or Peer) Assessment:

Evaluation
cycle
Evaluation
period
Evaluation
scope
Evaluation
method
Evaluation content Self-evaluation comments
Once a
year
January 1,
2026 to
December 31,
2026
Performance
evaluation of
the Board of
Directors
Internal self-
evaluation of
the Board of
Directors
A. The extent of
participation in the
Company's
operations.
B. Improvement in
the quality of the
board's decision-
making.
C. Composition and
structure of the
board.
D. Election and
continuing
education of
directors.
E. Internal control
F. Other
⚫ Chairman Hsu Wen-Fang:
He communicated
proactively and engaged in
thorough discussion, and
performed his duties
professionally.
⚫ Director Lai Jen-Chung:
The Board of Directors and
various committees
operated in an orderly
manner with outstanding
performance.
⚫ Director Chang Yuan-Fen:
Communication was
smooth and operations went
smoothly.
⚫ Independent Director
Cheng Yi-Teng: The Board
of Directors is operating
well.
⚫ Independent Director
Chang Cheng-Hsing: None.
⚫ Independent Director Chou
Yi-Hsin: None.
⚫ Independent Director Kuan
Chih-Liang: The Board of
Directors’ information is
well-prepared and highly
transparent, and
communication among
directors was good.
Once a
year
January 1,
2026 to
December 31,
2026
Evaluation of
Board
members
Self-
evaluation of
directors
A. Alignment of the
Company's
objectives and
tasks.
B. Mastery of the
Company's
⚫ Chairman Hsu Wen-Fang:
Directors maintained good
communication, continued
to enhance their
professional knowledge,

34

Evaluation
cycle
Evaluation
period
Evaluation
scope
Evaluation
method
Evaluation content Self-evaluation comments
objectives and
tasks.
C. The extent of
participation in the
Company's
operations.
D. Internal
relationship
management and
communication.
E. Professionalism
and continuing
education of
directors.
F. Internal control
G. Other
and respected boundaries.
⚫ Director Lai Jen-Chung:
The Board of Directors
operates smoothly with
sufficient and effective
information.
⚫ Director Chang Yuan-Fen:
Directors oversee without
interfering and show
concern without
overstepping bounds.
⚫ Independent Director
Cheng Yi-Teng: The Board
of Directors had sufficient
time to prepare in advance,
and all proposals were fully
discussed during the
meeting. Operations were
running smoothly.
⚫ Independent Director
Chang Cheng-Hsing: The
Company’s Board of
Directors is operating well.
There are currently no
items needing
improvement.
⚫ Independent Director Chou
Yi-Hsin: None.
⚫ Independent Director Kuan
Chih-Liang: The Board of
Directors’ information is
well-prepared and highly
transparent, and
communication among
directors was good.
Once a
year
January 1,
2026 to
December 31,
2026
Performance
evaluation of
Audit
Committee
member
Self-
evaluation of
Audit
Committee
member
A. The extent of
participation in the
Company's
operations.
B. Awareness of the
duties of the
functional
committee.
C. Improvement in
the quality of the
functional
committee's
decision-making.
D. Composition and
member
appointment of
functional
committees.
E. Internal control
F. Other
⚫ Independent Director Kuan
Chih-Liang: The Board of
Directors’ information is
well-prepared and highly
transparent, and
communication among
directors was good. The
functional committee is
fully operational.
⚫ Independent Director
Chang Cheng-Hsing: None.
⚫ Independent Director
Cheng Yi-Teng: The Audit
Committee is operating
well.
⚫ Independent Director Chou
Yi-Hsin: None.
Once a
year
January 1,
2026 to
December 31,
Performance
evaluation of
Remuneration
Self-
evaluation of
the
A. The extent of
participation in the
⚫ Independent Director Kuan
Chih-Liang: The Board of
Directors’information is

35

Evaluation
cycle
Evaluation
period
Evaluation
scope
Evaluation
method
Evaluation content Self-evaluation comments
2026 Committee
member
Remuneration
Committee
member
Company's
operations.
B. Awareness of the
duties of the
functional
committee.
C. Improvement in
the quality of the
functional
committee's
decision-making.
D. Composition and
member
appointment of
functional
committees.
E. Internal control
F. Other
well-prepared and highly
transparent, and
communication among
directors was good. The
functional committees is
operating well.
⚫ Independent Director
Chang Cheng-Hsing: None
⚫ Independent Director
Cheng Yi-Teng: The
Remuneration Committee is
operating well.
⚫ Independent Director Chou
Yi-Hsin: None
Once a
year
January 1,
2026 to
December 31,
2026
Performance
evaluation of
Nomination
Committee
member
Self-
evaluation of
Nomination
Committee
member
A. Operation of the
committee
B. Duties performed
C. Self-inspection and
improvement
suggestions

Chairman Hsu Wen-Fang:
Directors maintained
good communication,
continued to enhance
their professional
knowledge, and respected
boundaries.

Director Lai Jen-Chung:
The Board of Directors
operates smoothly with
sufficient and effective
information.
⚫ Director Chang Yuan-Fen:
Directors oversee without
interfering and show
concern without
overstepping bounds.
⚫ Independent Director
Cheng Yi-Teng: The Board
of Directors had sufficient
time to prepare in advance,
and all proposals were fully
discussed during the
meeting. Operations were
running smoothly.
⚫ Independent Director
Chang Cheng-Hsing: The
Company’s Board of
Directors is operating well.
There are currently no
items needing
improvement.
⚫ Independent Director Chou
Yi-Hsin: None.
⚫ Independent Director Kuan
Chih-Liang: The Board of
Directors’ information is
well-prepared and highly
transparent, and
communication among
directors was good.

36

Evaluation
cycle
Evaluation
period
Evaluation
scope
Evaluation
method
Evaluation content Self-evaluation comments
Once a
year
January 1,
2026 to
December 31,
2026
Performance
evaluation of
Sustainable
Development
Committee
member
Self-
evaluation of
Sustainable
Development
Committee
A Operation of the
committee
B. Duties performed
C. Self-inspection and
improvement
suggestions
⚫ Kuan Chih-Liang: The
Board of Directors’
information is well-
prepared and highly
transparent, and
communication among
directors was good. The
functional committees is
operating well.
⚫ Chang Cheng-Hsing: None
⚫ Cheng Yi-Teng: The
Sustainable Development
Committee is operating
well. However, given the
broad scope of sustainable
development issues, it is
recommended that the
Company engage
professional organizations
to provide training for
committee members and
senior managers.
Committee members and
senior executives are also
encouraged to participate in
relevant courses offered by
external professional
organizations to enhance
their expertise.
⚫ CHOU, YI-HSIN: None

(4) Implementation status of external assessment:

Evaluation
cycle
Evaluation period Evaluation
scope
Evaluation
method
Evaluation content
November 16,
2021
Implemented
once in every
three-year.
September 1, 2020 to
August 31, 2021
Performance
evaluation of
the Board of
Directors
Corporate
Governance
Association in
Taiwan
A. Composition of the board of
directors
B. Guidance of the board of
directors
C. Authorization of the board of
directors.
D. Supervision of the board of
directors
E. Communication of the board
of directors
F. Internal control and risk
management
G. Self-discipline of the board
of directors.
H. Evaluation toward other
eight key aspects, e.g., Board
of Directors meeting,
supporting system and the
like.
November 29,
2024
Implemented
January 1, 2023 to
September 21, 2024
Performance
evaluation of
the Board of
Directors
Finance
Research and
Development
Foundation
1. Protect shareholders’ rights
2. Strengthen the structure and
operation of the Board of
Directors

37

once in every three-year.

  1. The extent of participation in the Company's operations. 4. Improvement in the quality of the board's decisionmaking. 5. Enhance information transparency 6. Internal control 7. Promote sustainable development 8. Other eight major aspects are assessed

The results of the performance evaluation of the “Financial Research and Development Foundation” in 2024 are described as follows:

The “performance evaluation of the Board of Directors” was entrusted to the “Taipei Foundation of Finance” by SUN MAX TECH LIMITED. The supervisor of the evaluated company and the Foundation actively discuss the evaluation preparation work, from written data and supplementary information to online data required in the first stage of evaluation to ensure that the evaluation committee members of the Foundation can perform a complete review based on the evaluation indicator. After the evaluation committee members have reviewed the selfassessment report and the corresponding information of the evaluated company, they believe that the written data of overall performance review items of seven aspects provided by the evaluated company have met the No. 11 evaluation indicator. The overall operations of the Board of Directors have complied with the relevant regulations of the competent authorities. On the day of the onsite visit and evaluation, the Board of Directors and senior executives of the evaluated company also demonstrated their requirements for the current meeting of the Board of Directors. The overall operations of the Board of Directors have also complied with the relevant regulations of the competent authorities. On the day of the onsite visit and evaluation, the Board of Directors and senior executives of the evaluated company also demonstrated their emphasis on the performance evaluation of the current meeting of the Board of Directors. In conclusion, the evaluation of the overall performance of the Board of Directors of the evaluated company is completed by the evaluation committee members of the Foundation. Next, considering that the industry environment of the evaluated company is changing drastically, the evaluated company implements transformation and upgrade to enter the fields of AI servers and automotive electronics, which will be the biggest challenge faced by the company in the future. The following three suggestions are proposed for reference:

Suggestion 1: The evaluated company must respond to the future development. As the establishment and cultivation of the successor team takes at least five to ten years, the Board of Directors is recommended to actively formulate a successor project for directors and key senior management, to pass on the experience, and maintain the stability and sustainable development competitiveness of the company.

The Company has identified the following improvements based on the suggestions raised: The Company has stipulated the “Operation Directions of the Succession Plan” and established the Nomination Committee on January 13, 2025. The Nomination Committee reviews the nominations of candidates for directors and key senior management. In the future, the Company will continue to conduct succession plan training and arrangements for directors and key senior management in accordance with relevant regulations.

Suggestion 2: As the evaluated company actively expands into new domains for product development, it is recommended that the company formulate an intellectual property management plan linked to its operational objectives. Additionally, the introduction of a certification mechanism for the Taiwan Intellectual Property Rights Management Standards (TIPS) or ISO 56005 can be considered.

38

The suggestions from the Foundation to the Company for improvement: The Company has established the “Regulations Governing the Management of Intellectual Property Rights” with reference to the suggestions from the Taipei Foundation of Finance. The establishment was approved by the Board of Directors on January 13, 2025. The Company reported the implementation status in 2024 to the Board of Directors. For related information, please refer to the Company’s official website, Corporate Governance -> Intellectual Property Rights Management.

Suggestion 3: In the face of future sustainable development and challenges for the evaluated company, it is recommended that the existing sustainable development promotion team under the General Manager’s Office be promoted to the functional committee of the Board of Directors. The evaluated company shall make plans in advance in order to grasp the development opportunities and risks of the Company.

The suggestions from the foundation regarding the direction of improvement: The Company plans to establish the “Sustainable Development Committee” at the Board of Directors level in 2025.

39

  1. Evaluate goals and status of strengthening the board’s job functions in the past few years:

  2. (1) The Company shall convene a Board of Directors meeting on a quarterly basis as the minimum to check and verify the Company's business performance with discussions into key managerial strategies. In 2025, the Board of Directors convened a total of 8 Board meetings which were attended by 100% of all directors. The decisions resolved in a Board of Directors’ meeting were posted onto the Market Observation Post System (MOPS) as well as the Company's website in the special zone for investors forthwith, readily accessible to all investors and stakeholders to be informed of the key updates of the Company in real time.

  3. (2) The Company has established the Audit Committee, Remuneration Committee, Nomination Committee and Sustainable Development Committee.

  4. (3) When the Company’s board meeting is convened, the Company’s public accountant and the heads of various departments of the Company are invited to report to the directors and independent directors on the audit of the financial statements, information on the company’s recent finances, business, and research and development, and internal audit results. Ensure that the directors are informed of the most complete and detailed information.

  5. (4) The Company has designated staff to be responsible for information disclosure on the company’s website and the Market Observation Post System, and enact the “Procedures for Handling Material Inside Information” to promote information transparency.

  6. (5) In order to strengthen corporate governance, the Company’s Board of Directors has passed the “Corporate Governance Best Practice Principles,” “Ethical Corporate Management Best Practice Principles,” “Procedures for Ethical and Guidelines for Conduct,” “Sustainable Development Best Practice Principles,” “Code of Ethical Conduct,” and “Material Contingencies Reporting Procedure,” “Rules Governing Risk Control,” “Director Diversity Policy,” and “Standard Operating Procedures for Handling Directors’ Requests;” also, will continue to amend other relevant specifications in order to implement the highest corporate governance principles.

  7. (6) To reinforce corporate governance and enhance board functions for improved efficiency, the Company has established the “Rules for Performance Evaluation of Board of Directors” to govern the procedures for the annual internal performance assessment of the Board, each board member and the individual members of the functional committee. The 2025 results of the assessments have been presented at the Board Meeting on February 2, 2026.

    • Based on Article 3 under “Rules for Performance Evaluation of Board of Directors”, an external assessment will be conducted every three years. In its most recent meeting, the Company commissioned the “Taiwan Corporate Governance Association” for an external assessment on the Board’s performance in 2024. The results were reported at the Board meeting held on January 13, 2025.

40

(II) The operation of the Auditing Committee:

The Audit Committee is composed of four members. The term of office of the 3rd Audit Committee: May 31, 2022 to May 29, 2025. The 4th Audit Committee was re-elected in 2025. The term of office for the 4th term of the Remuneration Committee is from May 29, 2025 to May 28, 2028.

The Auditing Committee convened for 8 times (A) in 2025. The attendance of the independent directors is shown below:

Title Name Actual
number of
attendance
(B)
Attend
through
proxy
Attendance
rate (%)
(B/A)
Remarks
Independent
director
(convener of the
3rd term)
HSIEH,
Yu-Tien
4 0 100% Term expires
on May 29,
2025
Independent
director
CHEN,
Tien-Szu
4 0 100% Term expires
on May 29,
2025
Independent
director
CHIU,
Shih-
Fang
4 0 100% Term expires
on May 29,
2025
Independent
director
Kuan
Chih-
Liang
8 0 100% Re-elected for
another term
on May 29,
2025
Independent
director
(convener of the
4th term)
Cheng
Yi-Teng
4 0 100% New
appointment
on May 29,
2025
Independent
director
Chang
Cheng-
Hsing
4 0 100% New
appointment
on May 29,
2025
Independent
director
CHOU,
YI-HSIN
4 0 100% New
appointment
on May 29,
2025

Other notes:

  1. Audit Committee Operation:

  2. (1) On issues stated in Article 14-5 of the Securities and Exchange Act and issues not passed by the Auditing Committee by passed by a two-third majority of all directors, the date of Board session, the term of the Board, the content of the motions, the resolutions of the Auditing Committee, and the opinions of the Auditing Committee: None.

  3. The Audit Committee convened by the Company in 2025 does not have such situations.

  4. (2) Except for the matters stated in the preceding paragraph, the matters that are not approved by the Audit Committee, but resolved with the consent of two thirds of the board directors should be handled as follows: In addition to the descriptions stated in 2025, the attending independent directors at the Audit Committee meeting convened by the Company did not have any objections or reservations raised against other proposals.

  5. For independent directors who have themselves recused for any proposals with a risk of conflict of interest, the name of said independent director(s), the content of the proposal, the reasons for recusal, and the participation in the voting should be detailed: There is not any risk

41

of conflict of interest for the independent directors to have themselves recused in the most recent year and as of the annual report printing date.

  1. The communication between the Independent Directors and the Chief Internal Auditor and the certified public accountants (including the communications related to the financial position and state of operation of the Company, in materiality, the means of communications, and the result).

The internal audit officer of the company will regularly report the audit results and the followup to the members of the Audit Committee. For any special circumstances, the internal audit officer will immediately notify the members of the Audit Committee. The communication between the Audit Committee and the internal audit officer of the Company is good. The Company’s Audit Committee will commission the Company’s public accountants to attend the Audit Committee meeting depending on the actual needs, and will report the audit results.

42

◼ Communication between independent directors and accountant

Communication between independent dir ectors and accountant
Date of
communication

Main points of communication
Implementation by the company
2026/02/02 The external auditors communicated
privately with the Audit Committee on
the 2025 audit plan
Independent directors do not dispute. The
communication content is saved for
reference.
2025/11/10 2025 Q3 consolidated financial
statements
Independent directors do not dispute. It is
submitted to the Board of Directors for
resolution.
2025/08/15 Issues of communications by and
between the certified public accountants
and the Audit Committee after the
financial statement of 2025 Q2 were
duly audited
2025 Q2 consolidated financial
statements

Independent directors do not dispute. It is
submitted to the Board of Directors for
resolution.
2025/05/09 2025 Q1 consolidated financial
statements
Independent directors do not dispute. It is
submitted to the Board of Directors for
resolution.
2025/03/10 Issues of communications by and
between the certified public accountants
and the Audit Committee after the
financial statement of Fiscal 2024 were
duly audited
And 2024 consolidated financial
statements

Independent directors do not dispute. It is
submitted to the Board of Directors for
resolution.
2025/01/13 The external auditors communicated
privately with the Audit Committee on
the 2024 audit plan
Independent directors do not dispute. The
communication content is saved for
reference.

◼ Communication between independent directors and internal audit executive:

Date of communication
Main points of communication
Implementation by the company
2026/02/02 Presented the 2025 Q4 audit report and
nonconformities follow-up report to the
independent directors for review.
Independent directors do not
dispute. The communication
content is saved for reference.
2025/11/10 Presented the 2025 Q3 audit report and
nonconformities follow-up report to the
independent directors for review.
Independent directors do not
dispute. The communication
content is saved for reference.
2025/08/15 Presented the 2025 Q2 audit report and
nonconformities follow-up report to the
independent directors for review.
Independent directors do not
dispute. The communication
content is saved for reference.
2025/05/09 Presented the 2025 Q1 audit report and
nonconformities follow-up report to the
independent directors for review.
Independent directors do not
dispute. The communication
content is saved for reference.
2025/03/10 Presented the 2024 Q4 audit report and
nonconformities follow-up report to the
independent directorsfor review.
Independent directors do not
dispute. The communication
contentis savedfor reference.

43

◼ Major resolutions reached in the 2025 Audit Committee meeting and their handling:

Meeting date Meeting Major resolutions reached in the 2025 Audit Committee
meeting
Major resolutions reached in the 2025 Audit Committee
meeting
2025/1/13 16th meeting of the
3rd term of the Audit
Committee
Proposal 1 Communications with the Audit Committee are
audited by Deloitte & Touche Taiwan (hereinafter,
“Deloitte”) in 2024.
Resolutions
The CPAs communicated with the four
independent directors separately. The four
members attended the meeting, and the motion
was passed by all members attending the meeting
without objections.
Proposal 2 Replacement of CPAs in 2025 and assessment of
their independence and competence
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 3 Review 2025 audit fee proposed by Deloitte
Taiwan.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 4 Non-assurance Engagements Provided by Deloitte
Taiwan in 2025.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 5 The Company intends to endorse and guarantee a
short-term loan of US$5 million from Taishin
International Bank for its subsidiary, SUNNY
SHARP INTERNATIONAL LIMITED TAIWAN
BRANCH.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 6 The issue that the subsidiary Power Logic Tech.
Inc. intends to apply to Taishin International Bank
for a secured loan as short-term working capital
within the limit of NT$121 million.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 7 Amendment to the Company’s “Regulations
Governing the Management of Intellectual
Property Rights”

44

Meeting date Meeting Major resolutions reached in the 2025 Audit Committee
meeting
Major resolutions reached in the 2025 Audit Committee
meeting
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 8 Amendments to the “Articles of Incorporation”.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
2025/3/10 17th meeting of the
3rd term of the Audit
Committee
Proposal 1 Issues of communications by and between the
certified public accountants and the Audit
Committee after the financial statement of Fiscal
2024 were duly audited
Resolutions
The CPAs communicated with the four
independent directors separately. The four
members attended the meeting, and the motion
was passed by all members attending the meeting
without objections.
Proposal 2 The 2024 Business Report and consolidated
financial statements of 2024.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 3 The Company’s 2024 earnings distribution.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 4 The declaration of the Company’s 2024 internal
control system
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
2025/4/2 18th meeting of the
3rd term of the Audit
Committee
Proposal 1 Proposal of investment in a new 100% invested
subsidiary in Thailand through POWER LOGIC
HOLDINGS INC., a wholly owned subsidiary.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 2 A proposal to authorize the Chairman to seek to
acquire land and real estate factory buildings in
Thailand.

45

Meeting date Meeting Major resolutions reached in the 2025 Audit Committee
meeting
Major resolutions reached in the 2025 Audit Committee
meeting
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 3 Proposal of director candidates for the subsidiary
“POWER LOGIC TECH (THAILAND) CO.,
LTD (TBC)”in Thailand.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
2025/5/9 19th meeting of the
3rd term of the Audit
Committee
Proposal 1 2025 Q1 consolidated financial statements
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 2 Acquisition of land and real estate factory
buildings in Thailand.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 3 Appointment of the highest decision-making
executive in POWER LOGIC TECH
(THAILAND) CO., LTD., a subsidiary in
Thailand.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 4 The Company intends to handle the offering and
issuance of the fourth unsecured convertible
corporate bonds and the issuance of new shares
from cash capitalization in Taiwan.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 5 Appointment of the Company’s acting spokesman.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 6 Promotion proposals for the Company
Resolutions The proposal was passed without objections
through a show of hands from the four attending

46

Meeting date Meeting Major resolutions reached in the 2025 Audit Committee
meeting
Major resolutions reached in the 2025 Audit Committee
meeting
directors. All four directors voted in favor of the
proposal.
2025/6/20 1st meeting of the 4th
term of the Audit
Committee
Proposal 1 Election of convener for the 4th Audit Committee.
Resolutions
Independent Director Chou Yi-Hsin proposed that
Independent Director Cheng Yi-Teng serve as the
convener of the 4th term of the Audit Committee.
The other members seconded the motion, and
Independent Director Cheng Yi-Teng agreed to be
the convener of the 4th term of the Audit
Committee.
Proposal 2 The Company amends the capital expenditure plan
items and benefit evaluation for the offering and
issuance of the fourth unsecured convertible
corporate bonds and the issuance of new shares
from cash capitalization in Taiwan.

Resolutions

The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 3 Amendment to the “Operational procedures for
loaning funds to others”.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 4 It is proposed to add to the internal control system
of subsidiary Power Logic Tech. Inc. – production
cycle and research and development cycle.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
2025/8/15 2nd meeting of the
4th term of the Audit
Committee
Proposal 1 Issues of communications by and between the
certified public accountants and the Audit
Committee after the financial statement of 2025
Q2 were duly audited
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 2 2025 Q2 consolidated financial statements
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.

47

Meeting date Meeting Major resolutions reached in the 2025 Audit Committee
meeting
Major resolutions reached in the 2025 Audit Committee
meeting
Proposal 3 The Company intends to endorse and guarantee a
mid-term loan ofUS$3.8 millionfrom China Trust
Bank for POWER LOGIC HOLDINGS INC.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 4 It was proposed that the parent company “SUN
MAX TECH LIMITED” would lend US$1 million
to the subsidiary “Power Logic Tech. Inc.” and
lend US$2 million to “SUNNY SHARP
INTERNATIONAL LIMITED TAIWAN
BRANCH”as short-term working capital.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 5 Adjustment of CPAs in 2025 Q3 and assessment
of their independence and competence of newly
appointed accountants
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
2025/11/10 3rd meeting of the 4th
term of the Audit
Committee
Proposal 1 2025 Q3 consolidated financial statements
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 2 The Company’s 2026 operating plan and budget

Resolutions

The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 3 It is proposed that for the 100% owned sub-
subsidiary “Taiyi (Jiangxi) Electronics
Technology Co., Ltd.” to obtain anRMB 34
millioncredit line from China Trust Bank and for
the subsidiary “SUNNY SHARP
INTERNATIONAL LIMITED TAIWAN
BRANCH,” a credit line ofNT$40 millionwill be
endorsed/guaranteed.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.

48

Meeting date Meeting Major resolutions reached in the 2025 Audit Committee
meeting
Major resolutions reached in the 2025 Audit Committee
meeting
Proposal 4 With the intention of investing in the working
capital of the 100% invested subsidiary, POWER
LOGIC HOLDINGS INC, the company is
expected to invest US$8,000,000.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 5 According to Article 13 of the “Regulations
Governing Establishment of Internal Control
System by Public Companies,” the Company’s
Audit Office has formulated the 2026 audit plan
according to the results of risk assessment.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 6 The proposal is to amend the internal control
system of the Company and add the “management
of sustainability information” for the internal
control operations for other management
procedures cycle of the subsidiaries including
Power Logic Tech. Inc., SUN MAX TECH
LIMITED Taiwan Branch (British Virgin Islands),
Power Logic Tech. (DongGuan) Inc., and Taiyi
(Jiangxi) Electronics Technology Co., Ltd., and
amend the “internal audit implementation rules” of
the Company to comply with current practices.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 7 Amendment to the “Procedure for the Acquisition
and Disposition of Assets”.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Meeting date Meeting Major resolutions reached in the 2026 Audit Committee
meeting
2026/2/2 4th meeting of the 4th
term of the Audit
Committee

Proposal 1
Communications with the Audit Committee are
audited by Deloitte & Touche Taiwan in 2025.

Resolutions

The CPAs communicated with the four
independent directors separately. The four
members attended the meeting, and the motion
was passed by all members attending the meeting
without objections.

49

Meeting date Meeting Major resolutions reached in the 2026 Audit Committee
meeting
Major resolutions reached in the 2026 Audit Committee
meeting
Proposal 2 CPAs in 2026 and assessment of their
independence and competence
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 3 Review 2026 audit fee proposed by Deloitte
Taiwan.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 4 Non-assurance Engagements Provided by Deloitte
Taiwan in 2026.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 5 The Company intends to endorse and guarantee a
short-term loan of US$5 million from Taishin
International Bank for its subsidiary, SUNNY
SHARP INTERNATIONAL LIMITED TAIWAN
BRANCH.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 6 The issue that the subsidiary Power Logic Tech.
Inc. intends to apply to Taishin International Bank
for a loan as short-term working capital within the
limit of NT$144 million.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 7 Amendment to the “Rules of Procedure for
Shareholder Meetings.”
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
2026/3/9 5th meeting of the 4th
term of the Audit
Committee
Proposal 1 Issues of communications by and between the
certified public accountants and the Audit
Committee after the financial statement of Fiscal
2025 were duly audited
Resolutions The proposal was passed without objections
through a show of hands from the four attending

50

Meeting date Meeting Major resolutions reached in the 2026 Audit Committee
meeting
Major resolutions reached in the 2026 Audit Committee
meeting
directors. All four directors voted in favor of the
proposal.
Proposal 2 The 2025 Business Report and consolidated
financial statements of 2025.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 3 The Company’s 2025 earnings distribution.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 4 The declaration of the Company’s 2025 internal
control system
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.
Proposal 5 The subsidiary POWER LOGIC HOLDINGS
INC. intends to make an additional investment,
US$1 million, in a subsidiary POWER LOGIC
TECH(THAILAND)CO.,LTD.,in Thailand.
Resolutions
The proposal was passed without objections
through a show of hands from the four attending
directors. All four directors voted in favor of the
proposal.

51

(III) How The Company’s actual governance differs from The Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies and why:

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
I.
Will the Company
based on the
“Corporate Governance
Best-Practice Principles
for TWSE/GTSM
Listed Companies” set
up and disclose the
Company’s corporate
governance best-
practice principles?


V
The Company has set up the “Code of
Practice for Corporate Governance” and
persists in safeguarding shareholders’
rights, strengthening the board’s functions,
bringing the board’s functions into full
play, respecting stakeholder rights,
enhancing information transparency, and
other important corporate governance
principles. It also establishes relevant
corporate governance regulations, such as
the “Board Meeting Rules,”
“Remuneration Committee Charter,”
“Internal Major Information Processing
and Inside Trading Prevention
Management,” “Internal Audit System,”
“Code of Business Integrity and Conduct
Guidelines,” etc. Further, according to
relevant laws and regulations, it discloses
major company information, as well as
financial and non-financial information.
The board shall also comply with
responsibilities given by shareholders to
guide corporate management and
effectively supervise management
functions and disclosed on the “Corporate
Governance Area- Rules and Regulations”
on the company website for relevant
stakeholders to refer to and download.
(https://www.sun-
max.com.tw/governance_tw.php?id=18)
No significant
difference.
II. Shareholding structure and shareholders’equity
(I) Will the Company have
the internal procedures
regulated to handle
shareholders’
proposals, doubts,
disputes, and litigation
matters; also, have the
procedures
implemented
accordingly?

V
The Company has commissioned a stock
agency to handle stock affairs and set up
dedicated stock units, as well as
spokespersons and representative
spokesperson mechanisms in order to
handle shareholder suggestions, inquiries,
disputes, and legal affairs.
No significant
difference.

52

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
(II) Will the Company
possess the list of the
Company’s major
shareholders and the
list of the ultimate
controllers of the major
shareholders?
V The Company learns about the Company’s
main shareholders and changes in the final
controllers of main shareholders through
the internal declaration system.
No significant
difference.
(III) Will the Company
establish and
implement the risk
control and firewall
mechanisms with the
related parties?
V Assets and financial management in each
associated company are independent of
each other. The Company has established
“Rules Governing Business and Financial
Matters among the Group Companies,
Specific Entities and Insiders” and the
“Regulations Governing the Relevant
Financial and Business Operations
between Related Parties” with thorough
reinforcement, especially in risk and
firewall management.
No significant
difference.
(IV) Will the Company set
up internal norms to
prohibit insiders from
utilizing the
undisclosed
information to trade
securities?
V The Company has duly enacted
“Management over Major Internal
Information and Management to Prevent
Insider Trading” to ban insiders of the
Company from trading negotiable
securities taking advantage of information
not yet disclosed to the market. Routinely,
the Company strengthens advocacy and
publicity toward law compliance to enable
the entire staff to become aware of the
relevant provisions for faithful compliance.
Article 9 of the “Corporate Governance
Best-Practice Principles” stipulates that
staff (including but not limited to directors)
shall not trade stocks 30 days, the closure
period, before the announcement of the
annual report or 15 days before the
announcement of the quarterly financial
report. The policy to prevent insider
trading was promulgated for all directors
and managerial officers on June 9, 2025
and November 18, 2025, and toward all
directors and the entire staff (including
managerial officers). In February, April,
July, and October 2025, the Company also
reminds directors andinsiders ofthe dates


No significant
difference.

53

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
of the period during which stock trading is
closed prior to the public announcement of
the financial report. The contents so
promulgated were further disclosed
through the “Corporate Governance –
Corporate Governance” section on the
company’s website.
III.The constitutionand obligations ofthe board ofdirectors
(I) Is there a diversity
policy with specific
objectives and
implementation
approaches for the
composition of the
board of directors?
V The Board has stipulated “Corporate
Governance Best Practice Principles” and
“Board Diversity Policy.” The established
management goals and implementation
status are as follows:
Target: According to Article 19 under
“Corporate Governance Best Practice
Principles,” the composition of the
board of directors shall be
determined by taking diversity into
consideration, such as gender, age,
nationality and culture. The directors
shall possess various professional
knowledge, skills and industry
experience and have the knowledge,
skills and experience necessary to
perform their duties. Nomination for
the 5th term of the Board of
Directors in 2025 to increase the
number of female members to two,
and an independent director of a
different professional field. In the
future, the Company will continue to
make sure that at least one-third of
the board is female.
The Composition of the Company’s Board
of Directors has taken an integrated
approach, including the abilities to make
operating judgments, perform accounting
and financial analysis, conduct
management administration and exercise
crisis management, industry knowledge
and international market perspectives, as
well as the abilities to lead and make
policy decisions. To increase knowledge in
issues concerning the economy,

No significant
difference.

54

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
environment and society for the top
governing body, the house training courses
provided to the board members will not be
shorter than six hours every year, with
external instructors invited.
Achievement: The 5th Board of Directors
is composed of seven members.
Non-employee directors account for
71% (71% in 4th term); independent
directors account for 100%; female
directors (including independent
members) account for 28% (14% in
4th term). The backgrounds covered
include finance, business, human
resource and industry management,
etc., which are necessary for the
Company’s operation and strategy
directions.
For implementation of Board diversity,
please see Page 16~17 in the annual report
with the advocacy disclosure made
available under “Corporate Governance->
Board of Directors” and “Corporate
Governance-> Important Policies.”
(II) Will the Company, in
addition to setting the
Remuneration
Committee and Audit
Committee lawfully,
have other functional
committee set up
voluntarily?
V In addition to the Remuneration
Committee and Audit Committee
established as required by the law, to
improve the functions of the Company’s
Board of Directors and strengthen its
management mechanism, the “Nomination
Committee” was established on January
13, 2025.
In order to improve the Company’s
sustainable development operations, the
“Sustainable Development Committee”
was established, promoted from the
original Sustainable Development
Promotion Teamon August15,2025.
No significant
difference.
(III) Has the Company had
the rules governing the
performance evaluation
of the board of
directors and

V
The Company has duly enacted the
Regulations Governing Evaluation of
Performance by the Board of Directors and
the methods to evaluate the same. In each
and every year, exactlyinaccordance with

No significant
difference.

55

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
evaluation methods
stipulated, the
performance evaluation
performed annually and
regularly, the results of
the performance
evaluations reported to
the board of directors,
and the evaluation
result applied as a
reference for individual
director’s remuneration
and nomination for re-
election?



the evaluation procedures and evaluation
indices set forth under Articles 6 and 8 of
“Regulations Governing Evaluation of
Performance by the Board of Directors”,
the Company carried out evaluation of
performance by the Board of Directors.
Besides, once in every three years as the
minimum, the Company outsourced
external professional and independent
institution(s) or external scholars and
experts group to conduct one evaluation.
The implementation of the 2025 internal
performance evaluation of the Board of
Directors was reported to the Board on
February 2, 2026. Please see Page 34 to 36
in the annual report.
The internal/external performance
evaluation of the Board of Directors in the
most recent meeting was reported to the
Board on January 13, 2025. The Board of
Directors has appointed the external
organization, “Financial Research and
Development Foundation” to conduct the
performance evaluation of the Board of
Directors from January 1, 2023 to
September 21, 2024, and has also issued a
performance evaluation report of the Board
of Directors. Please refer to Page 37 to 39
of this annual report for details.
Internal/External performance evaluation
of the Board of Directors is disclosed on
the website under the “Corporate
Governance-> Board of Directors-> Report
of Performance evaluation of the Board of
Directors.”
The Company stipulated Rules Governing
Director and Officer Remuneration, and
the remuneration of directors and
independent directors shall refer to the
performance evaluation result of the Board
of Directors, and adjust the same.

(IV) Will the Company
have theindependence
V The Company’s appointment of certified
public accountants (CPA) shallbe passed
No significant
difference.

56

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
of the public
accountant evaluated
regularly?
by the board, and the independence of
CPAs shall be periodically assessed. The
Company has conducted the assessment
based on the five aspects and 13 indicators
of “Audit Quality Indicators (AQIs)”
announced by Article 47 under the
Certified Public Accountant Act and the
Bulletin of Norm of Professional Ethics for
Certified Public Accountants of the
Republic of China No. 10, which was
passed by the Board meeting held on
February 2, 2026.
Assessment Items include:
(1) For the latest audit, whether the
Company has engaged the same CPAs
without replacement for 7 years
consecutively; (2)whether the CPAs
have significant financial stakes or
inappropriate relationship with the
Company; (3)whether the CPAs have
ensured integrity, (4)honesty and
independence from their working
personnel; (5)whether the CPAs had
worked under the Group two years
before conducting independent audit
for the Company; (6)whether the CPAs
have permitted others to practice under
his or her names; (7)whether the CPAs
have equity stakes or financing
relations with any Group entities; (8)
there is no money loan with the
company or its conglomerates.;
(9)whether the CPAs jointly hold
stakes on ventures with any Group
companies; (10)whether the CPAs hold
regular working positions in any Group
companies that pay him or her regular
compensation; (11)whether the CPAs
involved in policy making in any
Group companies; (12)whether the
CPAs own businesses that could
compromise his or her independence;
(13)whether the CPAs have family
relationships withinsecond degree of

57

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
kinship with any executives in any
Group companies; (14)whether the
CPAs receive illicit returns from
facilitating a transaction. (15) As of
today, no matters involving discipline
or violating independence of the CPAs
have discovered. The Company has a
professional and independent business
relationship with its independent
auditors after the evaluation.
(2) On January 13, 2026, CPAs Chia-Ming
Chang and Tung-Ju Hsieh of Deloitte
& Touche delivered the Chin-shen No.
11500391, stating that no independence
violations occurred.
(3) For the evaluation of the independence
and suitability of the external auditors
please see Page 126 of the annual
report.
IV. Has the Company had
an adequate number of
corporate governance
personnel with
appropriate
qualifications, and
appointed a chief
corporate governance
officer to be in charge
of corporate
governance affairs
(including but not
limited to furnishing
information required
for business execution
by directors and
supervisors, assisting
directors and
supervisors with legal
compliance, handling
matters relating to
board meetings and
shareholders meetings
according to law,
handling the
V On May 12, 2023, the Board of Directors
resolved that the position of Corporate
Governance Supervisor would be held
concurrently by the Vice President, YAO,
Cheng-Min, assisted by the stock affairs
unit, with the primary responsibility of
providing the directors with the necessary
information for the execution of the Board
of Directors/shareholders meetings,
collecting the latest development of the
laws and regulations related to the
operation of the Company, and assisting
the directors in legal compliance matters.
The audit unit implements the audit
procedures in accordance with the audit
plan and periodically reports to the Board
of Directors on the status of
implementation and tracks improvements.
The legal unit assists directors and
independent directors to understand
relevant laws and regulations. The audit
unit will evaluate the compliance with
relevant laws, regulations, policies and
procedures.
No significant
difference.

58

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
registration and change
registration of the
company, producing
minutes of board
meetings and
shareholders meetings,
etc.)?
Implementation of 2025 corporate
governance:
(1) In 2025, the meeting secretariat held a
total of eight Board of Directors
meetings, eight Audit Committee
meetings, five Remuneration
Committee meetings, four
Nomination Committee meetings, and
one Sustainability Committee
meeting. Directors were also
reminded to recuse themselves from
discussions where conflicts of interest
arose, either directly or on behalf of
their representatives.
(2) Material information or
announcements of significant
resolutions made on the days of board
meetings and general shareholders’
meeting.
(3) One general shareholders’ meeting
was convened this year and the notice
of meeting, the meeting agenda book,
the shareholders’ meeting annual
report, and the minutes of
shareholders’ meeting were all filed
within the deadline.
(4) Arrange director professional
development courses for board
members this year.
(5) Purchase directors and officers
liability insurance, report its details to
the Board of Directors, and disclose
the relevant information on the
Market Observation Post System.
(6) Two investor conferences were held
this year to establish a broad range of
communication channels with
investors.

V. Has the Company
established a
communication channel
with the stakeholders
(including but not
limited to the

V
In response to varied circumstances, the
Company has set up sound channels for
communications toward shareholders,
employees, customers and suppliers.
Externally, the Company has set up the
spokesmanand acting spokesman(men)
No significant
difference.

59

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
shareholders,
employees, customers,
and suppliers), set up a
stakeholder section on
the Company’s
website, and responded
appropriately to the
important corporate
social responsibilities
concerned by the
stakeholders?
system and has strictly compiled with the
same accordingly. On all key information,
the Company promulgates exclusively
through the spokesman process acting
spokesman(men). The Company’s
litigation and non-litigation representatives
are responsible for the disclosure of
representative information and serve as
communication channels between the
Company and stakeholders.
We have created a “Corporate Social
Responsibility-Stakeholders” area to
communicate any related issues with the
interested parties.
Matters regarding stakeholder issues,
communication means and responding
frequency have disclosed under “Corporate
Social Responsibility-Stakeholders.”
The implementation of each external mail
box and the handling during 2025 was
discussed in the Board meeting on
February 2, 2026 and disclosed under
“Corporate Social Responsibility-
Stakeholders.”
VI. Has the Company
commissioned a
professional stock
service agent to handle
shareholders affairs?
V The Company has commissioned
“Concorde Securities Co., Ltd.,” a
professional stock representative
institution in Taiwan, to handle all stock
matters.
No significant
difference.
VII. Information Disclosure
(I) Does the Company
have a website setup
and the financial
business and corporate
governance information
disclosed?

V
The Company has set up its website
(www.sun-max.com.tw), and relevant
company information will continue to be
disclosed thereupon. In addition, according
to relevant provisions, relevant information
will be disclosed on the Public Information
Observatory.



No significant
difference.
(II) Has the Company
adopted other
information disclosure
methods (such as,
establishing an English
website, designating a
responsible person for
V The Company has set up websites in both
Chinese and English (www.sun-
max.com.tw) and has further provided
information aiming at the Company's
financial conditions and corporate
governance related information. The
Companyhasassigned specific personnel
No significant
difference.

60

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
collecting and
disclosing information
of the Company,
substantiating the
spokesman system,
placing the juristic
person seminar
program on the
Company’s website,
etc.)?
to take charge of collection and disclosure
of key information of the Company.
Moreover, the Company has set up the
spokesman and acting spokesman(men)
system. The Company discloses the
Institutional Investor Conferences related
information onto “Relationship with
Investors—Special Zones for
Shareholders” special zone.
(III) Has the Company
announced and
declared its financial
report within 2 months
after the end of the
fiscal year, and
announced and
declared the quarterly
financial report of Q1,
Q2, and Q3 and the
monthly business
report before the
deadline?
V The Company filed revenue for each
month in 2025 on the 10th day of each
month.
The Company announced and filed the
financial statements for 2025 Q1, Q2 and
Q3 before the statutory announcement
deadline.
The Company announced and filed the
electronic record of self-reported financial
information for the annual financial
statement for 2025 on March 9, 2026
within 75 days after the fiscal year ended.
No significant
difference.
VIII. Are there any other
important information
(including but not
limited to the interests
of employees,
employee care, investor
relations, supplier
relations, the rights of
stakeholders, the
advanced study of
directors and
supervisors, the
implementation of risk
management policies
and risk measurement
standards, the
execution of customer
policy, the purchase of
liability insurance for
the Company’s
directors and

V
Important Information Conducive to an
Insight into the Company’s Corporate
Governance Operations:
1. Employee Care: The Company has
specified the percentage of employee
compensation in its Articles of
Association. And in accordance with
the “Measures for Employee
Performance Evaluation,” the
operating results are appropriately
reflected in employee compensation
according to the operating objectives,
operating performance and
contribution, to employee sharing.
Information regarding employee
benefits is disclosed on the website
under “Corporate Governance->
Employee Benefits.”
The Company established the “SUN
MAX TECH LIMITED Employee
WelfareTrustPlanCommittee” in
No significant
difference.

61

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
supervisors) that are
helpful in
understanding the
corporate governance
operation of the
Company?
2024 to motivate talent retention and
enhance employees’ retirement
benefits.
2. Employee care: We foster a mutually
beneficial workplace environment
through a comprehensive welfare
system, including occasional team
meals, various grants and subsidies,
childcare support, and healthcare
benefits, to enhance the well-being of
employees and create a happy
workplace built on care and trust.
3. Investor Relationship: A dedicated
personnel and email box have been
appointed to ensure healthy
communication to our investors. The
associated information has been
disclosed under “Corporate Social
Responsibility-Stakeholders.”
4. Supplier Relations: Explicit
agreements with suppliers are set up to
regulate each other’s rights and
obligatory relations.
5. Rights of Shareholders: Shareholders
may communicate, give suggestions,
and main proper legal rights through
the Company’s spokesperson and
representative spokesperson system.
6. The status of the continuing education
of directors and supervisors: All seven
directors of the Company have
attended the 6-hour continuing and
professional education for directors;
the Company has an Audit Committee
and no supervisors.
7. Risk Management Policy and Risk
Measurement Standard Execution
Situation: The Company has set up its
internal control system and relevant
management guidelines, through which
executions are carried out. In addition,
auditors shall conduct executions and
inspectionsaccordingtotheannual

62

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
audit plan in order to reduce and
prevent any possible risks.
8. Customer Policy Execution Situation:
The dedicated department is
responsible for client inquiries and
complaint channels.
9. Professional liability insurance for the
protection of the Directors and the
Supervisors: The Company has taken
professional liability insurance for the
protection of the Directors of the
Company. (For Market Observation
Post System, please go to
http://mops.twse.com.tw)
10. We have prepared the “Succession
Plan Operating Guidelines”. A
successor needs to have key abilities,
including core job competency,
management competency, professional
(functional) competency, and regular
competency, as well as the ability of
decision-making and insights,
creativity and sensitivity, agility and
continuance, soft power and growing
power, diversity and professionalism,
ability of cultivating talents and of
communication, self-discipline and
moral characteristic. Systematic and
standard processes will help the
organization maintain the continuity of
operating and management, and
achieve the goals.
IX. State of corrective action taken for responding to the results of the corporate governance
assessment announced by Taiwan Stock Exchange Corporation in the Corporate Governance
Center the most recent fiscal year, and the priority for improvement on issues pending further
corrective action and related measures.
The total score of the 2024 corporate governance evaluation is 78.63.
Listed company ranking range: 51%–65%; industry: market capitalization less than NT$5 billion
category ranking: 11%~20%. As of the date of publication of the annual report, the results of the
corporate governance evaluation for 2025 have not been announced.
The Company’s expected achievements for the 1st (2026) ESG Evaluation Indicators:
1. E-14 Does the company set up and disclose a biodiversity policy or commitment and explain its
implementation?

63

Items for evaluation Implementation Status Deviation and
causes of
deviation from
the Corporate
Governance Best-
Practice
Principles for
TSEC/GTSM
Listed Companies
Yes No Summary
2. S-23 Does the Company disclose its employee turnover rate by gender and age for the past two
years and explainthereasonsforthe changesinthoserates?

64

(IV) The composition and operation of the Remuneration Committee:

(1) Information on the members of the Remuneration Committee

Condition
Name
Professional qualification and
experience
State of independence Number of
public
companies
where the
members of the
Remuneration
Committee are
also the
members of the
remuneration
committees of
these companies
Independent
director
Cheng Yi-Teng
With more than 20 years of
experience in commerce and business
operations, he specializes in
investment business. He has served
as Director and President, Horizon
Securities (Hong Kong) Co., Ltd.,
Director of Golden Point
Management Ltd., Executive
Director and Responsible Officer of
Visionary Group Capital
Management Limited, and Director
of Mercuries & Associates Holding,
Ltd. His professional knowledge in
commerce is a significant benefit to
the Company’s operations.
Does not meet any descriptions
stated in Article 30 of The Company
Act.
1. The independent statements
from the independent
directors were submitted at
the nomination and
election.
2. In compliance with
“Regulations Governing the
Appointment of
Independent Directors and
Compliance Matters for
Public Companies” in a
two-year period prior to
being elected and the
qualifications under Article
3.
3. New independent director
of the Company appointed
on May 29, 2025, with a
term of less than three
terms.
0
Independent
director
Chang Cheng-
Hsing
He is a full-time professor and Chief
Human Resources Officer,
Department of Civil Engineering at
Tamkang University. He possesses
professional knowledge in civil
engineering and is responsible for
developing and managing human
resources strategies within the
enterprise, demonstrating experience
in cross-disciplinary collaboration
and leadership. His ability to
integrate academic and
administrative functions provides
significant benefits to the company’s
management and operations.
Does not meet any descriptions
stated in Article 30 of The Company
Act.
1. The independent statements
from the independent
directors were submitted at
the nomination and
election.
2. In compliance with
“Regulations Governing the
Appointment of
Independent Directors and
Compliance Matters for
Public Companies” in a
two-year period prior to
being elected and the
qualifications under Article
3.
3. New independent director
of the Company appointed
on May 29, 2025, with a
term of less than three
terms.
0
Independent
director
Obtained a certified public
accountant certificate in 2009 and
1. The independent statements
from the independent
0

65

Condition
Name
Professional qualification and
experience
State of independence Number of
public
companies
where the
members of the
Remuneration
Committee are
also the
members of the
remuneration
committees of
these companies
CHOU, YI-HSIN previously served as Assistant
Manager of the Audit Department at
Deloitte & Touche, Audit Manager at
SUNMAX TECH LIMITED, and
Head of Group Audit and Chief
Information Security Officer of
Crowdfunding, Homeplus Digital
Co., Ltd. He is currently the Chief
Finance Officer at Acmepoint Energy
Services Co., Ltd.
Possesses professional business
knowledge that is a significant
benefit to the Company’s operations.
Does not meet any descriptions
stated in Article 30 of The Company
Act.
directors were submitted at
the nomination and
election.
2. In compliance with
“Regulations Governing the
Appointment of
Independent Directors and
Compliance Matters for
Public Companies” in a
two-year period prior to
being elected and the
qualifications under Article
3.
3. New independent director
of the Company appointed
on May 29, 2025, with a
term of less than three
terms.
Independent
director
Kuan Chih-Liang
Possesses the professional capacity
and relevant working experiences in
applied economics and business
management. Working experience
include being Dean of Academic
Affairs, Kainan University, Strategy
Mentor, Wolfnet Start Up A + On-Site
Incubator and Consulting Program
Brand Innovation Think Tank, General
Chamber of Commerce of the
Republic of China. Current Director
and Graduate Program Director,
School of Applied Economics and
Business Administration, National Ilan
University and an Independent
Director of the Company.
Does not meet any descriptions
stated in Article 30 of The Company
Act.

1. The independent statements
from the independent
directors were submitted at
the nomination and
election.
2. In compliance with
“Regulations Governing the
Appointment of
Independent Directors and
Compliance Matters for
Public Companies” in a
two-year period prior to
being elected and the
qualifications under Article
3.
3. Re-elected as an
Independent Director of the
Company on May 29, 2025,
and has not served more
than three terms.
3

66

  • (2) The operation of the Remuneration Committee

  • The 4th Remuneration Committee consists of four members.

  • The term of office for the 4th term of the Remuneration Committee is from May 29, 2025 to May 28, 2028. Five meetings (A) were convened by the Compensation Committee in 2025, the qualification and meeting attendance of the committee members are as follows:

Title Name Actual
number of
attendance
(B)
Attend
through
proxy
Attendance
rate (%)
(B/A)
Remarks
Independent
director
(convener of the 3rd
term)
CHEN, Tien-
Szu
3 0 100% Term expires on
May 29, 2025
Independent
director
CHIU, Shih-
Fang
3 0 100% Term expires on
May 29, 2025
Independent
director
(convener of the 4th
term)
Kuan Chih-
Liang
5 0 100% Re-elected on May
29, 2025
Independent
director
Cheng Yi-
Teng
2 0 100% New appointment
on May 29, 2025
Independent
director
Chang
Cheng-Hsing
2 0 100% New appointment
on May 29, 2025
Independent
director
CHOU, YI-
HSIN
2 0 100% New appointment
on May 29, 2025

Other notes:

  1. The Board may not accept the recommendations of the Remuneration Committee, or revise the recommendations, specify the date of the Board meeting, the term, the content of the motion, the resolution of the Board, and the response of the Board towards the opinions of the Remuneration Committee (e.g., the remuneration package passed by the Board is superior to the recommendation of the Remuneration Committee, specify the difference and the reasons): None.

  2. If any of the members of the Remuneration Committee hold adverse opinion or qualified opinions with record or in written declaration against the resolutions of the committee, specify the date and the session of the committee meeting, the content of the motion, the opinions of all members and the response to the opinions of the members: None.

(3) Important Resolutions and Handling Situation of the Remuneration Committee in 2025:

Meeting date Meeting Important Resolutions of The Remuneration Committee in 2025 Important Resolutions of The Remuneration Committee in 2025
2025/1/13 9th meeting of the
3rd term of the
Remuneration
Committee
Proposal 1 Motion go distribute year-end bonus for 2024
Resolutions
The proposal was passed without objections through a
show of hands from the three attending directors. All
three directors voted in favor of the proposal.
Proposal 2 Proposal for 2025 criteria of the performance
evaluation and compensation standards for Board of
Directors and the general managers.
Resolutions
The proposal was passed without objections through a
show of hands from the three attending directors. All
three directors voted in favor of the proposal.

67

Meeting date Meeting Important Resolutions of The Remuneration Committee in 2025 Important Resolutions of The Remuneration Committee in 2025
Proposal 3 The Company’s salary adjustment for 2025.
Resolutions
The proposal was passed without objections through a
show of hands from the three attending directors. All
three directors voted in favor of the proposal.
2025/3/10 10th meeting of the
3rd term of the
Remuneration
Committee

Proposal 1
The Company’s 2024 Employee Remuneration and
Directors Remuneration Distribution Case
Resolutions
The proposal was passed without objections through a
show of hands from the three attending directors. All
three directors voted in favor of the proposal.
2025/5/9 9th meeting of the
3rd term of the
Remuneration
Committee
Proposal 1 Promotion proposals for the Company
Resolutions
The proposal was passed without objections through a
show of hands from the three attending directors. All
three directors voted in favor of the proposal.
2025/6/20 1st meeting of the
4th term of the
Remuneration
Committee
Proposal 1 Election of convener for the 4th Remuneration
Committee.
Resolutions
Independent Director Chou Yi-Hsin proposed that
Independent Director Kuan Chih-Liang serve as the
convener of the 4th term of the Remuneration
Committee. The other members seconded the motion,
and Independent Director Kuan Chih-Liang agreed to
be the convener of the 4th term of the Remuneration
Committee.
Proposal 2 Remuneration proposal for the 5th directors.
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All
four directors voted in favor of the proposal.
Proposal 3 Remuneration payment to Independent Director of the
fifth term, Kuan Chih-Liang
Resolutions
The chair, Kuan Chih-Liang, recused because of
conflict of interest in this case. Independent Director,
Chang Cheng-Hsing acted as chair in this case. Three
members attended, with Independent Director, Chang
Cheng-Hsing, recused for conflict of interests, and
other members voted in majority without objection.
The proposal passed.
Proposal 4 Remuneration payment to Independent Director of the
fifth term
Resolutions
Four directors attended the meeting. Director Cheng
Yi-Teng recused to avoid conflict of interest. The
proposal was passed by a majority with the voting
rights exercised by the remaining attending directors.
Proposal 5 Remuneration payment to Independent Director of the
fifth term, Chang Cheng-Hsing

68

Meeting date Meeting Important Resolutions of The Remuneration Committee in 2025 Important Resolutions of The Remuneration Committee in 2025
Resolutions
Four directors attended the meeting. Director Chang
Cheng-Hsing recused to avoid conflict of interest. The
proposal was passed by a majority with the voting
rights exercised by the remaining attending directors.
Proposal 6 Remuneration payment to Independent Director of the
fifth term, Chou Yi-Hsin
Resolutions
Four directors attended the meeting. Director Chou
Yi-Hsin recused to avoid conflict of interest. The
proposal was passed by a majority with the voting
rights exercised by the remaining attending directors.
Proposal 7 Proposal for remuneration of the special assistant of
the president, Hsu, Jia-Heng, as manager
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All
four directors voted in favor of the proposal.
2025/8/15 2nd meeting of the
4th term of the
Remuneration
Committee

Proposal 1
Details for the 2025 cash capital increase through new
share issuance, guidelines for employee subscription
and manager subscription detail
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All
four directors voted in favor of the proposal.
Meeting date Meeting Important Resolutions of The Remuneration Committee in 2026 Important Resolutions of The Remuneration Committee in 2026
2026/2/2 3rd meeting of the
4th term of the
Remuneration
Committee
Proposal 1 2026 director remuneration proposal for the Thai
subsidiary.
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All four
directors voted in favor of the proposal.
Proposal 2 Amendments to the Company’s Rules Governing
Remuneration of Directors and Managerial Officers.
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All four
directors voted in favor of the proposal.
Proposal 3 2025 distribution of year-end bonus to managers
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All four
directors voted in favor of the proposal.
Proposal 4 Motion for annual salary raise for 2026.
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All four
directors voted in favor of the proposal.
Proposal 5 Proposal for 2026 criteria of the performance evaluation
and compensation standards for Board of Directors and
the general managers.

69

Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All four
directors voted in favor of the proposal.
2026/3/9 4th meeting of the
4th term of the
Remuneration
Committee
Proposal 1 The Company’s 2025 Employee Remuneration and
Directors Remuneration Distribution Case
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All four
directors voted in favor of the proposal.

70

  • (V) Information on Nomination Committee Members and Operation:

  • The Company’s Board of Directors approved the establishment of the Nomination Committee on January 13, 2025. The committee shall exercise the due care of a good administrator to perform the following duties, and submit recommendations to the Board of Directors for discussion:

  • Formulate and review the standards and succession plans for the election of directors and managers.

  • The Board of Directors shall select and review the list of candidates for the seats of directors and managers, assess the independence of the independent directors, and propose a list of candidates to the Board of Directors.

  • Formulate and review the establishment, duties and operations of each committee of the Board of Directors, and review the qualifications and potential conflicts of interest of each committee member.

  • Formulate and regularly review the directors’ continuing education plan and the succession plan for managers.

  • Any other matters resolved by the Board of Directors to be handled by the Committee.

    • (1) The Company’s 2nd term of Nomination Committee consists of five members, and the convener is Independent Director hang Cheng-Hsing.

    • (2) The term of office for the 2nd term of the Nomination Committee is from May 29, 2025 to May 28, 2028.

Four meetings (A) were convened by the Nomination Committee in 2025, the qualification and meeting attendance of the committee members are as follows:

Title Name Professional
qualification and
experience
Actual
number of
attendance
(B)
Attend
through
proxy
Attendance
rate (%)
(B/A)
Remarks
Independent
director
CHIU, Shih-Fang
(convener of the 1st
term)
As an Attorney-at-
Law having
satisfactorily passed
the national level
examination with
official license,
currently serving
with Derkai
Attorneys-at-Law
Office as the leading
Attorney-at-Law,
with hands-on
experiences
accumulated in legal
affairs, having
appropriately
offered professional
proposals to the
Company,
significantly
conducive to the
Company in its
3 0 100% Term expires
on May 29,
2025

71

Title Name Professional
qualification and
experience
Actual
number of
attendance
(B)
Attend
through
proxy
Attendance
rate (%)
(B/A)
Remarks
business operations,
serving as the
Company's
independent
director.
Independent
director
CHEN, Tien-Szu In possession of
hands-on
experiences
accumulated
electronic industry;
highly conducive
toward the
Company in
business operations.
3 0 100% Term expires
on May 29,
2025
Independent
director
HSIEH, Yu-Tien Possesses the
professional
capacity and
relevant working
experiences in
business, banking
business and
financial analysis. A
former instructor in
Chinese Culture
University, Jinwen
University of
Science and the
Department of
Business
Administration,
Shih Chien
University and
Technology. A
current independent
director of the
Company.
3 0 100% Term expires
on May 29,
2025
Director SINOTEAM
HOLDINGS INC.
Representative: HSU
Wen-Faung
In abundant outlook
toward markets in
the international
community,
diversified thinking
mode, profound
cultivation of
industrial strength,
comprehensive
business technology
& know-how and
skill, humanistic
literacy as well as
management under
sound leadership;
serving as the
chairman of SUN
MAX Group and
4 0 100% Re-elected
for another
term on May
29, 2025

72

Title Name Professional
qualification and
experience
Actual
number of
attendance
(B)
Attend
through
proxy
Attendance
rate (%)
(B/A)
Remarks
independent director
of LinkCom
manufacturing Co.,
Ltd. leadership in
business
management;
serving
Director LUXURY SHINE
INTERNATIONAL
LIMITED
Representative:
Chang Yuan-Fen
Elected as a director
of the Company for
years of contribution
to the Group in
various fields and
professional
opinions offered for
improving financial
matters.

4
0 100% Re-elected
for another
term on May
29, 2025
Director LAI, Jen-Chung In possession of
abundant hands-on
experiences serving
with the electronic
industry with the
effort to offer valid
professional advice,
rendering
tremendous benefits
toward the upgrade
of the production
technology and
know-how; serving
as the Company's
director.
1 0 100% New
appointment
on May 29,
2025
Independent
director
Cheng Yi-Teng With more than 20
years of experience
in commerce and
business operations,
he specializes in
investment business.
He has served as
Director and
President, Horizon
Securities (Hong
Kong) Co., Ltd.,
Director of Golden
Point Management
Ltd., Executive
Director and
Responsible Officer
of Visionary Group
Capital
Management
Limited, and
Director of
Mercuries &
Associates Holding,
1 0 100% New
appointment
on May 29,
2025

73

Title Name Professional
qualification and
experience
Actual
number of
attendance
(B)
Attend
through
proxy
Attendance
rate (%)
(B/A)
Remarks
Ltd. His
professional
knowledge in
commerce is a
significant benefit to
the Company’s
operations.
Independent
director
Chang Cheng-Hsing
(convener of the 2nd
term)
He is a full-time
professor and Chief
Human Resources
Officer, Department
of Civil Engineering
at Tamkang
University. He
possesses
professional
knowledge in civil
engineering and is
responsible for
developing and
managing human
resources strategies
within the
enterprise,
demonstrating
experience in cross-
disciplinary
collaboration and
leadership. His
ability to integrate
academic and
administrative
functions provides
significant benefits
to the company’s
management and
operations.
1 0 100% New
appointment
on May 29,
2025
Independent
director
CHOU, YI-HSIN Obtained a certified
public accountant
certificate in 2009
and previously
served as Assistant
Manager of the
Audit Department at
Deloitte & Touche,
Audit Manager at
SUNMAX TECH
LIMITED, and
Head of Group
Audit and Chief
Information
Security Officer of
Crowdfunding,
Homeplus Digital
1 0 100% New
appointment
on May 29,
2025

74

Title Name Professional
qualification and
experience
Actual
number of
attendance
(B)
Attend
through
proxy
Attendance
rate (%)
(B/A)
Remarks
Co., Ltd. He is
currently the Chief
Finance Officer at
Acmepoint Energy
Services Co., Ltd.
Possesses
professional
business knowledge
that is a significant
benefit to the
Company’s
operations.
Independent
director
Kuan Chih-Liang Possesses the
professional
capacity and
relevant working
experiences in
applied economics
and business
management.
Working experience
include being Dean
of Academic
Affairs, Kainan
University, Strategy
Mentor, Wolfnet
Start Up A + On-
Site Incubator and
Consulting Program
Brand Innovation
Think Tank,
General Chamber of
Commerce of the
Republic of China.
Current Director and
Graduate Program
Director, School of
Applied Economics
and Business
Administration,
National Ilan
University and an
Independent
Director of the
Company.

1
0 100% New
appointment
on May 29,
2025

75

Other notes:

The meeting date, session, motion content, suggestions or objections of the Nomination Committee, resolution of the Nomination Committee, and the Company’s handling of the 2025 Nomination Committee’s opinions:

Meeting
date
Meeting Important resolutions of the Remuneration Committee in 2025
2025/1/13
1st meeting
of the 1st
term of the
Nomination
Committee
Proposal 1 Election of the convener of the 1st term of the Nomination
Committee
Resolutions Hsu Wen-Faung, the representative of SINOTEAM
HOLDINGS INC., elected Chiu Shih-Fang, Independent
Director, as the convener. Other members of the Board of
Directors approved the proposal. The independent director,
Chiu Shih-Fang, agreed to serve as the convener.
It was resolved to have the independent director, Chiu
Shih-Fang, as the convener of the first meeting of the first
term of the Nomination Committee.
2025/3/10
2nd meeting
of the 1st
term of the
Nomination
Committee
Proposal 1 Nomination of candidates for the election of the 5th Board
of Directors
Resolutions The proposal was passed without objections through a
show of hands from the five attending directors. All five
directors voted in favor of the proposal.
2505/5/9 3rd meeting
of the 1st
term of the
Nomination
Committee
Proposal 1 Promotion proposals for the Company
Resolutions Five committee members were present. After consulting
with them, the proposal was passed without objections. All
five directors voted in favor of the proposal.
2505/6/20
1st meeting
of the 2nd
term of the
Nomination
Committee
Proposal 1 Election of the convener of the 2nd term of the Nomination
Committee
Resolutions Committee Member Chou Yi-Hsin proposed that
Independent Director Chang Cheng-Hsing serve as the
convener. The other members seconded the motion, and
Independent Director Chang Cheng-Hsing agreed to be the
convener of the 2nd term of the Remuneration Committee.
Proposal 2 Proposal for appointment of the special assistant of the
president, Hsu, Jia-Heng, as manager
Resolutions Seven committee members were present. After consulting
with them, the proposal was passed without objections. All
seven directors voted in favor of the proposal.

76

(VI) Information on Sustainable Development Committee Members and Operation:

The Company’s Board of Directors approved the establishment of the Sustainable Development Committee on August 15, 2025. The committee shall exercise the due care of a good administrator to perform the following duties, and submit recommendations to the Board of Directors for discussion:

  1. Formulation, promotion, and strengthening of corporate sustainable development policy, annual plans, and strategies.

  2. Review, track, and revise the implementation and results of sustainable development efforts.

  3. Supervise sustainable information disclosure and review the sustainability report.

  4. Supervise the implementation of the Company’s sustainable development principles or other sustainable development initiatives as resolved by the Board of Directors.

  5. The Committee has established task forces on corporate governance, sustainable environment, supply chain/customer management, and social responsibility. The convener assigns relevant business officers to form functional teams.

  6. (1) The Company’s 1st term of Sustainable Development Committee consists of four members, and the convener is Independent Director Chou Yi-Hsin.

  7. (2) The term of office for the 1st term of the Sustainable Development Committee is from August 15, 2025 to May 28, 2028.

    • One meeting (A) were convened by the Sustainable Development Committee in 2025, the qualification and meeting attendance of the committee members are as follows:
Title Name Professional qualification and
experience
Actual
number of
attendance
(B)
Attend
through
proxy
Attendance
rate (%)
(B/A)
Remarks
Independent
director
Cheng Yi-
Teng
With more than 20 years of
experience in commerce and
business operations, he
specializes in investment
business. He has served as
Director and President, Horizon
Securities (Hong Kong) Co.,
Ltd., Director of Golden Point
Management Ltd., Executive
Director and Responsible
Officer of Visionary Group
Capital Management Limited,
and Director of Mercuries &
Associates Holding, Ltd. His
professional knowledge in
commerce is a significant
benefit to the Company’s
operations.
1 0 100%
Independent
director
Chang
Cheng-
Hsing
(convener
of the 2nd
term)
He is a full-time professor and
Chief Human Resources
Officer, Department of Civil
Engineering at Tamkang
University. He possesses
professional knowledge in civil
engineering and is responsible
for developing and managing
human resources strategies
within the enterprise,
demonstrating experiencein
1 0 100%

77

Title Name Professional qualification and
experience
Actual
number of
attendance
(B)
Attend
through
proxy
Attendance
rate (%)
(B/A)
Remarks
cross-disciplinary collaboration
and leadership. His ability to
integrate academic and
administrative functions
provides significant benefits to
the company’s management
and operations.
Independent
director
CHOU,
YI-HSIN
Obtained a certified public
accountant certificate in 2009
and previously served as
Assistant Manager of the Audit
Department at Deloitte &
Touche, Audit Manager at
SUNMAX TECH LIMITED,
and Head of Group Audit and
Chief Information Security
Officer of Crowdfunding,
Homeplus Digital Co., Ltd. He
is currently the Chief Finance
Officer at Acmepoint Energy
Services Co., Ltd.
Possesses professional business
knowledge that is a significant
benefit to the Company’s
operations.
1 0 100%
Independent
director
Kuan
Chih-
Liang
Possesses the professional
capacity and relevant working
experiences in applied
economics and business
management. Working
experience include being
Dean of Academic Affairs,
Kainan University, Strategy
Mentor, Wolfnet Start Up A +
On-Site Incubator and
Consulting Program Brand
Innovation Think Tank,
General Chamber of
Commerce of the Republic of
China. Current Director and
Graduate Program Director,
School of Applied Economics
and Business Administration,
National Ilan University and
an Independent Director of
the Company.
1 0 100%

78

Other notes:

The meeting date, session, motion content, suggestions or objections of the Sustainable Development Committee, resolution of the Nomination Committee, and the Company’s handling of the 2025 Nomination Committee’s opinions:

Meeting date Meeting Important Resolutions of the Sustainable Development Committee in
2025
Important Resolutions of the Sustainable Development Committee in
2025
2025/11/10 1st meeting of the
1st term of the
Sustainable
Development
Committee
Proposal 1 Election of the convener of the 1st term of the Sustainable
Development Committee
Resolutions
Independent Director Kuan Chih-Liang proposed that
Independent Director Chou Yi-Hsin serve as the convener
of the 1st term of the Sustainable Development
Committee. The other members seconded the motion, and
Independent Director Chou Yi-Hsin agreed to be the
convener of the 1st term of the Sustainable Development
Committee.
Proposal 2 Implementation of the Company’s sustainable
development in 2025
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All four
directors voted in favor of the proposal.
Meeting date Meeting Important Resolutions of the Sustainable Development Committee in
2026
2026/2/2 2nd meeting of the
1st term of the
Sustainable
Development
Committee

Proposal 1
The sustainable development task force reported on the
progress of the 2025 sustainability report and other
sustainability initiatives.
Resolutions
The proposal was passed without objections through a
show of hands from the four attending directors. All four
directors voted in favor of the proposal.

79

  • (VI) Promotion of sustainable development and its implementation status and deviations from Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons:
Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
andreasons
Yes No Summary
1. Has the Company established a
governance structure to promote
sustainable development, and
set up a dedicated (part-time)
unit to promote sustainable
development, which is
authorized by the Board of
Directors to be handled by
senior management, and the
supervision situation of the
Board of Directors?
V The Company is committed to improving its sustainable governance system. In 2023, the
Board of Directors approved the establishment of the “Sustainable Development
Promotion Team.” Further, the “Sustainable Development Committee” was officially
established under the Board of Directors on August 15, 2025, as the Company’s highest-
level sustainable governance unit.
The committee is responsible for formulating and revising sustainable development
system regulations, reviewing relevant policies and plans, and regularly tracking results
to ensure the company’s strategy aligns with its sustainability vision. The “Sustainable
Development Promotion Team” established under it plays a critical role in horizontal
connection and execution. Its members consist of department heads from audit, finance,
information security, human resources, R&D, and decision-making officers from the
Chinese production bases (Jiangxi and Dongguan). Its functional scope spans corporate
governance, environmental sustainability, responsible supply chains, and social
engagement.
The implementation of the Group’s carbon inventory and the sustainability performance
werereported to theBoard of Directors on August15 and November 10,2025,
No significant
difference.

80

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
respectively, to fulfill the Board of Directors’ supervisory responsibilities for material
ESGissues.
II. Does the Company conduct risk
assessments of environmental,
social and corporate governance
issues related to the company’s
operations in accordance with
the materiality principle, and
formulate relevant risk
management policies or
strategies?
V The data disclosure includes the Company’s sustainable development performance at the
main sites from January to December 2025. The risk evaluation boundary is centered on
the Company, including the existing locations in Taiwan and China. Based on the
relevance with the operation, and influence on critical topics, the scope covers the
subsidiaries – Cicheng Technology Co. Ltd., Power Logic Tech. (DongGuan) Inc. and
Taiyi (Jiangxi) Electronic Technology Co., Ltd. However, the subsidiary in Thailand was
established in April 2025 and acquired the plant in February 2026. It had not yet
commenced actual operations as of the date this report was printed, and therefore was
not included in the scope of this disclosure.
Based on the materiality principle, the Company conducted risk evaluations on the
environmental issues, social, and corporate governance issues related to the Company’s
operations:
I.
Operational environmental risk
1. The Company’s products are all compliant with environmental protection
regulations, and the factory of Power Logic (JiangXi TAI YI). CO., LTD. and
SUN MAX TECH LIMITED have passed the certification of the ISO 14001
environmental management system and the ISO 50001 energy management
system, and continue to update the certification in accordance with the relevant
requirements.
No significant
difference.

81

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
2. According to the assessment of risks responding to climate change identified by
the TCFD, the results of the cross-departmental discussion on climate risks and
opportunities were identified, and three opportunities and eight risks were
identified.
3. According to ISO 14064--1, the Company inspects the greenhouse gas
emissions annually and reviews the impacts faced by the Company’s operations.
II.
Operating Social risk
1. The factory of Taiyi (Jiangxi) Electronic Technology Co., Ltd. and SUN MAX
TECH LIMITED will be certified for the ISO 45001 Occupational Health and
Safety Management System. The Company will continue to operate and manage
occupational safety risks according to system requirements to reduce possible
hazards and risks.
2. The factory of Power Logic (JiangXi TAI YI). CO., LTD. and SUN MAX
TECH LIMITED holds fire drills and industrial safety training every year. The
training helps employees develop the ability to respond to emergencies and
manage their own safety. In 2025, the training hours of Power Logic (JiangXi
TAI YI). CO., LTD. were 1,100 hours, and the training hours of SUN MAX
TECH LIMITED were 1,038 hours.
3. The Company has fully upgraded its information security protection
capabilities, strengthened information security management through hardware
and software upgrades, and held information security promotion activities from
time to time.

82

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
III. Operating corporate governance risk
1. Continue to strengthen the functionality of the Board. The Board adopts
procedures and structures to inform, guide, manage, and supervise the
company’s activities to reach its goals.
2. The respective units performed a self-inspection, which was reviewed by the
internal audit unit. The comprehensive self-inspection results were reported to
the board of directors, and the units’ assessment results were reported to the
board of directors on March 10, 2025. A statement regarding the 2025 internal
control system was issued in accordance with the regulations. Through the
“Procedures for Ethical Management and. Guidelines for Conduct”, “Ethical
Corporate Management Best Practice Principles”, ISO14064-1 greenhouse gas
inventories and ISO14001 Environmental Management System Certification,
conducted risk evaluations on the environmental issues, social, and corporate
governance issues related to the Company’s operations, and developed the
policies and strategies of risk management.
III.Environmental Issues
(I) Does the Company have an
appropriate environmental
management system established
in accordance with its industrial
character?
V The factory of Power Logic (JiangXi TAI YI). CO., LTD. and SUN MAX TECH
LIMITED have established the ISO 14001 environmental management system and have
passed the third-party verification. (Validity period of the certificate for the two
factories: July 2, 2024 – July 1, 2027).
No significant
difference.

83

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
The Company conducts annual greenhouse gas inventory in accordance with the ISO
14064--1 standard, conducts third-party verification, tracks carbon emissions data, and
discloses the results on the sustainable report and the Company’s website.
(II) Is the Company committed to
improving the efficiency of
resource utilization and using
recycled materials with low
impact on the environment?
V The main raw material of the Company’s surplus is plastic material. Furthermore,
defective materials or scraps during the production process are scrapped and recycled by
a legitimate cleaning company.
The raw materials used by the Company are in compliance with the RoHS, REACH and
halogen-free specifications of the European Union. The product packaging materials are
also made of recycled materials, such as corrugated cardboard boxes and corrugated
partitions, toreduce environmental impact.


No significant
difference.
(III) Does the Company assess the
potential risks and opportunities
of climate change for companies
now and in the future, and take
measures to address climate-
related?
V The Company has completed the preliminary risk assessment to evaluate how climate
change affects the operation of risks and opportunities in accordance with the TCFD
framework, and review and update it every year.
The Company completed the first climate risk assessment in 2024, identifying short-
term, mid-term and long-term climate risks and opportunities, and drawing up
countermeasures. The detailed description of the Company’s analysis of climate change
risks and opportunities is also disclosed on the Company’s website “Climate Change
Response” and the annual sustainability report.
https://www.sun-max.com.tw/responsibility_tw.php?id=31
No significant
difference.
(IV) Does the Company count
greenhouse gas emissions, water
V I.
Greenhouse gas:
The schedule
and operation

84

Items for evaluation Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
consumption, and total weight
of waste over the last two years,
and formulate policies for
greenhouse gas reduction, water
consumption reduction, or other
waste management?
All operating plants and subsidiaries of the Company have completed the
greenhouse gas inventory and third-party verification. However, the subsidiary in
Thailand was established in April 2025 and acquired the plant in February 2026. It
had not yet commenced actual operations as of the date this report was printed, and
therefore was not included in the scope of this disclosure. Actively strengthened
their management capabilities in response to climate change, accurately grasped the
greenhouse gas emissions, and incorporated this issue into the important aspects of
the Company’s operations for evaluation and control. The management goals are as
follows:
Management goals
Short-term: Complete all Scope 1 and 2 carbon inventories for the group’s
subsidiaries.
Mid- and long-term: The renewable energy utilization rate of the production base
reaches 50% or more by 2030, and the carbon reduction of the value chain is
encouraged.
Greenhouse gas emission in the past two years:
Unit: tonCO2e
Year
Scope 1
Direct greenhouse
gas emission
Scope 2
Indirect
greenhouse gas
emission
Scope 3
Other greenhouse
gas emissions
Total
emissions
of the
Sustainable
Development
Guide map for
TWSE-Listed
Companies
with the
Financial
Supervisory
Commission
R.O.C.
(Taiwan) was
released in
light of the
company’s
future needs.
Year Scope 1
Direct greenhouse
gas emission
Scope 2
Indirect
greenhouse gas
emission
Scope 3
Other greenhouse
gas emissions
Total
emissions

85

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
II. 2025 240.5714 2643.8009 8436.5878 12630.495
2024 228.3108 2283.2610 8708.5046 11956.841
GHG emission intensity in the past two years:
Unit: ton CO2e/ million revenue
Year Scope 1 + Scope 2
Emission intensity
Revenue (NTD)
2025 1.65 1,752,889,000
2024 1.99 1,262,815,000

86

Items for evaluation Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
In addition, the Company has formulated the procedures for “waste treatment and
monitoring”, “procedures for wastewater treatment and monitoring”, and
“procedures for waste management” to strengthen the management of the
company’s waste gas, wastewater, and wastes, and to reduce the adverse effects on
the environment and the staff health.
Effluent treatment is in compliance with local regulations and internal standard
procedures. The Company has qualified wastewater treatment facilities in place to
manage effluents effectively. The main source of effluents of SUN MAX TECH
LIMITED is domestic water. After the domestic water is treated in the septic tank,
it is discharged to the sewer through the water outlet. Some of the coolant effluent
from the air conditioner is discharged to the designated local sewer, and then to the
designated local wastewater treatment plant for uniform treatment to ensure that it
meets the requirements of the laws and regulations.
Reduction target
Water intensity has decreased by approximately 1.5% each year since the base year
(2022).
Water consumption:
Unit: ton / million revenue
Year
Revenue (NTD)
Total water
consumption (ton):
Water intensity
(metric tons per
million NTD)
Year Revenue (NTD) Total water
consumption (ton):
Water intensity
(metric tons per
million NTD)

87

Items for evaluation Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary


III.
2024 1,262,815,000 54,795 43.39
2025 1,752,889,000 61,867 35.30
*The survey covered the factory of Power Logic (JiangXi TAI YI). CO., LTD.
and SUN MAX TECH LIMITED.

88

Items for evaluation Implementation Status Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
clean and reuse the waste generated. Up to now, the Company has not had any
default or illegal violation from the commissioned clearance companies.
Waste output:
Unit: ton
Year
General waste
Hazardous
waste
Total volume
2025
53
3
56
2024
53
3
56
*The survey covered the factory of Power Logic (JiangXi TAI
YI). CO., LTD. and SUN MAX TECH LIMITED.
Year General waste Hazardous
waste
Total volume
2025 53 3 56
2024 53 3 56
*The survey covered the factory of Power Logic (JiangXi TAI
YI). CO., LTD. and SUN MAX TECH LIMITED.
IV. Social Issues
(I) Does the Company have the
relevant management policies
and procedures stipulated in
accordance with the relevant
laws and regulations and
international conventions on
human rights?
V I.
SUN MAX TECH LIMITED is committed to abiding by international human rights
treaties and local regulations of global operating sites, and supporting international
labor-related human rights norms. We follow the “Universal Declaration of Human
Rights,” “United Nations Global Compact,” “International Labour Organization
Conventions,” “Guiding Principles on Business and Human Rights,” “ILO
Declaration on Fundamental Principles and Rights at Work,” “OECD Guidelines for
Multinational Enterprises,” “Responsible Business Alliance,” “Convention on the
Rights of the Child,” and “Protocol to Prevent, Suppress and Punish Trafficking in
Persons” to prevent any violations or human rights abuses, and to respect human
rights and otherpolicies protecting business ethics, the environment, and social
No significant
difference.

89

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
issues. Meanwhile, the “code of conduct” and “human rights policy” were
established and published on the official website of SUN MAX TECH LIMITED,
requiring all colleagues to abide by the relevant regulations when performing daily
work and conducting business.https://www.sun-
max.com.tw/governance_tw.php?id=18.
II.
In addition, the Company has formulated employment rules in accordance with
relevant labor laws and regulations, clearly defining various labor conditions and
ensuring the legal rights and interests of employees. SUN MAX TECH LIMITED
adopts a “zero tolerance” principle for misconduct and all forms of workplace
violations based on relevant reporting regulations, and encourages open
communication among employees and related parties. When an employee
experiences unfair treatment or has concerns, they may report the issue
anonymously or by name. SUN MAX TECH LIMITED is available 24/7 to receive
complaints, ensuring stakeholders can submit them regardless of language or time
zone.
(II) Has the Company formulated
and implemented reasonable
employee benefits measures
(including remuneration,
vacation and other benefits,
etc.),and appropriately reflect
V I.
Compensation for employee: The Company has set up the employee performance
management procedures, and provides reasonable compensations according to the
employees’ job duties and contribution based on the performance evaluation. The
compensation policy and procedures are resolved by the Compensation Committee.
II.
Employee welfare policy: the Company provides employee welfare in accordance
withtheLaborStandardsAct,includingleave (suchas absence of leave,marriage
No significant
difference.

90

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
operating performance or
results in employee
remuneration?
leave, funeral leave, injury/sick leave, maternity leave, and paternity leave). The
salary structure and employee welfare are stipulated in the work rules.
III.
Workplace diversity and equality: Realize wage equality and gender equality for
promotion opportunities. 21.05% of the females in the Taipei headquarters are
managers in 2025, contributing to the economic growth of gender equality. In 2025,
27.85% of the employees are female.
IV. Reflect business performance in employee remuneration: When the Company has
good operating performance, the operating performance will be properly reflected
in the year-end performance evaluation. Please refer to pages 136 to 137 of the
annual report for details on remuneration distribution.
V.
Incentives: To attract and retain the talent we need, motivate employees, enhance
employee morale and loyalty, and help them achieve long-term savings to ensure a
stable future, while enhancing employee engagement with the Company. Therefore,
employees are able to hold shares of the Company via the trust mechanism and
share in the corporate operating results.
VI. Retirement system: Please refer to page 168 of the annual report for details on
employee retirement measures.

91

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
(III) Does the Company provide
employees with a safe and
healthy work environment, and
provide safety and health
education to employees
regularly?
V I.
The Company provides a safe, comfortable, and healthy work environment,
complies with relevant laws and regulations, and promotes the concept of
environmental safety to employees. After the third-party verification of the ISO
45001 occupational health and safety management system for the factory is
performed for Power Logic (JiangXi TAI YI). CO., LTD. and SUN MAX TECH
LIMITED., the Company will continue to run the occupational safety and health
process based on the system requirements. (Validity period of the certificate for the
two factories: May 29, 2024 – May 28, 2027).
II.
The Company actively cares for the physical and mental health of its employees,
and organizes annual health checkups for them. It is hoped that a healthy and
friendly working environment can be provided.
III.
In 2025, there were no occupational injuries in Taiwan or at the factory of SUN
MAX TECH LIMITED. There were two occupational injuries in the factory of
Power Logic (JiangXi TAI YI). CO., LTD. These occupational injuries were caused
by mechanical operation negligence, and the Company immediately suspended
operations based on the accident response measures, sent personnel for immediate
medical treatment, initiated emergency procedures, and implemented employee
care mechanisms to investigate the incident. Both employees recovered and
resumed their duties. Please refer to pages 169 to 170 of the annual report for
details on work environment protection measures.
No significant
difference.

92

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
IV. On April 28 and October 29, 2025, the factory of Power Logic (JiangXi TAI YI).
CO., LTD. organized a factory-wide occupational accident and fire drill in the
factory. A total of 550 people attended for a total of 1,100 hours.
On May 23 and October 21, 2025, the factory of SUN MAX TECH LIMITED.
organized a factory-wide occupational accident and fire drill in the factory. A total
of 519 people attended for a total of 1,038 hours.
V. There was no fire incident at the Company in 2025. Fire drills and annual fire reports
are conducted on a regular basis every year, and are kept for the reference of the fire
squad.
(IV) Does the Company have an
effective career capacity
development training program
established for the employees?
V I.
The company adheres to the policy of differentiation in talent management and the
ultimate objective of overall organizational performance. The company encourages
its business managers to improve their own skills and management knowledge. To
increase its overall competitiveness, the company has implemented the
“Regulations Governing On-the-Job Training of Managers.” Additionally,
employees are encouraged to pursue continuing education and build professional
skills. The “Education training and qualification management procedure” has been
established, funds have been allocated for various educational training, seminars
are held on a regular or periodic basis and lecturers have been hired. According to
theirexpertiselevel,internalorexternaleducationtraininghas beenprovided to
No significant
difference.

93

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
employees in order to cultivate their professional skills and encourage their
personal growth.
II.
For 2025, the Taipei headquarters conducted physical or online internal training
courses, resulting in a total of 653.5 hours of internal and external training. Please
referto pages163 to167 ofthe annual reportfora detailedlist ofcourses.
(V) Regarding customer health and
safety, customer privacy,
marketing, and labeling of
products and services, does the
Company comply with relevant
regulations and international
standards, and formulate
relevant consumer protection
policies and appeal procedures?
V The Company regards customers as important partners and provides strict protection for
customer privacy and confidential information, treating it with the same level of security
as its own confidential information. The Company continuously improves its information
security system and strengthens its protective capabilities. In addition to complying with
national laws and regulations, we set “Privacy Protection Policy” covering all branches,
operating sites, subsidiaries, and suppliers. We also implement strict personal data
privacy security management and protection measures, formulate customer rights
protection policies, and provide grievance channels. With a goal of achieving “zero
tolerance,” we implement the “Information and Communication Security Policy” and
“Privacy Protection Policy” from the source, integrating information security into daily
operations and ensuring “zero” major information security and personal data incidents.
Meanwhile, SUN MAX TECH LIMITED will sign a non-disclosure agreement (NDA)
with customers and strictly adhere to the contract terms. Since opening, we have never
violated any contractual obligations and have no record of violating relevant laws and
regulations. We have earned high recognition and trust within the industry.
No significant
difference.

94

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
Before the relevant business is promoted, a risk assessment will be conducted to review
and evaluate the legitimacy of data access and ensure the integrity of data protection
mechanisms to mitigate risks associated with data processing. The collection, processing,
utilization, and protection of personal data privacy involved in the course of operations
are subject to relevant government laws and regulations and are conducted within the
scope of those regulations. Personal data was not provided, rented, or disclosed to third
parties in any disguised form, and the Company is committed to maintaining the security
and privacy of customer data.
(VI) Whether the company has
supplier management policy and
requests suppliers to comply
with environment conservation,
occupational safety and health
or labor rights and their
implementation.
V I.
The Company is committed to building a good development cycle with suppliers,
creating a long-term partnership of mutual survival and prosperity, and improving
product quality. The Company also actively collaborates with suppliers on
development and pays attention to their sustainable development issues and
environmental friendliness. Regular supplier assessments are conducted and
communication channels are established to actively promote suppliers’
implementation of social responsibilities and their pursuit of sustainable
development.
II.
Supplier evaluation
SUN MAX TECH LIMITED conducts a supplier assessment every year. The
assessment includes supplier’s quality, pricing, delivery, sustainable development,
and service ability. The Company has long-term cooperative relationships with
outstanding suppliers and promotes theimportance ofenvironmental, social, and
No significant
difference.

95

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
corporate governance (ESG) compliance to suppliers. For the manufacturers with
excellent results of the evaluation, orders will be increased to reward them. For
the manufacturers with unsatisfying results of the evaluation, they are required to
make improvements and orders will be suspended when necessary. At the same
time, suppliers are required to sign the “Social Responsibility Pledge” and
“Environmental Protection Guarantee.” They are expected to fulfill corporate
social responsibility while pursuing business interests.
V. Has the Company consulted the
standard or directions
commonly used worldwide in
compiling the sustainable report
for the disclosure of non-
financial information on the
Company? Is the
aforementioned report subject to
the validation or guarantee by a
third-party accreditor?
V I.
As of the date of publication of the annual report, the company's sustainability
report is under preparation. The content is prepared in accordance with the
guidelines and structure of the GRI Standards published by the Global Reporting
Initiative (GRI). The report details how SUN MAX TECH LIMITED (hereinafter
referred to as SUN MAX TECH or the Company) fulfills its corporate social
responsibility, along with specific measures the Company actively takes in areas
such as sustainable management, corporate governance, ethical management,
operational performance, customer service, product quality, sustainable supply
chain management, green production for a sustainable environment, and promoting
a healthy and safe working environment.
II.
This report has not been assured by a third party, and will be arranged in
accordance with the schedule of the “ESG Sustainable Development Action Plan
for TWSE and TPEx Listed Companies” in the future. This report will provide
reliable and transparent data ontheissues ofconcerntoinvestors, promote two-
No significant
difference.

96

Items for evaluation Implementation Status Implementation Status Implementation Status Deviations
from
“Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies”
and reasons
Yes No Summary
way communication with internal and external stakeholders, and fully present the
transparency and reliability of the Company’s management approach and data on
various topics of corporate sustainable development.
VI. For companies who had established Sustainable Development Best Principles of conducts in accordance with the “Sustainable Development Best
Practice Principles for TWSE/GTSM-Listed Companies”, please describe the current practice and any deviations from the code of conduct:
The Company has set up the “Code of Practice for Sustainable Development” and is committed to promoting sustainable development, without major
deviations from that of the Code of Practice.
VII. Other important information that helps understand the implemented sustainability:
In addition to emphasizing on regulatory compliance to protect all stakeholders, it also has its own social responsibility requirement of concern to the
society and expected of enterprises, forming a part of its corporate culture.

97

Climate-Related Information of TWSE / TPEx Listed Company

1. Implementation of Climate-Related Information

Item Implementation status
1. Describe the board of directors’ and
management’s oversight and governance of
climate-related risks and opportunities.
The Board of Directors of the Company is the highest-level governing body for climate-related risks
and opportunities, and the Sustainable Development Committee was established under the Board on
August 15, 2025. The Committee is responsible for reviewing sustainable development policies,
strategies, and management guidelines, and supervising the Company’s implementation of climate
change response measures and plans.
2. Describe how the identified climate risks and
opportunities affect the business, strategy, and
finances of the business (short, medium, and
long term).
The Company is actively researching and developing solutions to reduce the operational and financial
impacts of climate change, and effectively enhance the Company’s climate resilience. The
Company’s legal requirement is short term, 3 years or less; mid-term, 3–5 years; and long-term, 5
years or more. In addition, the Company further evaluates the visible and potential impact of climate
change on the Company.
Risks are identified as transition risks and physical risks. Opportunities are product opportunities and
resilience opportunities. Please refer to the Company’s official website “Climate Change Response”
section for details.
https://www.sun-max.com.tw/responsibility_tw.php?id=31
3. Describe the financial impact of extreme
weather events and transformative actions.
The Company’s operations may face various extreme climate risks, such as high temperatures,
droughts, typhoons, heavy rainfall, floods, and other extreme weather disasters, which may directly
or indirectly cause malfunctions and abnormalities of machinery and equipment in a short time, and
may cause delays in delivery of goods, limitations on production capacity, and employees having
commute problems, among other circumstances. Such circumstances may also have a partial impact
on the Group’s operations. However, these impacts are temporary and short-term and are not
expected to cause significant financial impacts in the long term.
The Group has taken out insurance for fixed assets, machinery and equipment, inventories, etc.
according to characteristics of operating areas to mitigate possible losses. However, these insurance
policies may not provide adequate protection under certain circumstances and may adversely affect
operations. However, it also provides opportunities for the Company to respond to such risks. If it is
successfully transformed, it can bring long-term profits and improve climate resilience.
4. Describe how climate risk identification, The Company established the“Risk Management Best Practice Principles”on November 11, 2022.

98

Item Implementation status
assessment, and management processes are
integrated into the overall risk management
system.
The Company breaks it down into the primary parts of corporate governance, sustainable
environment (including but not limited to climate risk), supply chain/partnerships, and social
responsibility, and mainly evaluates the risks of each part, and the heads of Audit, Stock Affairs,
Finance, Information Security, Human Resources, Research and Development Departments, and
decision makers in Power Logic (JiangXi TAI YI). CO., LTD. and SUN MAX TECH LIMITED.
regularly review the business risks of each department and put forward response measures to address
these risks, and report them in the Board of Directors’ Meeting to strengthen the Company’s ability
to respond to risks.
5. If scenario analysis is used to assess resilience
to climate change risks, the scenarios,
parameters, assumptions, analysis factors and
major financial impacts used should be
described.
In order to respond to the potential hazards caused by short-term, mid-term, and long-term climate
risks on SUN MAX TECH LIMITED, the Company’s scenario analysis is based on the scenario
analysis of the “Taiwan Climate Change Projection Information and Adaptation Knowledge
Platform” website. The website has detailed the analysis of various scenarios, and built the climate
scenarios of the local climate change estimation model in Taiwan. The low-carbon emissions
scenarios of IPCC AR6 SSP5-2.6 and the extremely high emissions scenarios of SSP5-8.5 are
selected for the climate scenario, to discuss the natural disasters that continue to intensify due to high
temperatures and heavy rainfall. For the business impact of SUN MAX TECH LIMITED, please
refer to the Company’s official website “Climate Change Response” for detail.
https://www.sun-max.com.tw/responsibility_tw.php?id=31
6. If there is a transition plan for managing
climate-related risks, describe the content of
the plan, and the indicators and targets used to
identify and manage physical risks and
transition risks.
The Company promotes various energy-saving programs, sets up photovoltaic plants, and conducts
greenhouse gas carbon inventory, to implement carbon reduction and energy-saving planning, and
gradually achieve climate risk transition.
7. If internal carbon pricing is used as a planning
tool, the basis for setting the price should be
stated.
The Company is currently not within the scope of carbon tax or compulsory carbon trading
management; hence it has not used internal carbon pricing as a planning tool.
8. If climate-related targets have been set, the
activities covered, the scope of greenhouse gas
emissions, the planning horizon, and the
progress achieved each year should be
specified. If carbon credits or renewable energy
certificates (RECs) are used to achieverelevant
The Company has followed the TCFD framework to conduct risk identification and analysis for
climate risk, and strengthened climate management response. Please refer to the Company’s official
website “Climate Change Response” section for details.
https://www.sun-max.com.tw/responsibility_tw.php?id=3

99

Item Implementation status
targets, the source and quantity of carbon
credits or RECs to be offset should be
specified.
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).
The Group has initiated the Group’s greenhouse gas inventory in 2023 and set 2023 as the base year
for inventory. Various inventory operations for 2025 are still ongoing. The Company’s largest
emission source is the purchased electricity in Scope 2. To conserve electricity, the Company has
promoted the energy-saving policy in the office and production base factories, checked the energy-
consuming equipment, and prioritized energy-saving equipment for replacement, to achieve
greenhouse gas reduction.
Greenhouse gas emission in the past two years:
Unit: tonCO2e
Year
Scope 1
Direct greenhouse
gas emission
Scope 2
Indirect greenhouse
gas emission
Scope 3
Other greenhouse
gas emissions
Total
emissions
2025
240.5714
2643.8009
8436.5878
12630.495
2024
228.3108
2283.2610
8708.5046
11956.841
The organizational boundaries include the Taipei Office, Cicheng Technology Co., Ltd., and
the factory of Power Logic (JiangXi TAI YI) CO., LTD. and SUN MAX TECH LIMITED.
Scope 3 greenhouse gas emissions include: Category 3 – Indirect GHG emissions from
transportation, Category 4 – Indirect GHG emissions from products used in the organization.
*The 2025 data has not been verified by a third-party verification unit, and the external
verification is still ongoing. The latest data and verification results will be disclosed on the
Company’s website and the 2025 sustainability report.
Greenhouse gas assurance status:
As of the publication date of the annual report, the third-party verification unit is currently reviewing
the 2025 carbon emission data. The complete information will be disclosed in the sustainability report.
The 2024 carbon emission data has been certified by a third-party verification agency, and the
certification was completed by AFNOR Asia, Ltd.

100

  • (VII) The Bank’s ethical corporate management performance and its difference from the “Ethical Corporate Management Best-Practices Principles for TWSE/GTSM Listed Companies” and the root causes
Items for evaluation Implementation Status Implementation Status Implementation Status Difference with
other companies
listed in
TWSE/GTSM in
best-practice
principles of
businessintegrity
Yes No Summary
I.
The policy and plan of business integrity
(I) Has the Company specified its
policy and method for the
implementation of ethical
corporate management in its
internal rules and regulations
and external documents, and
have the Board and the
management of the Company
promised to pursue the policy
of ethical corporate
management?

V
(I)
The Company has set up
the “Business Integrity
Rules” and “Business
Integrity Operating
Procedures and Conduct
Guidelines,” and both of
them were approved by
the Board of Directors on
June 28, 2017, and the
latest amendment was
made on March 19, 2022.
The “Internal Major
Information Handling and
Insider Trading Prevention
Management” was
approved by the Board of
Directors on April 29,
2016, and the latest
amendment was made on
August 29, 2022.
(II) The Company values and
adheres by justice,
honesty, and integrity.
Therefore, all managers
and employees must abide
by relevant conduct rules
when engaging in any
activities.
(III) Refer to Page 109 of the
Annual Report for the
Company’s
implementation of the
business integrity
education training.
(IV) The Company has
published the status of its
ethical management.
Please go to “Corporate
Governance-Corporate
Governance” in our
websitefordetails.

No significant
difference.

101

Items for evaluation Implementation Status Implementation Status Implementation Status Difference with
other companies
listed in
TWSE/GTSM in
best-practice
principles of
businessintegrity
Yes No Summary
(II) Has the Company had
established a risk assessment
mechanism against unethical
conduct, regularly analyzed
and assessed business
activities within the business
scope which were at a higher
risk of being involved in
unethical conduct and
established prevention
programs accordingly that at
least included the preventive
measures against the conducts
specified in Article 7,
paragraph 2 of the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/GTSM Listed
Companies?”
V The Company has formulated
the “Regulations Governing
Handling of Material Inside
Information and Prevention of
Insider Trading”, which
specifies that no director,
managerial officer, or employee
with knowledge of material
inside information of the
Company may divulge the
information to others; no
director, managerial officer, or
employee of the Company may
inquire about or collect any
non-public material inside
information of the Company not
related to their individual duties
from a person with knowledge
of such information, nor may
they disclose to others any non-
public material inside
information of the Company of
which they become aware for
reasons other than the
performance of their duties. Any
organization or person outside
of the Company that is involved
in any corporate action of the
Company relating to a merger
or acquisition, major
memorandum of understanding,
strategic alliance, other business
partnership plans, or the signing
of a major contract shall be
required to sign a
confidentiality agreement, and
may not disclose to another
party any material inside
information of the Company’s
thus acquired. The Company
also provides insider trading for
directors and all employees to
prevent unethicalconduct.



No significant
difference.

102

Items for evaluation Implementation Status Implementation Status Implementation Status Difference with
other companies
listed in
TWSE/GTSM in
best-practice
principles of
businessintegrity
Yes No Summary
(III) Whether the company has
plans for dishonest behavior
prevention, and each plan has
procedures, behavior
guidelines, penalty for
violations and complaints,
which are strictly
implemented and periodically
reviewed and corrected.
V The Company has included the
plan of preventing unethical
conduct in the “Procedures for
Ethical Management and
Guidelines for Conduct.” The
plan specifies the processes of
receiving improper profits,
prohibition on facilitation
payments, political donations,
charitable donation or
sponsorship, recusal from
conflict of interests, how to
handle the unethical conducts
by employees or outside parties.
Additionally, there are work
rules and educational
propaganda reminding the
employees of the importance of
ethical conduct from time to
time and regular reviews apply.
There are also employee
discipline procedures as the
basis for imposing punishments
on employees who engaged in
unethical conduct. The
whistleblower reporting form
for complaints is available at
“Corporate Social
Responsibility – Stakeholder”
section.

No significant
difference.
II.
The Materialization of Business Integrity
(I) Does the company have the
integrity of the trade
counterparty assessed and
with the code of integrity
expressed in the contract
signed?
V Prior to transacting, the
Company shall investigate the
credibility of transacting parties
in accordance with internal
control related guidelines and
find out if the involved parties
incurred dishonest transaction
conducts.
Customer: The Company has
stipulated the “Customer Credit
Management Regulations” to
conduct credit investigation on
the customer’s operation,
financial background, and sales
policy. With the establishment
No significant
difference.

103

Items for evaluation Implementation Status Implementation Status Implementation Status Difference with
other companies
listed in
TWSE/GTSM in
best-practice
principles of
businessintegrity
Yes No Summary
of the Regulations, the
Company creates customer data
to determine the customer’s
credit limit and set credit limit
control in the ERP system.
Manufacturer: SUN MAX
TECH LIMITED treats
suppliers as long-term
sustainability partners. To
uphold business integrity and
align with international human
rights and labor standards (such
as the Responsible Business
Alliance (RBA)), we actively
promote our supplier
management policy.
As of 2025, SUN MAX TECH
LIMITED has signed the
“Social Responsibility
Commitment” with key
suppliers, achieving an overall
signing rate of 83.72%. They
are expected to fulfill corporate
social responsibility while
pursuing businessinterests.
(II) Does the Company set up a
unit dedicated to promoting
ethical corporate management
under the board of directors,
and regularly (at least once a
year) report to the board of
directors its ethical corporate
management policies and
unethical conduct preventive
action and the implementation
of supervision?
V The company has not yet
established a unit dedicated to
promoting ethical corporate
management best practices. The
legal department serves as the
unit responsible for
concurrently promoting ethical
best practices in corporate
management and is in charge of
related matters.
The company has set up the
“Ethical Corporate Management
Best Practice Principles” and
the “Codes of Ethical Conduct,”
as well as a reporting system to
discourage any illegal or
conducts in violation of ethical
conduct and ethical corporate
management best practice
policies. Related situations are
reported to the board of


Based on the
company’s future
operating needs,
a dedicated unit
under the board
of directors for
promoting ethical
corporate
management best
practice has been
established.

104

Items for evaluation Implementation Status Implementation Status Implementation Status Difference with
other companies
listed in
TWSE/GTSM in
best-practice
principles of
businessintegrity
Yes No Summary
directors once a year. On
February 2, 2026, the execution
status was reported to the board
of directors.
(1) The Company has
implemented the following
policies for ethical corporate
management:
1. Refer to Page 109 of the
Annual Report for the
Company’s implementation
of the business integrity
education training.
2. Whistleblower system and
whistleblower protection: No
relevant reports were
receivedin 2025.
(III) Does the Company have
developed policies to prevent
conflicts of interest, provided
adequate channel for
communication, and
substantiated the policies?
V The company has established
the “Ethical Corporate
Management Best Practice
Principles,” the “Procedures for
Ethical Management and
Guidelines for Conduct” and
other regulations. These
regulations stipulate the policies
for the preventing the conflict of
interest and provide appropriate
channels for making statements.
This company complies with
Article 19 of the “Ethical
Corporate Management Best
Practice Principles” and Article
15 of the “Regulations
Governing Procedures for
Board of Directors’ Meetings.”
If a motion requires the
avoidance of conflicts of
interest at every board of
directors’ meeting, the convener
must remind the interested party
to leave before the motion is
read. In 2025, eight board of
directors meetings were
convened in accordance with
the“Regulations Governing




No significant
difference.

105

Items for evaluation Implementation Status Implementation Status Implementation Status Difference with
other companies
listed in
TWSE/GTSM in
best-practice
principles of
businessintegrity
Yes No Summary
Procedure for Board of
Directors’ Meetings.”
(IV) Does the Company have
established an effective
accounting system and
internal control system for the
implementation of ethical
corporate management, and
the internal audit unit based
on the assessed risk of
unethical conduct to formulate
relevant audit plans, and
check the compliance with the
unethical conduct preventive
action or commission an
accountant to perform the
check?


V
In addition to the Ethical
Corporate Management Best-
Practice Principles for
regulating the management, the
Company has established the
“Regulations Governing
Transactions with Group
Enterprises, Specified
Companies, and Related
Parties” and the “Regulations
Governing the Relevant
Financial and Business
Operations between Related
Parties” for related party
transactions.
The internal audit office, every
year, plans a operating program
to check the accounting system,
implementation of internal
control system and ethical
management in accordance with
the “Regulations Governing the
Establishment of Internal
Control Systems by Public
Companies” and “Ethical
Management Best Practice
Principles”

No significant
difference.
(V) Has the Company organized
corporate management
internal and external
education and training
programs on a regular basis?
V The Company’s execution of
ethical operation training can be
found on page 109 of this
Annual Report. Other
information is available at
“Corporate Governance –
Corporate Governance”section.
No significant
difference.
III. The operations of the Company’s Report System
(I) Does the Company have a
specific report and reward
system stipulated, a
convenient report channel
establishedanda responsible
V The Company has set up the
“Guidelines for Reporter
Exercise and Protection” and
has designated an email box
(impeach@@powerlogic.tw)
No significant
difference.

106

Items for evaluation Implementation Status Implementation Status Implementation Status Difference with
other companies
listed in
TWSE/GTSM in
best-practice
principles of
businessintegrity
Yes No Summary
staff designated to handle the
individual being reported?
for reporting cases and a
responsible staff designated to
handle the individual being
reported, ensuring reporters’
unobstructed communication
channels, protecting specific
reporting and incentive systems,
and maintaining the Company’s
business integrity related
operations.
The Guidelines stipulated
relevant dedicated personnel for
handling reported cases.
Investors may visit the
“Corporate Governance Area-
Rules and Regulations” on the
company websitefordetails.
(II) Has the Company established
the standard operation
procedures for the
investigation of complaints as
reported, follow-up actions
after the investigation, and
related mechanisms for
confidentiality?
V The Company has established
“Whistleblower System and
Protection” and a dedicated
email box
(impeach@@powerlogic.tw) to
ensure direct communication.
Each accusation received will
be complied and filed after the
investigation is completed. No
accusation or reporting had
been received as of the printing
date of the annual report.
Investors can refer to the
disclosure under “Corporate
Social Responsibility-
Stakeholders.”
No significant
difference.
(III) Has the Company taken
proper measures to protect the
whistle-blowers from
suffering any consequence of
reporting an incident?
V The Company has established
“Whistleblower System and
Protection” which explicitly
states that no whistleblower is
subject to punishments or
similar treatments. No
accusation or reporting had
been received as of the printing
date ofthe annual report.
No significant
difference.

107

Items for evaluation Implementation Status Implementation Status Implementation Status Difference with
other companies
listed in
TWSE/GTSM in
best-practice
principles of
businessintegrity
Yes No Summary
IV. Enhancing Information
Disclosure
(1) Does the Company have the
contents of corporate
management and its
implementation disclosed on
the website and MOPS?
V The Company has disclosed its
ethical management operations
and the implementation status
in the Company website and
Market Observation Post
System. The investor can look
into to the disclosure under
“Corporate Governance-
Corporate Governance” in the
website.
No significant
difference.
V. Where the Company may have establish its own business integrity best-practice principles in
accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM-
Listed Companies”, and shall elaborate the practice of business integrity and the variations from
the aforementioned regulation: No significant difference
The Company has set up Business Integrity Rules. All company staff, managers, and board members
must abide by the norms and relevant provisions in the guidelines. The Company’s business integrity
rules-based operations and the contents of the norms show no difference. Refer to Page 109 of the
annual reportforthe Company’simplementationofthe businessintegrity educationtraining.
VI. Other important information that helps to understand the practice of business integrity of the
company (e.g., the review and revision of the best-practice principles of the Company in business
integrity)
1. The Company regularly arranges corporate governance courses for directors to attend and
irregularly advocates the business integrity policy through internal meetings.
2. The Company strictly complies with the Company Act, Securities and Exchange Act, relevant
regulations for TAIEX listed and OTC listed companies, and other relevant business conduct
regulations, which shall serve as the basis for implementing business integrity.
3. Please refer to the “Corporate Governance” and “Social Responsibility” in the Company website,
http//www.sun-max.com.tw.
  • (VIII) Any other vital information that helps to understand the performance of corporate governance of the Company shall also be disclosed:

  • (1) Comply with the internal control system, implement internal control self-assessments, and strengthen audits and submissions to the board, thereby achieving the purpose of receiving board concern and supervision.

  • (2) Implement the spokesperson system, make timely major information announcements on the Public Information Observatory, and strengthen information transparency and the maintenance of investors’ rights.

  • (3) In order to strengthen corporate governance, the company board has passed the “Code of Practice for Corporate Governance,” the “Business Integrity Rules,” the “Business Integrity Operating Procedures and Operational Guidelines,” the “Code of Practice for Sustainable Development,” “Moral Conduct Standards,” “Major Accidental Event Notification Procedure,” “Risk Control Operation Norms,” “Board Diversity Policy,” and “Guidelines for Board Performance Assessment.” Other relevant norms will continue to be modified to implement the highest principle of corporate governance.

108

  • (4) Continue to schedule courses and arrange education courses for directors and supervisors to take education courses, thereby achieving the spirit of corporate governance implementation by the board.

Company Business Integrity Policy Implementation and Education Training Conduction Situation in 2025:

Title Name Organizer Course Name Training
date
Training hours
Audit
Manager
CHEN, o
CHENG
The Institute of
Internal
Auditors, R.O.C

Board of Directors and
functional committees
(audit, remuneration)
Regulation analysis and
audit key points
2025/5/14 6
Audit
Manager
CHEN, o
CHENG
The Institute of
Internal
Auditors, R.O.C

Analysis of directors’
due diligence,
governance, and the
effectiveness of internal
control systems
2025/6/9 6
Vice
President
and Chief
Corporate
Governance

YAO o Min
Securities and
Futures Institute

Briefing on law
compliance advocacy for
equity transaction by
insiders in 2025

2025/10/31
3
Vice
President
and Chief
Corporate
Governance

YAO o Min
Finance
Research and
Development
Foundation
DEI diversity, equity,
and inclusion
2025/11/10 3
Vice
President
and Chief
Corporate
Governance

YAO o Min
Finance
Research and
Development
Foundation
How AI Enhances
Operational Efficiency
and Service Quality, and
Case Study on AI
Transformation
2025/11/10 3
Vice
President of
R&D

HSIEH, o
CHUNG
Finance
Research and
Development
Foundation
DEI diversity, equity,
and inclusion
2025/11/10 3
Vice
President of
R&D

HSIEH, o
CHUNG
Finance
Research and
Development
Foundation
How AI Enhances
Operational Efficiency
and Service Quality, and
Case Study on AI
Transformation
2025/11/10 3
Chief
Technology
Officer

HUANG o
Lieh
Finance
Research and
Development
Foundation
DEI diversity, equity,
and inclusion
2025/11/10 3
Chief
Technology
Officer

HUANG o
Lieh
Finance
Research and
Development
Foundation
How AI Enhances
Operational Efficiency
and Service Quality, and
Case Study on AI
Transformation
2025/11/10 3
Audit
Manager
CHEN, o
CHENG
Finance
Research and
DEI diversity, equity,
and inclusion
2025/11/10 3

109

Title Name Organizer Course Name Training
date
Training hours
Development
Foundation
Audit
Manager
CHEN, o
CHENG
Finance
Research and
Development
Foundation
How AI Enhances
Operational Efficiency
and Service Quality, and
Case Study on AI
Transformation
2025/11/10 3
Special
Assistant to
the
President

Hsu, o Heng
Finance
Research and
Development
Foundation
DEI diversity, equity,
and inclusion
2025/11/10 3
Special
Assistant to
the
President

Hsu, o Heng
Finance
Research and
Development
Foundation
How AI Enhances
Operational Efficiency
and Service Quality, and
Case Study on AI
Transformation
2025/11/10 3
Senior
Manager of
Sale
department

Tsai o Chang

Finance
Research and
Development
Foundation
DEI diversity, equity,
and inclusion
2025/11/10 3
Senior
Manager of
Sale
department

Tsai o Chang

Finance
Research and
Development
Foundation
How AI Enhances
Operational Efficiency
and Service Quality, and
Case Study on AI
Transformation
2025/11/10 3
All directors, supervisors
and staff
(75 persons)
Internal training
and promotion
at SUN MAX
TECH
LIMITED
Insider trading
prevention training and
promotion
2025/6/9 Promotion in
electronic form
All directors, supervisors
and staff
(75 persons)
Internal training
and promotion
at SUN MAX
TECH
LIMITED
Insider trading
prevention training and
promotion
2025/11/15 Promotion in
electronic form

110

  • (IX) The following shall be disclosed in the pursuit of the internal control system:

  • (1) Declaration of Internal Control:

SUN MAX TECH LIMITED

Declaration of Internal Control System:

Date: March 9, 2026

The following declaration is based on the 2025 self-audit on the Company’s internal control policies:

  • I. The Company and its subsidiaries are well aware that the establishment, implementation, and maintenance of the internal control system are the responsibility of the board and managers, and the Company has already set up such a system. The purpose is to provide reasonable assurance on the achievement of operating effectiveness and efficiency (including profits, performance, and assets safeguarding), reporting matters with reliability, timeliness, and transparency, and compliance with the relevant law and regulations.

  • II. Internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide a reasonable assurance of the achievement of the above three objectives; moreover, due to changes in the environment and circumstances, the effectiveness of the internal control system may change accordingly. Furthermore, environmental and situational changes may affect the effectiveness of internal control policies. However, self-supervision measures were implemented within The Company’s internal control policies to facilitate immediate rectification once procedural flaws have been identified.

  • III. The Company determines the effectiveness of the design and implementation of its internal control system in accordance with the criteria of the effectiveness of the internal control system stipulated in the "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as the "Regulations"). The criteria introduced by “The Governing Principles” consisted of five major elements, each representing a different stage of internal control: 1. Control environment, 2. Risk evaluation and response, 3. Procedural control, 4. Information and communication, 5. Supervision. Each element further contains several items. Please refer to “The Governing Principles” for details.

  • IV. The Company has adopted the aforementioned criteria of internal control system to evaluate the effectiveness of the design and implementation of its internal control system.

  • V. The Company, according to the aforementioned evaluation results, thinks the Company’s internal control system (including the supervision and management over the subsidiaries) on December 31, 2025, including understanding the effectiveness and efficiency of operations, reporting the internal control design and implementation with effectiveness, timeliness, transparency, and compliance with the relevant requirements and regulations and laws; therefore, a reasonable assurance on the achievement of the aforementioned goals is provided.

  • VI. This statement will become the main content of the Company's annual report and prospectus, and will be made public. This statement of declaration shall form an integral part of the annual report and prospectus on the company and will be announced. If there is any fraud, concealment and unlawful practice discovered in the content of the aforementioned information, the company shall be liable to legal consequences under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchanges Act.

  • VII. This declaration was approved by The Company’s Board of Directors in the meeting dated March 9, 2026. None of the 7 directors present to the meeting held any objections, and had unanimously agreed to the contents of this declaration.

SUN MAX TECH LIMITED

Chairman: SINOTEAM HOLDINGS INC.

Representative: HSU Wen-Faung Signature President: HSU Wen-Faung Signature

111

  • (2) For the CPAs specifically commissioned to review the internal control system, the Independent Auditor’s Report should be disclosed: None.

  • (X) In the current year and as of the date of annual report printing, the important resolutions and execution status of the shareholders’ meetings, board, Remuneration Committee, and Audit Committee:

  • (1) The resolution execution situation of the shareholders’ meeting on May 29, 2025: First case acknowledged: Passed the Company’s 2024 annual business report and financial statements.

The voting status on the case is:

financial statements.
The voting status on the case is:
Poll result % of voting rights of
attending shareholders
Pros: 24,865,917 (including 1,017,522 for e-voting) 95.95%
Cons: 7,535 (including 7,535 for e-voting) 0.03%
Weight of no-votes: 0 (including 0 for e-voting) 0.00%
Waiver and non-voting weights: 1,043,093 (including
1,043,093 for e-voting)
4.02%

Implementation: The total number of voting rights represented by the attending shareholders was 25,916,545, and the proposal was approved as-is.

Second case acknowledge: Passed the Company’s 2024 annual earnings distribution case.

The voting status on the case is:

distribution case.
The voting status on the case is:
Poll result % of voting rights of
attending shareholders
Pros: 24,863,914 (including 1,015,519 for e-voting) 95.94%
Cons: 9,549 (including 9,549 for e-voting) 0.04%
Weight of no-votes: 0 (including 0 for e-voting) 0.00%
Waiver and non-voting weights: 1,043,082 (including
1,043,082 fore-voting)
4.02%

Implementation: The total number of voting rights represented by the attending shareholders was 25,916,545, and the proposal was approved as-is. The dividends distribution amounting to NT$90,949,978 was concluded on August 29, 2025.

First case of discussion: Passed revisions to the “Articles of Association The voting status on the case is:

First case of discussion: Passed revisions to the“Articles
The voting status on the case is:
of Association
Poll result % of voting rights of
attending shareholders
Pros: 24,866,636 (including 1,018,241 for e-voting) 95.95%
Cons: 7,892 (including 7,892 for e-voting) 0.03%
Weight of no-votes: 0 (including 0 for e-voting) 0.00%
Waiver and non-voting weights: 1,042,017 (including
1,042,017 for e-voting)
4.02%

Execution status: Submitted for Shareholders’ Meeting recognition. The total number of voting rights represented by the attending shareholders was 25,916,545, and the proposal was approved as-is. The proposal is disclosed on the Company’s website.

112

Election: Election of all directors. Election results: The voting status on the case is:

Title Name Elected shareholding
Director SINOTEAM
HOLDINGS INC
24,942,746
Representative: HSU Wen-Faung
Director LUXURY SHINE INTERNATIONAL
LIMITED
24,890,056
Representative: Chang Yuan-Fen
Director LAI, Jen-Chung 24,894,394
Independent
director
Kuan Chih-Liang 24,701,328
Independent
director
Cheng Yi-Teng 24,696,233
Independent
director
Chang Cheng-Hsing 24,703,030
Independent
director
CHOU, YI-HSIN 24,695,834

Other matters: Proposal for canceling the non-compete restriction for new directors and their representatives.

The voting status on the case is:

and their representatives.
The voting status on the case is:
Poll result % of voting rights of
attending shareholders
Pros: 24,844,505 (including 996,110 for e-voting) 95.86%
Cons: 28,318 (including 28,318 for e-voting) 0.11%
Weight of no-votes: 0 (including for e-voting) 0.00%
Waiver and non-voting weights: 1,043,722 (including
1,043,722 for e-voting)
4.03%

Execution status: Submitted for Shareholders’ Meeting recognition. The total number of voting rights represented by the attending shareholders was 25,916,545, and the proposal was approved as-is and posted on the Company’s website.

Note: There were no questions from shareholders at the regular shareholders’ meeting.

113

(2) Important Resolutions Passed by the Board:

Meeting
date
Meeting Major Board of Directors resolutions in 2025
2025/1/13 The 17th
meeting
of the 4th
term of
the Board
of
Directors
Proposal 1 Motion go distribute year-end bonus for 2024
Resolutions
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang
Yuan-Fen, the representative of LUXURY SHINE
INTERNATIONAL, LIMITED, recused from the discussion to
avoid conflict of interest due to their employee status. The
chair, HSU Wen-Faung, the representative of SINOTEAM
HOLDINGS, INC. appointed Independent Director CHIU,
Shih-Fang to act as the chairman of the Board. The proposal
was passed without objections through the voting rights
exercised by the other five attending directors. All five directors
voted in favor of the proposal by a show of hands.
The management team present at the meeting was an interested
party with respect to this proposal and recused themselves from
the voting.
Proposal 2 Proposal for 2025 criteria of the performance evaluation and
compensation standards for Board of Directors and the general
managers.




Resolutions

Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang
Yuan-Fen, the representative of LUXURY SHINE
INTERNATIONAL, LIMITED, recused from the discussion to
avoid conflict of interest due to their employee status. The
chair, HSU Wen-Faung, the representative of SINOTEAM
HOLDINGS, INC. appointed Independent Director CHEN,
Tien-Szu to act as the chairman of the Board. The proposal was
passed without objections through the voting rights exercised
by the other five attending directors. All five directors voted in
favor of the proposal by a show of hands.
The management team present at the meeting was an interested
party with respect to this proposal and recused themselves from
the voting.
Proposal 3 The Company’s salary adjustment for 2025.
Resolutions
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang
Yuan-Fen, the representative of LUXURY SHINE
INTERNATIONAL, LIMITED, recused from the discussion to
avoid conflict of interest due to their employee status. The
chair, HSU Wen-Faung, the representative of SINOTEAM
HOLDINGS, INC. appointed Independent Director CHEN,
Tien-Szu to act as the chairman of the Board. The proposal was
passed without objections through the voting rights exercised
by the other five attending directors. All five directors voted in
favor of the proposal by a show of hands.
The management team present at the meeting was an interested
party with respect to this proposal and recused themselves from
the voting.

114

Meeting
date
Meeting Major Board of Directors resolutions in 2025
Proposal 4 Replacement of CPAs in 2025 and assessment of their
independence and competence
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 5 Review 2025 audit fee proposed by Deloitte Taiwan.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 6 Non-assurance Engagements Provided by Deloitte Taiwan in
2025.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 7 The Company intends to endorse and guarantee a short-term
loan of US$5 million from Taishin International Bank for its
subsidiary, SUNNY SHARP INTERNATIONAL LIMITED
TAIWAN BRANCH.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 8 The issue that the subsidiary Power Logic Tech. Inc. intends to
apply to Taishin International Bank for a secured loan as short-
term working capital within the limit of NT$121 million.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 9 Amendment to the Company’s “Regulations Governing the
Management of Intellectual Property Rights”
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 10 Amendments to the “Articles of Incorporation”.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 11 Establishment of the “Nomination Committee” of the Company
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 12
Appointed candidates for the fifth session of directors and
supervisors, as well as the chief executive officer of the
subsidiary“CichengTechnology Co.,Ltd.”

115

Meeting
date
Meeting Major Board of Directors resolutions in 2025
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
2025/3/10 The 18th
meeting
of the 4th
term of
the Board
of
Directors
Proposal 1 The 2024 Business Report and consolidated financial
statements of 2024.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 2 The Company’s 2024 Employee Remuneration and Directors
Remuneration Distribution Case

Resolutions

Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang
Yuan-Fen, the representative of LUXURY SHINE
INTERNATIONAL, LIMITED, recused from the discussion to
avoid conflict of interest due to their employee status. The
chair, HSU Wen-Faung, the representative of SINOTEAM
HOLDINGS, INC. appointed Independent Director CHEN,
Tien-Szu to act as the chairman of the Board. The proposal was
passed without objections through the voting rights exercised
by the other five attending directors. All five directors voted in
favor of the proposal by a show of hands.
The management team present at the meeting was an interested
party with respect to this proposal and recused themselves from
the voting.

Proposal 3
The Company’s 2024 earnings distribution.

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 4 This is the issue that the subsidiary Power Logic Tech. Inc.
intends to sign with Taishin International Bank for a secured
loan as short-term working capital of NT$121 million. It is an
application for the use of the funds.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 5 The declaration of the Company’s 2024 internal control system
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 6 It is planned to formulate the “Supervision and Management of
Subsidiaries” in the Internal Control System – Circular Internal
Control Process Under Other Management Regulations of the
subsidiaries, TeamPlan Company and Sunny Sharp
International Limited Taiwan Branch.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.

116

Meeting
date
Meeting Major Board of Directors resolutions in 2025
Proposal 7 Amendment to “Rules of Procedure for Board of Directors
Meetings.”
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 8 Amendments to “Audit Committee Charter”.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 9 Amendments to the Company’s Rules Governing Remuneration
of Directors and Managerial Officers.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 10 “Convening the Company’s 2025 Shareholders’ Meeting
related matters”
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
2025/4/2 The 19th
meeting
of the 4th
term of
the Board
of
Directors
Proposal 1 Proposal of investment in a new 100% invested subsidiary in
Thailand through POWER LOGIC HOLDINGS INC., a wholly
owned subsidiary.

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.

Proposal 2
A proposal to authorize the Chairman to seek to acquire land
and real estate factory buildings in Thailand

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 3 Proposal of director candidates for the subsidiary “POWER
LOGIC TECH (THAILAND) CO., LTD (TBC)” in Thailand
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
2025/5/9 The 20th
meeting
of the 4th
term of
the Board
of
Directors
Proposal 1 2025Q1 consolidated financial statements

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.

Proposal 2
Acquisition of land and real estate factorybuildings in Thailand

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 3 Appointment of the highest decision-making executive in
POWER LOGIC TECH (THAILAND) CO., LTD., a subsidiary
in Thailand.

117

Meeting
date
Meeting Major Board of Directors resolutions in 2025
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 4 The Company intends to handle the offering and issuance of the
fourth unsecured convertible corporate bonds and the issuance
of new shares from cash capitalization in Taiwan.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 5 Appointment of the Company’s actingspokesman
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 6 Promotionproposals for the Company
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
2025/5/29 The First
Special
Meeting
for the
Board of
Directors
of the
Fifth
Term
Proposal 1 Election of the Company’s Chair of the Board.

Resolutions

Director Lai, Jen-Chung proposed SINOTEAM HOLDINGS,
INC. as the representative: Hsu Wen-Fang served as the
director. Other members of the Board of Directors approved the
proposal. The seven directors voted by a show of hands, and the
seven directors unanimously consented to the proposal’s
approval.
Proposal 2 Appointment of Audit Committee for the fourth term.

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 3 Appointment of Remuneration Committee for the fourth term.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 4 Appointment of Nomination Committe for the second term.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
2025/6/20 The 1st
meeting
of the 5th
term of
the Board
of
Directors
Proposal 1 Remuneration proposal for the 5th directors.



Resolutions

Because the chair, the representative of Sinoteam Holdings Inc.,
Director, Hsu Wen-Fang, has conflict of interests in this case
due to his remuneration, he recused himself, and Independent
Director, Kuan Chih-Liang acted as the chair.
Directors from SINOTEAM HOLDINGS, INC., LUXURY
SHINE INTERNATIONAL, LIMITED and LAI, Jen-Chung
recused to avoid conflict of interest. The proposal was passed
without objections through the voting rights exercised by the
four other attending directors. All four directors voted in favor

118

Meeting
date
Meeting Major Board of Directors resolutions in 2025
of the proposal. The management team present at the meeting
was an interested party with respect to this proposal and
recused themselves from the voting.
Proposal 2 Remuneration for the 5th independent directors
Resolutions
Seven committee members were present. The independent
directors Kuan Chih-Liang, Cheng Yi-Teng, Chang Cheng-
Hsing, Chou Yi-Hsin were subject to avoidance of interests due
to the remuneration issue and vital interest. The proposal was
passed without objections through the voting rights exercised
by the three attending directors. All three directors voted in
favor of the proposal.
Proposal 3 Proposal for appointment of the special assistant of the
president, Hsu, Jia-Heng, as manager.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 4 The Company amends the capital expenditure plan items and
benefit evaluation for the offering and issuance of the fourth
unsecured convertible corporate bonds and the issuance of new
shares from cash capitalization in Taiwan.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 5 Amendment to the “Operational procedures for loaning funds to
others”.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 6 It is proposed to add to the internal control system of subsidiary
Power Logic Tech. Inc. – production cycle and research and
development cycle.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
2025/8/15 The 2nd
meeting
of the 5th
term of
the Board
Proposal 1 2025 Q2 consolidated financial statements

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.

119

Meeting
date
Meeting Major Board of Directors resolutions in 2025
of
Directors
Proposal 2 The Company intends to endorse and guarantee a mid-term loan
of US$3.8 million from China Trust Bank for POWER LOGIC
HOLDINGS INC.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 3 It was proposed that the parent company “SUN MAX TECH
LIMITED” would lend US$1 million to the subsidiary “Power
Logic Tech. Inc.” and lend US$2 million to “SUNNY SHARP
INTERNATIONAL LIMITED TAIWAN BRANCH” as short-
term working capital.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 4 Adjustment of CPAs in 2025 Q3 and assessment of their
independence and competence of newly appointed accountants
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 5 Submission of the Sustainable Development Operations
Execution Report and the 2024 Sustainability Report to the
Board of Directors
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 6 Establishment of the “Sustainable Development Committee” of
the Company
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 7 Details for the 2025 cash capital increase through new share
issuance, guidelines for employee subscription and manager
subscription detail
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
2025/11/10
The 3rd
meeting
of the 5th
term of
the Board
of
Directors
Proposal 1 2025 Q3 consolidated financial statements

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.

Proposal 2
The Company’s 2026 operating plan and budget

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.

120

Meeting
date
Meeting Major Board of Directors resolutions in 2025
Proposal 3 It is proposed that for the sub-subsidiary “Taiyi (Jiangxi)
Electronics Technology Co., Ltd.” to obtain an RMB 34 million
credit line from China Trust Bank and for the subsidiary
“SUNNY SHARP INTERNATIONAL LIMITED TAIWAN
BRANCH,” a credit line of NT$40 million will be
endorsed/guaranteed.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 4 With the intention of investing in the working capital of the
100% invested subsidiary, POWER LOGIC HOLDINGS INC,
the company is expected to invest US$8,000,000.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 5 According to Article 13 of the “Regulations Governing
Establishment of Internal Control System by Public
Companies,” the Company’s Audit Office has formulated the
2026 audit plan according to the results of risk assessment.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 6 Amendment to the “Sustainability Information Management” of
Internal Control System – Circular Internal Control Process
Under Other Management Regulations of the Company, and the
subsidiary Power Logic Tech. Inc., SUNNY SHARP
INTERNATIONAL LIMITED TAIWAN BRANCH, Power
Logic Tech. (DongGuan) Inc., and Taiyi (Jiangxi) Electronics
Technology Co., Ltd., and to amend the Company’s “Internal
Control System Self-Assessment Operating Procedure” to
comply with the current operations.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 7 Amendment to the “Procedure for the Acquisition and
Disposition of Assets”.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Meeting
date
Meeting Major Board of Directors resolutions in 2026
2026/2/2 The 4th
meeting
of the 5th
term of
the Board
of
Directors
Proposal 1 2026 director remuneration proposal for the Thai subsidiary.
Resolutions
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., recused from
the discussion to avoid conflict of interest due to their employee
status. The chair, HSU Wen-Faung, the representative of
SINOTEAM HOLDINGS, INC. appointed Independent
Director Kuan Chih-Liang to act as the chairman of the Board.
The proposal was passed without objections through the voting

121

Meeting
date
Meeting Major Board of Directors resolutions in 2026
rights exercised by the other six attending directors. All six
directors voted in favor of the proposal by a show of hands.
Proposal 2 Amendments to the Company’s Rules Governing Remuneration
of Directors and Managerial Officers.
Resolutions
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., recused from
the discussion to avoid conflict of interest due to their employee
status. The chair, HSU Wen-Faung, the representative of
SINOTEAM HOLDINGS, INC. appointed Independent
Director Kuan Chih-Liang to act as the chairman of the Board.
The proposal was passed without objections through the voting
rights exercised by the other six attending directors. All six
directors voted in favor of the proposal by a show of hands. The
management team present at the meeting was an interested
party with respect to this proposal and recused themselves from
the voting.
Proposal 3 2025 distribution of year-end bonus to managers
Resolutions
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang
Yuan-Fen, the representative of LUXURY SHINE
INTERNATIONAL, LIMITED, recused from the discussion to
avoid conflict of interest due to their employee status. The
chair, HSU Wen-Faung, the representative of SINOTEAM
HOLDINGS, INC. appointed Independent Director Cheng Yi-
Teng to act as the chairman of the Board. The proposal was
passed without objections through the voting rights exercised by
the other five attending directors. All five directors voted in
favor of the proposal by a show of hands. The management
team present at the meeting was an interested party with respect
to this proposal and recused themselves from the voting.
Proposal 4 Motion for annual salary raise for 2026.
Resolutions
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang
Yuan-Fen, the representative of LUXURY SHINE
INTERNATIONAL, LIMITED, recused from the discussion to
avoid conflict of interest due to their employee status. The
chair, HSU Wen-Faung, the representative of SINOTEAM
HOLDINGS, INC. appointed Independent Director Cheng Yi-
Teng to act as the chairman of the Board. The proposal was
passed without objections through the voting rights exercised by
the other five attending directors. All five directors voted in
favor of the proposal by a show of hands. The management
team present at the meeting was an interested party with respect
to this proposal and recused themselves from the voting.
Proposal 5 Proposal for 2026 criteria of the performance evaluation and
compensation standards for Board of Directors and the general
managers.
Resolutions
Seven people attended. The Director, HSU Wen-Faung, the
representative of SINOTEAM HOLDINGS, INC., and Chang
Yuan-Fen, the representative of LUXURY SHINE
INTERNATIONAL, LIMITED, recused from the discussion to

122

Meeting
date
Meeting Major Board of Directors resolutions in 2026
avoid conflict of interest due to their employee status. The
chair, HSU Wen-Faung, the representative of SINOTEAM
HOLDINGS, INC. appointed Independent Director Cheng Yi-
Teng to act as the chairman of the Board. The proposal was
passed without objections through the voting rights exercised by
the other five attending directors. All five directors voted in
favor of the proposal by a show of hands. The management
team present at the meeting was an interested party with respect
to this proposal and recused themselves from the voting.
Proposal 6 CPAs in 2026 and assessment of their independence and
competence
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 7 Review 2026 audit fee proposed by Deloitte Taiwan.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 8 Non-assurance Engagements Provided by Deloitte Taiwan in
2026.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 9 The Company intends to endorse and guarantee a short-term
loan of US$5 million from Taishin International Bank for its
subsidiary, SUNNY SHARP INTERNATIONAL LIMITED
TAIWAN BRANCH.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 10
The issue that the subsidiary Power Logic Tech. Inc. intends to
apply to Taishin International Bank for a loan as short-term
working capital within the limit of NT$144 million.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 11 Amendment to the “Rules of Procedure for Shareholder
Meetings.”
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 12
The sustainable development task force reported on the progress
of the 2025 sustainability report and other sustainability
initiatives.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 12
Appointed candidates for the sixth session of directors and
supervisors, as well as the chief executive officer of the
subsidiary“Cicheng Technology Co., Ltd.”

123

Meeting
date
Meeting Major Board of Directors resolutions in 2026
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
2026/3/9 The 5th
meeting
of the 5th
term of
the Board
of
Directors
Proposal 1 The 2025 Business Report and consolidated financial
statements of 2025.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 2 The Company’s 2025 Employee Remuneration and Directors
Remuneration Distribution Case
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 3 The Company’s 2025 earnings distribution.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 4 The declaration of the Company’s 2025 internal control system

Resolutions

Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 5 The subsidiary POWER LOGIC HOLDINGS INC. intends to
make an additional investment, US$1 million, in a subsidiary
POWER LOGIC TECH (THAILAND) CO., LTD., in Thailand.
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
Proposal 6 “Convening the Company’s 2026 Shareholders’ Meeting related
matters”
Resolutions
Seven members were present. All directors voted by hand.
Seven members approved and the proposal passed without
objection.
  • (3) The Audit Committee has resolved and passed important resolution matters: see Pages 44-51 of the annual report for descriptions.

  • (4) Important resolution matters resolved and passed by the Remuneration Committee: See Page 67-70 of the annual report for descriptions.

  • (XI) Adverse opinions from the Directors or the Supervisors against major resolutions of the Board on record or in written declaration in the most recent year to the date this report was printed. The key content: Not applicable in this year.

124

IV. Disclosure of the accountant’s fee:

Unit: NTD thousands
Firm
Name
CPA Name The
duration of
the audit
Auditing
fee
Non-
Auditing
fee
Total Note
Deloitte
&
Touche
Chia-
Ming
Chang
Tung-
Ju
Hsieh
January 1,
2025 to
December
31, 2025
4,420 2,218 6,638 Service content of
non-audit fee
1. The fee for
consulting
services for
Thailand’s
investment
incentives is
NT$781 thousand
2. Transfer price:
$270 thousand
3. The maintenance
fees and change
registration fees
for the offshore
company is
NT$527 thousand.
4. Travel and other:
$640 thousand

Please specify the services under the non-audit service charges (such as tax audit, assertive opinion, or other financial consulting services)

  1. If a change in accounting firm resulted in a lower audit remuneration for that year compared to the previous year, the amount, percentage, and reason of the reduction must be disclosed: Not applicable.

  2. If the auditing fee of the current year is more than 10% less than the year before, the reduced fee amount, ratio, and the root cause should be disclosed: Not applicable.

V. Change of CPA

1. Information relating to the former CPA 1. Information relating to the former CPA
Date of replacement Approval of change of independent CPAs in the Board meeting
on January 13, 2025
Approval of change of independent CPAs in the Board meeting
on August 15, 2025
Reason for replacement and note 1. Due to internal staff adjustment from Deloitte Taiwan,
beginning from Q1 2025, the independent CPAs of the
Company changed to CPA Tung-Ju Hsieh and CPA Wei-
Chun Ma from CPA Tung-Ju Hsieh and CPA Wang- Sheng
Lin.
2. Due to internal staff adjustment from Deloitte Taiwan,
beginning from Q3 2025, the independent CPAs of the
Company changed to CPA Chia-Ming Chang and CPA Tung-
Ju Hsieh from CPA Tung-Ju Hsieh and CPA Wei-Chun.

125

Termination or appointment
rejection by the appointer or
CPAs
Party
Condition
Party
Condition
Party
Condition

Certified Public
Accountant
Appointer
Active termination
Appointment/reappointment
rejection
Opinions in and reason for audit
reports issued other than
unqualified opinion in the last
two years
None
Disagreement with the issuer
(Yes/No)
Yes Accounting principles orpractices
Disclosure of financialstatements
Audit scope orprocedure
Others
None V
Remark
Other disclosures
(Matters to be disclosed as set out
in Sub-clause 10.6.1.4 through
10.6.1.7 oftheseRegulations)

None
  1. Information relating to the succeeding CPA
CPA firm Deloitte &Touche
CPA Name 1. CPA, Tung-Ju Hsieh and CPA, Wei-Chun Ma
2. CPAChia-Ming Chang and CPA Tung-JuHsieh.
Date of engagement 1. Approval of change of independent CPAs in the Board
meeting on January 13, 2025
2. Approval of change of independent CPAs in the Board
meeting on August15,2025
Consultation on the accounting
treatment or accounting principles
for specific transactions and on the
possible opinions on financial
statements and the results of such
consultationpriorto the appointment
None
New CPA's written opinion on the
matters on which the former CPA
had different opinions
None
  1. Responding letter from the past independent CPAs regarding Article 10, Subparagraph 6, Item 1 and Item 2-3 under this standard.

No such cases in the current year.

  • VI. The Chairman, President, manager charged with finance or accounting of the Company has been working with the CPA firm retained as an external auditor or its affiliate in the last year

No such cases in the current year.

126

VII. Periodically evaluate the independence and competence of CPAs:

  1. The company’s directors and audit committee were evaluated in accordance with Article 47 of the Certified Public Accountant Act, The Code of Ethics for Professional Accountants No. 10 Bulletin using the five dimensions and 13 indicators of the “Audit Quality Indicators (AQIs)” published by the Financial Supervisory Commission R.O.C. (Taiwan). Certified public accountants (CPAs) Chia-Ming Chang and Tung-Ju Hsieh of Deloitte Taiwan prepared the company’s 2025 financial statements. On January 13, 2026, the CPAs delivered the Chin-shen No. 11500391 Declaration of Independence and the “Audit Quality Indicators” (AQIs). In addition to confirming the company’s accounts and expenses, there are no other financial or business interests or relationships and that the accountants’ family members do not violate the independence requirements. In addition, it was determined, with reference to the AQI data, that accountants and the accounting firms were superior to the industry norm in terms of inspection experience and training hours. Digital auditing tools will be introduced to enhance audit quality over the next three years. The most recent evaluation results were approved at the fourth session of the fourth audit committee and the fourth session of the fifth board of directors on February 2, 2026.

  2. The Company’s criteria for evaluating the independence and competence of CPAs are as follows:

lows:
No. Evaluation standards Evaluation
results
1 Since the last certification operation, “seven years without
change”does not hold true.
■ Yes □No
2 There are no significant financial ties to the consigner. ■ Yes □No
3 Avoid developing inappropriate relationships with the
consigner.
■ Yes □No
4 Accountants must ensure the honesty, objectivity and autonomy
of their assistants.
■ Yes □No
5 The financial statements of the service organization within two
years prior to practice shall not undergo certification inspection.
■ Yes □No
6 The accountant’s name must not be used by others. ■ Yes □No
7 CPAs do not own shares in the company or its conglomerates. ■ Yes □No
8 There is no money loan with the company or its conglomerates. ■ Yes □No
9 There are no joint investments or interest-sharing arrangements
between the company and its conglomerates.
■ Yes □No
10 Receive a fixed salary without concurrently holding a position
at the company or conglomerates.
■ Yes □No
11 They are not involved in the company’s or conglomerates’
management or decision-making.
■ Yes □No
12 Not concurrently holding other businesses that could
compromise their independence.
■ Yes □No
13 The management level is not a spouse, immediate relative,
immediate relative by marriage or second-degree relative by
blood.
■ Yes □No
14 There are no business-related commission fees. ■ Yes □No
15 There has been no punishment or harm to the principle of
independence up to this point.
■ Yes □No

127

  • VIII. Shareholding transfers and share collateralization within the latest year, up till the publication date of this annual report, initiated by directors, supervisors, managers and shareholders with more than 10% ownership interest

  • Shareholding changes of directors, supervisors, managers, and major shareholders

Unit: shares

Unit: shares Unit: shares
Title Name 2025 Year-to-date March 31
Increase
(decrease) in
No. of Shares
Increase
(decrease) in
No. of Pledged
Shares
Increase
(decrease) in
No. of Shares
Increase
(decrease) in
No. of Pledged
Shares
Chairman SINOTEAM HOLDINGS
INC.

316,280
- - -
SINOTEAM
HOLDINGS IN: Legal
representative
HSU Wen-Faung 76,790 - - -
Director
(Note 1)
LUXURY SHINE
INTERNATIONAL
LIMITED
1,466 - - -
LUXURY SHINE
INTERNATIONAL
LIMITED
Legal representative
(Note 1)
Chang Yuan-Fen 19,514 - - -
Director LAI, Jen-Chung 18,804 - - -
Independent director HSIEH, Yu-Tien - - - -
Independent director CHIU, Shih-Fang - - - -
Independent director CHEN, Tien-Szu - - - -
Independent director Kuan Chih-Liang - - - -
Independent director Cheng Yi-Teng - - - -
Independent director Chang Cheng-Hsing - - - -
Independent director CHOU, YI-HSIN - - - -
Vice President and
Chief Finance Officer
YAO, Cheng-Min 7,616 - - -
R&D Assistant Vice
President
HSIEH, JUNG-CHUNG 9,135 (15,000) - -
Chief Technology
Officer
HUANG Chia-Lieh 3,000 (3,000)- - -
Group Senior Assistant
Vice President
Lai, Chih-Sung 6,000 (9,000) - -
Audit Manager CHEN, CHI-CHENG 4,081 (4,081) - -
Senior Manager of
Sales
TSAI, Wen-Chang 9,108 (24,970) - -
Assistant VP of factory
operation department
Wang, Chen-Lu 5,000 (4,000) - -
Special Assistant to the
President
Hsu, Jia-Heng 114,883 - - -
Shareholder with a
stake of more than 10
percent
SINOTEAM HOLDINGS
INC.

-
- - -

Note: The terms of Independent Directors Hsieh Yu-Tien, Chiu Shih-Fang, and Chen Tien-Szu expired on May 29, 2025.

Independent directors Cheng Yi-Teng, Chang Cheng-Hsing, and Chou Yi-Hsin were appointed after the re-election on May 29, 2025.

  1. Information on the counterpart of equity transfer as the related party: none.

  2. The counterpart of equity pledge is the related party: none.

128

  • IX. Relationships among The Company’s top ten shareholders including spouses, second degree relatives or closer, or any person defined under Statement of Financial Accounting Principle No. 6 - "Related parties"
March 30, March 30, March 30, March 30, March 30, March 30, March 30, March 30, 2026
Name Own shareholdings Shares Held by Spouse
& Dependents
Shareholdings under
the title of a third
party
Spouse, Relative
Of Second Degree
Or Closer, Or
Related Parties
Defined In
Statement Of
Financial
Accounting
Standards No. 6
Among The Top
Ten Shareholders;
State Their Names
And Relationships.
Remarks
Number of
Shares

Ratio of
Shareholding

Number
of Shares
Ratio of
Shareholding

Number
of
Shares

Ratio of
Shareholding

Name
Relation
Taishin Custodian
Investment Account
of Hsin Ting
Holding Limited
6,989,525 17.00 % 0 0% 0 0% 0 0%
Taishin Custodian
Investment Account
of Hsin Ting
Holding Limited
Legal representative:
HSU Wen-Faung

1,271,610
3.09% 1,271,610 3.09% 0 0% HSU
Wen-
Faung
Self
HSU Wen-Faung 1,271,610 3.09% 1,271,610 3.09% 0 0% Chang
Yuan-
Fen
Spouse
Citibank Trustee
Berkeley Capital
SBL/PB Investment
Account
782,149 1.90% 0 0% 0 0% 0 0%
Daitung
Development and
Investment
Corporation
645,000 1.57% 0 0% 0 0% 0 0%
Yang, Hsiang-Hua 608,697 1.48% 0 0% 0 0% 0 0%
Shen, Chih-Yuan 603,692 1.47% 0 0% 0 0% 0 0%
LAI, Jen-Chung 415,563 1.01% 0 0% 0 0% 0 0%
Peng, Ming-Yen 400,000 0.97% 0 0% 0 0% 0 0%
Chang, Chin-Te 220,000 0.53% 1,271,610 3.09 0 0% 0 0%
Chang Yuan-Fen 1,271,610 3.09% 1,271,610 3.09 0 0% 0 0%

Note: The juristic person shareholder is an investment account of a juristic person, and is not represented.

129

  • X. Investments jointly held by The Company, The Company’s directors, supervisors, managers, and enterprises directly or indirectly controlled by The Company. Calculate shareholding in aggregate of the above parties
of the above parties
Unit: share; %
Transfer investment (Note) Investment by the Company
Held by directors,
supervisors, managers,
and directly or indirectly
controlled enterprises
Combined investment
Number of
Shares
Ratio of
Shareholding

Number of
Shares
Ratio of
Shareholding

Number of
Shares
Ratio of
Shareholding
United Strategy Inc. 3,025 100% 0 0 3,025 100%
Power Logic Holding Inc. 5,050 100% 0 0 5,050 100%
Sunny Sharp International Ltd. 490 100% 0 0 490 100%
POWER LOGIC TECH. INC 21,920 100% 0 0 21,920 100%
DONG GUAN DONG LI DIAN
ZICO.LTD
Note 1 100% 0 0 Note 1 100%
Taiyi (Jiangxi) Electronic
Technology Co.,Ltd.
Note 1 100% 0 0 Note 1 100%
CICHENG TECHNOLOGY CO.,
LTD.

4,000
80% 0 0 4,000 80%
POWER LOGIC TECH
(THAILAND) CO.LTD.
40,000 100% 0 0 40,000 100%

Note 1: Company limited without shares.

130

III. Funding Status

I. Capital and outstanding shares

(I) Capital Sources

March 30,2026 March 30,2026 March 30,2026 March 30,2026 March 30,2026 March 30,2026 March 30,2026
Authorized shares capital Paid-in shares capital Remarks
Year
and
Issuing
price
Number of Number of Sources of shares and Paid in
properties
month (NT$) Shares Amount Shares Amount dividends other
thancash
Others
2013/11 USD 1 10,000,000
10,000,000

1

1
Set up None Note
1
2013/12 USD 1 10,000,000
10,000,000

570,093

570,093
Cash capitalization
USD570,092
None Note
2
2013/12 USD 1 10,000,000
10,000,000

2,026,996

2,026,996
Equity transfer of
USD1,456,903
None Note
3
2015/12 USD 1 10,000,000
10,000,000

2,526,996

2,526,996
Cash capitalization
USD500,000
None Note
4
2016/02 0 100,000,000 1,000,000,000
8,300,000

83,000,000
Equity currency conversion None Note
5
2016/03 TWD11 100,000,000 1,000,000,000
9,400,000

94,000,000
Capital increase by cash
NT$11,000 thousand
None Note
6
2016/06 TWD60 100,000,000 1,000,000,000 12,400,000
124,000,000
Capital increase by cash
NT$30,000 thousand
None Note
7
2016/09 TWD10 100,000,000 1,000,000,000 16,120,000
161,200,000

Capitalization of retained
earnings NT$37,200
thousand
None Note
8
2017/05 TWD78 100,000,000 1,000,000,000 18,320,000
183,200,000
Capital increase by cash
NT$22,000 thousand
None Note
9
2017/08 TWD10 100,000,000 1,000,000,000 21,068,000
210,680,000

Capitalization of retained
earnings NT$27,480
thousand
None Note
10
2017/12 TWD10 100,000,000 1,000,000,000 23,703,000
237,030,000
IPO cash increase of
NT$26,350 thousand
None Note
11
2019/01 TWD10 100,000,000 1,000,000,000 26,203,000
262,030,000
Capital increase by cash
NT$26,203 thousand
None Note
12
2019/04 TWD10 100,000,000 1,000,000,000 26,244,811
262,448,110
Corporate bond conversion
ofNT$418,110
None Note
13
2019/07 TWD10 100,000,000 1,000,000,000 26,264,092
262,640,920
Corporate bond conversion
ofNT$192,810
None Note
14
2019/09 TWD10 100,000,000 1,000,000,000 26,288,194
262,881,940
Corporate bond conversion
ofNT$241,020
None Note
15
2019/10 TWD10 100,000,000 1,000,000,000 26,317,116
263,171,160
Corporate bond conversion
ofNT$289,220
None Note
16
2019/11 TWD10 100,000,000 1,000,000,000 26,326,756
263,267,560
Corporate bond conversion
ofNT$96,400
None Note
17
2019/12 TWD10 100,000,000 1,000,000,000 27,527,018
275,270,180
Corporate bond conversion
ofNT$12,002,620
None Note
18
2020/01 TWD10 100,000,000 1,000,000,000 28,192,229
281,922,290
Corporate bond conversion
ofNT$6,652,110
None Note
19
2020/06 TWD10 100,000,000 1,000,000,000 28,197,049
281,970,490
Corporate bond conversion
ofNT$48,200
None Note
20
2020/07 TWD10 100,000,000 1,000,000,000 28,883,952
288,839,520
Corporate bond conversion
ofNT$6,869,030
None Note
21
2020/08 TWD10 100,000,000 1,000,000,000 29,165,172
291,651,720
Corporate bond conversion
of NT$2,812,200
None Note
22

131

Authorized shares capital Authorized shares capital Paid-in shares capital Paid-in shares capital Remarks Remarks Remarks
Year
and
Issuing
price
Number of Number of Sources of shares and Paid in
properties
month (NT$) Shares Amount Shares Amount dividends other
thancash
Others
2020/09 TWD10 100,000,000 1,000,000,000 29,267,211
292,672,110
Corporate bond conversion
ofNT$1,020,390
None Note
23
2020/10 TWD10 100,000,000 1,000,000,000 31,292,437
312,924,370
Corporate bond conversion
ofNT$252,260
None Note
24
2020/11 TWD10 100,000,000 1,000,000,000 31,839,848
318,398,480
Corporate bond conversion
ofNT$5,474,110
None Note
25
2020/12 TWD10 100,000,000 1,000,000,000 32,069,453
320,694,530
Corporate bond conversion
ofNT$2,296,050
None Note
26
2021/01 TWD10 100,000,000 1,000,000,000 32,074,497
320,744,970
Corporate bond conversion
ofNT$50,440
None Note
27
2021/04 TWD10 100,000,000 1,000,000,000 32,097,927
320,979,270
Corporate bond conversion
ofNT$234,300
None Note
28
2022/08 TWD10 100,000,000 1,000,000,000 32,196,885
321,968,850
Corporate bond conversion
ofNT$989,580
None Note
29
2022/09 TWD10 100,000,000 1,000,000,000 34,196,885
341,968,850
Capital increase by cash
NT$20,000 thousand
None Note
30
2023/03 TWD10 100,000,000 1,000,000,000 34,198,977
341,989,770
Corporate bond conversion
ofNT$20,920
None Note
31
2023/05 TWD10 100,000,000 1,000,000,000 34,410,314
344,103,140
Corporate bond conversion
ofNT$2,113,370
None Note
32
2023/06 TWD10 100,000,000 1,000,000,000 34,730,446
347,304,460
Corporate bond conversion
ofNT$3,201,320
None Note
33
2023/07 TWD10 100,000,000 1,000,000,000 35,452,085
354,520,850
Corporate bond conversion
ofNT$7,216,390
None Note
34
2023/08 TWD10 100,000,000 1,000,000,000 35,525,303
355,253,030
Corporate bond conversion
ofNT$732,180
None Note
35
2023/09 TWD10 100,000,000 1,000,000,000 35,568,136
355,681,360
Corporate bond conversion
ofNT$428,330
None Note
36
2023/10 TWD10 100,000,000 1,000,000,000 35,624,502
356,245,020
Corporate bond conversion
ofNT$563,660
None Note
37
2023/11 TWD10 100,000,000 1,000,000,000 35,629,011
356,290,110
Corporate bond conversion
ofNT$45,090
None Note
38
2023/12 TWD10 100,000,000 1,000,000,000 35,640,284
356,402,840
Corporate bond conversion
ofNT$112,730
None Note
39
2024/01 TWD10 100,000,000 1,000,000,000 35,642,538
356,425,380
Corporate bond conversion
ofNT$3,201,320
None Note
40
2024/02 TWD10 100,000,000 1,000,000,000 35,653,810
356,538,100
Corporate bond conversion
ofNT$112,720
None Note
41
2024/03 TWD10 100,000,000 1,000,000,000 37,583,873
375,838,730
Corporate bond conversion
ofNT$19,300,630
None Note
42
2024/05 TWD10 100,000,000 1,000,000,000 37,644,750
376,447,500
Corporate bond conversion
ofNT$608,770
None Note
43
2024/06 TWD10 100,000,000 1,000,000,000 37,651,512
376,515,120
Corporate bond conversion
ofNT$67,620
None Note
44
2024/07 TWD10 100,000,000 1,000,000,000 37,660,948
376,609,480
Corporate bond conversion
ofNT$94,360
None Note
45
2024/08 TWD10 100,000,000 1,000,000,000 37,665,666
376,656,660
Corporate bond conversion
ofNT$47,180
None Note
46
2024/11 TWD10 100,000,000 1,000,000,000 37,698,692
376,986,920
Corporate bond conversion
ofNT$330,260
None Note
47
2024/12 TWD10 100,000,000 1,000,000,000 37,722,282
377,222,820
Corporate bond conversion
ofNT$235,900
None Note
48
2025/01 TWD10 100,000,000 1,000,000,000 37,743,513
377,435,130
Corporate bond conversion
ofNT$212,310
None Note
49
2025/02 TWD10 100,000,000 1,000,000,000 37,899,207
378,992,070
Corporate bond conversion
of NT$1,556,940
None Note
50

132

Authorized shares capital Authorized shares capital Paid-in shares capital Paid-in shares capital Remarks Remarks Remarks
Year
and
Issuing
price
Number of Number of Sources of shares and Paid in
properties
month (NT$) Shares Amount Shares Amount dividends other
thancash
Others
2025/05 TWD10 100,000,000 1,000,000,000 38,562,091
385,620,920
Corporate bond conversion
ofNT$6,628,850
None Note
51
2025/06 TWD10 100,000,000 1,000,000,000 38,729,581
387,295,810
Corporate bond conversion
ofNT$1,674,890
None Note
52
2025/08 TWD10 100,000,000 1,000,000,000 38,822,465
388,224,650
Corporate bond conversion
ofNT$928,840
None Note
53
2025/09 TWD10 100,000,000 1,000,000,000 2,300,000
23,000,000
Capital increase by cash
NT$23,000 thousand
None Note
54
  • Note 1: Funding capital

  • Note 2: Capital increase

  • Note 3: Share exchange with SUN MAX TECH LIMITED by 13 people including Li Lung-Chu, exchanging all UNITED STRATEGY INC. shares issued for 970,986 regular shares of SUN MAX TECH LIMITED. Share exchange with SUN MAX TECH LIMITED by 13 people including Li Lung-Chu, exchanging all POWER LOGIC HOLDINGS INC. shares issued for 422,561 regular shares of SUN MAX TECH LIMITED. Share exchange with SUN MAX TECH LIMITED by 13 people including Li Lung-Chu, exchanging all ADVANCE PLUS LIMITED. shares issued for 63,356 regular shares of SUN MAX TECH LIMITED. The equity transfer totaling 1,456,903 shares. After the share exchange, UNITED STRATEGY INC. and POWER LOGIC HOLDINGS INC. and ADVANCED PLUS LIMITED are 100% reinvestment subsidiaries of SUN MAX LIMITED.

  • Note 4: Capital increase

  • Note 5: The shareholders’ meeting reached the resolution on February 2, 2016 that the 2,526,996 shares issued each at the denomination of USD1, totaling USD2,526,996. With the exchange rate of NT$32.845323: 1USD, the issued 8,300,000 shares each at the denomination of NT$10, totaling NT$83,000,000.

  • Note 6: Capital increase

  • Note 7: Capital increase

  • Note 8: The annual surplus for 2015 will be transferred to capital increase, each share issuing $3 shares. Note 9: Capital increase

  • Note 10: The Company conducted surplus to capital increase on August 8, 2017, distributing $1.5 shares per share. Note 11: Cash increase before IPO

Note 12: Capital increase

  • Note 13: Corporate bond conversion shares increased by 41,811, and capital increased by NT$418,110. Note 14: Corporate bond conversion shares increased by 19,281, and capital increased by NT$192,810. Note 15: Corporate bond conversion shares increased by 24,102, and capital increased by NT$241,020. Note 16: Corporate bond conversion shares increased by 28,922, and capital increased by NT$289,220. Note 17: Corporate bond conversion shares increased by 9,640, and capital increased by NT$96,400. Note 18: Corporate bond conversion shares increased by 1,200,262, and capital increased by NT$12,002,620. Note 19: Corporate bond conversion shares increased by 665,211, and capital increased by NT$6,652,110. Note 20: Corporate bond conversion shares increased by 4,820, and capital increased by NT$48,200. Note 21: Corporate bond conversion shares increased by 686,903, and capital increased by NT$6,869,030. Note 22: Corporate bond conversion shares increased by 281,220, and capital increased by NT$2,812,200. Note 23: Corporate bond conversion shares increased by 102,039, and capital increased by NT$1,020,390. Note 24: Corporate bond conversion shares increased by 25,226, and capital increased by NT$252,260. Note 25: Corporate bond conversion shares increased by 547,411, and capital increased by NT$5,474,110. Note 26: Corporate bond conversion shares increased by 229,605, and capital increased by NT$2,296,050. Note 27: Corporate bond conversion shares increased by 5,044, and capital increased by NT$50,440. Note 28: Corporate bond conversion shares increased by 23,430, and capital increased by NT$234,300. Note 29: Corporate bond conversion shares increased by 98,958, and capital increased by NT$989,580. Note 30: Capital increase

  • Note 31: Corporate bond conversion shares increased by 2,092, and capital increased by NT$20,920. Note 32: Corporate bond conversion shares increased by 211,337, and capital increased by NT$2,113,370. Note 33: Corporate bond conversion shares increased by 320,132, and capital increased by NT$3,201,320. Note 34: Corporate bond conversion shares increased by 721,639, and capital increased by NT$7,216,390. Note 35: Corporate bond conversion shares increased by 73,218, and capital increased by NT$732,180. Note 36: Corporate bond conversion shares increased by 42,833, and capital increased by NT$428,330. Note 37: Corporate bond conversion shares increased by 56,366, and capital increased by NT$563,660.

133

  • Note 38: Corporate bond conversion shares increased by 4,509, and capital increased by NT$45,090. Note 39: Corporate bond conversion shares increased by 11,273, and capital increased by NT$112,730. Note 40: Corporate bond conversion shares increased by 2,254, and capital increased by NT$22,540. Note 41: Corporate bond conversion shares increased by 11,272, and capital increased by NT$112,720. Note 42: Corporate bond conversion shares increased by 1,930,063, and capital increased by NT$19,300,630. Note 43: Corporate bond conversion shares increased by 60,877, and capital increased by NT$608,770. Note 44: Corporate bond conversion shares increased by 6,762, and capital increased by NT$67,620. Note 45: Corporate bond conversion shares increased by 9,436, and capital increased by NT$94,360. Note 46: Corporate bond conversion shares increased by 4,718, and capital increased by NT$47,180. Note 47: Corporate bond conversion shares increased by 33,026, and capital increased by NT$330,260. Note 48: Corporate bond conversion shares increased by 23,590, and capital increased by NT$235,900. Note 49: Corporate bond conversion shares increased by 21,231, and capital increased by NT$212,310. Note 50: Corporate bond conversion shares increased by 155,694, and capital increased by NT$1,556,940. Note 51: Corporate bond conversion shares increased by 662,885, and capital increased by NT$6,628,850. Note 52: Corporate bond conversion shares increased by 167,489, and capital increased by NT$1,674,890. Note 53: Corporate bond conversion shares increased by 92,884, and capital increased by NT$928,840. Note 54: Capital increase

134

March 30, 2026

Stock Type Authorized shares capital Authorized shares capital Authorized shares capital Remarks
Outstanding shares
(Note1)
Unissued shares Total
Common
stock
41,122,465 58,877,535 100,000,000

Note 1: Under TAIEX listed shares

  • (II) The main shareholders’ list (name, number of shares held, and ratio of Shareholder with equity ratio reaching over 5% or shareholders with equity ratio ranking top ten):
March 30, 2026
Shares
Shareholding
percentage (%)
6,989,525
17.00 %
1,271,610
3.09%
782,149
1.90%
645,000
1.57%
608,697
1.48%
603,692
1.47%
415,563
1.01%
400,000
0.97%
220,000
0.53%
218,547
0.53%
March 30, 2026
Shares
Shareholding
percentage (%)
6,989,525
17.00 %
1,271,610
3.09%
782,149
1.90%
645,000
1.57%
608,697
1.48%
603,692
1.47%
415,563
1.01%
400,000
0.97%
220,000
0.53%
218,547
0.53%
Name of Principle shareholder
Taishin Custodian Investment Account of Hsin Ting
Holding Limited
HSU Wen-Faung
Citibank Trustee Berkeley Capital SBL/PB Investment
Account
Daitung Development and Investment Corporation
Yang, Hsiang-Hua
Shen, Chih-Yuan
LAI, Jen-Chung
Peng, Ming-Yen
Chang, Chin-Te
Chang Yuan-Fen
Shares Shareholding
percentage (%)
6,989,525
17.00 %
1,271,610
3.09%
782,149
1.90%
645,000
1.57%
608,697
1.48%
603,692
1.47%
415,563
1.01%
400,000
0.97%
220,000
0.53%
218,547
0.53%

(III) Company's dividend policy and execution status:

  1. Dividend policies stated in The Company's Articles of Incorporation:

As stipulated in #125 under the Article of Association, the Company may, through ordinary resolution, announce dividend distribution for shares issuances and other types of distribution, and pay from disposable capital when such practice violates no Company act or any rights/limitation attached to any capital issuance or the Article of Association of the Company. The Company may, without violating applicable laws and through special resolution, make distribution out of capital surplus in forms of new shares or cash in accordance with shareholdings’ percentage.

Pursuant to Article 125 A of the Company’s articles of incorporation, despite of the preceding article (125), the Board may resolve the distribution of dividends or bonus, all or in part, in cash, by the majority of the directors present at the meeting, which is attended by more than two third of the directors, and report the resolution in the nearest shareholder’s meeting.

The Company shall reserve a makeup amount before distributing employee and director remunerations. According to legal regulation of The Cayman Islands, TAIEX l and OTC listing regulation and Article 129 of Corporate Charter, the board resolution reached with more than two thirds attendance and the consent of more than half the attending directors, employee and director remunerations may be distributed in cash and/or shares. The board resolution on the above-mentioned distribution of employee and director remunerations shall be reported to shareholders at the shareholders’ meeting after the board passed the resolution.

The Company shall not pay interest on undistributed dividends.

135

Except restricted by public company related laws, the earnings, if any, after closing account every year, the Board of Directors should propose earning distribution plan to shareholders’ meeting as method and priority below,

  • (1) Payment of tax and duty;

  • (2) Covering of accumulated loss of prior years (if any);

  • (3) According to TAIEX and OTC listing regulations, 10% is distributed as statutory surplus reserves except when said reserve reaches the Company’s paid-up capital;

  • (4) According to TAIEX and OTC listing regulations or the competent authority request distribution of special surplus reserve; and

  • (5) According to the surplus for the current year, the amounts from Item (1) to Item (4) shall be dedicated, and the cumulative undistributed surplus for the previous period is provided for surplus distribution. The Distributable surplus shall be distributed after the board proposal of a dividend distribution case and submission to the shareholders’ meeting to be resolved according to TAIEX and OTC listing regulations. The Company may release dividends in cash and/or stock, and the amount of dividend for release shall not fall below the net earnings of the year of the appropriation specified in (1) to (4) if there is no contradiction to the law of the Cayman Islands. In addition, the amount of cash dividend shall not fall below 10% and up to 100% of the total dividend payable to the shareholders.

Article 139 of the Corporate Charter (Provident fund transfer to capital increase) Unless otherwise regulated by TAIEX and OTC listing regulations or the Company Act, the company may resort to Type A Special Resolution or Type B Special resolution.

  • (1) Any balance to be listed in the company reserve account or other capital provident fund (including capital premium account, capital redemption reserve, surplus, profit and loss account, capital reserve, statutory surplus reserve, and special surplus reserve) shall be transferred to capital increase, whether or not they will be distributed.

  • (2) The amount resolved for transfer to capital increase shall be distributed to shareholders according to their shareholding ratio. Additionally, on behalf of shareholders, the amount shall be used for the distribution company’s unissued shares, bonds, or other relevant stock portfolios. The company shares or bonds or other portfolio shall be distributed to shareholders (or designated persons) according to the aforementioned ratios.

  • (3) Make any arrangements deemed appropriate to resolve problems encountered during provident fund transfer to capital increase, especially but not limited to when shares or corporate bonds distributed are distorted shares. The board reserves the right to dispose distorted shares or corporate bonds by means deemed appropriate; and

  • (4) will take all necessary stands to execute provisions in this article. Article 139A of the Corporate Charter: To avoid disputes, new shares issued for distributing employee and board remunerations in accordance with Article 129 does not require the acquisition of Class A Special Resolution or Class B Special Resolution.

  • Situation of Dividends Pending (Already) Distribution in the Current Year

    • A cash dividend of NT$164,489,860 (NT$4 per share) out of 2025 earnings was resolved by the Board of Directors on March 9,2026, and will be reported in the shareholders’ meeting on May 28, 2026.
  • (IV) The proposed free share placement in the current year shall have no impact on the Company’s operating performance and earnings per share.

The Company offered no share dividend distribution in 2025 and is thus not applicable.

  • (V) Remuneration paid to employee, directors and supervisors

  • Proportion or range of employees, and Directors'/Supervisors' remuneration specified in the Articles of Incorporation

136

According to Article 129 of the Corporate Charter, the Company shall distribute profits according to the profit distribution plan proposed by the board and resolved and passed at the shareholders’ meeting. In addition, after making up for the losses incurred over the years, in accordance with the provisions in the company public offering regulations, or inaccuracies with the competent authority’s request to list or turnaround of special surplus reserve, no more than 2% of the remaining profit shall be used as director remunerations and 10% at most and 1.5% at least as employee bonuses. The employee bonuses shall be distributed in accordance with provisions in Article 17 of the Employee Incentive plan. The board shall stipulate in the surplus distribution agenda regarding the percentage of bonuses distributed to employees. Shareholders may modify the proposal before the resolution. Directors concurrently serving as company executives are entitled to bonuses as company employees.

Pursuant to the Taipei Exchange’s regulations, the provision for allocating remuneration to rank-and-file employees did not apply to foreign companies that were not primary listed or TIB listed. As a primary listed Cayman Islands company, the Taipei Exchange has clarified that the Company is not required to specify in its Articles of Association the exact ratio of employee bonuses for rank-and-file employees or fixed percentages for salary adjustments.

  1. The estimation basis for employee bonuses and remunerations for directors and supervisors the current period, the basis for distributing stock dividend shares, and the actual distributed amounts shall be handled by accounting if they differ from the estimated amounts: None.

  2. Remuneration to be distributed as resolved in the board of directors:

  3. (1) If employee remunerations and director and supervisor remunerations distributed in cash or dividends. If the amount differs from the annual estimation of the listed expenses, the amount of difference, reason, and disposal shall be disclosed:

On March 9, 2026, the Board of Directors approved the distribution of NT$14,083,759 (or 6% distribution rate) as remuneration to employees and NT$4,694,586 (or 2% distribution rate) as remuneration to directors, all of which were paid in cash. No difference between the budgeted amount.

  • (2) Employee remunerations distributed in shares and the ratio in individual or separate financial report’s after-tax net profit and employee remuneration total: No employee remuneration in shares was distributed this year.

  • Actual status of distributing remuneration to employees, directors and supervisors in the previous year (including the number of shares distributed, amount and share price), difference number, reasons and process status if there is discrepancy between the actual amount and the amount recognized:

(1) Actual Distribution Situation:

Actual distribution situation
for the previous year
(2024): distributed items.
The number of
distributions originally
proposed by the board.

The actual distribution
amount resolved in the
shareholders’meeting
Amount
of
difference
Employees' stock bonus - - -
Employees’ cash bonus 5,191,620 5,191,620 -
Remuneration to
directors/supervisors
2,595,810 2,595,810 -
  • (2) Difference in listed employee bonuses and director and supervisor remunerations: None.

137

(VI) Shares repurchased by The Company:

  1. First company stock buyback (completed):
res repurchased by The Company:
First company stock buyback (completed):
Period No. The 1st time
Purpose of repurchase Transferring stocks to employees
Repurchase period 2018/08/10~2018/10/08
Price range at which scheduled to be repurchased
(NT$)
NT$110 ~ NT$55
Type and amount (shares) of the repurchased
shares
230,000 ordinary shares
Amount of the repurchased shares(NT$) NT$15,286,879
Ratio of repurchased shares to shares repurchase
planned
57.50%
Shareholdings that have been cancelled and
transferred (shares)
230,000 Shares
Accumulated shareholdings of the Company
(shares)
0 Shares
Percentage of accumulated shareholdings of the
Companyto total issued shares(%)
0%

Note: A transfer of 230,000 treasury shares, through first buyback, to employees have completed as filed on April 16, 2021.

  1. Share Repurchases by the Company (Repurchases Still in Progress Completed): None.

II. Disclosure relating to corporate bonds

Bond type The 1st Unsecured
Convertible Bond
in R.O.C.
The 2nd
Unsecured
Convertible Bond
in R.O.C.
The 3rd Unsecured
Convertible Bond
in R.O.C.
The 4th Unsecured
Convertible Bond in
R.O.C.
Issue date January 3, 2019 September 1,
2020
August 12, 2022 August 27, 2025
Face Value NT$100,000 NT$100,000 NT$100,000 NT$100,000
Place of Issue and
Trading
Taipei Exchange
(TPEx)
Taipei Exchange
(TPEx)
Taipei Exchange
(TPEx)
Taipei Exchange
(TPEx)
Issuing price The bond is issued
with 100% par
value of
NT$100,000.
The bond is
issued with 100%
par value of
NT$100,000.
The bond is issued
with 100% par
value of
NT$100,000.
The bond is issued
with 100% par value
of NT$100,000.
Total amount NT$150,000,000 NT$220,000,000 NT$200 million. NT$250,000,000
Interest rate Coupon rate 0% Coupon rate 0% Coupon rate 0% Coupon rate 0%
Maturity Three years
Date of maturity:
January 3, 2022
Three years
Date of maturity:
September 1,
2023
Three years
Date of maturity:
August 12, 2025
Three years
Date of maturity:
August 27, 2028
Guarantee Institution None None None None
Trustee Taishin
International Bank
Taishin
International
Bank
Taishin
International Bank
Taishin International
Bank

138

Bond type The 1st Unsecured
Convertible Bond
in R.O.C.
The 2nd
Unsecured
Convertible Bond
in R.O.C.
The 3rd Unsecured
Convertible Bond
in R.O.C.
The 4th Unsecured
Convertible Bond in
R.O.C.
Consignee Concord Securities
Co.,Ltd.
Concord Securities
Co.,Ltd.
Concord Securities
Co.,Ltd.
Concord Securities
Co.,Ltd.
Certified Lawyer Lawyer, Yu-Liang
Chen from Jheding
International Law
Offices
Lawyer, Yu-
Liang Chen from
Jheding
International Law
Offices
Jheding
International Law
Offices
Lawyer, Yu-Liang
Chen
Jheding
International Law
Offices
Lawyer, Yu-Liang
Chen
Certified CPA CPA, Cheng-Hsiu
Yang and CPA,
Wang-Sheng Lin
from Deloitte &
Touche
CPA, Cheng-Hsiu
Yang and CPA,
Wang-Sheng Lin
from Deloitte &
Touche
CPA, Tung-Ju Hsieh
and CPA, Wang-
Sheng Lin from
Deloitte & Touche
CPA, Tung-Ju Hsieh
and CPA, Wang-
Sheng Lin from
Deloitte & Touche
Repayment Methods Except for the case
where the holders
of the convertible
bonds convert them
into the Company’s
ordinary shares in
accordance with
Article 13 of the
Regulations or
exercise the put
options in
accordance with
Article 22 of the
Regulations, and
where the
Company calls the
bonds or purchases
them back from the
security houses for
cancellation in
advance in
accordance with
Article 21 of the
Regulations, the
Company redeems
the bonds with cash
at the face value
when the
convertible bonds
are due.
Except for the
case where the
holders of the
convertible bonds
convert them into
the Company’s
ordinary shares in
accordance with
Article 13 of the
Regulations or
exercise the put
options in
accordance with
Article 22 of the
Regulations, and
where the
Company calls
the bonds or
purchases them
back from the
security houses
for cancellation in
advance in
accordance with
Article 21 of the
Regulations, the
Company
redeems the
bonds with cash
at the face value
when the
convertible bonds
are due.
Except for the case
where the holders
of the convertible
bonds convert
them into the
Company’s
ordinary shares in
accordance with
Article 13 of the
Regulations or
exercise the put
options in
accordance with
Article 22 of the
Regulations, and
where the
Company calls the
bonds or purchases
them back from the
security houses for
cancellation in
advance in
accordance with
Article 21 of the
Regulations, the
Company redeems
the bonds with
cash at the face
value when the
convertible bonds
are due.

Except for the case
where the holders of
the convertible
bonds convert them
into the Company’s
ordinary shares in
accordance with
Article 13 of the
Regulations or
exercise the put
options in
accordance with
Article 22 of the
Regulations, and
where the Company
calls the bonds or
purchases them back
from the security
houses for
cancellation in
advance in
accordance with
Article 21 of the
Regulations, the
Company redeems
the bonds with cash
at the face value
when the
convertible bonds
are due.
Amount not repaid NT$0 NT$0 NT$0 NT$250,000,000
Redemption or
earlier redemption
It is handled in
accordance with
the regulation of
It is handled in
accordance with
the regulation of
It is handled in
accordance with
the regulation of
It is handled in
accordance with the
regulation of bond

139

Bond type Bond type The 1st Unsecured
Convertible Bond
in R.O.C.
The 2nd
Unsecured
Convertible Bond
in R.O.C.
The 3rd Unsecured
Convertible Bond
in R.O.C.
The 4th Unsecured
Convertible Bond in
R.O.C.
bond redemption
right defined in
Article 22 of the
issuing rules.
bond redemption
right defined in
Article 22 of the
issuing rules.
bond redemption
right defined in
Article 22 of the
issuing rules.
redemption right
defined in Article 22
of the issuing rules.
Limitation Article See the
“Regulations
governing the first
domestic issuance
and conversion of
unsecured
convertible
corporate bonds.”
See the
“Regulations
governing the
second domestic
issuance and
conversion of
unsecured
convertible
corporate bonds.”
See the
“Regulations
governing the
second domestic
issuance and
conversion of
unsecured
convertible
corporate bonds.”
See the “Regulations
governing the fourth
domestic issuance
and conversion of
unsecured
convertible corporate
bonds.”
Name of the credit
rating agency, rating
date, and rating
results
Not applicable Not applicable Not applicable Not applicable
Other
equity
attached

The
amount of
converted
(swapped
or
purchased)
ordinary
shares,
GDRs or
other
securities
as of the
date when
the annual
report was
printed
Our first domestic
unsecured
convertible bonds
matured after three
years and closed
the transaction over
the counter on
March 5, 2021.
Our second
domestic
unsecured
convertible bonds
matured after
three years and
closed the
transaction over
the counter on
September 4,
2023.
Our third domestic
unsecured
convertible bonds
matured after three
years and closed
the transaction
over the counter on
August 13, 2025.

As of the annual
report publication
date, no investor had
applied for
conversion of the
fourth unsecured
convertible bonds in
the Republic of
China.
For the
Regulations
on Issuance
and
Conversion
(Swap or
Purchase),

please refer to the
bond issuance data
on the section of
bond credit rating
on the MOPS.
please refer to the
bond issuance
data on the
section of bond
credit rating on
the MOPS.
please refer to the
bond issuance data
on the section of
bond credit rating
on the MOPS.
please refer to the
bond issuance data
on the section of
bond credit rating on
the MOPS.
Rules for issuing,
conversion,
exchange or
purchase, possible
dilutions of equity
from the issuing
conditions, and the
impacts on the rights
Our first domestic
unsecured
convertible bonds
matured after three
years and closed
the transaction over
the counter on
March 5, 2021.
Our second
domestic
unsecured
convertible bonds
matured after
three years and
closed the
transaction over
the counter on
Our third domestic
unsecured
convertible bonds
matured after three
years and closed
the transaction
over the counter on
August 13, 2025.

As of the conversion
termination date of
March 30, 2026,
2,500 fourth
unsecured
convertible bonds in
the Republic of
China remained
unconverted,

140

Bond type The 1st Unsecured
Convertible Bond
in R.O.C.
The 2nd
Unsecured
Convertible Bond
in R.O.C.
The 3rd Unsecured
Convertible Bond
in R.O.C.
The 4th Unsecured
Convertible Bond in
R.O.C.
of the existing
shareholders
September 4,
2023.
calculated based on
the current
conversion price of
NT$ 78.61.
Assuming that all
holders of
unconverted bonds
convert at the
conversion price, the
bonds are converted
into 41,122
thousand company
common shares. The
dilution ratio is
approximately
7.73% based on the
current number of
outstanding ordinary
shares and the
estimated number of
convertible shares.
Custody Agency
Name for the
Exchange Target
Not applicable Not applicable Not applicable

Status of convertible bonds:

Unit: NTD Unit: NTD
Bond type The 1st Unsecured
Convertible Bond
in R.O.C.

The 2nd Unsecured
Convertible Bond in
R.O.C.

The 3rd Unsecured
Convertible Bond in
R.O.C.

The 4th Unsecured
Convertible Bond
in R.O.C.
Year
Item
As of March 5,
2021
As of September 4,
2022
As of August 13,
2025
2025 Year-to-
date
March
31
Market price
of the
convertible
bond
Highest
NT$182
NT$112.00 195 124 107
Lowest NT$100 NT$99.4 108 103.90 95
Average
NT$146.63
149.13 112.15 103.39
NT$103.3
Conversion price NT$39.64
with 3 years left
until maturity
were issued, and
closed the
transaction over
the counter on
March 5, 2021
NT$52.66
with 3 years left
until maturity were
issued, and closed
the transaction over
the counter on
September 4, 2023
NT$40.91
with 3 years left
until maturity were
issued, and closed
the transaction over
the counter on
August 13, 2025
NT$78.61
Issue date and Issue date:
January 3, 2019
Issue date:
September 1, 2020
Issue date:
August 12, 2022
Issue date:
August 27, 2025

141

Conversion price NT$43.73 NT$64.89 NT$48.50 NT$79.79
Ways of fulfilling
conversion obligation
New share issue New share issue New share issue New share issue
  • III. Disclosure relating to preference shares: none.

  • IV. Disclosure relating to depository receipts: none.

  • V. Situation of handling of subscription right certificate:

  • VI. The new shares from restricted employee stock option: none.

  • VII. Disclosure on new shares issued for the acquisition or transfer of other shares: none.

142

VIII. Progress on the use of funds:

The 2025 cash capital increase issue of new shares and issue of the fourth unguaranteed corporate bond conversion

  • (I) Project details:

  • Total capital required for the plan: NT$392,600 thousand.

  • Date of approval by the competent authority and the document number:

Approval for new share issuance for cash capital: Taiwan Central Bank Letter Wi-Wu Zi #1140023406, 2025/07/15

Approval for fourth unsecured convertible bonds: Taiwan Central Bank Wi-Wu Letter Zi # 1140023405, 2025/07/15

  1. Fund source:

  2. (1) Cash increase issue of new shares

    • A. Denomination: NT$10.

    • B. Number of shares: 2,300 shares

    • C. Issue price: NTD62 per share

    • D. Total amount raised: NT$142,600 thousand.

    • E. For the new share issuance for cash capital, the Company might choose to source the required funds from self-owned capital, bank loans, or other means when the actual issuing price is lower than the predetermined price and less capital than expected is raised. The Company might receive additional operating funds if the actual issuing price is higher than the predetermined price and more capital than expected is raised.

  3. (2) Issuance of the fourth unsecured convertible bonds in R.O.C.

    • A. Denomination: NT$100,000.

    • B. Number: 2,500 shares

    • C. Period: Three years

    • D. Coupon rate: 0%

    • E. Issuing price: Par Value *100%

    • F. Total funds raised: NT$250,000 thousand.

    • G. If a less-than-expected capital is raised through the issuance of unsecured convertible bonds, the Company might choose to supply the fund needed from bank loans, selfowned capital or through other means.

4. Capital Use Plan and Reserve Use Progress:

Unit: NTD thousands

Plans Scheduled
completion
date
Total
funds
required
Fund applicationprogress Fund applicationprogress Fund applicationprogress Fund applicationprogress Fund applicationprogress
2025 2026
Q3 Q4 Q1 Q2 Q3
Investment in a
subsidiaryin Thailand
2026Q3 308,000 - 125,000 58,000 105,000 20,000
Replenishing
operating fund
2025Q3 84,600 84,600 - - - -
Total 392,600 84,600 125,000 58,000 105,000 20,000
  • Note: The Company’s planned capital expenditure for the current investment in the Thai plant is NT$398,400 thousand (based on THB 400,000 thousand, THB: NTD = 1: 0.996 exchange rate). Of this amount, NT$80,192 thousand was invested with self-owned working capital from May to July 2025. After the completion of the current fundraising, NT$308,000 thousand will be used to pay the land and plant contract signing fee, renovation work, and purchase of machinery and equipment, and another NT$10,208 thousand of self-owned capital is expected to be invested.

143

(II) Execution:

1. Investment in a subsidiary in Thailand

To align with the Group’s future operational plans and the Company’s overseas business development goals, it is proposed to diversify production bases to mitigate operational risk and address customer requirements for dispersing production site risks in a single region. The plan is to set up a subsidiary, POWER LOGIC TECH (THAILAND) CO., LTD., in Thailand, through the Company’s subsidiary, POWER LOGIC HOLDINGS INC. Capital will be injected in phases locally from 2025 onwards to purchase land and ancillary factory facilities in Thailand, employee dormitories, undertake plant improvement and renovation work, and produce automotive cooling products. The Company estimates that the cumulative operating revenue increase of its Thai subsidiary POWER LOGIC TECH (THAILAND) CO., LTD. from 2026 to 2031 will be NT$3,222,500 thousand and the net operating income will be NT$201,427 thousand. The investment payback period is estimated to be approximately 6.67 years from May 2025, when investment in the Thai subsidiary began.

2. Replenishing operating fund

In response to the working capital requirements following the initial investment in a Thai subsidiary with own funds, the Company expects to use NT$84,600 thousand of the funds raised this time to replenish working capital. In addition to reducing dependence on banks and increasing long-term stable funding sources, and increasing flexibility in fund utilization, replacing bank financing with the funds raised is estimated to reduce interest expense by NT$514 thousand per quarter in 2025, based on the Company’s current bank short-term borrowing rate of 2.43% in 2025 Q1. This would also reduce interest expense by approximately NT$2,056 thousand per year thereafter. This will appropriately reduce the Company’s financial burden, avoid interest expense eroding profits, and strengthen the financial structure, thereby increasing long-term competitiveness.

Unit: NTD thousands; %

Unit: NTD thousands;%
Plans Implementation
status
2025Q3 2025Q4 Cumulative
Execution
Progress
Description of Progress
Investment
in a
subsidiary in
Thailand
Amount
Mobilized
Scheduled 0 125,000 125,000 The Company began investing in its Thai
subsidiary in 2025 Q4, planning to purchase
land and ancillary factory facilities and
employee dormitories, undertake plant
improvement and renovation work, as well
as acquire machinery and equipment. Except
for the purchase of land and ancillary factory
facilities in Thailand, which was carried out
as planned, the employee dormitory had not
yet completed house inspection and obtained
transfer registration, and the specifications
and installation methods for the machinery
and equipment were still under discussion
with suppliers. Therefore, funds planned for
the purchase of the employee dormitory and
machinery and equipment had not yet been
disbursed. As of 2025 Q4, the cumulative
actual progress lagged behind the planned
progress.

Actual
0 58,864
Note
58,864
Note
Execution
progress
(%)
Scheduled 0.00 40.58% 40.58%
Actual 0.00 19.11% 19.11%
Replenishing
operating
fund
Amount
Mobilized
Scheduled 84,600 84,600 The progress of the use of funds for
replenishing working capital has been
completed in 2025 Q3 as scheduled.

Actual
84,600 84,600
Execution
progress
(%)
Scheduled 100.00% 100.00%
Actual 100.00% 100.00%

Note: NT$58,864 thousand (Thai baht 59,100 thousand), calculated using an exchange rate of 1 Thai baht to NT$0.996.

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IV. Business performance

I. Content of business

  1. Business scope:

  2. (1) The main contents of the business service

The Company’s main business items are: DC cooling fan management and sales.

  • (2) The proportion of key items to overall operation
Unit: NTDthousands Unit: NTDthousands
Product 2024 2025
Amount Business
weightage
Amount Business
weightage
E-sports 1,096,780 86.85% 1,366,624 77.96%
General cooling 76,172 6.03% 175,577 10.02%
Industrial
control and
home appliances
51,107 4.05% 134,740 7.69%
Communication 30,781 2.44% 56,077 3.20%
Vehicles and
other
7,975 0.63% 19,871 1.13%
Total 1,262,815 100.00% 1,752,889 100.00%
  • (3) The Company's current products (services)

The Company’s products include DC Brushless Cooling Fans, Drum Fans, EC Fans, Miniature Fans, High IP Protection Rated Fans, and Fluid Dynamic Bearing Bearings (HDB), Molded Parts, Plastic Injection, SMT, Wires, and Related Processing. Fields of application include gaming, IT, communication, server, industrial control, home appliances, automotive, and other related cooling industries.

  • (4) Planned developments for new products (services)

The Company continues to develop computer cooling products through its complete processes in the field of fans. In addition to display card cooling fans, products continue to be added, such as power supply, chassis, CPU fans, and other customized products. Markets other than computer cooling include vehicle fans (cooling or exhaust), electric vehicle charging pile pooling, industrial control products (inverters, transformer cooling), Telcom(5G/Server/AI), green energy, home appliances, and so on. Percentage of R&D spending increased every year for developments of product and technology and maintaining the technology and patent leadership.

We continue to provide products with new and innovative designs and versatile applications to enhance the selling points for winning long-term customer relationships and market attention.

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2. Industry overview

  • (1) Industrial status and development

All kinds of electronic devices around the world continue to become lighter, thinner, shorter, smaller, faster in computation, multi-functional, and energy-saving. The operating clock speed of the ICs is increasing as a result. Under the heating effect of current theory, when an electronic device is running, the current in the circuit generates unnecessary heat due to the effect of impedance. If the heat cannot be effectively dissipated, and keeps accumulating on the electronic components, the components might be damaged by the rising temperature. According to IEK’s report, among the causes of device damage, high temperature causing dysfunction accounts for the highest ratio reaching 55%, higher than other causes such as vibration, humidity, and dust. Therefore, the quality of cooling devices has a huge impact on electronic product operations. Under this trend, the cooling efficiency requirement for cooling component also continues to rise.

In the field of thermal current, the cooling efficiency of forced convection is better than natural convection. Therefore, fan related applications have always played a vital role in cooing modules.

As for 5C products (communications, computers, consumer electronics, auto motive electronics, and medical electronics) applied in fan design over the years, in addition to rotation speed, efficiency, energy saving, low noise, long life, and stability improvements, how to design products in line with these applications has become one of the competitive indicators for fan manufacturers.

We believe applications for cooling components will continue to expand in the areas including PC, NB, servers, telecommunication, consumer electronics, car parts, industrial equipment, and optical industries, especially the IT industry.

As global technology continues to advance and grow, AI technology and highperformance computing are changing our world and leading the way. With the huge demand for computing brought about by these innovations, and the consequent problems of high power and high temperature, heat dissipation has become a necessary and important key technology.

With new product launches, consumer demands and product developments are the biggest catalysts for the growth in the cooling industry. Apart from the 3C applications mentioned above, cooling components are gaining their applications in sectors covering vehicle electronics, hand-held electronics, virtual reality, IoT, AI and high-performance computing. This problem encourages the dissipative component manufacturer to invest in research and development and increase production capacity to expand their market share. Furthermore, the emerging application of AI, meta, AIOT, and low altitude satellite (future 6G technology) causes the large increase of chip efficiency, and the heat consumption. That said, “heat dissipation” of a product needs to catch up with the development of application. The dissipative fans can be used in many aspects, including 5C products (communication, computer, consumer electronics, automotive electronics, and medical electronics), and industrial equipment, electro-optical industry. The third-generation semiconductor, and other new materials are introduced in the application of fast charging battery and new energy products, automotive electronics, and electric car. Dissipation of the high heat caused by high frequency, high speed, high power and large current becomes more urgent. The need of heat dissipation due to the continuous improvement of speed and functions of electronic products also encourages the manufacturers to strengthen their R&D capability and patented technology, and launch high-level dissipation products to satisfy the new application products’ functionality.

146

Rooted with outstanding product designs, the Company has been making great efforts in R&D and product developments to maintain its technology and patent leadership for better profitability.

In addition, our high-standard producing craftsmanship, in-depth customer relationships with joint-development ability as well as timely shipment schedule from ample production capacity will certainly enable us with competitiveness in the cooling industry.

  • (2) Correlation of upstream, midstream, and downstream industry:

The Company’s current main product line consists of cooling fan products. Cooling fan components are complex. The upstream related industries include: plastic raw materials, bearings, steel, metal processing, die-casting (aluminum die-casting, powder metallurgy), molds (metal stamping and plastic injection), wires, connectors, driver IC, passive components (resistors/capacitors/poles), printed circuit boards, and so on.

There is a wide range of downstream cooling fan applications. Fans are needed by all for enhancing air convection cooling efficiency. The fields of application include: information industry, Netcom equipment, optoelectronic industry, home appliance industry, information home appliances, audiovisual devices, industrial commercial equipment, automotive and electronics industries.

  • (3) Product development trends and competition:

With the rapid development of technology and ever-changing products, the applications and market demand also continue to expand and change. In recent years, in addition to the rapid popularization of smart phones, tablet PCs, and other consumer mobile devices, the rapid development of high-end technologies including 5G big data, Internet of things (IoT), cloud computing, and artificial intelligence (AI) technologies have also led to the rapid development of more emerging industries, such as cloud servers, electric vehicles, VR devices, unmanned aerial vehicles, etc. Therefore, more and more industries need cooling modules or other cooling products. Cooling product manufacturers with solid foundation and competitiveness have stepped into niche operating markets or seized market share in middlehigh end product applications in recent years, reaching out to application fields other than the traditional computer industry to seek higher profits. The e-sports boom in recent years has led to the industry’s increasing higher demand. Many traditional computer and component brand manufacturers have put in more efforts to enter the niche e-sports market and actively develop e-sport-exclusive product series, in the hope of keeping up with e-sports industrial growth. However, due to the increasing number of competitors, in order to cater to the needs of module manufacturers or end customers, 3Hs and double-speed product strategies will be the key to success.

A. Three Tops

(a) High Quality:

In response to the global environmental concept trend, major computer manufactures have one after another increased quality requirements, strictly prohibiting harmful substances in electronic products during processes or final products. Only by passing international manufacturers’ high-standard quality audit and environmental certifications can there be sustainable orders.

(b) Long Life:

Fans have a long life, which can increase customers’ product use life and reduce burdens on the environment and public security during future maintenance and recycling.

(c) High Performance:

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“Light, thin, short, and small” are a featured development trend for all electronics products. How to use technology, innovation, R&D, and design to develop new materials for application in order to bring out high cooling efficiency in the limited spaces of mechanisms and using smart functions in place of manual information collection are the keys to successfully receiving purchase orders.

B. Double Speed

(a) Fast Design:

Due to the short life cycle of video cards, new video card chips NV/AMD continue to be launched every year. Therefore, in order to become a cooling fan manufacturer with a high market share, one must obtain new product specifications and marketing and market demand related information the fastest. Supplemented by software and hardware design equipment and years of solid industrial application and development technologies, products can be quickly design; in the design, process smoothness should be considered to achieve speedy manufacture and products with high yield rates through reasonable processes.

(b) Fast Delivery:

The factory demonstrates a high degree of vertical integration, from molding, injection molding, fan processing, SMT, motor winding, rotor processing, stator assembly, wire processing, finished product assembly, high compliance with delivery dates, high production flexibility, and quality control. At the same time, well-planned inventory, supplier management plans, and speedy and unobstructed shipment processes and transportation should be established to avoid stagnant inventory and materials.

C. Three Lows (3Ls)

  • (a) Low Costs:

With the global 3C industry’s price competition becoming increasingly fierce, all suppliers are facing enormous pressure to reduce prices. Therefore, how to apply efficient management, enhance our own component manufacturing, improve processes, increase yield rates, vertically integrate manufacturers, automation I place of manpower to reduce costs, and increasing gross profit are the objectives of uttermost importance to the industry at present.

(b) Low Noise:

Cooing fans with thermal modules and system applications are widely used in daily life. Take for example an environment where notebook computers are readily accessible, a quiet office, and an audiovisual equipment environment, the size of noise value and even noise quality are listed for consideration as product rating indicators and the key factors contributing to proprietors’ competitive market advantage.

  • (c) Low Power Consumption:

The goal of 3C product design is to reduce power consumption in response to the trend of energy conservation and carbon reduction. R&D and application of optimized fan motor, the blade shape and the circuit matching for low energy consumption have been carried out to meet customers’ design goals.

In view of the above future industrial development trends, whether cooling fan manufacturers can continue to launch products in line with market trends will be the key factor contributing to whether the proprietor can gain an advantage in the competitive market.

148

(4) Competition

The major competitors of cooling fans are classified as follows:

  • A. Well-known international Japanese manufacturers: Sanyo, Denki, Nidec, and NMB.

  • B. Domestic first-line manufacturers: Sunon, Asia Vital and Delta.

  • C. Other companies: Everflow Technology Corp., Yungli, and Chinese investment company FirstCo Corp.

Since there are many competitors and that cooling fan applications are for the 3C industry with steady growth and maturity, the industry target customers with large purchase orders and use price competition as a means of marketing, thus the fierce market competition and resulting in the industry’s price shreds for sales and quality inconsistency. In view of the Red Sea market, the cooling fan manufacturers encounter blind spots, including: 1. Slow production operation with poor flexibility; 2. Inability to comply with small qualities and large diversities; 3. Inability to quickly respond to and coordinate new product development for customers. The above are the keys to the Company’s urgent need to achieve breakthroughs in the industry

Since the short life cycle, complicated design, fast R&D, and high quality requirement of IT product, it is more important for components to catch up with the updated technology and speed. Due to the differentiation tendency - each client has difference product specifications and objectives - manufacturers should be able to change their production processes and R&D to accommodate the needs. We are already capable of developing technology when we first entered into the graphics card market. After many years of R&D experience, we have applied for several patents to ensure the company’s competitiveness. The guidelines of product development are “Application and Compatibility” “Collaborative Design” and “Innovative Technology”. The company collaborates with the clients at the early stages of product design to set the new product specifications, conduct technology testing and verification, and pass the client’s product certification.

In response to the client’s need of development changes and rapid reaction to the market variation, and the growing application of AI, servers and In-vehicle green energy, deepen the technical level and actively invest in the optimization and automation of production processes through the R&D and design capability. Reduce the cost, shorten delivery leadtime, stabilize quality, and increase the production capacity during production operation to reach the goal of competitiveness of beloved brand - “Continuous Client Satisfaction”.

  1. Technological research and development

  2. (1) Technical level and R&D for business operations

The Company has deep plowed the field of fan products for two decades. Currently, new products are mostly co-developed with end customers, in close cooperation with customers as early as R&D commencement. Product design is carried out targeting different customer attributes, and mass production is imported. In addition to product R&D, process improvement continues to be ongoing. Automated equipment continues to be imported to enhance production efficiency and quality and reduce production costs. In addition, the Company engages in technological cooperation with its customers and suppliers to improve product function and enhance the Company’s innovation and R&D competitiveness.

The Company’s R&D Department’s organization is as shown in the diagram below:

149

R&D Department of China R&D Department of
Subsidiary Taiwan
Engineer R&D R&D Institutions Electronic
Division Division 1 Division 2 Division Division
  • (2) Academic/career backgrounds of the R&D personnel

Unit: person

Item Year
2021
2022 2023 2024 2025
Education Doctoral Degree 1 1 1 1 1
Master 8 8 5 19 10
Bachelor 7 13 12 36 16

College
20 19 21 8 33
Below Senior High
School

18
18 13 4 14
Total 54 59 52 68 74
  • (3) Annual R&D expenses for the last years
Unit: NT$ thousand; %
2024
2025
88,143
106,420
1,262,815 1,752,889
6.98%
6.07%
Unit: NT$ thousand; %
2024
2025
88,143
106,420
1,262,815 1,752,889
6.98%
6.07%
Item
Year
2021 2022 2023 2024 2025
Research and
development expenses
60,967 63,709 68,551 88,143 106,420
Net revenue 1,839,214 1,658,588 1,382,210 1,262,815 1,752,889
Percentage to
operating revenue
3.31% 3.84% 4.96% 6.98% 6.07%
  • (4) Successfully developed technologies or products for the last 5 years
Year R&D results R&D results
2020 Product design 85 patents cover fan blade, server cooling fan, LED effect
and newly-created products
2021 Product design 30 new patents about fan structure (fan blade and lighting
effect)
2022 Product design The addition of 29 fan structure patents.
2023 Product design The addition of 24 fan structure patents.
2024 Product design The addition of 46 fan structure patents.
2025 Product design The addition of 28 fan structure patents.

150

  1. Long-term and short-term business development plans

  2. (1) Short-term business development plans

    • A. Having closer cooperation with agents to introduce new customers.

    • B. Proactively develop basic product market, such as electronic fans used in AI, 5G, AIOT, servers, automobile and new energy diverse appliance design applications to earn higher profits.

    • C. Refining the automation equipment to increase the flexibility of a small but a variety of production.

  3. (2) Long-term business development plans

    • A. With the development of the technology industry and the trend of consuming electronics integration, the Company continues to enhance its core competitiveness and creativity through innovative R&D and design, enhanced manufacturing capabilities and improved application technology.

    • B. Develop overseas customers and markets to lead the Company toward globalized development.

    • C. Development of smart home appliances: co-working with our customer to develop cooling systems used in home appliances

    • D. Engage in the R&D of new-energy products such as cooling fan charging cabinets and charging modules.

    • E. E. With the rise of AI, 5G, AIOT and servers industries, the transmission of products will rise, and cooling will become more important. Fan design and application in diverse markets with the timely design of products meeting clients’ needs will be the competition indicator among fan suppliers.

151

II. Market and sales overview

1. Market Analysis

  • (1) Main products (services) sales (providing) area
Unit: NTD thousands Unit: NTD thousands Unit: NTD thousands Unit: NTD thousands
Sales area 2024 2025
Amount Proportion % Amount Proportion %
China 1,076,302 85.23 1,464,469 83.55
Taiwan 66,014 5.23 92,430 5.27
Others 120,499 9.54 195,990 11.18
Total 1,262,815 100.00 1,752,889 100.00
  • (2) Market share

The Company is the world’s main e-sports cooling fan supplier at present who provides customers with more competitive products featuring unique performance.

According to the latest report by Newzoo, a market analysis company, the global game market will generate a total income of US$188.8 billion in 2025, up 3.4% from 2024. The home console market is expected to grow the fastest to reach US$45.9 billion with an annual growth rate of 5.5%. Newzoo attributes this growth to the launch of Nintendo Switch 2 and the general increase in price for home consoles. Sports games continue to perform well on home consoles, and are expected to generate US$10.6 billion in revenue, a 3.5% increase from last year.

According to the forecast of Newzoo, the compound annual growth rate of the global game market will reach 3.1% from 2022 to 2027, and the market scale is expected to increase to US$213.3 billion in three years.

The future of the global video game industry is bright in the long run. This indicates a fairly robust trend for gaming industry in mid to long terms.

With the wave of AI technology ignited by Chat GPT and the increasing new applications of the Internet of Vehicles, the Internet of Things and the Metaverse, governments of various nations are actively promoting infrastructure construction, including smart cities, smart grids/charging piles and energy storage systems. While both the CPU and GPU are now more powerful in terms of computing capability, they produce more heat. Moreover, the global community is actively implementing ESG energy conservation and carbon reduction initiatives. The topic of inefficient heating methods has risen to the forefront of policy discussions. Our company accepts greater and more difficult challenges in line with the market and continues to conduct research and development on AI, 5G, servers, AIOT, green energy, smart home appliances, automotive, Netcom and e-sports notebooks and other related applications.

  • (3) Future market supply and demand and the growth

 Video Card Market

The focus of the graphics card is GPU. The main manufacturers of GPUs are Nvidia/AMD/Intel. The main functions of GPUs are to accelerate computation tasks. However, there are some accelerators that are designed to accelerate machine learning tasks. Among the companies that manufacture these accelerators, some of them have manufactured traditional GPUs. So far, they have made progress in the design of machine learning, which is called the data center GPU. Data center GPUs and AI accelerators have more memory than traditional GPUs. Therefore, the data center GPU is more suitable for large-scale artificial intelligence models. To deal with the large-scale AI model such as

152

ChatGPT, it is necessary to combine the GPUs of multiple data centers into a strong computing system. This also requires complex software to process all computing capabilities.

According to statistics from Jon Peddie Research, NVIDIA held 94% of the standalone graphics card market share at the end of Q2 this year, while AMD had only 6%. Intel’s share of the standalone graphics card market was less than 1%, representing virtually no effective competition. This data shows AMD’s market share continued to decline, from 12% in 2024 Q2 to 8% in Q1 of this year, and now to 6%.

It is expected that the graphics card market will grow exponentially in the next few years, and the market scale will reach US$219.7 billion by 2030, with a compound annual growth rate (CAGR) of 29.9%. The elements for growth during the forecast period include the increasing adoption of artificial intelligence and machine learning workloads, the accelerating transformation of cloud gaming platforms, the increasing adoption of virtual reality (VR) and augmented reality (AR) applications, the ever-increasing demand for UHD monitors, and the expansion of the professional content production industry. The key trends during the forecast period include the continually growing demand for high-performance GPUs, the increasing use of GPUs in cryptocurrency mining, rising demand from multi-monitor environments and 3D rendering applications, the expansion of the gaming and e-sports ecosystems, and the growing adoption of GPUs in innovative workflows and image production.

 Personal Computer Market

According to shipment forecasts released by market survey institution Omdia, global personal computer (PC) shipments in 2025 reached approximately 279 million units, a 9.2% increase year on year. Of these, desktop PC shipments were around 59 million units, up 14.4% year on year, representing 21.11% of the total.

With the thriving development of generative AI applications in recent years, the demand for AI inference, which used to rely heavily on cloud data centers, is now trending toward AI applications directly on the terminal devices, making the AI PCs the center of attention in the PC industry. The impact includes hardware updates and major changes in the user scenarios and supply chain reorganization. The huge business opportunities in the AI PC industry have become a battleground for many big firms. As more R&D resources and funds continue to be invested, AI PCs will become a key player in moving the industry towards the next peak.

 Notebook Computer Market

According to shipment forecasts released by market survey institution Omdia, global personal computer (PC) shipments in 2025 reached approximately 220 million units, an 8% increase year on year. Additionally, the latest TrendForce survey indicates that rapidly rising memory prices are quickly eroding laptop brands’ profitability and pricing flexibility, amid limited economic recovery and conservative consumer behavior. Accordingly, TrendForce has once again lowered its 2026 global laptop shipment forecast to a 5.4% decrease year-over-year, to nearly 173 million units, reflecting brands’ increasingly conservative approach to inventory, promotions, and product mix amid growing cost pressures.

At present, the market is facing a shortage of key components (such as memory and storage devices), which has led to increased costs for high-end laptops and tariff risks. The Trump administration’s tariff policy prompted the supply chain to accelerate its shift to Southeast Asia.

153

 Telecom, server market:

To meet the high-speed computing requirements of the cloud, 5G public cloud, 5G private network, AI and edge computing, semiconductor processes are evolving toward a more sophisticated nano-process and wafer-level 3D packaging. In addition to the continual reduction in chip size, more transistors have been integrated, resulting in a greater heat impact. Even more so, high-speed computing and high-speed transmissions that operate continuously, even around the clock, significantly increase the high heat frequency.

Smart edge computing combines advanced wireless connection technology, condensed computing capability, and AIs installed near the data usage and generation equipment. Following the enhancement of cloud computing, data analysis, and AI, the technology represent the evolution and integration of industrial monitoring, automated manufacturing, utility business management, and telecom. A corresponding equipment and IC efficiency have become the biggest challenge to heat dissipation. The foregoing equipment will play a main role in each country’s infrastructure. 24-hour operation, fast transmission, stable signal, power-saving, and climate-resistance are the basic features required for all telecommunication products. Therefore, high air volume, high wind pressure, high and broad voltage, IP protection, power-saving, and intelligent circuit design are the focuses of development.

According to TrendForce statistics, global total server shipments grew by about 5% in 2025, with demand for artificial intelligence (AI) servers continuing to rise. In 2024, AI server shipments increased by 46%. The global AI server scale is expected to reach approximately 2.1 million units in 2025, a rise of about 24.5%, to meet the demand from cloud service providers (CSPs) and original equipment manufacturers (OEMs) for generative AI training and inference applications. For 2025 to 2026, the major CSPs in North America and China will be the main drivers of AI server orders.

(4) Competitive niche

  • The diversity of one-stop production lines, mass production, and planning managementbased manufacturing advantage meet customers’ demand for delivery flexibility as well as market changes.

  • Setup of independent production lines: Products with high products in small quantities and large diversities (machine models) in response to new products on the market.

  • The Company maintains long-term positive partnerships with its major customers to jointly develop new products and provide opinions and demands, create a closer collaboration mode, and strengthen “working with customers as one” to markets in concerted efforts.

  • Price Competitiveness: Engage in lean production management in response to the pressure of rising costs, promote management improvement through technology improvement and importation of automated equipment, gradually achieving market demand for price drops.

  • International Certification: The Company has obtained ISO 9001 and ISO 14001 system certifications for several years. For ISO/TS 16949, the IATF 16949 certification was obtained in 2017, and the quality of the products manufactured has received much recognition from customers. In addition, we obtained the ISO 45001 occupational health and safety management system certification in 2024 to establish and implement a friendly workplace environment. At the end of the same year, we also successfully acquired the ISO 50001 Energy Management System certification, demonstrating our commitment to environmental protection and energy efficiency.

  • Achieved harmonious labor relations, production efficiency and quality stability.

  • (5) Advantages and disadvantages of future development and the countermeasures  Favorable factors

154

  • A. Grasp of Research and Development and Markets

We were greatly benefited in the graphic card market. In addition, through our development efforts in sectors covering vehicle on-board device, servers, internet communication, smart home appliance, and gaming laptop, we are capable of offering applications using steam and water cooling technologies, and tapping into high-end technologies including high air volume and wind pressure and low noise, power consumption and vibration, as well as applications in special conditions like high/low temperature, water and dust proof. In the meantime, we are working with our customers on fans controlled by smart circuit for applications in low starting pressure and voltage/current withstanding.

In the cooling fan production process, in addition to integration material applications and fluid mechanics related knowledge, the production technology R&D capabilities of manufacturers have also been put to the test. In addition to professional R&D personnel with a solid background, the Company has also obtained international certifications, including ISO9001 and ISO14001 and has obtained certification from major domestic and foreign manufacturers, a full indication of the Company’s receiving affirmation and recognition.

  • B. Increased Market Demand

  • (A) Increased chip and memory performance and energy consumption, and higher operating temperatures have resulted in higher operating temperatures are driving demand for more high-end, advanced cooling products.

  • (B) The market demand for the equipment with algorithmic efficiency and deheating power consumption is steadily increasing.

  • (C) The trend towards miniaturization, thinness, and high performance in customer demand for de-heating products is in the technology leader's favor.

  • (D) Tighter carbon footprint regulations have made customers more willing to replace their motors and fans with more energy efficient ones as applications.

  • (E) The development trends such as the Internet of Things (IoT), artificial intelligence (AI), 5G communication devices, and high-performance computing are driving more demand.

  • (F) AI servers/PCs, with powerful computing power of their core components, have seen the machine’s Thermal Design Power (TDP) rise dramatically, driving iterative updates to cooling systems.

C. Product Competitiveness

Effective cost control gives the Company a better competitive edge, which is coupled with the high level of internalized production at present and a rapidly accelerating degree of automation.

  - (A) Provide customers with instant and rapid services.

  - (B) Provide unit prices with market competitiveness.

  - (C) Shipments are in cooperation with customers’ required delivery dates.

  - (D) Increase production output and reduce process defective rates.

  - (E) Provide customers with technical support.

  - (F) Vertical integration of key components is technically complete.

  - (G) Collaborative design with customers, good co-development capabilities, fast response time, and strong customization ability
  • Unfavorable Factors and Specific Coping Strategies

  • A. Fierce Market Competitiveness

155

Due to the increasing competition in PC products, electronic components have been facing increasing pressure to lower prices. With the shorter life cycle of PC products and numerous competitors, the industry’s under greater competitive pressure.

Responsive strategies:

Fully grasp market changes actively enhance R&D design and management capabilities, strengthen supply chain vertical integration, enhance internalization level, and accelerate automated production.

  • B. Increase of Labor costs

Due to rapid cross-trait development, increased national income, and yearly wage increases in recent years, labor requirements and production costs increase every year. Moreover, the current cooling fan assembly process requires manual assembly, testing, and packaging, resulting in operational pressure.

Responsive strategies:

Since the company’s primary production base is in mainland China, it has improved and accelerated production automation to decrease the need for labor in the production process and increase the efficiency and productivity of the production line. This was done in response to the rise in production costs brought on by the annual increase in labor wages in the mainland. Apart from developing high performance and high profit products, the Company also developing cross-field products to increase added value.

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  1. The purpose of key items and production process

  2. (1) Intended use of the main products

Mainproducts Important Uses
Cooling fan e-sports, PC, NB, Communication network,
industrial control, vehicle, home appliances, and
other mechanical coolingcomponents.
  • (2) The production process of the main products

==> picture [404 x 298] intentionally omitted <==

  1. Supply of key materials
Main raw materials Main Sources Supply status
IC China/Taiwan Good
Bearing China/Taiwan Good
Plastic material China/Taiwan Good
Diode China/Taiwan Good
PCB China/Taiwan Good
Packaging material China/Taiwan Good
Enameled wire China/Taiwan Good
Capacitance China/Taiwan Good
Silicon lamination China/Taiwan Good
Copper alloy China/Taiwan Good

157

  • (2) List of key customers for purchase and sales: Names of suppliers accounting for more than 10% of the total purchase in any of the last 2 years, the amount of purchase and proportion to total purchase, and explain the reasons for the changes

Unit: NTD thousands

Unit: NTD thousands Unit: NTD thousands Unit: NTD thousands Unit: NTD thousands
2024 2025
Item Name Amount Ratio to
the annual
net
purchases
amount
[%]

Relationship
with the
issuer

Name
Amount Ratio to
the annual
net
purchases
amount
[%]
Relationship
with the
issuer
1 Manufacturer
A

46,833

10.94

None
Manufacturer
A

70,746

12.07

None
2 Manufacturer
B

31,232

7.29

None
Manufacturer
B

44,077
7.52
None
3 Others 350,211
81.77

None
Others 471,375
80.41

None
Purchase -
net
428,276
100.00
Purchase -
net
586,198
100.00

Benefiting from the launch of the new generation NVIDIA GeForce RTX 50 series graphics card by NVIDIA, the annual revenue increased year-on-year, so the net purchase also increased.

  • (2) Names of customers accounted for more than 10% of the total sale in any of the last 2 years, the amount of sale and proportion to total sale, and explain the reasons for the changes:

Unit: NTD thousands

Unit: NTDthousands Unit: NTDthousands Unit: NTDthousands
2024 2025
Item Name Amount Ratio to the
annual net sales
amount [%]
Relationship
with the
issuer

Name
Amount Ratio to the
annual net
sales amount
[%]

Relationship
with the
issuer
1 Customer
A

249,874

19.79

None
Customer
A
476,555
27.19

None
2 Customer
B

202,287

16.02

None
Customer
B
222,470
12.69

None
3 Customer
C

107,534

8.52

None
Customer
C
177,411
10.12

None
4 Others 703,120
55.67

None
Others 876,453
50.00

None
Net sales 1,262,815
100.00
Net sales 1,752,889
100.00

Benefiting from the launch of the new generation NVIDIA GeForce RTX 50 series graphics card by NVIDIA, the Company’s 2025 revenue increased by 38.81% compared to the same period in 2024.

158

III. Number of employees in the last 2 years to the date this report was printed.

Unit:person; year; years old
Year
2024
2025
March 31,2026
Employee
No.
Direct labor
485
520
496
Indirect labor
318
353
326
Total
803
873
822
Average age
30.95
41.81
41.94
Average seniority
4.39
6.04
6.48
Academic
qualification
Doctoral Degree
0.37%
0.42%
0.42%
Master
13.62%
8.68%
8.63%
College
22.05%
31.98%
31.45%
Below Senior
High School
45.47%
60.36%
59.50%
Unit:person; year; years old
Year
2024
2025
March 31,2026
Employee
No.
Direct labor
485
520
496
Indirect labor
318
353
326
Total
803
873
822
Average age
30.95
41.81
41.94
Average seniority
4.39
6.04
6.48
Academic
qualification
Doctoral Degree
0.37%
0.42%
0.42%
Master
13.62%
8.68%
8.63%
College
22.05%
31.98%
31.45%
Below Senior
High School
45.47%
60.36%
59.50%
Unit:person; year; years old
Year
2024
2025
March 31,2026
Employee
No.
Direct labor
485
520
496
Indirect labor
318
353
326
Total
803
873
822
Average age
30.95
41.81
41.94
Average seniority
4.39
6.04
6.48
Academic
qualification
Doctoral Degree
0.37%
0.42%
0.42%
Master
13.62%
8.68%
8.63%
College
22.05%
31.98%
31.45%
Below Senior
High School
45.47%
60.36%
59.50%
Unit:person; year; years old
Year
2024
2025
March 31,2026
Employee
No.
Direct labor
485
520
496
Indirect labor
318
353
326
Total
803
873
822
Average age
30.95
41.81
41.94
Average seniority
4.39
6.04
6.48
Academic
qualification
Doctoral Degree
0.37%
0.42%
0.42%
Master
13.62%
8.68%
8.63%
College
22.05%
31.98%
31.45%
Below Senior
High School
45.47%
60.36%
59.50%
Unit:person; year; years old
Year
2024
2025
March 31,2026
Employee
No.
Direct labor
485
520
496
Indirect labor
318
353
326
Total
803
873
822
Average age
30.95
41.81
41.94
Average seniority
4.39
6.04
6.48
Academic
qualification
Doctoral Degree
0.37%
0.42%
0.42%
Master
13.62%
8.68%
8.63%
College
22.05%
31.98%
31.45%
Below Senior
High School
45.47%
60.36%
59.50%
Year 2024 2025 March 31,2026
Employee
No.
Direct labor 485 520 496
Indirect labor 318 353 326
Total 803 873 822
Average age 30.95 41.81 41.94
Average seniority 4.39 6.04 6.48
Academic
qualification
Doctoral Degree 0.37% 0.42% 0.42%
Master 13.62% 8.68% 8.63%
College 22.05% 31.98% 31.45%
Below Senior
High School
45.47% 60.36% 59.50%

159

  • IV. Information on spending on environmental protection

In the last fiscal year and until the publication date of the annual report, loss caused by environmental pollution (including damages and environmental audit result indicating violation of environmental laws and regulations, where sanction date and number, violated laws and their content and sanction content shall be specified), estimated amount that could be incurred currently and in the future, as well as the response plan shall be disclosed. In the event it cannot be reasonably estimated, the fact that causes the reasonable estimate to be unavailable shall be explained: None.

The Company’s expenses relating to environmental protection are explained below:

  1. Permit of the installation of pollution treatment facility, or permit for emission of pollutants, or the payable fees for anti-pollution treatment, or the appointment of the designated body and personnel for environmental protection under law, and the status of licensing, payment or installation of such facility:

  2. (1) Pollution Facility Setup and Pollutant Discharge Permit

    • DONG GUAN DONG LI DIAN ZI CO. LTD., and Taiyi (Jiangxi) Electronic Technology Co., Ltd., mainly produce cooling fans and use plastic parts, circuit boards, silicon lamination, enamel wires, magnetic strips, metalclad, and wire as raw materials. The main process equipment includes injection machines, winding machines, pin inserting machines, tin furnaces, soldering irons, placement machines, oscilloscopes, pneumatic presses, etc. Pollutant Discharge and Environmental Impact Rating on Construction Projects and environmental Protection Application Form by Dongguan Environmental Protection Bureau (Changping Branch): No impact on surrounding environment and no industrial wastewater discharge with signatures affixed as confirmation. POWER LOGIC TECH. INC obtained the ISO14001 International environmental management Verification on June 11, 2007; Taiyi (Jiangxi) Electronic Technology Co., Ltd. obtained the certification in July 2020.

    • Since the processes cause no pollution, only waste disposal by a commissioned certified company according to provisions needs to be done. There is no need to apply for a pollution prevention and control certificate or set up pollution prevention and control facilities.

    • A. DONG GUAN DONG LI DIAN ZI CO. LTD. signed a service contract for hazard treatment with Yuelong Environment Technology in Guangdong (2025/06/01~2026/05/31) to dispose industrial waste and liquid during the production process. A contract was signed with Dongguan Da Feng Environmental Services Co., Ltd. (contract duration: 2025/11/01~2026/10/31) for solid waste disposition. Taiyi (Jiangxi) Electronics Technology Co. entered into the Hazardous Waste Disposal Service Agreement with Ji’an Julian Environmental Protection Technology Co., Ltd. (contract duration: 2025/08/01 to 2026/07/31), and entered into the Regular Solid Waste Disposal Service Agreement with Hongfa Renewable Resources Recycle Liyong Co., Ltd. (contract duration: 2025/08/01 to 2026/07/31).

    • B. DONG GUAN DONG LI DIAN ZI CO. LTD. has been certified by the local environmental protection administration for its waste water treatment. No further associated agreement is needed.

  3. (2) Payable fees for anti-pollution treatment

    • A. On the setup of Power Logic Tech. Inc. in Tianwei Village, wastewater treatment fees were paid to the Tianwei Village Committee. In 2014, payments were instead paid to Guangdong GDH Water Company Limited The basis of payment was computed by tap water usage. In 2014, the payment totaling RMB 82,135.36; in 2015, the payment totaling RMB 45,174.44; in 2016 the payment totaling RMB77,738.40; in 2017, the payment totaling RMB 71,570.4; in 2018, the payment totaling 61,973.40; in 2019, the payment totaling RMB 48,510.3; in 2020 the payment totaling RMB84,075.29; in 2021 the payment totaling RMB197,705.90; in 2022 the payment totaling RMB43,862.30; in

160

2023 the payment totaling RMB37,345.59; in 2024 the payment totaling RMB23590.28; in 2025 the payment totaling RMB28759.52.

     - B. Taiyi (Jianxi) Electronic Technology pays its sewage treatment fees to Anfu County Water Construction Company. The fee is calculated based on the tap water consumption. The total fee was RMB 11,762.40 in 2019, RMB 56,558.40 in 2020 and RMB 53,431.20 in 2021. In 2022 the payment totaling RMB47,958.00; in 2023 the payment totaling RMB44,606.40; in 2024 the payment totaling RMB49,389.60; in 2025 the payment totaling RMB54,291.60.
  1. Specify the investment in the major equipment of the Company for environmental protection and anti-pollution, the purpose and desired result: None.

  2. The effort of the Company in the improvement of the environment from pollution in the last 2 years to the date this report was printed. If there is dispute concerning pollution, specify the process of responding to the situation: Not applicable.

  3. Describe the status of pollution and corrective action, and the influence on the earnings, competitive position, and capital expenditures of the Company, and the major capital expenditures for environmental protection projected in the 2 years ahead

    • (1) Current condition of pollution and the impact of its improvement to the profits, competitive position and capital expenditures of the Company, as well as the projected major environment-related capital expenses to be made for the coming 2 fiscal years.

    • (2) Expected environmental protection capital expenditure in the next two years: None.

  4. V. Labor-Management Relations

  5. (I) The implementation of employee welfare policy, continuing education and training, and retirement system, and labor-management coordination, and the protection of the rights of the employees:

1. Staff fringe benefits

Regarding welfare measures for employees of the Company’s subsidiaries, in addition to National Health Insurance and Labor Insurance provisioned in Labor Standards Act of the Republic of China, employees are also insured with accident insurance and group insurance and are entitled to the following employee welfare measures: birthday cash gift, year-end bonus, bonus for three major holidays, incentive bonus, performance bonus, monthly birthday parties, year-end banquet, employee wedding cash gift, maternity allowance, funeral allowance, employee education grant, hospitalization consolation money for employees, maternity leave for male employees, special leave, annual leave, employee retirement allocation, etc., which guarantee employee benefits.

The Company established the “SUN MAX TECH LIMITED Employee Welfare Trust Plan Committee” in 2024 to motivate talent retention and enhance employees’ retirement benefits.

For staff in the Dongguan and Jiangxi Plant, in addition to social pension insurance, hospitalization, outpatient clinic medical insurance, unemployment insurance, industrial injury insurance, and maternity insurance insured by law, there are job promotion and salary raise opportunities every year to timely award employees with outstanding performance. Depending on the company operational performance and employment performance assessments, monthly bonuses and year-end bonuses are distributed. In collaboration with the Welfare Committee, achievement recognition activities are held during major holidays, and annual gatherings are held at the end of the year. The Company promotes proposal improvement activities. If a proposal effectively enhances efficiency or reduces costs, cash prizes are awarded as encouragement.

161

  1. Education and Training Situation

The Company focuses on talent cultivation and employees’ in-service education and training, in the hope of enhancing employees’ overall literacy and work skills.

  • (1) Pre-service Training

The Management Department shall commence pre-service training on incoming personnel based on job function and the condition of newcomers in order for them to understand the Company’s development history, corporate culture, management rules, industrial safety, environmental management, production processes, quality control, regulatory and legal contents, concept training, etc.

  • (2) Pre-service Professional Training

Special and professional personnel and personnel of national regulated jobs involving higher risks/special tasks. Before officially commencing work and led by the Management Department, the Recruitment Department shall implement professional pre-service training or commissioned training. Employees may take up their job past after obtaining qualification. The Management Department shall retain and monitor the relevant job transfers, transfer training and qualification evaluation records.

  • (3) On-the-job training

Internal and external training, online education, lectures, etc. are offered from time to time to enhance employees’ job-related skills and knowledge so that they can achieve their career development and planning goals and effectively apply their newfound knowledge at work, thereby enhancing their self-esteem.

  • (4) Professional Skill Training

R&D employees should keep up their fundamental skills while working. Our company occasionally offers external training and other advanced courses in order to keep up with the market’s rapid changes, enabling employees to maintain the necessary skill levels and fulfill career requirements.

162

(5) The 2025 staff advanced study and training

Date Course content Class
Hours
Course unit/Professor Participants
2025/3/4 2025 corporate governance evaluation
seminar

3
Exchange Chen o Ju
2025/5/14 Board of Directors and functional
committees (audit, remuneration)
Regulation analysis and audit key
points
6 The Institute of Internal
Auditors, R.O.C
CHEN, o
CHENG
2025/5/15 Self-defense fire organization training
for the first half of 2025

4
Administration
Department
Liu o Wen
2025/5/16 Self-defense fire organization training
for the first half of 2025

4
Administration
Department
Lin o Fu
2025/5/17 Self-defense fire organization training
for the first half of 2025

4
Administration
Department
LAI o Lun
2025/5/18 Self-defense fire organization training
for the first half of 2025

4
Administration
Department
Chang o
Hsiang
2025/5/19 Self-defense fire organization training
for the first half of 2025

4
Administration
Department
WEI o Lung
2025/5/20 One-day course for greenhouse gas
inventory
6 Industrial Development
Administration, Ministry
of Economic Affairs
(Government grant)

Chen o Ju
2025/5/20 Trump’s tariff war and overseas
adjustments and responses for
Taiwanese businesses
3 KPS Certified Public
Accountants Limited
Lu o Wei
2025/5/21 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Wu o Chao
2025/5/22 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Wu o Yen
2025/5/23 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Wu o Hsien
2025/5/24 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Lu o Yuan
2025/5/25 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Lin o Fu
2025/5/26 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chang o Kai

163

Date Course content Class
Hours
Course unit/Professor Participants
2025/5/27 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chang o
Hsiang
2025/5/28 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chang o Chia
2025/5/29 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chang o Sheng
2025/5/30 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chen o Hsun
2025/5/31 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chen o Yuan
2025/6/1 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chen o Yu
2025/6/2 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chen o Hao
2025/6/3 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Feng o Na
2025/6/4 Internal audit digital transformation
practice seminar
6 The Institute of Internal
Auditors
Lin o Hua
2025/6/4 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
HUANG o
Lieh
2025/6/5 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Tung o Liang
2025/6/6 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Liao o Hung
2025/6/7 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
LAI o Lun

164

Date Course content Class
Hours
Course unit/Professor Participants
2025/6/8 ISO9001 internal audit training course
6
Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chung o Yeh
2025/6/9 Self-defense fire organization training
for the first half of 2025

4
Administration
Department
Hung o Liang
2025/6/9 Self-defense fire organization training
for the first half of 2025

4
Administration
Department
Wu o Hsiang
2025/6/9 Self-defense fire organization training
for the first half of 2025

4
Administration
Department
YAO o Min
2025/6/9 Self-defense fire organization training
for the first half of 2025

4
Administration
Department
Lin o Hua
2025/6/9 Analysis of directors’ due diligence,
governance, and the effectiveness of
internal control systems
6 The Institute of Internal
Auditors, R.O.C
CHEN, o
CHENG
2025/6/10 Introduction to fan motors 1 R&D Department HUANG o
Mao
2025/6/11 New employee training – structural
design and sample assembly
13 R&D Department HUANG o
Mao
2025/6/12 New employee training – structural
design and sample assembly
13 R&D Department Liao o Jen
2025/6/13 New employee training – structural
design and sample assembly
13 R&D Department Lu o Yuan
2025/6/14 Automotive APQP documents 2 R&D Department HUANG o
Mao
2025/6/15 Automotive APQP documents 2 R&D Department Liao o Jen
2025/6/16 Automotive APQP documents 2 R&D Department Lu o Yuan
2025/6/17 Automotive APQP documents 2 R&D Department Lu o Yuan
2025/6/18 Automotive APQP documents 2 R&D Department Chung o Yeh
2025/6/19 Trump’s tariff war and overseas
adjustments and responses for
Taiwanese businesses
3 KPS Certified Public
Accountants Limited
Chang o
Hsiang
2025/6/19 Automotive APQP documents 2 R&D Department Wu o Yen
2025/6/20 Automotive APQP documents 2 R&D Department Chang o Chia
2025/6/21 Self-defense fire organization training
for the second half of 2025

4
Administration
Department
Liu o Wen
2025/6/22 Self-defense fire organization training
for the second half of 2025

4
Administration
Department
Lin o Fu
2025/6/23 Self-defense fire organization training
for the second half of 2025

4
Administration
Department
LAI o Lun
2025/6/24 Self-defense fire organization training
for the second half of 2025

4
Administration
Department
Chang o
Hsiang
2025/6/25 Self-defense fire organization training
for the second half of 2025

4
Administration
Department
WEI o Lung
2025/6/26 Sound quality analysis and
optimization seminar
8 Samewells Lu o Yuan
2025/6/27 Sound quality analysis and
optimization seminar
8 Samewells Chung o Yeh
2025/6/28 FLOFED Basic Course 7 Otsuka Information Wu o Hung
2025/6/29 FLOFED Basic Course 7 Otsuka Information Lu o Shuo

165

Date Course content Class
Hours
Course unit/Professor Participants
2025/6/30 FLOFED Basic Course 7 Otsuka Information HUANG o
Chin
2025/7/1 FLOFED Basic Course 7 Otsuka Information HUANG o
Lieh
2025/7/2 FLOFED Basic Course 7 Otsuka Information HUANG o
Mao
2025/7/3 FLOFED Basic Course 7 Otsuka Information Liao o Jen
2025/7/4 FLOFED Basic Course 7 Otsuka Information Liu o Hao
2025/7/5 FLOFED Basic Course 7 Otsuka Information WEI o Lung
2025/8/7 The era of smart auditing: AI system
auditing and AI-assisted auditing
6 The Institute of Internal
Auditors
Lin o Hua
2025/8/13 ISO9001 internal audit training 6 Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Wu o Ling
2025/8/13 ISO9001 internal audit training 6 Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chang o
Hsiang
2025/8/13 ISO9001 internal audit training 6 Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
LAI o Hsien
2025/8/13 ISO9001 internal audit training 6 Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Wu o Wen
2025/8/13 ISO9001 internal audit training 6 Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
HUANG o
Chun
2025/8/13 ISO9001 internal audit training 6 Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
LAI o Wen
2025/8/13 ISO9001 internal audit training 6 Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Lo o Chih
2025/8/13 ISO9001 internal audit training 6 Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Lin o Hua
2025/8/13 ISO9001 internal audit training 6 Mr. Luo, Consultant,
Mi-g International
Consulting &
Management Co., LTD.
Chen o Ju
2025/8/13 Net-zero talent cultivation and carbon
tariff CBAM course
6 Industrial Development
Administration, Ministry

Chen o Ju

166

Date Course content Class
Hours
Course unit/Professor Participants
of Economic Affairs
(Government grant)
2025/9/11 Challenges and opportunities of IFRS
S1/S2 for enterprises
3 Aheadmaster LAI o Hsien
2025/9/16 Workshop for manufacturing sector
on climate change adaptation
6 Taiwan Green
Productivity Foundation
(Government grant)
Chen o Ju
2025/9/16 2025 manufacturing industry climate
change adaptation workshop
5.5 Industrial Development
Administration, Ministry
of Economic Affairs

YAO o Min
2025/10/9 IFRS 18 “Presentation and Disclosure
in Financial Statements” standards
and practical analysis
6 Accounting Research
and Development
Foundation
Chang o
Hsiang
2025/10/15 Moving toward a global circular
vision: GCP architecture and the path
to industrial circular practices in
Taiwan
3 Business Council for
Sustainable
Development (BCSD)
YAO o Min
2025/10/31 Briefing on law compliance advocacy
for equity transaction by insiders in
2025
3 Securities and Futures
Institute
YAO o Min
2025/11/10 Corporate Governance Diversity,
Equity, and Inclusion (DEI)
3 Finance Research and
Development
Foundation
YAO o Min
2025/11/10 How AI Enhances Operational
Efficiency and Service Quality, and
Case Study on AI Transformation
3 Finance Research and
Development
Foundation
YAO o Min
2025/11 Self-defense fire organization training
for the second half of 2025

4
Administration
Department
Six people
from the
Administration
Department
2025/2/10-
2/21
New employee training – structural
design and sample assembly
80 R&D Department Chang o Chia
2025/2/24-
2/25
Design X reverse engineering 14 Road Ahead
Technologies Consultant

Lu o Yuan
2025/2/24-
2/25
Design X reverse engineering 14 Road Ahead
Technologies Consultant

Lu o Shuo
2025/2/24-
2/25
Design X reverse engineering 14 Road Ahead
Technologies Consultant
Wen o Lung
2025/4/7-
4/18
New employee training – structural
design and sample assembly
80 R&D Department Chung o Yeh
2025/6/25-
6/26
Two-day advanced course on low-
carbon net-zero talent training and
carbon footprint
12 Ministry of Economic
Affairs
Chen o Ju
2025/9/18-
9/19
Continuing education for accounting
executives from security issuers,
security brokerages and security
exchanges
12 Accounting Research
and Development
Foundation
YAO o Min

167

3. The Company’s retirement policy and execution

The employees of the affiliates in Taiwan will be subject to the retirement policies in the work rules, the Labor Pension Act and relevant regulations when processing their retirement benefits. Currently the new pension system applies. The Company pays 6% of the employee’s total monthly wage into the employee’s personal pension account every month. As of December 31, 2025, there are 79 employees enrolled in the new system. There are nine employees who allocate their monthly wages based on the voluntary allocation rate into their personal pension account at the Labor Insurance Bureau. No employee applied for retirement in 2025.

The Company’s main operating base is located in Dongguan City, Guangdong Province, and Ji'an City, Jiangxi Province China. Insurance premiums for each employee are appropriated on a monthly basis and paid to local social insurance bureau. After the employee reaches the statutory retirement age, he/she can apply for a pension from the Social Insurance Bureau.

1. Retirement eligibility:

  • (1) Employees who meet one of the following circumstances may apply for retirement:

  • (a) Workers who attain the age of 55 and have worked for more than 15 years. (b) Workers who have worked for more than 25 years.

  • (c) Workers who attain the age of 60 and have worked for more than 10 years.

  • (2) The Company may force the retirement of any employee who has any of the following situations:

  • (a) Workers who attain the age of sixty-five. The age for any position that is dangerous or requires strong physical condition may be adjusted after the Company reports to the central competent authority but shall not be less than 55 years old.

  • (b) A worker who is unable to perform his/ her duties due to disability.

2. Criteria of new pension payment system

  • (1) Any employee reaching age 60 or the statutory age may immediately apply with the Labor Insurance Bureau for the payment of pension.

  • (2) The new pension system will pay 6% of the employee’s total monthly wage into the employee’s personal pension account every month according to the schedule of wage levels approved by the central competent authority.

  • Agreement between labor and management and various employee benefit maintenance measures

The Company establishes labor–management meeting on March 29, 2018 according to Article 83 of the Labor Standards Act “A business entity shall hold meetings to coordinate worker–employer relationships and promote worker–employer cooperation and increase work efficiency.” Rules relating to the labor–management conference all proceeded in accordance with laws and regulations. We held four labor-management meeting in 2025 (on January 13, 2025; April 14, 2025; July 24, 2025; November 13, 2025) to discuss about and voted on various labor issues. In addition, the Company always care about employees’ interests, and adopts proactive attitude to communicate with the employees, implements human centered management to strengthen labor-management relationship and centripetal force Apart from setting up an appeal channel and a work team, employees can reflect their opinions at any time by e-mail or suggestion box. The labor and management communication channel is smooth and its implementation is in good condition.

168

5. Employee working environment and personal safety protection measures:

The company's Taiwan subsidiary office is used by offices and R&D units.
Item Contents
Access
Control
Security
Management
1. The office building has a 24-hour security and surveillance system.

2. Personnel access control requires an access card.
Equipment
maintenance
and
inspection
1. Inspection and maintenance electrical equipment, air conditioning equipment and
firefighting equipment.

2. According to the provisions of the Fire Protection Law, the qualified Fire Company is
entrusted with the maintenance declaration of fire safety equipment every year.
3. Regular inspections are carried out in accordance with the safety inspection rules for
dangerous machinery and equipment of Labor Safety Law.
4. Maintain drinking water equipment regularly to ensure safe drinking water.
Disaster
prevention
measures and
response
actions
1. Twice a year (around June/November), drills on disaster avoidance, evacuation, and the
use of fire extinguishers are taking place with the help of the factory building
management committee in accordance with building and fire regulations to minimize
injuries and property damage.

2. On a semi-annual basis, in accordance with the latest Fire Protection Plan which has
been developed and submitted for review, promote knowledge on various disaster
prevention and control, and organize fire-fighting drills, notification, and evacuation
guidance teams in order for the personnel to familiarize themselves with the
identification of fire risk and specific disaster mitigation
3. Site fire protection managers are selected, who should be retrained every three years
(the certificates for two managers in 2025 were valid and they are exempted from
retraining). Occupational safety and health supervisors are selected, who should receive
6 hours of on-the-job training every two years (the certificates for three managers in
2025 were valid and they are exempted from retraining) to implement self-regulation
respond to change, and ensure the safety andhealthofemployees at the workplace.

Dongguan, Jiangxi Production Base

Protective measures and implementation for work environment and personal safety of employees

Dongguan, Jiangxi Production Base Dongguan, Jiangxi Production Base
Protective measures and implementation for work environment and personal safety of employees
Item Specific implementation situation
Occupational
Hazard
1.
Occupational Hazard

1.1 Each year, the company entrusts professional third parties regularly to test the
“Factors on Occupational Hazards in the Workplace” and issue test reports.
1.2 Develop occupational disease emergency plans and conduct pre-planning exercises
regularlyto reduce hazards in the workplace.
Self-
inspection of
Safety
Production
2.
Self-inspection of safety production: The self-inspection of the unsafe factors that
may be generated by employees in the face of different working environments,
processes and operations, and the detection and improvement of potential hazards and
effective control.
2.1 Equipment operation: SOP is established for all equipment operation according to the
process. The staff can operate according to the SOP after passing the training and
issuing the work permits.
2.2 Machine maintenance: The machine operator needs to maintain the machine daily,
and the production department needs to maintain the machine regularly.

169

Protective measures and implementation for work environment and personal safety of employees
2.3 Job training: Educate and train the employees in the workshop and special positions
according to the annual training plan.
2.4 Precautions: Devices are equipped with protective measures to reduce the chance of
occupational injuries.
2.5 False alarm incident: Improve the site where the environment may cause injury or
harm.
Working
Environment
3.
Working Environment
3.1 Fire safety: According to the fire laws and regulations, the factory entrusts a third
partyto carryout fire inspection eachyear andpass fire inspection.

3.2 Fire equipment inspection: The security guards should check all firefighting
equipment every month and repaired or replaced immediately if the equipment is out
of date or out of order.
3.3 Disaster prevention training: Conduct disaster response and firefighting drill every six
months to ensure the safety of working environment.
3.4 Environmental Testing: Waste water, waste gas and environmental noise are tested
regularlyevery year.
Factory
Safety
4.
Factory Safety
4.1 Security guards are stationed and patrolled in the factory 24 hours a day.
4.2 There is a strict access monitoring system.

(II) In the last fiscal year and until the publication date of the annual report, loss caused by labor disputes (including violation of the Labor Standards Act found during labor inspection, where sanction date and number, violated laws and their content and sanction content shall be specified), and the estimated amount that could be incurred currently and in the future, as well as the response plan, shall be disclosed. In the event it cannot be reasonably estimated, the fact that causes the reasonable estimate to be unavailable shall be explained:

The Company practices labor policies in accordance with the law. Regarding the inconsistence in the recognition of labor rights and interests, it will be resolved according to consensus and statutory methods. There is no major dispute arising from labor relations. Therefore, there is no loss due to labor disputes.

170

  • VI. Information and communication security management

  • (I) Framework information and communication security management, information and communication security policies, specific management plans, and resourced inputted into information and communication security management:

I. Information and Communication Security Organization Structure

The information security responsibility of the Company is under the jurisdiction of Information Security Unit, which has one chief information security officer and one information security personnel who are designated for formulating company’s security policy, planning and executing information security related operations, and promoting and implementing information security policies; additionally, providing a periodic overall report on information security status to the president and the board of directors.

The company’s Audit Office serves as supervisory for information security oversight. The department is led by an Audit Manager and dedicated auditing personnel who are responsible for overseeing the internal execution of information security. On the occasion that deficiencies are identified, the department requires the audited unit to submit improvement planning and concrete actions and conduct follow-up on the effectiveness of the implemented improvements to alleviate internal information security risk.

The department adopts PDCA (Plan-Do-Check-Act) cycle management as its organizational operation mode to ensure that reliability targets are met and continuously improved.

==> picture [514 x 178] intentionally omitted <==

II. Information and Communication Security Policy

  • Purpose of information security:

to establish secure, reliable computerized work environment; to ensure the security of the Company’s data, systems, equipment, and network, in order to protect the Company’s continuous operations, customer rights and interests, and the sustainable operation of each unit’s information system.

  • Scope of information security:

  • (1) Personnel management and information security education and training

  • (2) Computer system security management

  • (3) Network security management

  • (4) System access control

171

  • (5) System development and maintenance security management

  • (6) Information asset security management

  • (7) Physical and environmental security management

  • (8) Information system sustainable operation plan management

  • (9) Information security audit

III.Information and Communication Security Policy and Detailed Management Plan

In order to prevent various external security threats, Sun Max has built a variety of information security protection systems to enhance the security of the overall information environment. In addition, in order to ensure that the internal personnel’s operations are in compliance with the company's system and regulations, it has designed operating procedures and introduced information security system tools to implement personnel information security management measures. The specific items implemented this year are as follows:

  • (I) The company reported on the information security policy execution status at the board of directors’ meeting on November 10, 2025:

  • Data center: Update hardware of server data center to improve data access performance and optimize data security.

  • Data backup: The company has adopted a new version of backup software to improve overall backup efficiency.

  • File security: Introduce file encryption software to encrypt and record file flow and control, and prevent unauthorized access and leakage of file assets.

  • Information security awareness: Regular information security promotion is held for employees, and training for management personnel is reinforced.

  • Risk monitoring: The Company compiles and reports the information security records and information security risks on a monthly basis.

172

(II) Description of 2025 information security education training:

2025 informationsecurity educationtraining courses informationsecurity educationtraining courses
No. Date Course Name Class
Hours
Number of
participants
1 April 8, 2025 2025 General education course on
personal data management (online)
3 1 person
(Information
Security
Personnel)
2 June 13, 2025 2025 CIO Manufacturing Forum –
Taipei
8 1 person
(Information
security officer)
3 September 18, 2025 AI three-day seed course (Taipei
Class)
18 1 person
(Information
security officer)
4 September 1, 2025 to
October 31, 2025
Civil servant platform – online course
Information security and personal data
protection basic awareness course
Information service procurement and
information security risk management
Intrusion detection and website
vulnerability scanning
Information and communication
system business continuity exercise
practice
Information and communication
security (including social engineering)
protection
New knowledge, trends, and value-
added applications ofopendata
18 1 person
(Information
Security
Personnel)
5 October 2, 2025 2025 1st Government Information and
Communication Security Protection
Roadshow (Online)
3 1 person
(Information
Security
Personnel)
6 November 30, 2025 Smart Business Digital Transformation
Application Toolkit (Online)

24
1 person
(Information
security officer)
7 December 26, 2025 Video Course for 2025 Cybersecurity
for Information Security Personnel of
TWSE/TPEx Listed Companies
(Online)
6 2 persons
(dedicated to
information
security)

(II) Losses caused by major information and communication security events in the most recent year and on the day of annual report printing may affect the coping measures. In the event a reasonable estimation fails to be made, explain the facts for failure to make a reasonable estimation:

No such circumstances occurred in 2025 and as of the date of annual report printing.

173

VII. Important Contracts

(I) Credit and Guarantee Contracts

No Contract Party Contract
Counterpart
Contract Date/
Contract Period
Term of Agreement Limitation
Article
1. Taiyi (Jiangxi)
Electronic
Technology
Co., Ltd.
Chinatrust
Commercial
Bank
From December 17,
2025 to November
30, 2026
1. The credit line provided by China Trust Bank is
RMB 34 million.
2. A foreign issuer acts as a joint guarantor.
None
2. British Virgin
Islands Business
Mobility
Technology
Taiwan Branch
Chinatrust
Commercial
Bank
From November 24,
2025 to November
30, 2026
1. The credit line provided by China Trust Bank is
NT$40 million.
2. A foreign issuer acts as a joint guarantor.
None
3. Power Logic
Holdings INC.
Chinatrust
Commercial
Bank
From August 20,
2025 to June 30,
2031
1. The credit line provided by China Trust Bank is
US$ 3.8 million.
2. A foreign issuer acts as a joint guarantor.
3. The credit line maturity date is five years after
the first drawdown date, and the final
drawdown date is June 30, 2026.
4. A foreign issuer acts as a joint guarantor.
None
4. British Virgin
Islands Business
Mobility
Technology
Taiwan Branch
Taishin
International
Bank Co.,
Ltd.
From February 3,
2026 to January 31,
2027
1. The credit line provided by Taishin Bank is
US$5 million.
2. A foreign issuer acts as a joint guarantor.
None
5. POWER
LOGIC TECH.
INC
Taishin
International
Bank Co.,
Ltd.
From February 3,
2026 to January 31,
2027
1. Taishin International Bank has provided a
short-term secured borrowing in the amount of
NT$84,000,000; the collateralized properties
are:
A_3F-5, No. 16, Jian 8th Rd., Zhonghe Dist.,
New Taipei City; B1, No. 162, Jian 1st Rd.,
Zhonghe Dist., New Taipei City and 1 plane
parking space thereunder.
B_6F-2, No. 16, Jian 8th Rd., Zhonghe Dist.,
New Taipei City; B1, No. 162, Jian 1st Rd.,
Zhonghe Dist., New Taipei City and 1 plane
parking space thereunder.
2. Unsecured short-term working capital of
NT$60,000,000.
None
6. POWER
LOGIC TECH.
INC
Taishin
International
Bank Co.,
Ltd.
From June 14, 2022
to June 21, 2027
1. Secured interim borrowing, NT$220,000,000,
from Taishin International Bank.
2. Collateralized properties:
9F, 9F-1, 9F-2, 9F-3, No. 166, Jian 1st Rd.,
Jhonghe District, New Taipei City; B1, No.
162, Jian 1st Rd. and 16 ramp/plane parking
spaces.
None
7. POWER
LOGIC TECH.
INC
Taishin
International
Bank Co.,
Ltd.
From November 7,
2024 to November
18, 2029
1. Secured interim borrowing, NT$220,000,000,
from Taishin International Bank.
2. Collateralized properties:
15F1~3, 15F, No. 166, Jian 1st Rd., Zhonghe
Dist., New Taipei City; B1, No. 162, Jian 1st
Rd., Zhonghe Dist., New Taipei City and 4
plane parking space thereunder.
None

174

(II) Sales Contract

No. Contract
Party
Contract
Counterpart
Contract Date/
Contract
Period
Term of Agreement Limitation
Article
1. DONG
GUAN
DONG LI
DIAN ZI
CO. LTD
Auras
Electronic
Science and
Technology
Industrial
(Kunshan)
Co., Ltd.
Effective from
January 22,
2016
AURAST Technology (Kunshan) Co.,
Ltd purchases various products from
Dongguan Power Holding CO., Ltd;
Dongguan Power Holding CO., Ltd is
required to undertake the production or
delivery of various products to AURAST
Technology (Kunshan) Co., Ltd
according to the orders.
None
2. Samoa
Power
Holdings
Limited
Auras
Electronic
Science and
Technology
Industrial
(Kunshan)
Co., Ltd.
Effective from
January 13,
2016
AURAST Technology (Kunshan) Co.,
Ltd purchases various products from
Dongguan Power Holding CO., Ltd;
Dongguan Power Holding CO., Ltd is
required to undertake the production or
delivery of various products to AURAST
Technology (Kunshan) Co., Ltd
according to the orders.
None
(III) Lease Contract
No. Contract
Party
Contract
Counterpart

Contract Date/
Contract
Period
Term of Agreement Limitation
Article
1. DONG
GUAN
DONG LI
DIAN ZI
CO. LTD
Zheng
Lihong
From January
1, 2024 to
December 31,
2026
Leasing factory building/dormitory,
approximately RMB 2,909,426.76 per
year
None
2. Taiyi
(Jiangxi)
Electronic
Technology
Co., Ltd.

Zheng
Lihong
From January
1, 2024 to
December 31,
2026
Leasing factory building, approximately
RMB 533,268.36 per year
None

175

(IV) Other Contracts

No. Contract
Party
Contract
Counterpart
Contract Date/
Contract Period
Term of Agreement Limitation
Article
1. British
Virgin
Islands
Business
Mobility
Technology
Taiwan
Branch
BU IC
Electronics
Co.
January 1, 2016 to
December 31, 2016
Neither party is not
before the expiry
of two months written
notice to the other
party not to renew,
the automatic
extension of about
one year, thereafter
likewise.
BU IC Electronics Co. provides
marketing, after-sales services and
supports for Thermal products in
South Korea.
None
2. Taiyi
(Jiangxi)
Electronic
Technology
Co., Ltd.
People’s
Government
of Anfu
County,
Jiangxi
Province
Signed and
effectuated on July
18, 2019.
Investment agreement, where the
government is responsible for
realizing business-attraction
programs, investment in
infrastructures and assistance
programs, and the company
performs agreed investment and
sales amount.
None
3. Taiyi
(Jiangxi)
Electronic
Technology
Co., Ltd.
Anfu County
Industrial
Construction
Investment
Development
Co., Ltd.

Signed and
effectuated on July
18, 2019.
Transfer Agreement for Real Estate.
Purchase of factory building 1,
factory building 2 and dormitory
building 3 (total price: RMB
86,780,000). The total floor area is
36,088.31 square meters (land price
RMB 4,492,790). The term began
from January 8, 2018 and ends on
January 7, 2068.
None

176

V. Review of financial status, business performance, and risk management

  • I. Comparative analysis of financial condition:
Unit: NTD thousands Unit: NTD thousands
Year
Item
2025 2024 Variation
Amount %
Current assets 1,917,133 1,445,252 471,881 32.65
Property, plant,
and equipment
1,358,529 1,428,370 (69,841) (4.89)
Right-of-use
assets.
38,032 52,904 (14,872) (28.11)
Intangible assets 8,520 9,015 (495) (5.49)
Other assets 202,148 60,588 141,560 233.64
Total assets 3,524,362 2,996,129 528,233 17.63
Current liabilities 516,286 519,822 (3,536) (0.68)
Non-current
liabilities
757,476 541,198 216,278 39.96
Total liabilities 1,273,762 1,061,020 212,742 20.05
Share Capital 411,225 377,223 34,002 9.01
Capital surplus 1,067,515 895,605 171,910 19.19
Retained earnings 758,769 639,946 118,823 18.57
Other equity 6,903 14,519 (7,616) (52.46)
Non-controlling
interest
6,188 7,816 (1,628) (20.83)
Total
shareholders’
equity
2,250,600 1,935,109 315,491 16.30
Description of major changes:
(The amount changes by more than 10%, and the amount reaches 1% of the total assets of the
year, that is, NT$35,244 thousand)
1. Increase in current assets: The increase in revenue for the period resulted in an
increase in accounts receivable, cash and cash equivalents.
2. Increase in other assets: The prepayment for the purchase of land and plant in
Thailand for the period led to an increase in the prepayment for equipment,
resulting in an increase of other assets.
3. Increase in total assets: Accounts receivable and prepayment for equipment
increased for the period.
4. Increase in non-current liabilities: The issuance of convertible bonds resulted in an
increase in bonds payable.
5. Increase in total liabilities: The issuance of convertible corporate bonds led to an
increase in total liabilities.
6. Increase in capital surplus: Capital surplus increased due to the issuance at a
premium for cash capital increase.
7. Increase in retained earnings: Growth in revenue and profit led to an increase in
retained earnings.
8. Increase of total shareholders’ equity: Total shareholders’ equity increased due to
increasesincapitalcompany andretained earnings.

Source: consolidated audited financial statements

177

  • II. Comparison and analysis of financial performance:

  • Financial performance analysis

Unit: NTD thousands

Unit: NTD thousands Unit: NTD thousands
Year
Item
2025 2024 Variation
Amount %
Operating revenue 1,752,889 1,262,815 490,074 38.81
Operating cost 1,162,522 928,378 234,144 25.22
Gross profit 590,367 334,437 255,930 76.53
Operating expenses 333,639 274,997 58,642 21.32
Operating gains and losses 256,728 59,440 197,288 331.91
Non-operating revenues and
expenses
41,901 95,675 (53,774) (56.20)
Profit before income tax 298,629 155,115 143,514 92.52
Income tax expense 90,477 36,831 53,646 145.65
Net profit of current period 208,152 118,284 89,868 75.98
Current period other
comprehensive income
(7,616) 71,257 (78,873) (110.69)
Current period other
comprehensive income (Gross)
200,536 189,541 10,995 5.80
Description of major changes:
(The change ratio before and after the period is more than 20%, and the amount of change
exceeds NT$10 million)
1. Increase in operating revenue: Strong market demand for the released graphics cards
boosted revenue.
2. Increased operating costs: Higher revenue resulted in increased operating costs.
3. Increase in operating margin: Gross profits increased due to rising revenue and an
improved gross profit margin.
4. Increase of operating expenses: Revenue growth led to a corresponding increase in
related operating expenses.
5. Increase of operating revenue: Operating revenue increased significantly with revenue
growth.
6. Decrease in non-operating income and expenses: The increase in exchange loss led to a
decrease in non-operating income and expenses.
7. Increase in net income before tax, income tax expense, and increase in net income in the
current period: This increase was due to higher profits from revenue growth, which led to
an increase in income tax.
8. Decrease in other comprehensive income for the period: The appreciation of the
renminbi resulted in an increase in exchange differences arising from the translation of
the financial statements of foreign operations by the investment in Mainland China
subsidiaries for the previous period. In this period, the RMB depreciated slightly.
5. Total comprehensive income for the period: The increase in net income causes an
increase in comprehensive income for the period.

Source: consolidated audited financial statements

2. Expected sales volume and the related reference

The Company's expected sales volume is based on the market forecast of major customers, the sales status of past products, the expected growth rate of products, the development of new customers and the business growth of existing customers, while taking

178

into account the material conditions of major raw materials and the capacity of suppliers. Set the shipping target by factors such as delivery time.

  1. Possible impact on the company's future financial business and its response plan

The company has a stable growing operation and a stable source of customers, will steadily increase capital expenditure to bring new business opportunities for the company. Also, the company will continue to deepen and operational management reasonable cost control of each subsidiary to promote the company's business growth and improve profitability; No significant potential impact on the company's future financial business.

  • III. Cash flow analysis:

  • Cash flow analysis in the most recent year (2025)

Unit: NT$ thousand; %

Unit: NT$thousand;% Unit: NT$thousand;%
Year
Item
2025 2024 Variation
Amount %
Operating activities 242,024 286,256 (44,232) (15.45)
Investing activities (136,291) (333,321) 197,030 (59.11)
Financing activities 229,790 128,234 101,556 79.20
Change analysis:
(1) Decrease in cash inflow from operating activities: Although the revenue and profit
increased in the current year, the decrease in cash revenue in the current period
due to the difference in the number of days for collection of account receivables
resulted in the decrease in cash inflow from operating activities.
(2) Decrease in cash used in investing activities: The prepayment for land and
building expenditure of Thailand plant for the period is less than the capital
expenditure on the purchase of Taipei office in the previous year, resulting in a
decrease in cash used in investing activities for the period.
(3) Increase in cash provided by financing activities: The cash inflow from the
issuance of convertible bonds this year is higher than the cash inflow from the
long-term loan for the purchase of Taipei Office in the previous year. This results
in an increase in cashprovided byfinancingactivities.

Source: consolidated audited financial statements

  1. Plans to improve liquidity: None.

  2. Liquidity analysis for the next year (2026)

Beginning of
year cash
balance
(1)
Net cash flow from
operating activities
for the year
(2)
Annual cash
outflow
(3)
Cash surplus
(deficit)
(1)+(2)-(3)
Financing ofcashdeficits Financing ofcashdeficits
Investment Wealth
management
1,090,256
174,549

543,717

721,088

-
-
1. Analysis of anticipated cash flow changes in 2025:
(1) Estimated cash inflow from business activities: NT$174,549.
(2) The estimated cash outflow from investment activities is NT$337,595 thousand, which is
primarily attributable to the acquisition of production and R&D equipment.
(3) The estimated cash outflow for loans is NT$206,122 thousand dollars, which is mainly
caused by distributing cash dividends and repayment of long-term loans in 2025.
2. Responsive measures and liquidityanalysis on cash flow deficits: None.

179

IV. Material capital expenditures in the latest year and impacts on business performance

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
Plans Actual and
expected
funding
source
Actual and
expected
completion
date


Total
funds
required
Actual or expected uses of funds
2024 2025 2026
Purchase of
property, plant
and buildings
Proprietary
funds and
bank loans
November
2024
NTD
300,400
NTD
300,400
Investment in
a subsidiary in
Thailand
Capital
increase in
cash and
issuance of
convertible
bonds
September
2026
NTD
308,000
NTD
58,864
NTD
249,136
  • V. The major causes for profits or losses incurred by investments during the most recent year; rectifications and investment plans for the next year

1. The Company's investment policy

The Company’s current reinvestment policy focuses on investment relating to fundamental business and does not involve in any reinvestment unrelated to fundamental business, where the relevant units are bound by Rules Governing Acquisition and Disposal of Assets and Rules Governing Oversight and Management of Subsidiaries stipulated by the Company, and in accordance with the investment cycle policy under the internal control system. Each subsidiary shall comply with the Company’s rules and shall conduct proper internal control considering local laws and actual operation.

  1. The main reasons for the profit or loss of investment in the most recent year (2025): Unit: NTD thousands
2. The main reasons for the profit or los
NTD thousands
s of investm ent in the most recent year (2025):Unit:
Transfer investment Investment
gains and
losses

Remark
United StrategyInc. 167,219 Good operatingcondition
POWER LOGIC HOLDINGS INC. (3,842) Good operating condition
SunnySharpInternational Ltd. 41,716 Good operatingcondition
POWER LOGICTECH.INC 32,613 Good operating condition
DONG GUAN DONG LI DIAN ZI
CO.LTD
33,353 Good operating condition
Taiyi (Jiangxi) Electronic Technology
Co.,Ltd.
153,888 Good operating condition
CICHENG TECHNOLOGY CO., LTD. (6,511) The volume of orders received was not
enough to harmonize the production
capacity, so there was still a loss. In the
future, we will continue to explore the
market toincreaserevenue.
POWER LOGIC
TECH(THAILAND)CO. LTD.
59 New subsidiary planned for establishment in
Thailand

180

VI. Risk management and assessment:

(I) Risk factor

  1. Impacts of interest rates, exchange rates, and inflation to The Company’s earnings, and the responsive measures

  2. (1) Interest rate changes and response measures

The interest income of the Company for the year of 2024 and 2025 was NT$19,122 thousand and NT$21,112 thousand, respectively, accounting for 1.51% and 1.20% of the combined net operating income for the year, respectively, and the interest expenses for 2024 and 2025 were NT$9,252 thousand and NT$14,426 thousand, respectively, accounting for 0.73% and 0.82% of the combined net operating income for the year, had little impact on the company's revenue and profit. The Company's future response measures: The Company will pay attention to the changes in the financial interest rate at any time, and adjust the use of funds in a timely manner to meet the financial risks that may arise from changes in interest rates. In the future, the company's capital planning is still based on sound principles, and the first allocation of funds is safely managed. Considering the future development of the company, different funding sources and costs will be adopted in addition to maintaining good relations with banks, and different financing methods will be chosen for future growth.

  • (2) Exchange rate changes and response measures

The company primarily collects payments in New Taiwan dollars, US dollars, and renminbi and purchases materials in New Taiwan dollars, US dollars and renminbi. The natural risk-hedging effect is produced by offsetting receipts and payments in the same currency to reduce exchange demand. The net exchange gain in 2024 is NT$25,795 thousand and the net exchange loss in 2025 is NT$13,971 thousand, representing 2.04% and 0.80% of the consolidated net operating income, respectively. This is primarily due to the fluctuating value of the US dollar and is intended to mitigate the impact of exchange rate fluctuations on the company’s profit and loss. The specific measures of the company in response to exchange rate changes are as follows:

  • A. Financial staff should collect real-time currency information at any time, make judgments based on the trend of future exchange rates, maintain adequate foreign exchange reserves and provide a business as a reference basis for quotation.

  • B. Adjust the foreign currency deposit position according to the exchange rate change situation. Considering the pre-purchase or pre-sale forward foreign exchange contract for the purpose of hedging and the method of borrowing foreign debt to reduce the exchange rate risk if necessary.

  • C. Adopt the method of automatic hedging of foreign exchange receipts and payments to reduce the foreign currency net assets by offsetting the foreign currency receipts and payments generated by foreign sales and foreign purchases.

  • D. According to Article 36-1 of the Securities and Exchange Act, the “Procedures for Financial Derivatives Transactions” is established as the basis for engaging in derivative commodity transactions, so that the foreign exchange losses of daily operations are limited to a controllable range.

  • (3) Inflation response measures

181

The Company has considered the risk of inflation in the planning of the annual operating plan. The past profit and loss of the Company has not been significantly affected by inflation. If the purchase cost increases due to inflation, the Company will also keep abreast of the price of upstream goods. Changes are timely reflected in costs and quotations to reduce the profit and loss impact on the company due to cost changes.

  1. Policies on high risk and highly leveraged investments, loans to others, endorsements / guarantees, and the trading of derivative instruments; describe the main causes of profit or loss and responsive measures in the future

  2. (1) Based on prudent principles and pragmatic business philosophy, the company has not engaged in high-risk and highly leveraged investment except in the fields of the company's business.

  3. (2) The Company has set has "Regulations Governing of loans to other", "Regulations Governing of Endorsements/Guarantees", "acquisition or disposal of asset disposal program," "derivative commodity transaction processing" and other measures. The company will comply with the above procedures, so the relevant risks should be limited.

  4. R&D plan in the future and projected investment

R&D expenses for 2024 and 2025 were NT$88,143 thousand and NT$106,420 thousand, respectively, or 6.98% and 6.07% of total revenue. R&D expense is budgeted according to the product roadmap. We have planned a R&D budget of NT$137,639 thousand for 2026 to cater various development projects.

R&D projects 2026 R&D budget by project item
Cooling fans for graphic cards,
NB and gaming
Approximately NT$137,639 thousand
Telecom/AI, servers
Vehicle fans

In response to the needs of multiple research and development projects (graphics card cooling fans, NB cooling fans, LED gaming cooling fans, smart and power-saving appliance, telecom/5G servers, vehicle fans, and AI fan promotion), in addition to laboratories expansion, purchase of relevant testing equipment, increasing professional research and development ability, cultivating research and development talents, and close cooperation with buyers, the Company also uses our technology in designing innovative products and developing new manufacturing techniques to improve the Company’s competitiveness and expand non-computer, smart fan and server applications. It develops new market applications and increases the overall profits.

  1. The effect of major changes in policies and legal practices, whether domestic or foreign, to the company’s financial and business performance, and the responsive actions:

The company is registered in the Cayman Islands and the main place of operation is Mainland China. The implementation of the company's various businesses is handled in accordance with important domestic and international policies and laws, and it is important to pay attention to important policies and legal changes in the countries and regions. Information, and prepare for prevention through various pipelines. If there are any changes, consult with lawyers, accountants and other relevant units, or appoint them to evaluate and plan the corresponding measures, and timely respond to market changes and take appropriate measures. The Company has not had significant influence

182

on the financial operations of the Company due to significant policy and legal changes in the Cayman Islands and the major operating countries.

  1. Effects of technological (including cyber security risks) and industrial changes to the company's financial and business performance, and the responsive actions The Company keeps abreast of the changes in technology and product demand in the industry, keeps abreast of the latest market information, and assesses its impact on the company's operations. The evaluation and research and development of various products have met the market demand, and the latest annual and annual reports are printed. At the end of the day, the company has no major technological changes or industrial changes, which has caused significant impact on the company's financial business.

To implement information security management, the Company stipulates Rules Governing Information Security Management and relevant operational procedures, which shall be the basis of implementing information work plans. The Company strictly restricts the use and safety maintenance of information, establishes firewalls, encryption systems and personal information storage to restrict and audit access and records to reduce risks to information security.

  1. Impacts of changes in corporate image to the company's crisis management, and the responsive measures

Since the establishment of the company, the company has a good corporate image, complies with relevant laws and regulations, actively researches and develops new products and obtained patent certification, while maintaining harmonious labor and local relations, in order to maintain a good corporate image, so this crisis has not happened yet.

  1. The expected benefits from mergers and acquisitions, the potential risks associated, and the responsive measures

The Company has no plan for merger and acquisition with any other company in the prospectus was printed, and will take caution in evaluation of any possible merger and acquisition in the future with overall assessment on the synergy after the merger to ensure the rights of the shareholders.

  1. The expected result, possible risk of capacity expansion, and the response

In November 2024, the Company purchased the office for the Taipei factory. Considering the future growth and development of the Group, the existing office area, laboratory, and warehouse are dispersed across different buildings, and the individual floor spaces are small, making it difficult to meet the needs of development and operational management. In addition, to align with the future operational strategy, incorporate operational planning such as pilot run lines or test lines to meet the Company’s objectives.

The main reason that the Company purchases the plants is to upgrade the production volume and quality, and allow customers to display relevant processes and equipment. In addition, the Company conducts pilot runs or relevant deployment planning and continues to be committed to improving quality and services, which will help reduce operating risks.

The Company purchased land and plant facilities in Thailand in February 2026, primarily for the production of automotive cooling fans. This will not only meet the growing demand for cooling systems in new energy vehicles in Europe and the United States but also facilitate business development in these key markets and alleviate concerns about the origin of auto parts from China. Consequently, the Company established a new production department and service base outside China, selecting

183

Thailand as its manufacturing hub to enhance profitability and mitigate operational risks. This decision aligns with the “China Plus One” strategy, offering long-term strategic value and supporting the expansion of the automotive market, as well as the Group’s future operational plans and the Company’s overseas business development goals.

  1. Risks of concentrated purchases or sales, and responsive measures to such risks

  2. (1) Risks of concentrated purchases, and responsive measures to such risks:

The main customer of the company is Taiwan Computer Display Card System Factory. Due to customer's requirements for quality, the main raw materials such as PBT/PC plastic materials, rolling bearings, enameled wire, tin wire, tin bar, square wire, integrated circuit, etc. Raw materials such as silicon steel sheets, iron shells, magnetic strips, copper, electronic components, power cords, packaging materials, shaft cores, etc., are used in a variety of ways to purchase goods from multiple manufacturers to increase bargaining space and reduce the risk of material shortage. Or according to changes in the product structure of the company's sales, there is no risk of concentration of purchases.

  • (2) Risks of concentrated sale, and responsive measures to such risks:

The revenue of the Company's largest sales customers in 2025 and 2024 was 27.19% and 19.79%, respectively, while the top ten customers accounted for 79.22% and 78.79% respectively, and the revenue of the first customer was In the case of a high proportion, the Company will strengthen the control of its credit limit. If the order quantity is greater than the credit limit granted and the sum of the receivables, the company will suspend the shipment and will also periodically check accounts receivable with customers, timely collection to avoid bad debt. In addition, in order to spread the risk of sales, the company will actively look for new customers and new business opportunities to spread the source of customers, such as the development of vehicles, network communication, industrial control, home appliances and other different product areas of customer orders. With the wave of AI technology ignited by Chat GPT, and emerging applications such as Vehicle-to-everything, Internet of Things, and Metaverse are on the rise, coupled with the fact that governments are actively promoting infrastructure such as smart cities, smart grids/charging piles and energy storage systems, etc., we will continue to explore a diverse range of markets and to develop the design and application of cooling fans for various industries. The company shall continue to actively expand the product market of high-end niche cooling fans, which is expected to achieve gradual growth and disperse the risk of sales concentration.

  1. The risks and impacts of significant shareholding transfers by directors, supervisors, or major shareholders with more than 10% ownership interest, and the responsive measures to such risks

In the most recent year and the end of the annual report, the directors of the Company and the majority shareholder holding 10% of the shares did not have a significant transfer of equity.

  1. The influence and risk from the change hands of the management, and the response

The company has not changed its management rights in the most recent year and up to the date of publication of the annual report. The Company has strengthened various corporate governance measures and established the Nomination Committee in January 2025. Directors shall be appointed by nomination. The Audit Committee shall be made up of four independent directors in order to strengthen the protection of shareholders’ rights and interests. In addition, the company’s operations rely on the

184

professional managers’ sound operating performance, which should be supported by shareholders. Complete internal control systems and relevant management regulations have been set up. Changes in management rights, if any, shall not subject the company's operations to detrimental impacts.

  1. List out the legal proceedings or non-contentious matters, or administrative actions, involving the Company, the Directors, Supervisors, President, the deputy agent, or dominant shareholders holding more than 10% of the shares issued by the Company and its subsidiaries, concluded with rulings or still pending, the result of which may cause significant influence on the shareholders equity or stock price of the Company. Disclose the factual account of the contention, the starting date of the proceedings, the parties concerned, and the action taken by the Company to the date this report was printed: None.

  2. Other significant risks and responsive measures:

  3. (1) Risk of rapid market changes

The Company pays attention to the change and development in technologies in the industry, as well as new products launched by international brands, to quickly grip the trend and propose a response plan. We also proactively expand the market applications by continuously developing new clients in different industries to reduce operational risks and by obtaining more orders from clients to reduce risks of industrial changes. Therefore, risks are diversified in the unstable economy and our income source is relatively stable. The Company has always operated conservatively and stably to effectively reduce the risks posed by economy changes.

  • (2) Risk of shareholder equity protection

The company's registered Cayman Islands law has many differences with the Republic of China. Although the company has not touched the laws of the Isle of Man, it is subject to the regulations of the Taiwan Stock Exchange Co., Ltd. The National Shareholders' Rights Protection Matters Checklist amends the company's articles of association. However, there are still many differences between the two local laws and regulations on the operation of the company. Investors cannot guarantee the investment in the legal rights of the Republic of China company, and apply it to the Cayman invested. In an archipelago company, investors should know and consult with experts to invest in whether the Cayman Islands company can obtain effective shareholder rights protection. Please refer to pages 199 to 203 of this annual report for the differences between the articles of association and the checklist of shareholders' rights and interests’ protection.

(II) Other important notes:

Please refer to pages 199 to 203 of this annual report for an explanation of the significant differences between these shareholder protection regulations and those of the ROC.

185

VI. Special remarks

  • I. Information regarding the affiliated enterprises

  • (I) Information regarding the affiliated enterprises

    1. Organization chart for affiliates:

      • (1) Organization chart for affiliates:

==> picture [545 x 332] intentionally omitted <==

Note: POWER LOGIC TECH (THAILAND) CO., LTD was registered on April 11, 2025.

  • (2) Presumption of Controlled and Subordinate Company in accordance with Article 369-3 of the Company Act: None (3) Subsidiary companies that directly or indirectly control personnel, finance or business operations in accordance with the second paragraph of Article 369-2 of the Company Act: None

186

2. Basic information of affiliated enterprises:

December 31,2025 Unit: NT$thousand
Name of affiliated
enterprises
Date of
establishment
Address
Paid-in shares
Capital
Major
operations
United Stragegy INC.
2003/07/01
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$16,960
Investment
holding
POWER LOGIC
HOLDINGS INC.
2008/08/21
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$4,445
Investment
holding
Power Logic Tech. Inc.
1998/04/04
9F, 9-1F, No. 166, Jian 1st
Rd., Zhonghe Dist., New
Taipei City
NT$219,200
Sales of
electronic
components
Sunny sharp International
Limited
2015/11/11
Portcullis Chambers, 4th
Floor, Ellen Skelton Building,
3076 Sir Francis Drake
Highway, Road Town,
Tortola, British Virgin Islands
VG1110
US$1,550
Investment
holding
DONG GUAN DONG LI
DIAN ZI CO. LTD
2003/12/10
No. 13, Tianheng Road,
Tianwei Village, Changping
Town, Dongguan City,
Guangdong Province, China
HK$21,000
Sales of
electronic
components
Taiyi (Jiangxi) Electronic
Technology Co., Ltd.
2019/06/26Anfu Industrial Park, Jiangxi
Province
RMB150,000
Production
and sales of
electronic
components
CICHENG TECHNOLOGY
CO., LTD.
2021/02/03
No. 9, Ln. 39, Sec. 2,
Zhongshan Rd., Guanyin
Dist., Taoyuan City
NT$50,000
Production
and sales of
electronic
components
POWER LOGIC TECH
(THAILAND) CO., LTD
2025/04/11
700/420 Moo.7, Tambol
Don hua roh, Amphur
Muang Chonburi, Chonburi
20000,Thailand
THB 313,316
Production
and sales of
electronic
components
December 31,2025 Unit: NT$thousand
Name of affiliated
enterprises
Date of
establishment
Address
Paid-in shares
Capital
Major
operations
United Stragegy INC.
2003/07/01
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$16,960
Investment
holding
POWER LOGIC
HOLDINGS INC.
2008/08/21
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$4,445
Investment
holding
Power Logic Tech. Inc.
1998/04/04
9F, 9-1F, No. 166, Jian 1st
Rd., Zhonghe Dist., New
Taipei City
NT$219,200
Sales of
electronic
components
Sunny sharp International
Limited
2015/11/11
Portcullis Chambers, 4th
Floor, Ellen Skelton Building,
3076 Sir Francis Drake
Highway, Road Town,
Tortola, British Virgin Islands
VG1110
US$1,550
Investment
holding
DONG GUAN DONG LI
DIAN ZI CO. LTD
2003/12/10
No. 13, Tianheng Road,
Tianwei Village, Changping
Town, Dongguan City,
Guangdong Province, China
HK$21,000
Sales of
electronic
components
Taiyi (Jiangxi) Electronic
Technology Co., Ltd.
2019/06/26Anfu Industrial Park, Jiangxi
Province
RMB150,000
Production
and sales of
electronic
components
CICHENG TECHNOLOGY
CO., LTD.
2021/02/03
No. 9, Ln. 39, Sec. 2,
Zhongshan Rd., Guanyin
Dist., Taoyuan City
NT$50,000
Production
and sales of
electronic
components
POWER LOGIC TECH
(THAILAND) CO., LTD
2025/04/11
700/420 Moo.7, Tambol
Don hua roh, Amphur
Muang Chonburi, Chonburi
20000,Thailand
THB 313,316
Production
and sales of
electronic
components
December 31,2025 Unit: NT$thousand
Name of affiliated
enterprises
Date of
establishment
Address
Paid-in shares
Capital
Major
operations
United Stragegy INC.
2003/07/01
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$16,960
Investment
holding
POWER LOGIC
HOLDINGS INC.
2008/08/21
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$4,445
Investment
holding
Power Logic Tech. Inc.
1998/04/04
9F, 9-1F, No. 166, Jian 1st
Rd., Zhonghe Dist., New
Taipei City
NT$219,200
Sales of
electronic
components
Sunny sharp International
Limited
2015/11/11
Portcullis Chambers, 4th
Floor, Ellen Skelton Building,
3076 Sir Francis Drake
Highway, Road Town,
Tortola, British Virgin Islands
VG1110
US$1,550
Investment
holding
DONG GUAN DONG LI
DIAN ZI CO. LTD
2003/12/10
No. 13, Tianheng Road,
Tianwei Village, Changping
Town, Dongguan City,
Guangdong Province, China
HK$21,000
Sales of
electronic
components
Taiyi (Jiangxi) Electronic
Technology Co., Ltd.
2019/06/26Anfu Industrial Park, Jiangxi
Province
RMB150,000
Production
and sales of
electronic
components
CICHENG TECHNOLOGY
CO., LTD.
2021/02/03
No. 9, Ln. 39, Sec. 2,
Zhongshan Rd., Guanyin
Dist., Taoyuan City
NT$50,000
Production
and sales of
electronic
components
POWER LOGIC TECH
(THAILAND) CO., LTD
2025/04/11
700/420 Moo.7, Tambol
Don hua roh, Amphur
Muang Chonburi, Chonburi
20000,Thailand
THB 313,316
Production
and sales of
electronic
components
December 31,2025 Unit: NT$thousand
Name of affiliated
enterprises
Date of
establishment
Address
Paid-in shares
Capital
Major
operations
United Stragegy INC.
2003/07/01
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$16,960
Investment
holding
POWER LOGIC
HOLDINGS INC.
2008/08/21
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$4,445
Investment
holding
Power Logic Tech. Inc.
1998/04/04
9F, 9-1F, No. 166, Jian 1st
Rd., Zhonghe Dist., New
Taipei City
NT$219,200
Sales of
electronic
components
Sunny sharp International
Limited
2015/11/11
Portcullis Chambers, 4th
Floor, Ellen Skelton Building,
3076 Sir Francis Drake
Highway, Road Town,
Tortola, British Virgin Islands
VG1110
US$1,550
Investment
holding
DONG GUAN DONG LI
DIAN ZI CO. LTD
2003/12/10
No. 13, Tianheng Road,
Tianwei Village, Changping
Town, Dongguan City,
Guangdong Province, China
HK$21,000
Sales of
electronic
components
Taiyi (Jiangxi) Electronic
Technology Co., Ltd.
2019/06/26Anfu Industrial Park, Jiangxi
Province
RMB150,000
Production
and sales of
electronic
components
CICHENG TECHNOLOGY
CO., LTD.
2021/02/03
No. 9, Ln. 39, Sec. 2,
Zhongshan Rd., Guanyin
Dist., Taoyuan City
NT$50,000
Production
and sales of
electronic
components
POWER LOGIC TECH
(THAILAND) CO., LTD
2025/04/11
700/420 Moo.7, Tambol
Don hua roh, Amphur
Muang Chonburi, Chonburi
20000,Thailand
THB 313,316
Production
and sales of
electronic
components
December 31,2025 Unit: NT$thousand
Name of affiliated
enterprises
Date of
establishment
Address
Paid-in shares
Capital
Major
operations
United Stragegy INC.
2003/07/01
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$16,960
Investment
holding
POWER LOGIC
HOLDINGS INC.
2008/08/21
Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$4,445
Investment
holding
Power Logic Tech. Inc.
1998/04/04
9F, 9-1F, No. 166, Jian 1st
Rd., Zhonghe Dist., New
Taipei City
NT$219,200
Sales of
electronic
components
Sunny sharp International
Limited
2015/11/11
Portcullis Chambers, 4th
Floor, Ellen Skelton Building,
3076 Sir Francis Drake
Highway, Road Town,
Tortola, British Virgin Islands
VG1110
US$1,550
Investment
holding
DONG GUAN DONG LI
DIAN ZI CO. LTD
2003/12/10
No. 13, Tianheng Road,
Tianwei Village, Changping
Town, Dongguan City,
Guangdong Province, China
HK$21,000
Sales of
electronic
components
Taiyi (Jiangxi) Electronic
Technology Co., Ltd.
2019/06/26Anfu Industrial Park, Jiangxi
Province
RMB150,000
Production
and sales of
electronic
components
CICHENG TECHNOLOGY
CO., LTD.
2021/02/03
No. 9, Ln. 39, Sec. 2,
Zhongshan Rd., Guanyin
Dist., Taoyuan City
NT$50,000
Production
and sales of
electronic
components
POWER LOGIC TECH
(THAILAND) CO., LTD
2025/04/11
700/420 Moo.7, Tambol
Don hua roh, Amphur
Muang Chonburi, Chonburi
20000,Thailand
THB 313,316
Production
and sales of
electronic
components
Name of affiliated
enterprises
Date of
establishment

Address
Paid-in shares
Capital
Major
operations
United Stragegy INC. 2003/07/01 Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$16,960 Investment
holding
POWER LOGIC
HOLDINGS INC.
2008/08/21 Vistra Corporate Services
Centre, Ground Floor NPF
Building, Beach Road, Apia,
Samoa
US$4,445 Investment
holding
Power Logic Tech. Inc. 1998/04/04 9F, 9-1F, No. 166, Jian 1st
Rd., Zhonghe Dist., New
Taipei City
NT$219,200 Sales of
electronic
components
Sunny sharp International
Limited
2015/11/11 Portcullis Chambers, 4th
Floor, Ellen Skelton Building,
3076 Sir Francis Drake
Highway, Road Town,
Tortola, British Virgin Islands
VG1110
US$1,550 Investment
holding
DONG GUAN DONG LI
DIAN ZI CO. LTD
2003/12/10 No. 13, Tianheng Road,
Tianwei Village, Changping
Town, Dongguan City,
Guangdong Province, China
HK$21,000 Sales of
electronic
components
Taiyi (Jiangxi) Electronic
Technology Co., Ltd.
2019/06/26 Anfu Industrial Park, Jiangxi
Province
RMB150,000 Production
and sales of
electronic
components
CICHENG TECHNOLOGY
CO., LTD.
2021/02/03 No. 9, Ln. 39, Sec. 2,
Zhongshan Rd., Guanyin
Dist., Taoyuan City
NT$50,000 Production
and sales of
electronic
components
POWER LOGIC TECH
(THAILAND) CO., LTD
2025/04/11 700/420 Moo.7, Tambol
Don hua roh, Amphur
Muang Chonburi, Chonburi
20000,Thailand
THB 313,316 Production
and sales of
electronic
components

Note: POWER LOGIC TECH (THAILAND) CO., LTD was registered on April 11, 2025.

  1. Information on the same group of shareholders presumed as under control and in subordinated relation: None

  2. The industries housed in the same business location of the whole Affiliated Enterprises:

  3. The business of the Company and its related companies includes the molding, injection molding, painting and assembly of 3C products.

187

  1. Information on directors, supervisors, and general managers of affiliated enterprises:
enterprises: enterprises: enterprises:
December 31,2025
Status of shareholding
Number of Shares
Ratio of
Shareholding
3,025,000
100%
3,050,000
100%
21,920,000
100%
490,000
100%
Capital
HK$21,000,000
100%
Capital
RMB150,000,000
100%
1,000,000
0
20%
0%
39,999,998
99.99%
Name of affiliated
enterprises
Title Company name or
representative
Status of shareholding
Number of Shares
Ratio of
Shareholding
United Stragegy INC. Director HSU Wen-Faung 3,025,000 100%
POWER LOGIC
HOLDINGS INC.
Director HSU Wen-Faung 3,050,000 100%
Power Logic Tech. Inc. Executive
Director
HSU Wen-Faung 21,920,000 100%
Sunny sharp International
Limited
Director HSU Wen-Faung 490,000 100%
DONG GUAN DONG LI
DIAN ZI CO. LTD
Executive
Director
Supervisor
HSU Wen-Faung
LAI, Jen-Chung
Capital
HK$21,000,000
100%
Taiyi (Jiangxi) Electronic
Technology Co., Ltd.
Executive
Director
Supervisor
HSU Wen-Faung
LAI, Jen-Chung
Capital
RMB150,000,000
100%
CICHENG TECHNOLOGY
CO., LTD.
Chairman
Supervisor
Yen His-Fen
Chang Chi-Jen
1,000,000
0
20%
0%
POWER LOGIC TECH
(THAILAND) CO., LTD
Director
Director
HSU Wen-Faung
Hsu, Jia-Heng
39,999,998 99.99%

Note: POWER LOGIC TECH (THAILAND) CO., LTD was registered on April 11, 2025.

188

(II) Business Performance of Affiliated Enterprises:

(II) Business Performance of Affiliated Enterprises: (II) Business Performance of Affiliated Enterprises: (II) Business Performance of Affiliated Enterprises: (II) Business Performance of Affiliated Enterprises: (II) Business Performance of Affiliated Enterprises: (II) Business Performance of Affiliated Enterprises: (II) Business Performance of Affiliated Enterprises: (II) Business Performance of Affiliated Enterprises: (II) Business Performance of Affiliated Enterprises:
Financial status and operating results of each related company:
December 31, 2025
Unit: NTD thousands, except Earnings Per Share (NTD)
Name of affiliated enterprises
Capital
Total assets
Total
liabilities
Net value
Operating
revenue
Profit (loss)
from
operations
Current period
profit (after
tax)
Earnings
per share
(After
tax)
United Stragegy INC.
90,705
1,487,452
90,340
1,397,112
0
(326)
167,219
Note 1
POWER LOGIC HOLDINGS
INC.
151,868
332,877
0
332,877
0
(2,707)
(3,842)
Note 1
Power Logic Tech. Inc.
219,200
880,912
476,519
404,393
207,951
32,177
32,613
1.49
Sunny sharp International
Limited
15,190
345,438
216,328
129,110
708,270
39,261
39,729
Note 1
DONG GUAN DONG LI
DIAN ZI CO. LTD
88,456
282,976
87,109
195,867
361,426
35,088
33,353
Note 2
Taiyi (Jiangxi) Electronic
Technology Co., Ltd.
688,394
1,729,013
448,266
1,280,747
1,774,826
229,762
155,422
Note 2
CICHENG TECHNOLOGY
CO., LTD.
50,000
34,048
3,109
30,939
16,715
(8,339)
(8,139)
(1.63)
POWER LOGIC
TECH(THAILAND)CO.LTD.
299,903
313,800
484
313,316
0
(536)
59
0.001
Note 1: It is not applicable to overseas companies.
Note 2: It is a mainland limited company, not applicable.
Name of affiliated enterprises Capital Total assets Total
liabilities
Net value Operating
revenue
Profit (loss)
from
operations
Current period
profit (after
tax)
Earnings
per share
(After
tax)
United Stragegy INC. 90,705
1,487,452

90,340

1,397,112

0

(326)

167,219

Note 1
POWER LOGIC HOLDINGS
INC.

151,868

332,877

0

332,877

0

(2,707)

(3,842)

Note 1
Power Logic Tech. Inc. 219,200
880,912

476,519

404,393

207,951

32,177

32,613

1.49
Sunny sharp International
Limited
15,190
345,438

216,328

129,110

708,270

39,261

39,729

Note 1
DONG GUAN DONG LI
DIAN ZI CO. LTD
88,456
282,976

87,109

195,867

361,426

35,088

33,353

Note 2
Taiyi (Jiangxi) Electronic
Technology Co., Ltd.
688,394
1,729,013

448,266

1,280,747

1,774,826

229,762

155,422

Note 2
CICHENG TECHNOLOGY
CO., LTD.
50,000
34,048

3,109

30,939

16,715

(8,339)

(8,139)

(1.63)
POWER LOGIC
TECH(THAILAND)CO.LTD.

299,903

313,800

484

313,316

0

(536)

59

0.001
Note 1: It is not applicable to overseas companies.
Note 2: It is a mainland limited company, not applicable.

189

  • (III) Consolidated financial statements of affiliated companies: Please visit the MOPS for the consolidated financial statements.

  • (IV) Affiliation Report: None.

  • II. Private placement of securities during the latest year up till the publication date of this annual report: none.

  • III. Other supplementary information: None.

  • IV. Explanation of significant differences with the provisions of the shareholders' rights and interests of the Republic of China:

Due to the slight inconsistency between the British Cayman Islands Act and the Republic of China Act, the Taiwan Stock Exchange Co., Ltd. recently amended the “Registration Form for the Protection of Shareholders’ Rights and Interests of Foreign Issuer Registration Countries” (hereinafter referred to as “Registration Form for the Protection of Shareholders’ Rights and Interests”) does not apply to the Company of course. The following list shows the differences between the Company's currently valid Articles of Association (the “Articles of Association”) and the protection of shareholders' interests due to the provisions of the British Cayman Islands Act, and the Company. The provisions of the charter.

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
The Company
repurchased its own
shares for
assignment to its
employees with the
restriction of no
transfer within the
specific period of
time. Such period
could not be longer
than 2 years.
The contents of this
requirement are stated in
Article 40D of the
Articles of Incorporation,
read as “Unless Article
40E of the Articles of
Incorporation and the
laws governing the listing
on the TWSE or TPEx
provide otherwise, the
treasury shall be disposed
in accordance with the
provisions and conditions
determined by the Board.
If the repurchase of
treasury shares shall be
subject to assignment to
employees under
applicable laws
governing the listing on
the TWSE or TPEx, the
employees concerned
shall promise not to
transfer these shares
within a stipulated period
no longer than 2 years.
(Note: The above is the
extract in Chinese)”

According to Article 1
of the Articles of
Incorporation,
Treasury Shares as
referred to shall be
those shares issued in
accordance with the
Articles of
Incorporation, the
company law of the
Cayman Islands, and
applicable laws
governing the listing
on the TWSE but
repurchased or
redeemed, or
repossessed through
any other means by
the Company without
cancellation. As such,
the requirement of this
section is provided by
Article 40D of the
Articles of
Incorporation.
According to the
lawyers of the
Cayman Islands, “the
restrictions agreed
between the transferor
and transferee is a
Based on the opinion
of Cayman's lawyers,
it is recommended
that this section be
fully disclosed in the
annual report to avoid
misunderstandings by
the public or
company
shareholders. If it can
be fully disclosed,
there is no significant
adverse impact on
shareholders' equity.

190

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
contractual matter
between themselves.”
The following
matters shall be
listed and explained
in the convening of
the shareholders'
meeting, and shall
not be proposed in a
temporary motion;
the main contents of
the following matters
shall be placed at the
securities counter
trading center or the
stock exchange or
the company's
designated website,
and their website
shall be stated. In the
call for notice:
(1) The election or
dismissal of
directors;
(2) Amendments to
the Company
Corporate
Charter
(Articles of
Incorporation);
(3) Decapitalization
;
(4) Application for
discontinuation
of public
offering:
(5) Company
dissolution,
merger, share
conversion,
division;
(6) Entering into,
alteration, or
termination of
the agreement
on leasing of
the whole
operation,
entrustment of
operation, or
The contents of
requirement in this
section are stated in
Article 50 of the Articles
of Incorporation and
specified as, “The
following shall be cited
in the notice of the
Shareholders Meeting,
and cannot be proposed
as extemporary motions:
(a) Election or relief of
Directors (b) Alteration
of the MOU and/or the
Articles of Incorporation;
(c)
Decapitalization; (d)
Application for
discontinuation of public
offering; (e) Dissolution
of the Company, transfer
of shares (defined by
applicable laws
governing the listing on
the TWSE or TPEx),
merger, or spinoff; (f)
Entering into, alteration,
or termination of the
agreement on leasing of
the whole operation,
entrustment of operation,
or joint venture in
operation with a third
party;
(g) Assignment of all or
the principal business
operations or assets; (h)
Acceptance of business
operations or assets
assigned by a third party
that caused significant
influence on the
operation of the
Company; (i) Offering of
equity securities through
private placement; (j)
Engagement of the
Directorsinbusiness
1. Amendments to
Article 50 of the
company’s Articles
of Incorporation
have been
completed in
accordance with
the updated
provisions in the
left column of the
“Checklist for
Shareholders’
Rights and
Interests
Protection in the
Foreign Issuer’s
Country of
Registration”
announced by the
Taiwan Stock
Exchange
Corporation on
May 2, 2024.
2. The operation in
the Cayman
Islands has no
specific rules and
regulations
governing
extemporary
motions.
According to the
lawyer of the
Cayman Islands,
the Company shall
explicitly state the
content of the
meeting for
discussion and
provide related
information for the
shareholders in the
meeting notice in
the aspect of
extemporary
motion. However,
“Miscellaneous
motions”will
1. Amendments to
Article 50 of the
company’s
Articles of
Incorporation
have been
completed at the
2025 shareholders
meeting in
accordance with
the provisions in
the left column of
the “Checklist for
Shareholders’
Rights and
Interests
Protection in the
Foreign Issuer’s
Country of
Registration”
announced by the
Taiwan Stock
Exchange
Corporation on
May 2, 2024.
2. Based on the
opinion of
Cayman's
lawyers, it is
recommended
that this section
be fully disclosed
in the annual
report to avoid
misunderstanding
s by the public or
company
shareholders. If it
can be fully
disclosed, there is
no significant
adverse impact on
shareholders'
equity.

191

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
joint venture in
operation with a
third party.
(7) Transfer the
entire or the
main part of
business or
assets;
(8) Acceptance of
business
operation or
assets assigned
by a third party
that caused
significant
influence on the
operation of the
Company;
(9) Offering of
equity securities
through private
placement;
(10) The engagement
of the Directors
in business
prohibited
under the rule
of no
competition;
(11) Payment of
dividends and
bonuses in
whole or in part
through the
offering of new
shares.
(12) Appropriation
of the legal
reserve or
additional paid-
in capital or as
gifts for
capitalization
into new shares
payable to the
original
shareholders in
whole or in part.

activities prohibited
under the rule of no
competition; (k) Payment
of dividends and bonuses
in whole or in part
through the offering of
new shares; (l)
Appropriation of legal
reserves or additional
paid-in capital, or gifts
for capitalization into
new shares or in cash
payable to the original
shareholders, in whole or
in part; (m) According to
the Company Act,
payment of dividends and
bonuses in whole or in
part through the offering
of new shares; (n) The
Company may assign
treasury shares to
employees; (o)
Termination of listing;
(p) Issuance of employee
stock warrants at a price
lower than the closing
price of the stock on the
date of issuance; and (q)
Issuance of new
restricted employee
shares.
Shareholders may
propose motions at the
convention of the
Shareholders Meeting
unless the Company Act
or the Articles of
Incorporation provide
otherwise but only
confined to the scope of
the original motions.
(Note: The above is the
extract in Chinese)”

usually be
included in the
meeting notice of
the Shareholders
Meeting. In
general, these
motions are
informal and
insignificant so
that the Chairman
(Presiding Officer)
cannot include
major issues in this
category. In case
of major issues,
meetings shall be
called under the
agenda for further
discussion and
resolution. In case
of an emergency
where the issue
must be resolved
in the convention
of the
Shareholders
Meeting, the
substantive content
of these issues
must be presented
in the next session
for ratification.
Nevertheless,
extemporary
motion is not
regulated under the
laws of the
Cayman Islands.
Yet, the lawyer of
the Cayman
Islands
recommended not
to bring up any
extemporary
motion in the
convention of a
Shareholders
Meeting.


192

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
If balloting could be
made by
correspondence or
electronic means, the
method must be
elaborated in the
notice of
Shareholders
Meeting. A
shareholder
exercising voting
rights by
correspondence or
electronic means will
be deemed to have
attended the meeting
in person, and
waived his or her
rights to the
extempore motion
and amendments to
existing proposals at
the shareholders'
meeting.
This item is stipulated in
Article 67 of the Articles
of Association: “In
addition to the provisions
of the Listing Cabinet
Act, when the company
convened a shareholders
meeting, the electronic
method shall be listed as
one of the channels for
the voting rights of the
shareholders' meeting,
and may be adopted in
writing. The exercise of
voting rights shall be
stated in the method of
convening the
shareholders' meeting.
And Article 68:
“Shareholders electing to
cast their votes by
correspondence or via
electronic means as
stated in the previous
article shall be deemed
the appointment of the
Chairman (Presiding
Officer) of the session of
the Shareholders Meeting
to exercise the right to
votes as per the
instruction of the
aforementioned
correspondence or
electronic document.
However, the balloting of
these shareholders by
correspondence or
electronic means shall be
construed as their
abstention from the
balloting on extemporary
motions or amendments
to the motions proposed
in the session. The act of
the aforementioned
appointment shall not be
construed as the
appointment of proxy
under the rules and
regulations governing the
The Cayman
Company Law has no
special provisions on
the protection of the
shareholders' rights
and interests on the
left, so it is stipulated
in Articles 67 and 68
of the Articles of
Association.
According to the
opinion of Cayman’s
lawyer, the
shareholders vote in
writing as the
chairman of the
shareholders' meeting.
Therefore, in
accordance with
Cayman's lawyer's
opinion, the second
paragraph of the
second paragraph is
stipulated in Article
68 of the Articles of
Association.
In Article 68 of the
Articles of
Incorporation, it is
suggested that when
the Chairman
(Presiding Officer)
acts on behalf of and
in the names of the
shareholders in
casting the votes for
decision as per the
instructions of these
shareholders by
correspondence or via
electronic means, he
or she cannot
exercise the right to
vote not specified in
the aforementioned
correspondence or
electronic document.
This practice does not
cause unfavorable
and significant
influence on
shareholder equity.

193

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
listing on the TWSE or
TPEx. Once appointed by
the aforementioned
shareholders, the
Chairman (Presiding
Officer) cannot exercise
the right to vote beyond
the scope inscribed in the
aforementioned
correspondence or
electronic documents.
During the period when
the shares of the
Company have
been registered in
Xinggui or listed at the
securities counter trading
center or the stock
exchange, the company
shall appoint a financial
management committee,
a securities counter
trading center or a stock
exchange in the territory
of the Republic of China
when the shareholders'
meeting is held outside
the Republic of China.
Shares of
approved service agencie
s to deal with
administrative matters
relating to the meeting of
shareholders (including
but not limited to
accepting shareholders
vote matters).” (Note:
The above is the extract
in Chinese)
If, after having
exercised the voting
rights in writing or
electronically, a
shareholder intends
to attend the
shareholders'
meeting in person, he
or she shall revoke
the prior expression
of intent onexercise
The contents of the
requirements of this
section are inscribed in
Article 70 of the Articles
of Incorporation, and
specified as “Where the
shareholders may desire
to attend the session of
the Shareholders Meeting
in person after expressing
theintent ofvoting by
The Cayman Compan
y Law has no special
provisions on the
protection of the
shareholders' rights
and interests on the
left. Therefore, it is
stipulated in Article
70 of the Articles of
Association.
According to
Based on the opinion
of Cayman's lawyers,
it is recommended
that this section be
fully disclosed in the
annual report to avoid
misunderstandings by
the public or
company
shareholders. If it can
befully disclosed,

194

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
of voting rights in
the same manner as
how he or she has
exercised the voting
rights two days
before the
shareholders'
meeting. If the
revocation is not
made within the
specified time limit,
exercise of voting
rights in writing or
electronically shall
prevail.
correspondence or
electronic means, they
shall revoke the previous
expression of intent of
voting by correspondence
or electronic means at
least 2 days prior to the
meeting date. The
revocation of the voting
by correspondence or
electronic means shall
constitute the revocation
of the appointment to the
Chairman (Presiding
Officer) in exercising the
right to vote as stated in
Article 68”. If the
shareholders expressed
the intent of revoking the
previous intent of voting
by correspondence or
electronic means as
stated Article 67 after the
aforementioned deadline,
the previous expression
of intent of voting by
correspondence or
electronic means shall
stand and the Chairman
(Presiding Officer) shall
be appointed for casting
the votes on behalf of and
in the names of these
shareholders as stated in
Article 68. Where the
shareholders may change
their mind after
expressing the intent of
voting by correspondence
or electronic means as
stated in Article 67 by the
appointment of proxies to
attend the session of the
Shareholders Meeting, it
shall be construed as the
revocation of the
previous appointment of
the Chairman (Presiding
Officer) for voting on
their behalf and in their
names in Article 68.




Cayman's lawyer,
under the Common
Law, the principal can
revoke its proxy by
attending the meeting
in person, due to
written or electronic
Shareholders who
exercise their voting
rights are deemed to
have entrusted the
chairman of the
shareholders' meeting
to exercise their
voting rights at the
shareholders' meeting
on the basis of the
instructions in the
written or electronic
documents. Therefore,
the protection of
shareholders' rights
and interests on the
left may not be
enforceable.
there is no significant
adverse impact on
shareholders' equity.

195

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
Accordingly, the votes
cast by the proxies in the
session shall stand.
(Note: The above is the
extract in Chinese)”
After serving the
proxy to the
Company, the
shareholders who
wish to attend the
meeting of the
shareholders in
person or to vote in
writing or by
electronic means
shall notify the
Company in writing
to revoke the proxy
two days prior to the
meeting of the
shareholders. If the
proxy is not revoked
before the deadline,
the vote by proxy
shall prevail.
The contents of the
requirements are
inscribed in Article 62B
of the Articles of
Incorporation, which are
specified as “If the
shareholders desire to
attend the meeting in
person, or exercise the
right to vote by
correspondence of
electronic means after the
delivery of the power of
attorney to the Company,
they shall notify the
Company for revocation
of the power of attorney
previous made at least 2
days prior to the meeting
date. The attendance by
proxy to exercise the
right to vote shall stand if
notification cannot be
made by the
aforementioned deadline.
(Note: The above is the
extract in Chinese)”
The Cayman
Company Law has no
special provisions on
the collection of
power of attorney or
power of attorney;
therefore, the
protection of the
shareholders' rights
and interests listed in
the left column is
stipulated in Article
62B of the Articles of
Association.
According to
Cayman's lawyer,
under the Common
Law, the principal is
revoke its proxy by
attending the meeting
in person, so the left
shareholder's equity
Protection matters
may not be
enforceable (not
enforceable).
Based on the opinion
of Cayman's lawyers,
it is recommended
that this section be
fully disclosed in the
annual report to avoid
misunderstandings by
the public or
company
shareholders. If it can
be fully disclosed,
there is no significant
adverse impact on
shareholders' equity.
The following
motions involve the
rights and privileges
of the shareholders in
materiality and shall
be passed by the
Shareholders
Meeting in a session
attended by
shareholders
representing more
than two third of the
outstanding shares
and a simple
majority of the votes
from the
shareholders in
session. If the

Paragraphs 1 and 4 of
this paragraph, paragraph
5 and paragraph 6 are
respectively specified in
Article
32(a)(b)(c)(d)(f)(g) of the
Articles of Association,
as follows: “The
Company may also adopt
a Type A Special
Resolution or a Type B
Special Resolution: (a)
conclude, vary or
terminate an agreement
to lease all of its
business, entrusted
operations or co-
operation with others; (b)
According to the
lawyer of the Cayman
Islands: (i) The
articles of
incorporation of the
operation in the
Cayman Islands must
comply with the
mandatory
requirements of the
Company Act of the
Cayman Islands. In
case of contradiction,
the Company Law of
the Cayman Islands
shall stand; (ii)
“Special Resolution”
is a legal term under
Article
32(a)(b)(c)(d)(f)(g)
and Article 33 (a) of
the Articles of
Incorporation
(voluntary dissolution
of the Company in
case of insolvency)
were amended in
accordance with the
Protection of
Shareholders Equity
Checklist generally.
Under the mandatory
requirement of the
Company Law of the
Cayman Islands, the
Articles of

196

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
presence of
shareholders in this
session cannot
qualify for a quorum,
the motion could be
passed by the
presence of
shareholders
representing more
than half of the
outstanding shares
and a two third
majority of the votes
cast by the
shareholders in the
session:
1. Entering into,
alteration, or
termination of
the agreement on
leasing of the
whole operation,
entrustment of
operation, or
joint venture in
operation with a
third party,
assignment of all
or the principal
business
operation or
assets,
acceptance of
business
operation or
assets assigned
by a third party
that caused
significant
influence on the
operation of the
Company
2. Amendment to
the Articles of
Incorporation
3. If the amendment
to the Articles of
Incorporation
may jeopardize
the rights of the
holders of
transfer all or any major
part thereof (c) a person
who has significant
influence on the
operation of the company
by the transfer of all
business or property of
others; (d) division of the
company in accordance
with the Listing Act; (e)
permission of directors to
engage in non-compete
activities; (f) pursuant to
section 17B to require
issuers to limit
employees' rights shares;
and (g) to issue new
shares assign some or all
of the dividend or
distribution; in order to
avoid controversy, on the
basis of Article 129 to set
aside staff remuneration
and directors
remuneration issued by
the New shares do not
require a special
resolution of type A or a
special resolution of type
B. (Note: The above is
the extract in Chinese)”
The requirement in
Section 2 is presented in
Article 157 of the
Articles of Incorporation
and is specified as
“Unless the Company
Act and the Articles of
Incorporation specify
otherwise, the Company
may change the MOU
and/or the Articles of
Incorporation in whole or
in part under a special
resolution. (Note: The
above is the extract in
Chinese)”
Subparagraph 3 of this
section is presented in
Article 18 of the Articles
of Incorporation and
the Company Law of
the Cayman Islands.
Issues required for
“Special Resolution”
under the Company
Law of the Cayman
Islands shall be
decided by
shareholders under
“Special Resolution”
but the minimum
votes shall not fall
below the
requirements under
the “Special
Resolution” under the
Company Law of the
Cayman Islands. As
such, the Articles of
Incorporation shall set
a higher standard.
Incorporation
(including the
amendment to
circumstances that
may jeopardize the
rights of the
shareholders of
preferred shares),
dissolution (situations
beyond voluntary
dissolution of the
Company due to
insolvency), and
merger must be
passed under
“Special Resolution”
and cannot be
changed only under
the Articles of
Incorporation. The
intensity for the
protection of the
rights of the
shareholders
provided by the
Articles of
Incorporation and the
Protection of
Shareholders Equity
Checklist are relevant
on the basis of a
“Special Resolution”
and the means of
resolution stated in
the Protection of
Shareholders Equity
Checklist.

197

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
preferred shares,
the resolution for
approval by the
meetings of the
preferred
shareholders is
necessary.
4. Payment of
dividends or
bonuses in whole
or in part by
issuing new
shares.
5. Decision of
dissolution,
merger or spinoff
6. The issuance of
restricted stock
specified as “The
Company may split up its
equity capital into
different categories of
shares (such as common
shares or preferred
shares) at any time. Any
unfavorable and
significant change or
revocation of the rights
(including without
limitation to any
amendment to the
Articles of Incorporation
that may jeopardize the
rights of any of the
shareholders of preferred
shares) of any category
of shares (except the
conditions for the
offering of specific
categories of shares
specify otherwise) shall
be made under (I) the
special resolution of the
Shareholders Meeting (of
common shares); and (II)
the special resolution of a
separate shareholders
Meeting of a specific
category of shares (such
as preferred shares).
(Note: The above is the
extract in Chinese)”
The requirement of
section 5 in the aspect of
dissolution of the
organization is presented
in Article 33 of the
Articles of Incorporation
and is specified as
“Unless the Company
Act, the Articles of
Incorporation, and
applicable laws
governing the listing on
the TWSE or TPEx
specify otherwise in
attendance, the Company
shall (a)resolve to
voluntary dissolution in

198

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
case of insolvency for
settlement of debts upon
due under Special
Resolution A or Special
Resolution B; or (b)
resolve to voluntary
dissolution in case of
other incidents beyond
insolvency under special
resolution for the
dissolution of the
Company. (Note: The
above is the extract in
Chinese)”
Subparagraph 5 of this
section in the aspect of
merger is presented in
Article 31 (c) of the
Articles of Incorporation
and is specified as “the
Company may (c)
proceed to merger in
accordance with the
applicable laws
governing listing on the
TWSE or TPEx through
special resolution. (Note:
The above is the extract
in Chinese)”
1. The company
continues to hold
more than six
months the total
issued shares of
more than one per
cent shareholder,
by written request
Audit Committee
of the company
filed a lawsuit
against directors
and to Taiwan
Taipei first
instance court of
competent
jurisdiction for
the Northern
District Court.
2. If the Audit
Committee
The contents of the
requirements in this
Paragraph 2 are included
in Article 123 of the
Articles of Incorporation
and are specified as
“under the laws of the
British Cayman Islands,
shareholders who hold
1% or more of the
outstanding shares issued
by the Company for more
than 6 months
consecutively may
petition of the Audit
Committee in writing for
suing the Directors and
institute the action with a
court of legal jurisdiction
(including Taipei District
Court of Taiwan, where
1. Amendments to
Article 123 of the
company’s Articles
of Incorporation
have been
completed in
accordance with
the provisions in
the first item of the
left column
“shareholders
holding more than
1% of the
company’s total
shares issued for a
period of more than
six months” of the
“Checklist for
Shareholders’
Rights and Interests
Protection inthe
1. Amendments to
Article 123 of the
company’s
Articles of
Incorporation have
been completed at
the 2025
shareholders
meeting in
accordance with
the provisions in
the first item of
the left column of
the “Checklist for
Shareholders’
Rights and
Interests
Protection in the
Foreign Issuer’s
Country of
Registration”

199

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
declines to
institute legal
action within 30
days after the
shareholder has
petitioned for
legal action, the
shareholder may
institute legal
action for the
Company and
submit the
jurisdiction of the
first instance to
Taiwan Taipei
District Court.
applicable). If the Audit
Committee declines or
rejects the request to
institute legal action
within 30 days after
receiving the petition
from the shareholders, as
mentioned in the
previous paragraph, the
shareholders may initiate
legal action on behalf of
the Company in a court
of legal jurisdiction
(including the Taipei
District Court of Taiwan,
where applicable), unless
the laws of the British
Cayman Islands provide
otherwise. (Note: The
above is the extract in
Chinese)”
Foreign Issuer’s
Country of
Registration”
announced by the
Taiwan Stock
Exchange
Corporation on
May 2, 2024.
2. There is no special
requirement or
prohibition
inscribed in the
Articles of
Incorporation of
the Cayman
Company.
According to the
laws of the Cayman
Islands,
shareholders may
institute legal
action for the
Company in the
following
circumstances: (i)
an act of offense
under law or
abusive use of
power without
authorization of the
Company and
lacked the
ratification of the
shareholders; or (ii)
An act of fraud
against minority
shareholders (the
parties petitioned
for remedy are the
majority
shareholders. These
majority
shareholders will
not permit the
Company to give
leeway for the
complainant in the
petition for remedy
through legal
action. If the cause
under this

announced by the
Taiwan Stock
Exchange
Corporation on
May 2, 2024.
2. Based on the
opinion of
Cayman's lawyers,
it is recommended
that this section be
fully disclosed in
the annual report
to avoid
misunderstandings
by the public or
company
shareholders. If it
can be fully
disclosed, there is
no significant
adverse impact on
shareholders'
equity.

200

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
paragraph is the
cause of legal
action, prove that
the fraud and
illegal activities are
committed by those
who have control
over the Company).
Any act within the
authority of the
Company or the
abusive use of
power was ratified
by the shareholders
and is the will of
the majority of
shareholders, the
court of the
Cayman Islands
tends not to
interfere into the
internal affairs of
the Company. The
lawyer of the
Cayman Islands
went further that
Article 123 of the
Articles of
Incorporation must
be in compliance
with the legal
requirements of the
Cayman Islands.
Accordingly, it is
not the obligation
of the Directors to
respond to the
request of
shareholders
holding more than
3% of the
outstanding shares
of the Company to
institute legal
action against the
other Directors if
these Directors
hold that the
institution of legal
action is not for the

201

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
interest of the
Company.
1. The Directors of
the Company owe
a fiduciary duty of
care and shall be
held responsible
to all the damages
to the Company
for their failure to
perform such
duty. If an act was
committed by
directors on their
own will or in
favor of a third
party, the
Shareholders
Meeting may
resolve to take the
income from such
act as the income
of the Company.
2. If the performance
of the assigned
duties of the
Company by the
Directors is in
violation of
applicable laws
the extent to
which damage is
caused to a third
party, the
Directors shall
assume joint and
several liabilities
of the damages to
the third party and
the Company.
3. The managers of
the Company
shall, within the
scope of duties, be
responsible for the
same joint and
several liabilities
of damages of the
Directors.



The content of
requirement in this
paragraph is presented in
Article 97B of the
Articles of Incorporation
and is specified as “All
Directors owe a fiduciary
duty to the Company
under the law of the
Cayman Islands and
applicable laws to the
listing on the TWSE or
TPEx, and such fiduciary
duty shall include
without limitation the
observation of honesty
and good will, and
avoidance of conflict
between obligation and
personal interest. If any
Director violates the
aforementioned
obligation of honesty,
such Director shall
assume responsibility of
the damage thereof under
the law of the British
Cayman Islands and
applicable laws for listing
on the TWSE or TPEx.
According to the law of
British Cayman Islands
and applicable laws for
listing on the TWSE or
TPEx, any Director who
violates the
aforementioned
obligation of honesty for
self-interest or a third
party, the Shareholders
Meeting may take any
income for the above act
as the income of the
Company. If any Director
of the Company has
caused damage to a third
party in performing the
assigned duties ofthe

According to the
Company Law of the
Cayman Islands,
Directors owe
fiduciary duties to the
Company, and any
violation which causes
damage to the
Company may result
in a court ruling for
assuming liability for
the damage. If there is
an act of breach of
honesty by the
Director for self-
interest or a third party
with the return of
benefit, the court may
rule to return the
benefit.
According to the law
of the Cayman
Islands, if a Director
has caused damage to
a third party in
performing the
assigned duties of the
Company, such third
party may claim for
the damage against the
Company. Likewise,
the Company may
claim for the loss due
to the damage claimed
by the third party
against the Director.
From the perspective
of the law of the
Cayman Islands, the
third party cannot
make a claim directly
against the Director
even though the
Articles of
Incorporation specify
that Directors shall
assume joint and

Based on the opinion
of Cayman's lawyers,
it is recommended
that this section be
fully disclosed in the
annual report to avoid
misunderstandings by
the public or
company
shareholders. If it can
be fully disclosed,
there is no significant
adverse impact on
shareholders' equity.

202

The protection of
shareholder equity
Apply for company
charter
Cause of variation Influence on
shareholder equity
Company, this Director
shall assume joint and
several liabilities to the
third party and the
Company under the law
of the British Cayman
Islands and applicable
laws for listing on the
TWSE or TPEx. Under
such circumstance, the
Director shall respond to
the claim for damage
instituted by the third
party. According to the
law of the British
Cayman Islands and
applicable laws regarding
the TWSE or TPEx, the
managers of the
Company, within their
respective scopes of
assigned duties, assume
the same responsibilities
with the Directors as
mentioned in preceding
paragraphs. (Note: The
above is the extract in
Chinese)”
several liabilities with
the Company.

VII. Occurrences of events defined under Article 36-3-2 of the Securities Exchange Act in the latest year up till the publishing date of this annual report that significantly impacted shareholders' equity or security prices: None.

203

SUN MAX TECH LIMITED

ChairmanSINOTEAM HOLDINGS INC. Representative: HSU Wen-Faung