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TECOM Annual Report 2024

Sep 3, 2025

52005_rns_2025-09-03_61af05ff-0d37-4dad-a7ba-f158e69d174c.pdf

Annual Report

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TECOM 東訊股份有限公司

2024ANNUAL REPORT

Printed on April 30, 2025

Annual report is available at http://mops.twse.com.tw http://www.tecom.com.tw

  • Company Spokesman:Sun, Mau-Luen

  • Title:Chief Financial Officer

Tel:(03)577-5141

Email:[email protected]

  • Acting spokesman:Wang, Yen-Lee

  • Title:Chief Accountant

  • Tel:(03)577-5141

Email:[email protected]

  • Head office:23, R & D 2 Road, Hsinchu Science Park, Hsin-Chu Taiwan (R.O.C.)

  • Tel:(03)577-5141

  • Mobile Telecommunication Branch:6F., No. 19-8, Sanchong Rd., Nangang Dist., Taipei City, Taiwan (R.O.C.)

Tel:(02)2655-1000

  • Taichung Office:No. 113, Dadun 12th St., Nantun Dist., Taichung City, Taiwan (R.O.C.) Tel:(04)2320-5777

  • Kaohsiung Office:Rm. B, 6F., No. 59, Minquan 1st Rd., Lingya Dist., Kaohsiung City, Taiwan (R.O.C.)

Tel:(07)331-3376

  • The stock transfer agency:Stock Agency Department, Taishin Securities Co., Ltd. Address:B1., No. 96, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.) Tel:(02)25048125

Website:https://www.tssco.com.tw

  • Names of CPAs: Jiang, Cheng Han, Liu, Chien-Yu

  • Name of CPA firm:PwC Taiwan

  • Address:27F., No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City, Taiwan (R.O.C.) Tel:(0 Website 2)2729-6666

Website:https://www.pwc.tw

  • Venue for trading the Company’s listed overseas securities and inquiry method for such overseas securities: Nil

  • Company website:https://www.tecom.com.tw

Table of Contents for Annual Report

I. Letter to Shareholders .......................................................................................................................................................... 1 II. Corporate Governance Report ........................................................................................................................................... 3

  1. Directors, Supervisors, General Manager, Deputy General Manager, Associates, Departments and Branches Office Information ......................................................................................................................................................... 3 2. Remuneration paid to Directors, Supervisors, General Manger, and Deputy General Manager in the Past Year........ 10 3. Corporate Governance Status ....................................................................................................................................... 15 4. Accountant Fees ........................................................................................................................................................... 46 5. Change of Accountants ................................................................................................................................................ 47 6. The Employment of The Company’s Chairman, General Manager, Financial or Accounting Manager with the Firm of the Auditing CPA or Its Affiliated Businesses in the Past Year ...................................................................... 48 7.Particulars about Changes in Shareholding and Equity Pledge of Directors, Supervisors, Managers and Shareholders Holding More Than 10% of The Company's Shares in the Past Year and as of the Date of Publication of the Annual Report ................................................................................................................................. 48 8. Information About the Top 10 Shareholders who are Interestedparties or relatives within the second degree of kinship, including spouses. ........................................................................................................................................... 49 9.The Company, its directors, executives, and businesses directly or indirectly controlled by The Company, holding shares in the same investee company, and combining to calculate the comprehensive shareholding ratio. ................. 50 III. Fundraising status ............................................................................................................................................................ 51 1. Capital and Share ......................................................................................................................................................... 51 2. Corporate Bonds........................................................................................................................................................... 54 3. Preferred Shares ........................................................................................................................................................... 56 4. Overseas Depositary Receipts ...................................................................................................................................... 59 5. Employee Stock Options .............................................................................................................................................. 59 6. New Share Issuance Restrictions on Employee Rights ................................................................................................ 59 7. Issuance of New Shares for Acquisition or Exchange of Other Companies’Shares .................................................... 59 8. Financing Plans and Implementation ........................................................................................................................... 59 IV. Operations Profile ............................................................................................................................................................ 60 1. Business Scope ............................................................................................................................................................. 60 2. Market and Sales Overview ......................................................................................................................................... 69 3. Employee Information for the Last Two Years and as of the Publication Date of this Annual Report........................ 82 4. Environmental Expenditure Information ...................................................................................................................... 83 5. Labor Relations ............................................................................................................................................................ 84 6. Information security management ................................................................................................................................ 84 7. Important Contracts ...................................................................................................................................................... 85 V. Review and Analysis of Financial Status and Business Results and Risk Issues .......................................................... 87 1. Financial Status ............................................................................................................................................................ 87 2. Financial Performance ................................................................................................................................................. 88 3. Cash Flow .................................................................................................................................................................... 89 4. Impact of Major Capital Expenditure in the Past Year on the Financial ...................................................................... 90 5. Re-investment Policy in the Past Year, the Main Reason for Its Profit or Loss, the Improvement Plan and Investment Plan in the Next Year ................................................................................................................................. 90 6. Review and Analysis of Risk Issues in the Past Year and as of the Date of Publication of the Annual Report ........... 90 7. Other important matters ............................................................................................................................................... 91 VI. Special notes ...................................................................................................................................................................... 93 1. Information about The Company’s Affiliates .............................................................................................................. 93 2. Private Placement of Securities in the Past Year and as of the Date of Publication of the Annual Report .................. 94 3. Other Necessary Supplementary Notes ........................................................................................................................ 94 4. Matters in the Past Year and as of the Date of Publication of the Annual Report Which Have a Substantial Impact on Owner’s Equity as Stipulated in Item 3, Paragraph 2 of Article 36 of the Securities Exchange Law ................... 94

I. Letter to Shareholders

In 2024, Taiwan’s economy demonstrated steady growth, supported by strong global demand for artificial intelligence and a recovery in the technology sector. However, industries across the board also faced rising production costs due to surging prices of raw materials and energy. In addition, compliance requirements and the global push for energy conservation and carbon reduction within supply chains posed further challenges.

Our company’s operations span three major sectors: SME business communications, smart building solutions, and intelligent electromechanical systems with a focus on energy saving and carbon reduction. Although the transition to mobile and digital solutions has led to a decline in call volume for traditional wired business PBX systems, SMEs continue to show steady annual demand for system upgrades. With our company maintaining a market share of nearly 70%, the market remains stable. In the smart building sector, the number of housing completions decreased in 2024 due to labor shortages, resulting in lower-than-expected revenue. However, the government’s strong policy push toward building energy efficiency is expected to become a new growth driver in 2025.

In the area of energy-saving and intelligent electromechanical systems, significant progress was achieved due to government efforts to promote energy conservation and the manufacturing industry’s push toward low-carbon and smart transformation. Notably, our carbon inventory, carbon management, and energy management services— integrating AIoT (Artificial Intelligence of Things), system platform development, data collection and analysis— were further enhanced by our consulting services in carbon and energy management. By the end of 2024, we successfully partnered with a government-affiliated foundation to secure projects related to carbon inventory and energy management, which are expected to contribute new revenue streams in 2025.

1. Results of Business Plan Implementation

  • In 2024, in addition to continuing organizational optimization and cost reduction efforts, the Company also developed a series of forward-looking and innovative solutions in Artificial Intelligence of Things (AIoT), energy conservation and carbon reduction, and business communication applications, aiming to tap into high-margin market opportunities.

  • For the year, the standalone operating revenue amounted to NT$483.86 million, with a net loss after tax of NT$14.70 million.

  • On a consolidated basis, the total operating revenue reached NT$631.41 million, with a consolidated net loss after tax of NT$16.85 million.

  • 2024 Financial Revenue and Expenditure Analysis and Profitability Analysis

The 2024 and 2023 Financial Revenue and Expenditure Analysis and Profitability Analysis are as follows:

(Unit: NTD thousand dollars)

Items 2024 2023
Individual
Operating revenue 483,859 535,782
Operating profit(loss) (15,506) (55,677)
Net Income(Loss) (14,694) (36,094)
Total comprehensive income (6,323) (5,435)
Combined
Operatingrevenue 631,414
804,032
Operating profit(loss) (22,434) (21,935)
Net Income(Loss) (16,848) (20,191)
Total comprehensive income (8,477) 10,468

Note Please refer to our company's financial reports and annual reports for comprehensive information on all financial matters.

  1. As the company didn't produce financial forecast, there is no need of disclosinginformation on actual and forecast figures

3. Research Development Expenditure

Our company's R&D capabilities have not only been recognized by domestic and international customers, but we also place great emphasis on product layout. Our annual R&D expenses totaled NT$70.88 million. Our main R&D focuses include the on enterprise-level new-generation IP mobile switchboard systems, full-network smart home systems, cloud-based smart security video solutions, Industrial IoT smart electromechanical health management systems and cloud services, energy efficiency monitoring and management, corporate carbon management, and digital carbon inventory tools, etc. These are the key drivers of our company's sales growth.

~1~

  1. 2025 Business Objectives

Looking ahead to 2025, the growth trend in digital transformation and Industrial Internet of Things (IIoT) applications remains strong. The Company will continue to enhance its offerings in the existing domains of business communications and smart building solutions by providing value-added features to drive revenue growth. In parallel, the Company will further advance its strategic transformation toward energy conservation and carbon reduction.

  1. 2025 Business Policy and Sales Policy

  2. (1) Business Strategy

1. Smart Energy Management and Digital Transformation:

  • Promote dual transformation in digitalization and decarbonization by integrating digital management systems that combine software and hardware with the ESCO (Energy Service Company) model, enabling enterprises to reduce energy consumption and operational costs.

  • Integration of Smart Operation & Maintenance (Smart O&M) and Energy Management Systems:

  • Empower enterprises to achieve both low-carbon and intelligent transformation by reducing carbon emissions and electricity usage across factory operations, production lines, and buildings.

  • Ongoing Development of Smart Security and Communication Systems:

  • Continue to invest in and enhance smart home/building intercom and security systems, as well as smart office business communication solutions. Actively expand into both domestic and international markets

(2) Sales Policy

  1. Continue to adjust the channel structure, introduce the integration of new products, import product quality and strengthen after sales service, establish a diversified internet service system, to improve profitability.

  2. Develop thoroughly the smart electro-mechanical health management systems and cloud services, assist electromechanical equipment maintenance partners to utilize digital solutions to improve preventive maintenance abilities, ensure the operations of customers’ factories and production equipment, reduce energy consumption and carbon emissions.

  3. Centering on ESG solutions, we provide one-stop services to empower enterprises in achieving dual transformation in digitalization and decarbonization.

  4. (3)Future development strategy

The Company continues to provide value-added functions in the fields of existing business

  • communications and smart buildings to drive business growth. The Company will also continue to advance its strategic transformation toward energy conservation and carbon reduction.

  • The projected sales volume is evaluated based on the industry environment and future market supply and demand conditions, taking into consideration business development, current order status, and recent operational performance. It is anticipated that the Company’s major business segments will maintain steady growth over the next fiscal year.

  • Impact of External Competitive Environment, Regulatory Environment, and Macro Business Environment Amid the growing trends of smart manufacturing, smart operation & maintenance, and energy conservation and carbon reduction, the Company is actively investing in industry-specific IoT solutions tailored to different application scenarios. These solutions are expected to become key competitive advantages in driving a return to profitability in 2025.

  • As the external competitive landscape continues to evolve rapidly, the Company remains vigilant in monitoring major domestic and international strategic and regulatory developments. By proactively aligning with regulatory trends—such as those related to energy conservation and carbon reduction—we aim to transform compliance requirements into innovative market opportunities.

  • Our company's management team and all employees deeply understand the expectations of shareholders and the general public. Looking ahead, in fiscal year 2025, in addition to pursuing revenue growth, our primary goal is to ensure profitability and continue to reduce the combined debt of our company and the group. In addition to revenue growth, the company also aims to maintain its gross profit margins of its main businesses. We will continue to focus on stable risk control, actively optimize our business model and strategy to improve operational performance, while also providing greater profits and growth to our shareholders. We would like to express our gratitude to all shareholders for their support and encouragement over the past year.

Chairman: Liu, Chao-Kai General Manager: Tien, Ying-Juei Accounting Supervisor: Wang, Yen-Li

~2~

II.Corporate Governance Report

1.Directors, Supervisors, General Manager, Deputy General Manager, Associates, Departments and Branches Officer Information

(1) Directors

April 21,2025 April 21,2025 April 21,2025 April 21,2025 April 21,2025
Job title Nationality Name Gender/Age Date of
Appointment
Term Date of
appointment
to position
Shares heldat Time of
Appointment
Shares hel d Shares held
and minor
by spouse
children
Shares he
nom
ld through
inees
Principal work experience and
academic qualifications
Positions concurrently held in
other companies at present
Other managerial
officer(s) with which the
person has a relationship
of spouse or relative
within the second degree
Note
No. of shares Shareholding
ratio

No. of shares
Shareholding
ratio
No. of shares Sharehold
ingratio
No. of
shares
Sharehold
ingratio
Job
title
Name Relatio
nship
Chairman ROC Liu, Chao-Kai Male
71-80 years
old
1130618 3years 690925 3,679,189
3.89%

1,177,340

3.89%

109,440

0.36%

0

0%

Ph.D. in Electrical Engineering
from the University of Illinois,
United States
Chairman of GDH CO., LTD. None None None
Directors ROC TECO Electric & Machinery
Co.,Ltd

Female
61-70 years
old
1140216 3years 1140216 60,090,307
63.52%

19,228,898

63.52%

0

0%

0

0%
M.S. in Financial Management,
Syracuse University, New
York, USA
Vice Chairman of TECO Electric
& Machinery Co., Ltd
None None None
Representative -Wu,Su-Chiu 0
0%

0

0%

0

0%
Directors ROC TECO Electric & Machinery
Co.,Ltd

Male
51-60 years
old
1130618 3years 1130618 60,090,307 63.52%
19,228,898

63.52%

0

0%

0

0%
M.S. in Telecommunications
Engineering, University of
Pittsburgh, USA
General Manager, Air
Conditioning and Smart Living
Business Group, TECO Electric
& MachineryCo.,Ltd
None None None
Peng, Chi-Tseng 72,177
0.24%

0

0%

0

0%
Directors ROC TECO Electric & Machinery
Co.,Ltd

Male
61-70 years
old
1130618 3years 1040608 60,090,307 63.52% 19,228,898
63.52%

0

0%

0

0%
Graduate Institute of Industrial
Management, National Taiwan
University of Science and
Technology
Associate Vice President, Finance
and
Administration
Center,
TECO Electric & Machinery Co.,
Ltd.



None
None None
Representative -Liu An-Bing 5
0%

0

0%

0

0%
Directors ROC TECO Electric & Machinery
Co.,Ltd

Male
61-70 years
old
1130618 3years 1130618 60,090,307 63.52%
19,228,898

63.52%

0

0%

0

0%
LL.M. in European Studies,
College of International Affairs,
Tamkang University, Taiwan

General Manager of TECOM
CO. LTD.
None None None
Representative -Tien, Ying-
Juei
Directors ROC Yang, Shih-Chien Male
71-80 years
old
1130618 3years 690925 0
0%

0

0%

0

0%

0

0%

Ph.D. in Electrical Engineering
from Northwestern University,
United States
Chairman of Global Strategic
Management Consultant Co., Ltd.

None
None None
Independent
Directors
ROC Chen, Hai-Ming Female
51-60 years
old
1130618 3years 1130618 0
0%

0

0%

0

0%

0

0%

Ph.D. in Business
Administration, National
Central University,Taiwan
Professor, Department of
Management Sciences, Tamkang
University
None None None
Independent
Directors
ROC Lin, Chiang-liang Male
51-60 years
old
1130618 3years 1040608 0
0%

0

0%

0

0%

0

0%

Ph.D. in Accounting from the
Department of Accounting at
National Chengchi University,
Taiwan
Professor of Accounting
Department at Chung Yuan
Christian University
Independent Director, Audit
Committee Member, and
Remuneration Committee
Member of Realtek
Semiconductor Corp.,
Microelectronics Technology
Inc.,and Etron Technology,Inc.
None None None
Independent
Directors
ROC Lee, Feng Ao Male
51-60 years
old
1130618 3years 1070612 0
0%

0

0%

0

0%

0

0%

Master of Laws in Chinese
Mainland Law from the In-
Service Master's Program in
Chinese Mainland Law at
Soochow University, Taiwan
Managing Partner of Equilibrium
Law Firm.
Director and Audit Committee
Member
and
Remuneration
Committee
Member
of
BlackSons Co., Ltd.
Director
of
Chun-Tree
TechnologyCo.,Ltd.





None
None None

Note 1: On February 16, 2025, Ms. Wu, Su-Chiu was reappointed as the representative of the corporate director.

~3~

1. Major shareholders of juridical-person shareholders

April 10,2025

April 10,2025 April 10,2025
Names of juridical-
person shareholders
Major shareholders ofjuridical-person shareholders
Shareholders Shareholding
%
TECO Electric &
Machinery Co., Ltd
PJ Asset Management 17.45%
Walsin Lihwa Corporation 10.81%
Yuanta/P-shares Taiwan Dividend Plus ETF 5.45%
Jaryuan Investment Co. Ltd 5.40%
Yuanta Taiwan Value High Dividend ETF 2.85%
Ho Yuan International Investment Co.,Ltd. 2.36%
Creative Sensor Co.,Ltd. 2.20%
TongKuangInvestment Co.,Ltd. 1.50%
KuangYuan Industrial Co.,Ltd. 1.25%
Yinge Int. Inv. Co.,Ltd 1.05%

2. Major Shareholders of Corporate Entities listed in Table1 and their Corporate Sharholders

April 10,2025
Major shareholders ofjuridical-person shareholders
Shareholders
Shareholding
%
Ho YuangManagement ConsultingCo.,Ltd.
100.00%
Chin HsingInvestment Co.,Ltd.
6.15%
Winbond Electronics Corp.
6.14%
TECO Electric & MachineryCo. Ltd.
5.22%
RONG CHIANG INTERNATIONAL LTD.
4.95%
Standard Chartered Bank International Business
Banking Branch acts as a custodian for the Investment
Account of Royal Bank of Ligu(Singapore)Limited.
4.54%
Huali Investment Limited Company
2.65%
Chiao You-hui
1.74%
Citibank Taiwan Ltd., as custodian of the Norges Bank
investment account
1.67%
Chiao You-chi
1.62%
Chunghwa Post Co.,Ltd.
1.49%
Ho Yuan International InvestmentCo.,Ltd.
99.89%
ChangWei Management ConsultingCo.,Ltd.
0.11%
Not Applicable
Not Applicable
-
Five Star Asset Management Co., Ltd.
100 %
Teco Image Systems(TIS)Co.,Ltd.
19.39%
Universal Cement Corp.
8.83%
Tien Da Investment Co.,Ltd.
8.26%
Universal Cement Investment Co.,Ltd.
6.04%
Koryo Electronics Co.,Ltd.
3.82%
Creative Sensor Inc.-treasurystock
3.38%
April 10,2025
Major shareholders ofjuridical-person shareholders
Shareholders
Shareholding
%
Ho YuangManagement ConsultingCo.,Ltd.
100.00%
Chin HsingInvestment Co.,Ltd.
6.15%
Winbond Electronics Corp.
6.14%
TECO Electric & MachineryCo. Ltd.
5.22%
RONG CHIANG INTERNATIONAL LTD.
4.95%
Standard Chartered Bank International Business
Banking Branch acts as a custodian for the Investment
Account of Royal Bank of Ligu(Singapore)Limited.
4.54%
Huali Investment Limited Company
2.65%
Chiao You-hui
1.74%
Citibank Taiwan Ltd., as custodian of the Norges Bank
investment account
1.67%
Chiao You-chi
1.62%
Chunghwa Post Co.,Ltd.
1.49%
Ho Yuan International InvestmentCo.,Ltd.
99.89%
ChangWei Management ConsultingCo.,Ltd.
0.11%
Not Applicable
Not Applicable
-
Five Star Asset Management Co., Ltd.
100 %
Teco Image Systems(TIS)Co.,Ltd.
19.39%
Universal Cement Corp.
8.83%
Tien Da Investment Co.,Ltd.
8.26%
Universal Cement Investment Co.,Ltd.
6.04%
Koryo Electronics Co.,Ltd.
3.82%
Creative Sensor Inc.-treasurystock
3.38%
Names of juridical-person
shareholders
Major shareholders ofjuridical-person shareholders
Shareholders Shareholding
%
PJ Asset Management Ho YuangManagement ConsultingCo.,Ltd. 100.00%
Walsin Lihwa
Corporation
Chin HsingInvestment Co.,Ltd. 6.15%
Winbond Electronics Corp. 6.14%
TECO Electric & MachineryCo. Ltd. 5.22%
RONG CHIANG INTERNATIONAL LTD. 4.95%
Standard Chartered Bank International Business
Banking Branch acts as a custodian for the Investment
Account of Royal Bank of Ligu(Singapore)Limited.
4.54%
Huali Investment Limited Company 2.65%
Chiao You-hui 1.74%
Citibank Taiwan Ltd., as custodian of the Norges Bank
investment account
1.67%
Chiao You-chi 1.62%
Chunghwa Post Co.,Ltd. 1.49%
Chia Yuan Investment
Co.,Ltd.
Ho Yuan International InvestmentCo.,Ltd. 99.89%
ChangWei Management ConsultingCo.,Ltd. 0.11%
Yuanta/P-shares Taiwan
Dividend Plus ETF
Not Applicable
Yuanta Taiwan Value
High Dividend ETF
Not Applicable -
Ho Yuan International
Investment Co.,Ltd.
Five Star Asset Management Co., Ltd. 100 %
Creative Sensor Inc. Teco Image Systems(TIS)Co.,Ltd. 19.39%
Universal Cement Corp. 8.83%
Tien Da Investment Co.,Ltd. 8.26%
Universal Cement Investment Co.,Ltd. 6.04%
Koryo Electronics Co.,Ltd. 3.82%
Creative Sensor Inc.-treasurystock 3.38%

~4~

Names of juridical-person
shareholders
Major shareholders ofjuridical-person shareholders Major shareholders ofjuridical-person shareholders
Shareholders Shareholding
%
Lin,Kao-Huang 1.56%
Hou,A-Chung 1.29%
Lai,Ho-Kuei 0.75%
Liu,Jung-Huang 0.57%
Tung Kuang Investment
Co., Ltd.
KuangYuan Industrial Co.,Ltd. 39.27%
HuangLinHo-Huei 35.01%
Bright Lane Investment Limited 12.73%
TongHe Global Investment Co.,Ltd. 6.00%
Others 6.99%
Kuang Yuan Industrial
Co., Ltd.
TungKuangInvestment Co.,Ltd. 34.46%
HuangLinHo-Huei 51.58%
Bright Lane Investment Limited 10.0%
TongHe Global Investment Co.,Ltd. 0.74%
Others 3.22%
Yingyi International
Investment (Stock)
Company
HuangBo-Chi 99.28%
Hsu Feng-Mei 0.72%
Yuban International Guangyuan Industrial Co.,Ltd. 39.40%
DongguangInvestment Co.,Ltd. 30.41%
Investment Co., Ltd. FOUU TRADING LIMITED 8.50%
Others 21.69%

3. Professional Qualifications and Independence of Directors

Conditions
Name
Professional Qualifications and
Experiences

Independence (Note)
Number of
independent
directors
concurrently
serving on the
boards of
other publicly
listed
companies.
Chairman Liu,
Chao-Kai
Possessing more than twenty
years of working experience in
company operations, currently
serving as Chairman of GDH
CO., LTD., and without any
circumstances as stipulated in
Article 30 of The Company
Act.
Not applicable. 0
Representative
of
TECO Electric &
Machinery Co., Ltd:
Wu, Su-Chiu



Possessing more than fifteen
years of working experience in
financial planning, currently
serving as Vice Chairman of
TECO Electric & Machinery
Co., Ltd., and without any
circumstances as stipulated in
Article 30 of The Company
Act.
Not applicable. 0

~5~

Conditions
Name
Professional Qualifications and
Experiences

Independence (Note)
Number of
independent
directors
concurrently
serving on the
boards of
other publicly
listed
companies.
Representative
of
TECO Electric &
Machinery Co., Ltd:
Peng, Chi-Tseng


Possessing more than twenty
years of working experience in
company operations, currently
serving as General Manager of
the Air Conditioning and
Smart Living Business Group,
TECO Electric & Machinery
Co., Ltd., and without any
circumstances as stipulated in
Article 30 of The Company
Act.
Not applicable. 0
Representative of
TECO Electric &
Machinery Co., Ltd:
Liu, An-Bing

Possessing more than twenty
years of working experience in
company operations, currently
serving as Associate Vice
President of the Finance and
Administration Center, TECO
Electric & Machinery Co., Ltd.
and without any circumstances
as stipulated in Article 30 of
The CompanyAct.

Not applicable.
0
Representative
of
TECO Electric &
Machinery Co., Ltd:
Tien, Ying-Juei



Possessing more than twenty
years of working experience in
company operations, currently
serving as General Manager of
TECOM CO. LTD., and
without any circumstances as
stipulated in Article 30 of The
CompanyAct.
Not applicable. 0
Yang, Shih-Chien Possessing more than five
years of working experience in
company operations, currently
serving as Chairman of Global
Strategic Management
Consultants Inc., and without
any circumstances as stipulated
in Article 30 of The Company
Act.

Not applicable.
2
Chen, Shui Lien Holding an professorship in the
Department of Management
Sciences at Tamkang
University, with a degree in
finance and accounting, and
without any circumstances as
stipulated in Article 30 of The
Company Act.

(1) Not holding the positions of director, supervisor, or
employee of the company or affiliates by himself/herself,
spouse, or relatives within second degree of kinship
(2) Not holding the company's shares by himself/herself,
spouse, or relatives within second degree of kinship (or in the
name of others)
(3) Not holding the positions of director, supervisor, or
employee at companies with special relationship with the
company (as specified in article 3-1-5~8 of "Regulations
Gi Aitt f Iddt Dit d
0
Lin, Chiang-liang Serving as a professor in the
Department of Accounting at
Chung Yuan Christian
University, with a degree in
finance and accounting,and
overnng pponmen o nepenen recors an
Compliance Matters for Public Companies")
(4) No provision of such services as commerce, legal affairs,
and accounting to the company and affiliates, as well as no
collection of compensations, in recent two years.
2

~6~

Conditions
Name
Professional Qualifications and
Experiences

Independence (Note)
Number of
independent
directors
concurrently
serving on the
boards of
other publicly
listed
companies.
without any circumstances as
stipulated in Article 30 of The
CompanyAct.
(5) Compliance with the conditions of independence listed in
the "Regulations Governing Appointment of Independent
Directors and Compliance Matters of Public Companies" of
Lee, Feng Ao Having passed the national
examination and obtained a
lawyer's certificate, currently
serving as Managing Partner of
Chunghsing Law Firm, and
without any circumstances as
stipulated in Article 30 of The
CompanyAct.

the Financial Supervisory Commission.
1

Note: Based on the listing review criteria and the requirements for the establishment and compliance of independent directors of public companies, The Company has obtained independence declaration statements from each independent director, confirming their compliance with the legal requirements for independent qualifications.

~7~

4.Board Diversity and Independence

(1) Board Diversity:

The Company implements a policy of board member diversification in accordance with the Corporate Governance Best Practice Principles, including but not limited to the following two dimensions:

  • 1.Basic Conditions and Values: gender, age, nationality, and culture, etc.

  • 2.Professional Knowledge and Skills: professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience, etc.

At the 2024 Annual Shareholders' Meeting held on June 18, 2024, The Company elected a total of 9 directors (including 3 independent directors), and the specific management goal of the board's diversification policy was achieved as follows:

Management Targets: Management Targets: Management Targets: Management Targets: Management Targets: Management Targets: Achievement: Achievement: Achievement: Achievement: Achievement: Achievement: Achievement: Achievement: Achievement: Note Note Note
The board of directors should include at least
one female director.
The board of directors includes two
female directors.
The proportion of female directors
increased to 22.22%.
Achieved
The number of directors who also serve as
company executives should not exceed one-
third of the total number of directors
One director also serves as a
company executive, accounting for
1/9of the total number of directors.
Achieved
There should not be more than two directors
who have a spouse or a first-degree relative
on the board.
There are no directors who have a
spouse or a first-degree relative on
the board.
Achieved
Independent directors now account for more
than one-third of the board seats.
The proportion of independent
directors risingto 33.33%.
Achieved
The implementation of the board diversity policyis as follows:
Diversity Core
Elements
Directors’ Name
Basic C onditions and Values Initial Appointment Date
(YYYY/MM/DD)
Independent Director Tenure Professional
Background/Experience
Professio nal Knowledge and Sk ills
Nationality Gender Age Law Accounting Industry Technology Operational Judgment
Ability
Management Ability Leadership and Decision-
making Ability
Crisis Management Ability Industry Knowledge International Market
Perspective
Liu,Chao-Kai ROC Male 71-80 1980/09/25 V V V V V V V V
Wu,Su-Chiu Female 61-70 2025/02/16 V V V V V V V V V
Yang,Shih-Chien Male 71-80 2006/06/09 V V V V V V V V
Peng,Chi-Tseng Male 51-60 2024/06/18 V V V V V V V V
Liu,An-Bing Male 61-70 2024/06/18 V V V V V V V V V
Tien,Ying-Juei Male 61-70 2024/06/18 V V V V V V V V
Chen, Shui Lien
(Independence
Director)
Female 51-60 2024/06/18 <3
Years
V V V V V V V
Lin, Chiang-liang
(Independence
Director)
Male 51-60 2015/06/08 9<
Years
V V V V V V V
Lee, Feng Ao
(Independence
Director)
Male 51-60 2018/06/12 6-9
Years
V V V V V V V

(2) Board of Directors' Independence:

The current Board of Directors of The Company consists of 9 members, including 3 independent directors, representing a proportion of 33.3%. As of the end of 2024, the independent directors have all met the regulations of the Financial Supervisory Commission Securities and Futures Bureau regarding independent directors, and there have been no circumstances falling under Articles 26-3, Paragraph 3 and 4 of the Securities and Exchange Act among the directors and independent directors.

~8~

(2) General Manager, Deputy General Manager, Associates, Departments and Branches Officer Information

April 20,2025 April 20,2025 April 20,2025 April 20,2025
Job title Nationality Name Gender Date of
Appointment
Shares held Shares held by
spouse and minor
children
Shares held through
nominees
Principal work experience and
academic qualifications
Positions concurrently
held in other companies at
present

with which the person has a
relationship of spouse or
relative within the second
degree
Other managerial officer(s) Note
No. of shares Shareholding
ratio
No. of shares Shareholding
ratio
No. of shares Shareholding
ratio
Title Name Relations
General
Manager
ROC Tien, Ying-
Juei
Male 2023.01.03 0 0% 0 0% 0 0% Master's Degree in Law from
the European Studies Institute,
College of International
Relations, Tamkang University
Corporate Representative
of TECO Electric &
Machinery Co., Ltd.
Chairman of Wu Han
Tecom Co., Ltd.
None None None
Deputy
General
Manager
ROC Sun, Hsu-
Hsin
Male 2017.01.01 0 0% 0 0% 0 0% National Cheng Kung
University Department of
Transportation and
Communication Management
Science
Director, Wuhan Teccom
Technologies Co., Ltd.
None None None
Chief
Financial
Officer
ROC Sun, Mau-
Luen
Male 2022.05.05 0 0% 0 0% 0 0% Master's Degree in Business
Administration from George
Washington University
Corporate Representative
of BAYCOM OPTO-
ELECTRONICS
TECHNOLOGY CO.,
LTD.
None None None
Chief
Accountant
ROC Wang, Yen-
Lee
Female 2023.05.04 0 0% 0 0% 0 0% Fu Jen Catholic University
Department of Accounting
Supervisor of BAYCOM
OPTO-ELECTRONICS
TECHNOLOGY CO.,
LTD.
None None None
Corporate
Governance
Officer
ROC Tung, Hsien-
Kang
Male 2023.03.25 0 0% 0 0% 0 0% Master's Degree in Law from
Washington College of Law,
American University
None None None None

~9~

2. Remuneration paid to Directors, Supervisors, General Manger, and Deputy General Manager in the Past Year (1) Directors and Independent Directors’ Remuneration

2024, Unit : in thousand NT$

Title Name Directors' R Directors' R emuneration emuneration Ratio of
Total to
after T
A,B,C,D’s
Net Profit
ax (%)
Part-tim Part-tim e Employees received R e Employees received R elated Remuneration elated Remuneration Ratio of
A,B,C,D,E,F,G’s
Total to Net Profit
after Tax (%)
Ratio of
A,B,C,D,E,F,G’s
Total to Net Profit
after Tax (%)
Receiving
Remuneration
from
investments
outside of
Subsidiaries
or the Parent
Company
Remuneration
(A)
Pension
(B)
Directors’
remuneration(C)
Operating
Expense(D)
Compensation
Expense(E)
Pension(F) Employee Bo nus Stock(G)
The
Company

Companies in
the
consolidated
financial
report
The
Company

Companies in
the
consolidated
financial
report
The
Company

Companies in
the
consolidated
financial
report
The
Company

Companies in
the
consolidated
financial
report
The
Company
Companies
in the
consolidate
d financial
report
The
Company

Companies in
the
consolidated
financial
report
The
Company

Companies in
the
consolidated
financial
report

The Company
Companies in the
consolidated
financial report

The
Company
Companies
in the
consolidated
financial
report
Cash
Value
Stock
Value
Cash
Value
Stock
Value
Chairman Liu, Chao-Kai 0 0 0 0 0 0 12 12 12
-0.0008%
12
-0.0008
2,730 2,730 0 0 0 0 0 0 2,742
-0.1866%
2,742
-0.1866%
40,274
Directors



TECO Electric
&Machinery Co., Ltd
Representative-
Chiu,Chwen-Jy

0
0 0 0 0 0 37.6 37.6 37.6
-0.0026%
37.6
-0.0026%
0 0 0 0 0 0 0 0 37.6
-0.0026%
37.6
-0.0026%
Directors



TECO Electric
&Machinery Co., Ltd
Representative-
Lin,Hong-Hsiang

0
0 0 0 0 0 37.6 37.6 37.6
-0.0026%
37.6
-0.0026%

0
0 0 0 0 0 0 0 37.6
-0.0026%
37.6
-0.0026%
Directors



TECO Electric
& Machinery Co., Ltd
Representative-
Chen,Kuo-Rong

0
0 0 0 0 0 35.6 35.6 35.6
-0.0024%
35.6
-0.0024%
0 0 0 0 0 0 0 0 35.6
-0.0024%
35.6
-0.0024%
Directors



TECO Electric
& Machinery Co., Ltd
Representative-
Sun,Chien-Jung

0
0 0 0 0 0 80 80 80
-0.0054%
80
-0.0054%
0 0 0 0 0 0 0 0 80
-0.0054%
80
-0.0054%
Directors



TECO Electric
& Machinery Co., Ltd
Representative-
Peng,Chi-Tseng

0
0 0 0 0 0 42.4 42.4 42.4
-0.0029%
42.4
-0.0029%
0 0 0 0 0 0 0 0 42.4
-0.0029%
42.4
-0.0029%
Directors



TECO Electric
& Machinery Co., Ltd
Representative-
Liu,An-Bing

0
0 0 0 0 0 46.4 46.4 46.4
-0.0032%
46.4
-0.0032%
0 0 0 0 0 0 0 0 46.4
-0.0032%
46.4
-0.0032%
Directors



TECO Electric
& Machinery Co., Ltd
Representative-
Tien,Ying-Juei

0
0 0 0 0 0 46.4 48.4 46.4
-0.0032%
48.4
-0.0033%
3,966 3,966 108 108 0 0 0 0 4,120
-0.2804%
4,122
-0.2805%
None
Directors
Yang , Shih-Chien 0 0 0 0 0 0 612 612 612
-0.0416%
612
-0.0416%
0 0 0 0 0 0 0 0 612
-0.0416%
612
-0.0416%
None
Independent
Directors

Chen, Hai-Ming
0 0 0 0 0 0 282 282 282
-0.0191%
282
-0.0191%
0 0 0 0 0 0 0 0 282
-0.0191%
282
-0.0191%
None
Independent
Directors

Lin , Chiang-liang
0 0 0 0 0 0 606 606 606
-0.0412%
606
-0.0412%
0 0 0 0 0 0 0 0 606
-0.0412%
606
-0.0412%
None

~10~

Independent
Directors

Lee, Feng Ao
0 0 0 0 0 0 612 612 612
-0.0416%
612
-0.0416%
0 0 0 0 0 0 0 0 612
-0.0416%
612
-0.0416%
None
Independent
Directors

Chen, Shui Lien
0 0 0 0 0 0 328 328 328
-0.0223%
328
-0.0223%
0 0 0 0 0 0 0 0 328
-0.0223%
328
-0.0223%
None

Note 1: In addition to the disclosures provided in the above table, the directors of the company in the most recent financial year received no remuneration for providing services to any company included in the financial statements: None.

Note 2: The calculation is based on the after-tax net loss of NT$14,694 thousand in the company's 2024 parent-only financial statement.

Remuneration Bracket Table

The remuneration brackets for the company's directors are as follows: Name of Director (Note) Name of Director (Note)
The Company All companies in financial statement
Below NT$ 1,000,000 234567910111213 4910111213
NT$1,000,000 (inclusive) – NT$2,000,000 (exclusive)
NT$2,000,000 (inclusive) – NT$3,500,000 (exclusive) 1 3
NT$3,500,000 (inclusive) – NT$5,000,000 (exclusive) 8 678
NT$5,000,000 (inclusive) – NT$10,000,000 (exclusive) 5
NT$10,000,000 (inclusive) – NT$15,000,000 (exclusive) 12
NT$15,000,000 (inclusive) – NT$30,000,000 (exclusive)
NT$30,000,000 (inclusive) – NT$50,000,000 (exclusive)
NT$50,000,000 (inclusive) – NT$100,000,000 (exclusive)
NT$100,000,000 and above
Total 13people 13people

(Note: Each director is represented by an identification number)

~11~

(2) General Manager, Deputy General Manager, and Managers’ Remuneration 2024, Unit: in thousand NT$

Number Title Name Salaries(A) Salaries(A) Pension(B) Pension(B) Compensation(C) Compensation(C) Employee Bonus Stock (D) Employee Bonus Stock (D) Employee Bonus Stock (D) Employee Bonus Stock (D) Ratio of A,B,C,D’s Total to Net
Profit after Tax(%) (Note 1)
Ratio of A,B,C,D’s Total to Net
Profit after Tax(%) (Note 1)

Receiving Remuneration
from investments
outside of Subsidiaries
or the Parent Company
The
Company
Companies in
the
consolidated
financial report

The
Company
Companies in
the
consolidated
financial report
The
Company
Companies
in the
consolidated
financial
report
The Company Companies in the
consolidated
financial report
The Company
Companies in the
consolidated
financial report
Cash
Value
Stock
Value
Cash
Value
Stock
Value
1 General Manager Tien, Ying-
Juei
8,.387 8,950 353 353 1,442 1,454 0 0 0 0 總額
10,182
占比
-69.29%
總額
10,757
占比
-73.21%
2,049
2 Deputy General
Manager
Sun , Hsu-
Hsin
3 Chief Financial
Officer
Sun ,Mau-
Luen
4 Chief Accountant Wang, Yen-
Lee
5 Corporate
Governance
Officer
Tung, Hsien-
Kang

Note: The calculation is based on the after-tax net loss of NT$14,694 thousand in the company's 2024 parent-only financial statement.

Remuneration Scale Table

Remuneration Scale Table
Remuneration scale for each General Manager and Deputy General Manager of The
Company
Name of General Managers and Deputy General Managers
The Company Companies in the consolidated financial report
Lower than 1,000,000 NT$
1,000,000 NT$(Include)~ 2,000,000 NT$(Exclude) 345 45
2,000,000 NT$(Include)~ 3,500,000 NT$(Exclude) 2 23
3,500,000 NT$(Include)~ 5,000,000 NT$(Exclude) 1 1
5,000,000 NT$(Include)~ 10,000,000 NT$(Exclude)
10,000,000 NT$(Include)~ 15,000,000 NT$(Exclude)
15,000,000 NT$(Include)~ 30,000,000 NT$(Exclude)
30,000,000 NT$(Include)~ 50,000,000 NT$(Exclude)
50,000,000 NT$(Include)~ 100,000,000 NT$(Exclude)
Over 100,000,000 NT$
Total 5people 5people

~12~

(3) Remuneration of the top five highest-paid Executives in the TWSE/TPEx Listed Company

2024 Unit: in thousand NT$ 2024 Unit: in thousand NT$ 2024 Unit: in thousand NT$
Title Name Salaries(A) Pension(B) Compensation(C) Employee Bonus Stock (D) Ratio of A,B,C,D’s Total to
Net Profit after Tax(%) (Note 1)
Receiving Remuneration
from investments outside
of Subsidiaries or the
Parent Company
The Company Companies in the
consolidated
financial report
The Company Companies in the
consolidated
financial report
The Company Companies in the
consolidated
financial report
The Company Companies in the
consolidated
financial report
The Company Companies in the
consolidated
financial report
Cash
Value
Stock
Value
Cash
Value
Stock
Value
General Manager Liu, Chao-Kai 9,063 9,626 295 295 2,538 2,550 9,063 9,626 295 295 總額
11,896
占比
-80.96%
總額
12,471
占比
-84.78%
12,657
Deputy General
Manager
Tien, Ying-Juei
Chief
Financial
Officer
Sun , Hsu-Hsin
Chief Accountant Sun ,Mau-Luen
Corporate
Governance
Officer
Tung, Hsien-Kang

Note: The calculation is based on the after-tax net loss of NT$14,694 thousand in the company's 2024 parent-only financial statement. parent-only

~13~

(4) Names of Managers who distribute Employee Remuneration and the Distribution Situation

Decemeber,31,2024 Unit: in thousand NT$ Decemeber,31,2024 Unit: in thousand NT$ Decemeber,31,2024 Unit: in thousand NT$
Title Name Stock Value Cash Value Total Ratio of Total to Net
Profit after Tax()
Managers General Manager Tien,Ying-Juei 0 0 0 0
DeputyGeneral Manager Sun,Hsu-Hsin
Chief
Financial
Officer
Sun ,Mau-Luen
Chief Accountant Wang,Yen-Lee
Corporate
Governance
Officer
Tung, Hsien-Kang

Note: As the company incurred operating losses in 2024, no provision for employee remuneration was made.

  • (5) Comparison and Explanation of the information on the Remuneration paid to Directors, General Managers, and Deputy General Managers of The Company and all companies included in the consolidated financial statements in the past two years

  • 1.Analysis of the ratio of total compensation to net profit after tax in the individual financial statements

statements
Title 2024 2023
The Company Companies in the
consolidated financial report
The Company Companies in the
consolidated financial report
Directors -18.91 18.91 -14.28% -14.28%
General Managers
and Deputy General
Managers
-69.29% -73.21% -29.82% -31.48%

Note: Director Remuneration includes compensation, pensions, director and supervisor remuneration, and business execution expenses; Manager Remuneration includes salaries, pensions, bonuses and special allowances, and employee compensation.

The calculation is based on the after-tax net loss of NT$14,694 thousand in the company's 2024 parent-only financial statement.

  • 2.Explain the policies, standards, and combinations of remuneration payments, the procedures for setting remuneration, and the relationship between operational performance and future risks:

  • (1).The remuneration paid to directors of The Company mainly includes remuneration for performing their duties and remuneration set aside for directors and supervisors in accordance with The Company's articles of association. The remuneration payment policy is based on their level of participation in operations and their contribution value.

  • (2).The remuneration paid to the general manager and deputy general manager of The Company is based on a comprehensive assessment of The Company's and their individual operational performance. Performance evaluation is based on the degree of achievement of operational goals, profit margins, growth rates, operational efficiency, and future development potential. The targets and their weights are set at the beginning of the year based on the internal and external operating environment and a comprehensive consideration of future risk factors.

  • (3).In summary, the remuneration of directors, general managers, and deputy general managers is executed in accordance with The Company's existing regulations, and there will be no significant impact on The Company's future operational risks.

~14~

  • (4).Apart from reasonable remuneration received from The Company, the directors, general managers, and deputy general managers of The Company do not receive remuneration from other companies in the consolidated financial statements.

3. Corporate Governance Status

(1) The Board of Directors Implementation Status (2024)

1.The attendance of the Directors at the 2 board meetings held during the 21[st] Board is as follow:

Title Name Actual no. of
meetings
attended
No. of
meetings with
entrusted
attendance
Actual no. of
attendance
rate (%)
Note
Chairman Liu, Chao-Kai 2 0 100% (Expected to attend 2
meetings)
Directors Representative of
TECO Electric &
Machinery Co., Ltd-
Chiu, Chwen-Jy
2 0 100%
(Expected to attend 2
meetings)
Directors
Representative of
TECO Electric &
Machinery Co., Ltd-
Lin, Hong-Hsiang
2 0 100% (Expected to attend 2
meetings)
Directors
Representative of
TECO Electric &
Machinery Co., Ltd-
Chen, Kuo-Rong
1 1 50% (Expected to attend 2
meetings)
Directors
Representative of
TECO Electric &
Machinery Co., Ltd-
Sun, Chien-Jung
2 0 100% (Expected to attend 2
meetings)
Directors
Yang , Shih-Chien
2 0 100% (Expected to attend 2
meetings)
Independent
Directors
Chen, Hai-Ming 1 1 50% (Expected to attend 2
meetings)
Independent
Directors
Lin, Chiang-Liang 1 1 50% (Expected to attend 2
meetings)
Independent
Directors
Lee, Feng Ao 2 0 100%
(Expected to attend 2
meetings)
~~2.The attendance of the Directors at the 4 board meetings held during~~
follow:
~~the 22nd Board is as~~
Title Name Actual no. of
meetings
attended
No. of
meetings with
entrusted
attendance
Actual no. of
attendance
rate (%)
Note
Chairman Liu, Chao-Kai 4 0 100% Reappointed on June 18,
2024
(Expected to attend 4
meetings)
Directors Representative of
TECO Electric &
Machinery Co., Ltd-
Chiu, Chwen-Jy
2 2 50%
Reappointed on June 18,
2024
(Expected to attend 4
meetings)
Directors
Representative of
TECO Electric &
Machinery Co., Ltd-
Lin, Hong-Hsiang
4 0 100%
Reappointed on June 18,
2024
(Expected to attend 4
meetings)
Directors
Representative of
TECO Electric &
Machinery Co., Ltd-
Chen, Kuo-Rong
2 2 50%
Reappointed on June 18,
2024
(Expected to attend 4
meetings)
Directors
Representative of
TECO Electric &
Machinery Co., Ltd-
Sun, Chien-Jung
4 0 100%
Reappointed on June 18,
2024
(Expected to attend 4
meetings)
Directors
Yang , Shih-Chien
4 0 100%
Reappointed on June 18,
2024
(Expected to attend 4

~15~

meetings)
Independent
Directors
Chen, Hai-Ming 4 0 100%
Reappointed on June 18,
2024
(Expected to attend 4
meetings)
Independent
Directors
Lin, Chiang-Liang 2 2 50%
Reappointed on June 18,
2024
(Expected to attend 4
meetings)
Independent
Directors
Lee, Feng Ao 4 0 100%
Reappointed on June 18,
2024
(Expected to attend 4
meetings)

Actual Attendance Rate of All Board Members = 83%
(Total Actual Attendance of All Directors / Total Expected Attendance of All Directors = 45 / 54 = 83%)
Other matters to be disclosed:
1. If the board of directors operates under any of the following circumstances, the dates of the board meetings, the agenda, the
opinions of all independent directors, and The Company's handling of the opinions of independent directors should be stated:
(1) Matters listed under Article 14-3 of the Securities Exchange Law: Please refer to pages 18-20of this year's annual report
for details on the Audit Committee's operations. All proposals were approved by all independent directors.
(2) Apart from the matters mentioned above, there were other resolutions of the Board of Directors where independent
directors expressed opposition or reservations and such dissenting opinions were recorded or documented in writing: No
such circumstances exist
2. The execution status of directors abstaining from voting due to a conflict of interest should be disclosed, including the name
of the director, the agenda, the reason for abstention, and their participation in the vote.
Board of Directors
Date / Term
Directors’ Name
Agenda Item
Reason for Recusal
Voting
Participation
2024.03.04
21st Term, 17th
Meeting
All attending
directors
Proposal on Non-
Competition Restrictions
for Newly Nominated
Directors and Their
Representatives of the 22nd
Term
Directors under review
had a conflict of interest
and recused themselves
in accordance with
relevant regulations.
Did not
participate in
voting
2024.08.12
22nd Term, 2nd
Meeting
Independent
Directors:
Chen Shui-Lien, Lin
Chiang-Liang, Lee
Feng-Ao
Appointment of 6th
Remuneration Committee
Members
Directors were involved
parties in the agenda
item and recused
themselves in
accordance with
relevant regulations.
Did not
participate in
voting
2024.11.04
22nd Term, 3rd
Meeting
All attending
directors
Proposal on Remuneration
and Transportation
Allowances for Directors
and Functional Committee
Members of the 22nd Term
Directors with a conflict
of interest recused
themselves from
discussion and voting
during their respective
remuneration review.
Did not
participate in
voting
3. As a listed company, The Company should disclose information regarding the self-evaluation (or peer evaluation) of the
board of directors, including the evaluation cycle, scope, method, and content. The Company should also fill out section 2 on
the execution status of the board of directors' evaluation. Please refer to page 17 of this year's annual report for detailed
information.
4. Evaluation of the implementation of goals to strengthen the functions of the board of directors in the current and previous
year (such as the establishment of an audit committee, enhancement of information transparency, etc.):
(1) The operations of the board of directors of The Company are conducted in accordance with the "Regulations Governing
Meetings of the Board of Directors of Public Companies" to implement corporate governance.
(2) The Company has established a "Remuneration Committee" and an "Audit Committee" to improve the corporate
governance system, mainly to enhance management functions and develop the overall compensation and framework for
senior management of The Company, in order to attract, motivate, reward and retain outstanding talents. The convener of
the Remuneration Committee is Chen, Hai-Ming, an independent director. Please refer to pages 27-28 of this year's annual
report for detailed information.
(3) In the 2024 shareholders' meeting, The Company elected the 22nd board of directors (including independent directors), and
the second audit committee was composed of all independent directors. The convener of the Audit Committee is Lin , Chiang-
liang, an independent director. Please refer to pages 18-20 of this year's annual report for detailed information.
(4) Strengthening Corporate Governance: The Company has adopted the “Ethical Corporate Management Best Practice
Principles”, “Procedures for Ethical Management and Guidelines for Conduct”, and the “Corporate Governance Best Practice
Principles”, as approved by the Board of Directors. These policies are regularly reviewed and updated in accordance with
applicable laws, regulations, and the Company’s operational practices.
(5) Commitment to Sustainable Development: On August 12, 2024, the Company adopted the “Sustainable Development Best
Practice Principles” to guide the formulation of sustainability policies and related management approaches.
(6) Directors’ Liability Insurance: The Company has purchased liability insurance for all members of the Board of Directors.
Relevant information has been disclosed on the Market Observation Post System.

~16~

2. Board of Directors Evaluation Implementation Status

Evaluation
Cycle
Evaluation
Period
Evaluation
Scope
Evaluation
Method
Evaluation Content
Annually 1,1,2024~
12,31,2024
Board of
Directors’
Performance
Evaluation
Self-
assessment
questionnaire
for “Board of
Directors’
Performance
Evaluation”
The measurement items of the
"Board of Directors’ Performance
Self-Evaluation Questionnaire"
include five aspects: participation
in company operations,
improvement of the quality of
board decision-making,
composition and structure of the
board, selection and continuous
education of directors, and
internal control,totaling45 items.
Director
Members'
Performance
Evaluation
Self-
assessment
questionnaire
for “Director
Members'
Performance
Evaluation”
The measurement items of the
"Director Members; Performance
Self-Evaluation Questionnaire"
include six aspects:
understanding of company goals
and tasks, awareness of director
responsibilities, participation in
company operations, internal
relationship management and
communication, professional
knowledge and continuous
education of directors, and
internal control,totaling23 items.
Functional
Committees’
(Audit
Committee,
Remuneration
Committee)
Performance
Evaluation
Self-
assessment
questionnaire
for
“Functional
Committees’
Performance
Evaluation”
The measurement items of the
"Functional Committee
Performance Self-Evaluation
Questionnaire" include five
aspects: participation in company
operations, understanding of
functional committee
responsibilities, improvement of
the quality of functional
committee decision-making,
composition and member
selection of the functional
committee, and internal control,
totaling26 items.

~17~

(2) Audit Committee Implementation Status

  1. The committee consists of three members, all of whom are independent directors of the board.

  2. The Audit Committee is established to assist the Board of Directors in overseeing the quality and integrity of the Company’s accounting, auditing, financial reporting processes, and internal controls.

  3. In fiscal year 2024, the Audit Committee primarily reviewed the following matters: Quarterly and annual financial reports., Revisions to the internal control system and related key policies, Assessment of the effectiveness of internal controls, Appointment and remuneration of the certified public accountants, Review and approval of the 2025 annual audit plan

The attendance of the Independent Directors at the 2 Audit Committee meetings held during the 2[nd] term of the Audit Committee is as follow:

Title Title Name Actual no. of
meetings attended
No. of meetings
with entrusted
attendance
Actual no.
of
attendance
rate(%)
Note Note
Independent
Directors
Chen, Hai-Ming 1 1 50% (Expected to attend
2 meetings)
Independent
Directors
Lin, Chiang-liang 2 0 100% (Expected to attend
2 meetings)
Independent
Directors
Lee, Feng Ao
2
0
100%
(Expected to attend
2 meetings)
The attendance of the Independent Directors at the 3 Audit Committee meetings held during the 3~~rd~~
term of the Audit Committee is as follow:
Title Name Actual no. of
meetings attended
No. of meetings
with entrusted
attendance
Actual no.
of
attendance
rate(%)
Note
Independent
Directors
Chen, Hai-Ming 2 1 67% (Expected to attend
3 meetings)
Independent
Directors
Lin, Chiang-liang 3 0 100% (Expected to attend
3 meetings)
Independent
Directors
Lee, Feng Ao 3 0 100% (Expected to attend
3 meetings)
Other matters to be disclosed:
1. If the Audit Committee operates under any of the following situations, the date of the board meeting, agenda,
resolution of the Audit Committee, and The Company's handling of the opinions of the Audit Committee shall be
disclosed.
(1)Matters listed under Article 14-5 of the Securities Exchange Law:
Board of
Directors’
Meeting
Date/Cycle.
Agenda Content.
Audit Committee
Resolution Result.
Company's
Handling
of Audit
Committee
Opinions.
03.04.2024
The 21st-17th
Section
The business report and financial report for the year 2023 of The
Company.
Unanimous Approval
by all Attending
Members
None
The deficit carry-forward proposal for the year 2023 of The
Company.
Same as above
None
Appointment of the auditor for 2024, and assessment of their
independence and suitabilityfor remuneration.
Same as above
None
Assessment of the effectiveness of the internal control system for
2023 and the"Internal Control System Statement"(stating that
Same as above
None
Board of
Directors’
Meeting
Date/Cycle.
Agenda Content. Audit Committee
Resolution Result.
Company's
Handling
of Audit
Committee
Opinions.
03.04.2024
The 21st-17th
Section
The business report and financial report for the year 2023 of The
Company.
Unanimous Approval
by all Attending
Members
None
The deficit carry-forward proposal for the year 2023 of The
Company.
Same as above None
Appointment of the auditor for 2024, and assessment of their
independence and suitabilityfor remuneration.
Same as above None
Assessment of the effectiveness of the internal control system for
2023 and the"Internal Control System Statement"(stating that
Same as above None

~18~


internal control is effective).
Amendment to the Company's "Rules of Procedure for Board of
Directors Meetings".
Same as above None
Amendment to the Company's "Audit Committee Charter". Same as above None
Proposal to release newly appointed directors of the 22nd term
and their representatives from non-competition restrictions.
Same as above None
Proposal for the disposal of the Company’s equity holdings in
Taiwan High Speed Rail Corporation.

Same as above
None
05.06.2024
The 21st-18th
Section
First-quarter consolidated financial report for 2024. Same as above None
08.12.2024
The 22nd-2nd
Section
The consolidated financial report for the second quarter of 2023
of The Company.
Same as above None
Proposal for the appointment of the Company’s certifying
accountants startingfrom the secondquarter of 2024.
Proposal for the establishment of the Company’s “Sustainable
Development Best Practice Principles” and the amendment of
related internal control systems.
11.04.2024
The 22nd-3rd
Section
The consolidated financial report for the third quarter of 2024 of
The Company.
Same as above None
Proposal for the disposal of the Company’s equity interest in
Information TechnologyTotal Services Co.,Ltd.(ITTS).
Same as above None
The auditplan for theyear 2025 of The Company. Same as above None
12.18.2024
The 22nd-4th
Section
The operatingbudget for theyear 2025 of The Company. Same as above None
Proposal for the establishment of the “Sustainable Information
ManagementOperationGuidelines.”
Same as above None

~19~

Audit Committee
Date/Cycle
Communication Matters Communication Results
03.04.2024
The 15th meeting of
the 2nd session
Internal Audit Business Report of The Company. Understood
The "Internal Control Systems" (affirming the
effectiveness of internal controls) for the year 2023 of
The Company.
Approved after deliberation, and will
be submitted to the Board of Directors
for resolution.
05.06.2024
The 16th meeting of
the 2nd session
Internal Auditor’s Report of The Company. Understood
08.12.2024
The 1st meeting of
the 3rd session
Internal Auditor’s Report of The Company. Understood
11.04.2024
The 2ndmeeting of
the 3rd session
Internal Auditor’s Report of TheCompany. Understood
2025 Internal Audit Plan of The Company Approved after deliberation, and will
be submitted to the Board of Directors
for resolution.
12.18.2024
The 3rd meeting of
the 3rd session
Internal Auditor’s Report of The Company. Understood
Audit Committee
Date/Cycle
Communication Matters Communication Results
03.04.2024
The 15th meeting of
the 2nd session
The business report and financial report for the year
2023 of The Company.
Approved after deliberation, and will
be submitted to the Board of Directors
for resolution.
05.06.2024
The 16th meeting of
the 2nd session
The consolidated financial report for the first quarter of
2024 of The Company.

Understood
08.12.2024
The 1st meeting of the
3rd session

The consolidated financial report for the second
quarter of 2024 of The Company.

Approved after deliberation, and will
be submitted to the Board of Directors
for resolution.
11.04.2024
The2nd meeting of
the 3rd session
The consolidated financial report for the third quarter
of 2024 of The Company.

Approved after deliberation, and will
be submitted to the Board of Directors
for resolution.

~20~

(3) Corporate Governance and its Deviations from “the Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies” and Reasons

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
1. Has The Company established and
disclosed corporate governance practices
in accordance with the “the Corporate
Governance Best-Practice Principles for
TWSE/TPEx Listed Companies”?
v 1. The Company has established a
“Corporate Governance Best Practice
Principles” to ensure good corporate
governance and pursue maximization
of shareholder rights and sustainable
management.
No significant difference
2. Company shareholding structure and
shareholder rights:
(1) Has The Company established internal
operating procedures for handling
shareholder proposals, questions,
disputes, and litigation, and implemented
them according to the procedures?
(2) Does The Company have a list of the
major shareholders and the ultimate
controllers of those shareholders?
(3) Has The Company established and
implemented risk control and firewall
mechanisms between related companies?
(4) Has The Company established internal
regulations prohibiting insiders from
trading securities based on undisclosed
information?
v
v
v
v
(1) The Company has established a
spokesperson and a proxy
spokesperson in accordance with
regulations to handle shareholder
suggestions, questions, disputes,
and litigation matters.
(2) The Company has entrusted a
professional shareholder service
agency to handle relevant matters
and regularly report related
information in accordance with
regulations. The Company always
maintains an understanding of the
shareholding situation of insiders
and major shareholders holding
more than 10% of the shares at any
time.
(3) The Company has established
relevant control measures in the
internal control system and
subsidiaries supervision and control
operations procedures for all
business dealings with related
enterprises, which are treated as
independent third parties except for
independent operations.
(4) The Company has also established
the "Prevention of Insider Trading
Management and Handling
Procedures for Material Non-Public
Information" to prohibit insider
trading of securities using
undisclosed information. Relevant
guidelines are provided to internal
personnel for dissemination and
reminders are given on matters
related to insider trading every
year.


(1) No significant difference
(2) No significant difference
(3) No significant difference
(4) No significant difference
3. Composition and responsibilities of the
board of directors:
(1) Has the board of directors formulated a
diversity policy, specific management
goals,and implemented them?


v
(1) The composition of the Board of
Directors of The Company
emphasizes diversity. Board
(1) No significant difference

~21~

(2) Has The Company voluntarily established
other functional committees in addition to
the required remuneration and audit
committees?
(3) Has The Company established a
performance evaluation method for the
board of directors and its evaluation
process, conducted annual evaluations,
reported the results to the board of
directors, and used them as a reference for
individual director compensation and
nomination for reappointment?
(4) Does The Company regularly evaluate
the independence of the accountant?

v
v
v
members possess expertise in
business judgment, management,
industry knowledge, leadership,
and decision-making capabilities.
Among them, four directors have
professional backgrounds in
finance and accounting. The
Board is composed of individuals
with comprehensive academic and
professional experience, ensuring
a well-rounded and diverse
structure. There are nine director
seats, including three independent
directors, and two female
directors. The specific
management goal of "the number
of directors who concurrently
serve as company managers shall
not exceed one-third of the total
number of directors" enables The
Company to fulfill its functions in
decision-making and supervision.
Please refer to page 8 of this
year's annual report for detailed
information.
(2) The Company has established a
“remuneration Committee” and an
"Audit Committee" and has
defined their responsibilities in
accordance with the Securities
Exchange Law. In the future, The
Company will establish other
functional committees as required
by laws and regulations and The
Company's operating scale.
(3) The Company has established a
"Board of Directors Performance
Evaluation Method," and the
performance evaluation for the
board of directors, individual
directors, and functional
committees for the 2024 fiscal
year was completed in January
2025. The results were reported to
the 22ndterm- 5th board meeting
on March 5, 2025. The individual
director's performance evaluation
results were also used as a basis
for selecting and nominating
independent directors.
(4) As required by Article 29 of the
Corporate Governance Best
Practice Principles, The Company
should evaluate the independence
and suitability of its appointed
accountants regularly, at least
once a year. The Company's
finance unit evaluates the
independence and suitability of
the appointed accountants using
the "Assessment Form for CPAs
(2) The current organizational
structure of The Company
meets operational needs.
We will consider setting
up other functional
committees in the future
depending on The
Company's business scale.
(3) No significant difference
(4) No significant difference

~22~

Independence and suitable Audit
Accountants." Two accountants
were evaluated and found to meet
the independence and suitability
assessment criteria of The
Company and are considered
qualified to be the accountants for
The Company. The evaluation
results were submitted for review
and approved by the second
session of the 4th Audit
Committee (on March 5, 2025),
and were discussed and approved
at the 5th session of the 22ndth
Board of Directors (on March 5,
2025) regarding the assessment of
the independence and suitability
of the signingaccountants.
4. Do listed companies have appropriate and
adequate corporate governance personnel,
and designate a corporate governance
officer responsible for corporate
governance related matters (including but
not limited to providing information
necessary for board of directors to carry
out business, assisting directors and
supervisors in complying with laws,
handling matters related to board of
directors and shareholder meetings in
accordance with the law, preparing board
of directors and shareholder meeting
minutes,etc.)?
v According to the "Guidelines for the
Establishment and Exercise of Powers
by the Board of Directors of Listed
Companies," The Company
established a governance officer in the
21st 12th Board of Directors meeting
on March 24, 2023.
No significant difference
5. Has The Company established
communication channels with
stakeholders (including but not limited to
shareholders, employees, customers, and
suppliers), set up a stakeholder area on
The Company's website, and properly
responded to important corporate social
responsibility issues raised by
stakeholders?
v To respond to various stakeholders,
including shareholders, employees,
customers, and suppliers, The
Company provides communication
channels and practices based on their
concerns, implements corporate
governance integrity and transparency,
and establishes a stakeholder section
and corresponding contact information
on The Company's website to address
issues related to corporate
sustainability, social responsibility,
and other relevant topics.
No significant difference
6. Has The Company appointed a
professional shareholder service agency to
handle shareholder meetingaffairs?

v
The Company has appointed Taishin
Securities Agency Department as our
shareholder meetingagent.
No significant difference
7. Information disclosure:
(1) Has The Company set up a website to
disclose financial and corporate
governance information?
(2) Does The Company use other methods for
information disclosure (such as setting up
an English website, designating a person
in charge of collecting and disclosing
company information, implementing a
spokesperson system, and posting the
process of corporate briefings on The
Company's website)?
v
v
(1) The Company discloses financial,
operational, and corporate
governance information in a
timely manner through its official
website (www.tecom.com.tw
).
(2) The Company has established
both Chinese and English
websites to provide relevant
information. Mr. Sun, Mao-Luen,
Chief Financial Officer, has been
appointed as the spokesperson,
and Ms. Wang, Yen-Li,
AccountingManager,serves as
(1) No significant difference
(2) No significant difference

~23~

(3) Does The Company announce and file
annual financial reports within two
months after the end of the fiscal year, and
disclose and file quarterly financial
reports for the first, second, and third
quarters, as well as monthly operating
results within theprescribed time limit?
v the deputy spokesperson. All
material information that may
affect shareholders and
stakeholders is disclosed promptly
and appropriately. Presentations
and related materials for
institutional investor conferences
are also available on the
Company’s website.
(3) The Company's annual financial
reports, quarterly reports for the
first, second, and third quarters,
and monthly operating results are
all announced and reported in
compliance with laws and
regulations.
(3) No significant difference
8. Does The Company have other important
information that helps understand the
corporate governance status(including but
not limited to employee benefits,
employee care, investor relations, supplier
relations, stakeholder rights, director
training, the implementation of risk
management policies and risk
measurement standards, the
implementation of customer policies, and
The Company's purchase of liability
insurance for directors.)?

v
(1) The Company has established a
"Sustainable Development Best
Practice Principles" to promote
sound corporate governance,
foster a sustainable environment,
uphold social welfare, and
strengthen corporate social
responsibility (CSR) disclosure on
an ongoing basis.
(2) The Company regularly discloses
important operational information
to continuously enhance corporate
information transparency.
Investors can access relevant
information on our corporate
website and the Public
Information Observation
Platform, and can provide
suggestions through email, phone,
and the website, which are
handled by our dedicated staff.
(3) The Company’s board members
are experts in their respective
fields. The Company provides
timely updates on relevant
regulations and regularly arranges
briefings on operations and
related matters for the directors.
For details on the continuing
education of the Company’s
directors, please refer to pages
41–42 of this annual report or
visit the Company’s disclosure on
MOPS.
(4) The Company has purchased
liabilityinsurance for directors.
No significant difference
9. Please explain the improvements in the
recent year's corporate governance
evaluation results released by the
Corporate Governance Center of Taiwan
Stock Exchange Corporation, and provide
priority strengthening measures for areas
that have not yet been improved.
(Companies that have not been evaluated
can be omitted.)
v The Company is not included in the
evaluated companies list.
Not applicable.

~24~

(Appendix 1) CPA Review Form

Evaluation
Item
Evaluation
Result
Evaluation Content
A) Review of
Independence
Requirements
1 Do the CPA, their spouse, or minor children have any
investment or financial interest in the Company?
N
2 Do the CPA, their spouse, or minor children have any
lending or borrowing relationship with the Company? (This
does not apply if the client is a financial institution with
normal dealings.)
N
3 Are the CPA or members of the audit engagement team
currently, or have they within the past two years served as a
director, officer, or held a position with significant
influence over the audit at the Company?
N
4 Have the CPA or audit engagement team members
promoted or brokered the Company's issuance of shares or
other securities?
N
5 Have the CPA or audit engagement team members, beyond
services permitted by law, acted as legal representatives of
the Company in legal or other dispute matters with third
parties?
N
6 Do the CPA or audit engagement team members have a
spouse, direct blood relative, in-law, or collateral relative
within the second degree of kinship who is a director,
officer, or holds a position with significant influence over
the audit at the Company?
N
7 Has any retired partner within the past year served as a
director, officer, or held a position with significant
influence over the audit at the Company? No
N
8 Have the CPA or audit engagement team members accepted
substantial gifts or special favors from the Company or its
directors, officers, or major shareholders?
N
9 Is the CPA currently employed by the client or audited
entity in a regular position with fixed salary, or serving as a
director or supervisor (audit committee member)?
N
Evaluation
Item
Evaluation
Result
Evaluation Content
B) Review of
Independence
Practices
1 Has the CPA recused themselves from handling matters
where they have direct or significant indirect interest that may
impair their impartiality and independence?
Yes
2 In providing audit, review, re-examination, or special audit
services and issuing opinions on financial statements, has the
CPA maintained both actual and apparent independence?
Yes
3 Do members of the audit engagement team, other joint CPAs,
firm partners, the CPA firm, its affiliates, and associated firms
also maintain independence from the Company?
Yes
4 Does the CPA uphold a professional attitude of integrity and
diligence in executing their services?
Yes
5 While executing professional services, does the CPA maintain
an impartial and objective stance, avoiding any prejudice,
conflict of interest, or relationships that could impair
professional judgment?
Yes

~25~

Evaluation
Item
Evaluation
Result
Evaluation Content Description
1 Has the CPA been
subject to any
disciplinary action by
the CPA Disciplinary
Committee in the past
two years? Has the CPA
firm been involved in
any major lawsuits in the
past two years or
currently?
C)
of
CPAs Mr. Chiang Cheng-Han and Ms.
Liu Chien-Yu have not been listed in
any disciplinary announcements by
the
Financial
Supervisory
Commission's Securities and Futures
Bureau.
Good
1 Does the CPA firm have
sufficient scale,
resources, and regional
coverage to perform
audit services for the
Company?
PwC Taiwan, the local affiliate of the
world’s largest CPA firm PwC, has
affiliate firms in all major regions
where the Group operates, ensuring
timely and local handling of relevant
matters.
Good
2 Does the CPA firm have
clearly defined quality
control procedures to
ensure the quality of
financial reporting?
The appointed CPA firm has
established clear quality control
procedures to reasonably ensure
effective execution. These procedures
include internal control systems set in
accordance with Audit Standard
Bulletin No. 46, “Quality Control for
CPA Firms.”
Good
2 Does the CPA firm
promptly inform the
Board of Directors of
any significant issues or
developments related to
risk management,
corporate governance,
financial accounting, or
related risk control?
Good
The appointed PwC CPAs have
consistently communicated audit
findings with the Company’s
management and audit committee in a
timely manner, with early
involvement in key issues.

~26~

(4) Remuneration Committee Implementation Status

1. Remuneration Committee Members’ Information

Identity
(Note 1)
Conditions
Name

Professional Qualifications
and Experiences
Independence Status (Note 2) Number of
other
publicly
listed
companies'
remuneration
committee
memberships
held
concurrently.
Independent
Directors
Chen, Shui
Lien

Honorary Professor of
Management Science
Department at Tamkang
University with a degree in
finance and accounting-
related fields and no
circumstances falling under
any subparagraph of Article
30 of The CompanyAct.
1. Not an employee of The Company or its
affiliates.
2. Not a director or supervisor of The Company or
its affiliates.
3. Not a natural person shareholder who, together
with
his/her
spouse,
minor
children,
or
shareholders who hold more than 1% of the total
issued shares of The Company or among the top
ten shareholders of The Company, holds more
than 1% of the total issued shares of The
Company in his/her own name or in the name of
others.
4. Not a manager or a person listed in 2 or 3 above,
his/her spouse, his/her relatives within the
second degree of kinship, or his/her lineal
relatives within the third degree of kinship.
5. Not a director, supervisor, or employee of a
corporate shareholder who holds directly more
than 5% of the total issued shares of The
Company, is among the top five shareholders, or
is appointed as a director or supervisor of The
Company pursuant to Article 27, Paragraph 1 or
Paragraph 2 of The Company Act.
6. Not a director, supervisor, or employee of another
company or institution whose board of directors
or voting rights exceeding half of The Company's
board of directors or supervisor seats is controlled
by the same person.
7. Not a director or supervisor of another company
or institution whose chairman or general manager
or equivalent position is the same person or
spouse of The Company's chairman or general
manager.
8. Not
a
director,
supervisor,
manager
or
shareholder holding more than 5% of the shares
of a specific company or institution that has
financial or business dealings with The Company.
9. Not a professional, sole proprietor, partner,
company or organization owner, partner, director,
supervisor, manager, or spouse thereof who
provides professional services such as business,
legal, financial, or accounting related services to
The Company or its affiliates and has not
received cumulative compensation exceeding
NTD 500,000 in thepast twoyears.


0



Independent
Directors
Lin,
Chiang-
liang
Professor of Accounting
Department at Chung Yuan
Christian University with a
degree in finance and
accounting-related fields
and no circumstances
falling under any
subparagraph of Article 30
of The CompanyAct.



2


Independent
Directors
Lee, Feng
Ao
Holding a lawyer certificate
obtained through passing
the national examination,
currently serving as the
managing partner of
Balance Law Firm, and no
circumstances falling under
any subparagraph of Article
30 of The Company Act.







1










~27~

  1. Remuneration Committee Implementation Status

(1) The Remuneration Committee of The Company consists of three members.

(2) Responsibilities of the Remuneration Committee: The primary function of the Remuneration Committee is to strengthen corporate governance and to attract and retain talent by evaluating and overseeing the compensation policies for the Company’s directors and managerial officers. Its main responsibilities include the periodic review of performance evaluation mechanisms and the remuneration policies and systems for directors and managers, as well as the assessment and determination of their individual compensation packages.

(3) The term of office for the current committee is from August 12, 2024 to June 17, 2027. The Remuneration Committee held three meetings in 2024, and the membership and attendance of the committee are as follows:

Title Name Name Actual no. of
meetings
attended
No. of meetings
with entrusted
attendance
Actual no. of
attendance
rate (%)
Actual no. of
attendance
rate (%)
Note
Convener Chen, Shui
Lien
2 0 100%
Member Lin, Chiang-
liang
2 0 100%
Member Lee, Feng Ao 2 0 100%
Other matters to be disclosed:
1. If the board of directors does not adopt or amend the recommendations of the Remuneration
Committee, the date, agenda, resolution, and The Company's handling of the Remuneration
Committee's opinions shall be described: None.
2. If there are any objections or reservations with a recorded or written statement from any
members of the Remuneration Committee regarding its decisions, the date, agenda, content, all
members' opinions, and the handling of such opinions shall be described: None.
3. The main communication matters and summary of resolutions for the year 2024 are as follows:
Remuneration
Committee
Date/Cycle
Communication Item
Communication Result
11.03.2024
The 1st meeting of
the 6th session
Periodic Evaluation of the Reasonableness of
Managerial Compensation
Approved and submitted to
the board of directors for
resolution.
Remuneration and Transportation Allowance for
the 22nd Board of Directors and Functional
Committees
Approved and submitted to
the board of directors for
resolution.
12.20.2024
The 2nd meeting
of the 6th session
Renewal and Compensation Package for the
General Manager
Approved and submitted to
the board of directors for
resolution.
Remuneration
Committee
Date/Cycle
Communication Item Communication Result
11.03.2024
The 1st meeting of
the 6th session
Periodic Evaluation of the Reasonableness of
Managerial Compensation

Approved and submitted to
the board of directors for
resolution.
Remuneration and Transportation Allowance for
the 22nd Board of Directors and Functional
Committees


Approved and submitted to
the board of directors for
resolution.
12.20.2024
The 2nd meeting
of the 6th session
Renewal and Compensation Package for the
General Manager

Approved and submitted to
the board of directors for
resolution.

~28~

  • (5) Implementation of sustainable development and differences and reasons for differences between The Company's Sustainable Development Best Practice Principle and the practice guidelines for listed companies.
Evaluation Item Implementation Status Deviations from “the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
1. Has The Company established a governance
structure to promote sustainable
development, with a dedicated unit
responsible for this task, and authorized and
supervised by the board of directors?
v On August 12, 2024, the Board of
Directors approved the establishment of
the Sustainable Development Practice
Guidelines. A dedicated (or concurrent)
sustainability unit was also established,
responsible for formulating
sustainability policies, systems, related
management approaches, and specific
implementation plans. The unit
regularly reports progress to the Board
of Directors.
No significant
difference
2. Has The Company conducted risk
assessments related to environmental, social,
and governance issues that are relevant to its
operations, based on the principles of
materiality, and developed relevant risk
management policies or strategies?
v (1) The scope of risk assessment is
primarily focused on the Company
itself, taking into consideration the
relevance to core business operations
and the impact on material topics.
(2) In addition to identifying major
issues related to corporate
governance—such as socio-economic
and legal compliance, strengthening
the functions of the Board of
Directors, and stakeholder
engagement—the Company develops
corresponding management strategies.
Through the preparation of the
Sustainability Report, it identifies
environmental, social, and other
material risks by defining assessment
criteria, processes, and outcomes,
along with relevant risk management
policies or strategies.
No significant
difference
3. Environmental Issues
(1) Has The Company established an appropriate
environmental management system based on
its industry characteristics?
(2) Is The Company committed to improving
energy efficiency and using renewable
materials with low environmental impact?
v v (1) Relevant internal management
operations are carried out in
accordance with ISO system
requirements.
(2) The Company has taken various
measures to reduce the impact of
operations on the natural
environment, such as using
energy-efficient lighting
equipment for indoor lighting,
setting a minimum temperature for
air conditioning, cleaning the air
conditioning filter to improve
efficiency, recycling waste paper,
sorting garbage, and reducing the
amount of waste. The energy-
savingeffect is more than 1%per
(1) No significant
difference
(2) No significant
difference

~29~

Evaluation Item Implementation Status Deviations from “the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
(3) Has The Company assessed the potential risks
and opportunities of climate change for its
current and future operations and taken
measures to address climate-related issues?
v year.
(3) In the second half of 2024, the
Company completed a
preliminary assessment of climate
change risks. The Company
evaluates the potential risks and
opportunities of climate change
on The Company's current and
future operations, considers
relevant regulations of
environmental protection
authorities and stakeholder
requirements, and formulates
annual energy-saving measures
and targets. The Company
collaborates with the Ministry of
Economic Affairs to implement
various energy-saving programs
and achieves an annual energy-
saving rate of more than 1%. The
energy-saving rate for 2022,
2023 and 2024 were 7.87%,
1.86% and 11.2%,
respectively.
(3) No significant
difference
(4) Has The Company compiled greenhouse gas
emissions, water usage, and total waste
weight for the past two years and developed
policies to reduce energy consumption and
carbon emissions, reduce water usage, or
manage other waste?
v Greenhouse Gas Emission Management:
●Recent Greenhouse Gas Emissions
The Company’s 2024 GHG inventory
results have been disclosed in the
chapter on Climate-Related Information
for Listed and OTC Companies in this
annual report. Internally, we have
launched company-wide education and
awareness programs on resource
conservation, along with periodic
inspections, to effectively prevent
unnecessary resource waste.
Water Resource Management:
●Water usage in thepast threeyears
Year
Water Consumption
2022
19,518 m³
2023
18,369 m³
2024
15,426 m³
Management effectiveness: The
Company continuously improves water
resource recovery rates through
technological enhancements.
Additionally, the target set for 2024, also
based on the benchmark year 2023,
aimed to reduce water usage by2,943
(4) No significant
difference

~30~

Evaluation Item Implementation Status Deviations from “the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
m³, approximately a 16.02%% decrease.
Waste Management:
●Quantity of hazardous and non-
hazardous waste in the past three
years
Year
Waste Production
(tons)
2022
6.88
2023
5.25
2024
4.36
Management effectiveness: The
Company continually implements a life-
cycle management approach to promote
waste reduction at the source and
encourage waste reuse.
4. Social Issues
(1) Has The Company developed management
policies and procedures in accordance with
relevant laws and international human rights
conventions?
(2) Has The Company established reasonable
employee welfare measures (including
salary, leave, and other benefits) and
appropriately reflected its business
performance or results in employee
compensation?
v
v
(1) The Company actively practices
corporate social responsibility in
accordance with the international
trend of balancing environmental,
social, and corporate governance
development. We comply with
relevant labor laws and respect
internationally recognized basic
labor rights principles to protect the
legitimate rights and interests of our
employees. We have established
relevant management regulations
and systems to treat our employees
in a legal, fair, and friendly manner
and expect our supply chain
partners to follow suit.
(2) 1.The Company has established a
staff welfare committee to promote
various welfare measures and plan
employee care and support policies
to enhance employee health and
abilities.
2. We disclose and implement
various allowances, bonuses,
subsidies, retirement systems
(including the establishment of a
retirement reserve fund committee,
regular meetings to determine the
allocation ratio and situation of the
old and new systems, and the
employee retirement application
process and conditions), and leave
systems on our internal website.
3. To motivate employee morale
and increase their sense of
belonging to The Company, we
have developed a year-end bonus
distribution method that awards
(1) The Company
will disclose
information
related to
corporate
sustainability on
The Company
website and the
public
information
disclosure
platform as
needed or
required by law
in the future.
(2) No significant
difference

~31~

Evaluation Item Implementation Status Deviations from “the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
bonuses based on The Company's
earnings for the year and employee
performance, reflecting our
business performance results in
compensation and sharing the
benefits of our operations.
(3) Does The Company provide employees with
a safe and healthy working environment and
regularly conduct safety and health
education for employees?
(4) Has The Company established an effective
career development training plan for
employees?
v
v
v
(3) The Company complies with
relevant laws and regulations on
occupational safety and health, and
we have qualified first-aid
personnel and sufficient first-aid
kits. We provide labor safety and
health education and training to
new and existing employees before
they change jobs, and we have
established lactation rooms in
accordance with the Gender
Equality in Employment Act.
Additionally, we have established
an emergency response team and
defined emergency response
management procedures to respond
to any emergency situation that may
cause loss of life, property, and
environmental pollution, including
power outages, water outages, fires,
floods, typhoons, earthquakes,
personnel injuries (temporary or
permanent disability), food
poisoning, statutory communicable
diseases (such as SARS/Covid-19),
water pollution, and any other
emergency situation.The
Company also arranges for a
licensed nurse to visit the
office four times per month to
provide employees with
professional health
consultations.In 2024, the
company recorded zero fire
incidents, with no injuries or
fatalities, and the ratio of injured or
deceased employees to the total
number of employees was zero.
(4) The Company has a complete
employee training plan, which plans
diverse education and training
programs for different positions,
expertise, and needs. We also assist
employees in developing their job
skills, improving their professional
knowledge,andprovidingtimely
(3) No significant
difference
(4) No significant
difference

~32~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
(5) Does The Company comply with relevant
laws and international standards regarding
customer health and safety, customer
privacy, marketing and labeling, and develop
relevant policies and complaint procedures
to protect consumer or customer rights?
(6) Has The Company developed a supplier
management policy requiring suppliers to
comply with relevant regulations in
environmental protection, occupational
safety and health, or labor rights, and
implemented it effectively?
v development plans for secondary
expertise, enriching their career
path.
(5) The Company strictly adheres to
environmental protection laws and
regulations in product design and
manufacturing, striving to achieve
the standards of world
environmental protection policies.
We effectively control raw
materials and processes to ensure
that the products we provide meet
the specifications of ROHS.
We respect customer privacy and
comply with confidentiality
agreements and personal data
protection laws. At the same time,
we provide standardized and
effective complaint procedures for
our products and services. If there
are any relevant issues, customers
can directly contact our business
personnel provided on The
Company's website to protect
consumer rights and provide
complaint channels.
(6) The Company has established a
"Supplier Code of Conduct" to
require suppliers to comply with
this code in their business conduct,
including labor, health and safety,
environment, business ethics, and
management systems. We also
require suppliers to fully comply
with the laws and regulations of
their operating countries/regions. At
the same time, we conduct regular
audits, and the audit results are also
one of the important factors for The
Company's decision-making.
The Company will continue to
uphold the spirit of mutual trust and
mutual benefit with suppliers, and
carry out supplier audits and
management based on integrity. We
confirm that suppliers comply with
various environmental protection
treaties and social responsibilities to
grow together with The Company
and create a win-win situation.
(5) No significant
difference
(6) No significant
difference
5. Has The Company used internationally
recognized reporting standards or guidelines
to prepare a sustainability report or other
non-financial information disclosure report?
v The Company’s Sustainability Report is
prepared in accordance with the GRI
and SASB standards. The 2024 report is
scheduled forpublication and will be
(7) No significant
difference

~33~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons
Yes No Abstract Illustration
Has the report obtained the confirmation or
assurance opinion of a third-party
verification unit?
disclosed on the Company’s website by
the end of August 2025.
6. If The Company has established its own sustainability guidelines based on the "Practice Guidelines for Sustainable
Development of Listed Companies", please describe how they operate and the differences between these guidelines and The
Company's established guidelines.
The Company has established the "Sustainable Development Practice Guidelines." All corporate social responsibility
operations are carried out in accordance with the content and related provisions of these guidelines, ensuring full compliance
without anydiscrepancies.
7. Other important information that helps to understand the implementation of sustainable development:
The Company provides various employment and internship opportunities, and employs several individuals with disabilities
who possess employment capabilities. Over the years, The Company has been operating with integrity and striving to provide
its employees with a stable and healthy environment for personal growth, while maximizing shareholder value and fulfilling
its responsibilityfor sustainable development.

~34~

(6) Climate-Related Information for Listed Companies:

1. Implementation Status of Climate-Related Information

Item Implementation Status

Since 2024, the Company has been actively addressing climate change-
(1) Describe the board of directors’ and


related issues and promoting the management of climate-related risks
management’s oversight and governance of

and opportunities to ensure the sustainable development of the
climate-related risks and opportunities.
enterprise.
Short-term:
Extreme weather events (such as typhoons and floods) may cause
supply chain disruptions, affecting production, delivery capabilities, and
damaging operational facilities, which increase repair and recovery
costs. The corresponding strategy includes establishing climate disaster
response plans, enhancing supply chain resilience, and strengthening
disaster prevention capabilities at operational sites to improve
infrastructure durability.
(2) Explain how identified climate risks
Medium-term:
and opportunities impact the company’s
Rising temperatures lead to increased energy consumption, higher
business, strategy, and financials (short-,
operating costs, and water shortages, impacting production and cooling
medium-, and long-term). systems. The countermeasures involve introducing intelligent
management systems for energy-intensive equipment, replacing
outdated devices, reducing purchased electricity, and enhancing water
resource management by promoting water-saving technologies.
Long-term:
Rising energy costs and power shortages causing rolling blackouts affect
operational costs and production activities. The strategy includes
installing solar power generation and energy storage facilities to reduce
corporate costs.
1. Revenue reduction due to decreased production capacity: Extreme
climate events may cause operational interruptions and delivery delays,
impacting customer orders and leading to revenue loss.
2. Increased operating costs: Higher cooling costs due to elevated
temperatures, logistics disruptions caused by extreme weather leading to
delayed deliveries and increased transport expenses, as well as repair
(3) Describe the financial impacts of
and cleanup costs for damaged equipment, all contribute to increased
extreme climate events and transition
operational costs.
activities. 3. Rising carbon costs: This affects operating profits and requires
products to meet stricter environmental regulations, increasing R&D
costs. Although the Company currently does not incur carbon fees, it has
set an annual greenhouse gas (GHG) emission reduction target of 1%
based on the baseline year and actively implements carbon inventory
and reduction strategies. Green product R&D and manufacturing are
alsopromoted to complywith international environmental standards.
Following TCFD recommendations and industry information, the
(4)
Explain
how
the
identification,

Company uses scenario analysis to identify climate-related risks and
assessment, and management of climate
opportunities, considering policy and regulation, physical environment,
risks are integrated into the overall risk
technology, and other external factors for periodic evaluation. Internal
management framework. discussions are held to assess risk and opportunity factors relevant to the
Company.

The Company utilizes the "Taiwan Climate Change Projection
(5) If scenario analysis is used to assess


Information and Adaptation Knowledge Platform" to analyze maximum
resilience to climate change risks, describe


temperature and rainfall under the RCP8.5 scenario, and uses the
the scenarios, parameters, assumptions,


"NGFS Water Resource Sensitivity Analysis" to estimate water scarcity.
analytical
factors,
and
key
financial

These data support climate risk assessments across the Company’s
impacts used.
operational sites and supplychain vendors to mitigate asset loss.
(6) If there are transition plans to manage
Current Climate Strategy Framework:
lild ik dib h l
1 Ehi C Rili Lb ii d
cmate-reate rss, escre te pan
. nancng orporate esence: ow-caron transton reuces
details, as well as the indicators and targets
energy costs and improves operational efficiency. By leveraging digital
used to identifyand managephysical and
technologyand sustainabilitystrategies,the Companystrengthens

~35~

transition risks. enterprise risk management, proactively develops sustainability plans,
and establishes carbon and energy management systems to ensure
compliance with future regulatory requirements.
2. Corporate Transformation: Developing carbon and energy
management systems enables better public understanding of the
financial significance of carbon management, enhances corporate image,
and drives revenuegrowth.
(7) If internal carbon pricing is used as a
planning tool, explain the basis for the
Internal Carbon Pricing not yet implemented
price setting.
(8) If climate-related targets are set,
describe the activities covered, greenhouse


The Company has set a 1% annual reduction target of total GHG
gas emission scopes, planning periods, and


emissions based on the baseline year 2023. Solar power generation
annual progress. If carbon offsets or


installation assessments are ongoing to increase the use of renewable
renewable energy certificates (RECs) are


energy.
used to achieve targets, specify the source
and amount of offsets or RECs.
(9)
Greenhouse
gas
inventory
and
assurance
status,
reduction
targets,

Please refer to sections 2 and 3 for detailed information.
strategies,and concrete actionplans.

2. GHG Inventory and Assurance in the Past Two Years

2024 2023
Total Emissions
(tCO2e)
Total Emissions
(tCO2e)
The Company Scope 1 142.1766 137.9674
Scope 2 519.3027 562.2967
Subtotal 661.479 700.264
Subsidiary- BAYCOM Scope 1 19.0931 19.2442
Scope 2 197.9617 387.9325
Subtotal 217.055 407.177
Subsidiary -Tecom Wuhan Scope 1 0.7800 6.8937
Scope 2 12.0100 14.4828
Subtotal 12.790 21.376
Total 891.324 1128.817
  1. Greenhouse Gas (GHG) Inventory, Assurance, and Reduction Strategy

The Company completed third-party verification of its organizational greenhouse gas (GHG) inventory for the year 2024 on April 23.

The planned GHG emission reduction measures include:

  1. Replacement of outdated water pumps (In planning)

  2. Employees are encouraged to turn off lights when not in use and set air conditioners at 26°C to reduce energy use. (Implemented)

  3. A smart monitoring system has been set up to track and manage air conditioning electricity usage. (Implemented)

  4. Deployment of a Carbon Management System. The system monitors and analyzes GHG emissions, identifies high-emission hotspots, and enables timely implementation of targeted emission reduction measures. (Implemented)

~36~

(7) Implementation of Ethical Corporate Management and differences and reasons for differences between The Company's Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
1. Establishment of the Policy and Plan for
Business Integrity
(1) Has The Company established a policy for
business integrity that has been approved by
the board of directors and clearly stated the
policy and practices of business integrity in
its regulations and external documents, and
has the board of directors and senior
management actively implemented the
policy commitments?
(2) Has The Company established a risk
assessment mechanism for unethical
behavior, regularly analyzed and assessed
business activities with a higher risk of
unethical behavior within its business scope,
and formulated measures to prevent
unethical behavior, at least covering the
preventive measures of Article 7, Paragraph
2 of the " Integrity Operation Guidelines for
Listed Companies "?
(3) Has The Company clearly defined
operational procedures, behavior guidelines,
penalties for violations, and complaint
mechanisms in the plan to prevent unethical
behavior, and implemented them, and
periodically reviewed and revised the above
plan?
v
v
v
(1) The Company has established a
Code of Integrity Operation and
Ethical Behavior Guidelines,
which have been disclosed on the
Public Information Observation
System. Integrity is our core value
and fundamental to operating the
business, and this standard applies
to The Company's directors,
executives, employees, and related
parties.
(2) The Company has established a
"Risk Assessment Mechanism and
Operational Management
Procedures for Unethical
Behavior," which includes
preventive measures for the
behaviors listed in Article 7,
Paragraph 2 of the " Integrity
Operation Guidelines for Listed
Companies" The Human
Resources Department is
responsible for evaluating the
appropriateness and effectiveness
of the prevention plan and
reporting to the Board of
Directors.
(3) The Company's " Integrity
Operation and Behavior
Guidelines " prevent unethical
behavior and establish internal
and external reporting channels
and processing systems. The
above regulations have specified
operational procedures, behavioral
guidelines, violation and
complaint systems, and are
analyzed and evaluated regularly
each year to develop preventive
measures against unethical
behavior, which are reported to
the Board of Directors.
(1) No significant
difference
(2) No significant
difference
(3) No significant
difference

~37~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
2. Implementation of Business Integrity
(1) Has The Company evaluated the integrity
records of counterparties and stipulated
integrity behavior clauses in contracts
signed with them?
(2) Has The Company established a dedicated
unit under the board of directors to promote
corporate integrity, and regularly (at least
once a year) reported to the board of
directors on its policy for business integrity,
measures to prevent unethical behavior, and
supervision and implementation?
(3) Has The Company established a policy to
prevent conflicts of interest, provided
appropriate statement channels, and
implemented them?
(4) Has The Company established effective
accounting and internal control systems to
implement business integrity, and based on
the evaluation results of unethical behavior
risks, formulated relevant audit plans for
internal audit units to check compliance
with measures to prevent unethical behavior,
or entrusted accountants to conduct audits?
(5) Does The Company regularly hold internal
and external education and training on
business integrity?
v
v
v
v
v
(1) The Company conducts business
activities externally, and the Legal
Department reviews the contract
terms to avoid transactions with
those who have a record of
unethical behavior.
(2) The Company has designated
personnel responsible for integrity
management, and the Human
Resources Department is
responsible for formulating and
supervising the implementation of
The Company's integrity
management policies and related
measures. Reports are submitted
to the Board of Directors
annually, and no significant
violations have been found to
date.
(3) The Company expresses concern
about conflicts of interest in its
integrity operations, and clearly
outlines the situations/standards of
conflicts of interest in the Code of
Conduct, requiring relevant
personnel to recuse themselves.
Additionally, it is required that
when they become aware of or
face similar situations, they
proactively and fully report to
their immediate supervisors or the
Board of Directors.
(4) To ensure the implementation of
integrity operations, The
Company has established effective
accounting and internal control
systems, and internal audit
personnel regularly check
compliance with these systems.
(5) The Company reviews and revises
relevant regulations for integrity
operations and announces them
for all employees to follow.
Regular internal education and
trainingon integritymanagement
(1) No significant
difference
(2) No significant
difference
(3) No significant
difference
(4) No significant
difference
(5) No significant
difference

~38~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
are provided, and when new
employees are trained, The
Company's "Code of Conduct for
Integrity Management" is
communicated, and they are
required to sign an "Employee
IntegrityCommitment."
3. Operation of the Whistleblowing System
(1) Has The Company established a specific
whistleblowing and reward system,
established convenient whistleblowing
channels, and assigned appropriate receiving
personnel for the subjects of
whistleblowing?
(2) Has The Company established standard
operating procedures for investigating
reported matters, measures to be taken
after completing investigations, and
relevant confidentiality mechanisms?
(3) Does The Company take measures to protect
whistleblowers from inappropriate treatment
due to whistleblowing?
v
v
v
(1) The Company places great
emphasis on promoting ethical
values and has established a " Code
of Integrity Operation and Ethical
Behavior Guidelines" to regulate
our whistleblowing system. We
encourage employees to report any
suspected or discovered violations
of laws or company regulations
through our internal independent
reportingmailbox
([email protected]
), hotline
(03-5775141#2600), or in writing,
which will be handled by our audit
department.
(2) We have established a complaint
handling procedure with clear
operating procedures from filing a
complaint to investigation and
resolution. The Company
maintains confidentiality of all
individuals involved in the
reporting process, and for
employees who violate ethical
behavior, they shall be dismissed
in accordance with relevant laws or
company management regulations.
For agents, suppliers, customers, or
other business partners found to
have engaged in unethical behavior
during business transactions with
The Company, we shall
immediately cease doing business
with them and add them to our
blacklist to uphold The Company's
policy of ethical operation.
(3) To prevent unfair retaliation or
treatment, The Company shall
protect individuals involved in the
investigationprocess related to




(1) No significant
difference
(2) No significant
difference
(3) No significant
difference

~39~

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
whistleblowing.
4. Strengthening Information Disclosure
Does The Company disclose the contents and
effectiveness of its established policy for
business integrity on its website and the
Taiwan Stock Exchange and Gretai Securities
Market information disclosure platform?
v The Company has disclosed some
information related to its integrity
management on the Public
Information Observation System.
This includes the "Ethical
Corporate Management." There is
a dedicated person responsible for
collecting and disclosing
information, and a spokesperson
system is inplace.
No significant
difference
5. If the company has adopted its own ethical corporate management best practice principles based on the Ethical Corporate
Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between the principles
and their implementation:
The Company has already established ethical corporate management for business operations, and there are no significant
differences between our operations and the establishedprinciples.
6.Other important information that can help understand The Company's integrity operations (such as The Company's review and
amendment of its established Ethical Corporate Management):
The Company adheres to The Company Act, Securities Exchange Law, relevant regulations for listed companies, and all
applicable laws as the foundation for implementing integrity in our business operations. We prohibit any business dealings with
parties involved in dishonestpractices.
  • (8) Other important information that can enhance understanding of The Company's corporate governance practices may also be disclosed:

  • The Company continues to invest resources to enhance corporate governance practices. A dedicated “Corporate Governance” section has been established on the Company’s website to provide information on the Company’s governance practices, along with access to relevant governance regulations for download. In addition, the Company discloses material information in a timely manner and holds investor conferences on a regular basis. Please refer to the Company’s website or the Market Observation Post System (MOPS) for more information.

~40~

2. Directors' Continuing Education Status:

Date of
Education
Number
of Hours
Title Name Organizer Course Title
Chairman Liu, Chao-Kai 2024.08.14 Taiwan
Corporate
Governance
Association
Trends in Smart
Manufacturing and
Application of Digital
Technologies in Business
Management
3
2024.12.17 Straits Exchange
Foundation
The Present and Future of
Energy Service Companies
(ESCO)
3
Director Representative of
TECO Electric &
Machinery Co.,
Ltd: Peng, Chi-
Tseng
2024.08.14 Taiwan
Corporate
Governance
Association
Trends in Smart
Manufacturing and
Application of Digital
Technologies in Business
Management
3
2024.12.17 Straits Exchange
Foundation
The Present and Future of
Energy Service Companies
(ESCO)
3
Director Representative of
TECO Electric &
Machinery Co.,
Ltd: Liu, An-
Bing
2024.08.14 Taiwan
Corporate
Governance
Association
Trends in Smart
Manufacturing and
Application of Digital
Technologies in Business
Management
3
2024.12.17 Straits Exchange
Foundation
The Present and Future of
Energy Service Companies
(ESCO)
3
Director Representative of
TECO Electric &
Machinery Co.,
Ltd: Sun, Chien-
Jung
2024.08.14 Taiwan
Corporate
Governance
Association
Trends in Smart
Manufacturing and
Application of Digital
Technologies in Business
Management
3
Director Representative of
TECO Electric &
Machinery Co.,
Ltd: Tien, Ying-
Juei
2024.08.14 Taiwan
Corporate
Governance
Association
Trends in Smart
Manufacturing and
Application of Digital
Technologies in Business
Management
3
2024.10.08 Taiwan
Stock
Exchange
The Symphony of Digital
Finance and Sustainable
Finance in the Era of AI
3
2024.12.17 Straits Exchange
Foundation
The Present and Future of
Energy Service Companies
(ESCO)
3
Director Yang , Shih-
Chien
2024.10.29 Accounting
Research
and
Development
Foundation
ESG Corporate Case
Study: Legal Liabilities in
Gender Equality and
Human Rights
3
2024.10.29 Accounting
Research
and
Development
Foundation
Professional Training
Program on Dual
Transformation:
Sustainability and
Digitalization
3

~41~

Date of
Education
Number
of Hours
Title Name Organizer Course Title
Independent
Director|Chen, Shui Lien
2024.08.14 Taiwan
Corporate
Governance
Association
Trends in Smart
Manufacturing and
Application of Digital
Technologies in Business
Management
3
2024.09.20 Securities
and
Futures Institute
2024 Insider Trading
Prevention Awareness
Seminar
3
2024.10.08 Taiwan
Stock
Exchange
The Symphony of Digital
Finance and Sustainable
Finance in the Era of AI
3
2024.10.23 Taiwan
Stock
Exchange
GHG Protocol: Corporate
Standard and Scope 3
Standard Awareness
Course
3
Independent
Director
Lin, Chiang-
Liang
2024.11.04 Taiwan
Corporate
Governance
Association
TCFD & SBTi
Developments and the
Responsibilities of
Directors
3
2024.11.04 Taiwan
Corporate
Governance
Association
Global Economic Outlook
and the Changing Political
and Economic Landscape
in China: Strategies for
Taiwanese Businesses
3
Independent
Director
Lee, Feng Ao 2024.05.08 Securities
and
Futures Institute
Leading the Future: Digital
Innovation and Enterprise
Transformation Growth
3
2024.08.09 Securities
and
Futures Institute
Legality of Cybersecurity
Management under
Ransomware Threats
3
2024.11.08 Securities
and
Futures Institute
Analysis of Fraud
Techniques and Case
Studies on Anti-Money
LaunderingRegulations
3

~42~

3. Managers' Education Status:

Date of
Education
Number
of Hours
Title Name Organizer Course Title
Associates
(Chief
Accountant)
Wang, Yen-
Lee
12.19.2024~
12.19.2024
Accounting
Research and
Development
Foundation
First-time Training
Course for Issuers'
Securities Firms and
Stock Exchanges'
AccountingSupervisors
30
Audit
Supervisor
Chu, Ruey-
Chei
10.15.2024 The Institute
of Internal
Auditors-
Chinese
Taiwan
Interpretation of
Sustainability
Information Disclosure
Policies and Key Topics
in Internal Control and
Audit
6
11.26.2024 The Institute
of Internal
Auditors-
Chinese
Taiwan
Compensation Cycle
and Labor Dispute Law
from the Perspective of
Corporate Governance
6

Corporate Governance Officer Functions:

  • (1) Conducting meetings related to the Board of Directors and Shareholders' Meetings in accordance with the law.

  • (2) Preparation of minutes for Board of Directors and Shareholders' Meetings.

  • (3) Assisting directors and independent directors in their appointments, continuous education, and execution of business-required tasks.

  • (4) Assisting directors and independent directors in compliance with laws and regulations.

  • (5) Other matters stipulated by the company's articles of association or contracts, etc.

Governance Officer Education Status:

Numb
er of
Hours
Date of
Education
Title Name Organizer Course Title
Corporate
Governance
Officer
Tung, Hsien-
Kang
08.07.2024 The Institute of
Internal
Auditors-
Chinese Taiwan
Key Considerations and
Practical Analysis of
“Shareholders’ Meetings”
and theCompanyAct
6
12.18.2024 The Institute of
Internal
Auditors-
Chinese Taiwan
Commercial
Contract
Management:
Fundamentals and Practices
6

(9) Execution Status of Internal Control System

1.Internal Control Statement

  • Please refer to the Market Observation Post System (MOPS) [website: https://mops.twse.com.tw > Company > Corporate Governance > Company Rules > Internal Control/Internal Control Statement Disclosure]. Enter the year and company code to search for the Internal Control Statement disclosure.

  • Disclosure of the auditor's review report: In the event that the internal control system is not applicable, the auditor appointed to review the internal control system shall disclose the review report.

~43~

  • (10) For the current fiscal year and up until the date of publication of the annual report, if The Company and its insiders have been legally punished, or if The Company has imposed penalties on its insiders for violating internal control system regulations, and if the penalty results may have a significant impact on shareholder equity or securities prices, the content of the penalty, major deficiencies, and improvement status shall be disclosed: None

  • (11)Important resolutions of the shareholders' meeting and the board of directors for the current fiscal year and up until the date of publication of the annual report shall be disclosed.

  • Important resolutions of the shareholders' meeting and the board of directors for the current fiscal year and up until the date of publication of the annual report shall be disclosed.

    • 03.04.2024 Important Board Resolutions:

      • Approval of the company's 2023 operating report and financial report.

      • Approval of the appropriation of losses for 2023.

      • Approval of the appointment, remuneration, independence, and suitability assessment of the auditor for 2024.

      • Approval of the effectiveness assessment of the company's internal control system for 2023 and the "Internal Control System Statement" (declaring effective internal control).

      • Amendment to the Company's "Rules of Procedure for Board of Directors Meetings".

      • Amendment to the Company's "Audit Committee Charter".

      • Election of the 22nd Term Directors (Including Independent Directors) of the Company

      • Discussion on the Nomination of Candidates for the 22nd Term Directors (Including Independent Directors) of the Company

      • Proposal to release newly appointed directors of the 22nd term and their representatives from non-competition restrictions.

      • Approval of convening the company's 2024 Annual General Meeting.

      • Proposal for the disposal of the Company’s equity holdings in Taiwan High Speed Rail Corporation.

      • Approval of the total amount of short-term borrowings from financial institutions for 2024.

    • 05.06.2024 Important Board Resolutions:

      • Approval of the first-quarter consolidated financial report for 2024.

      • Adjustment to the Candidates for the 22nd Term Directors (Including Independent Directors) of the Company

      • Update on the Proposal to the Shareholders’ Meeting to Release the New 22nd Term Directors and Their Representatives from the NonCompetition Restrictions

        • Presentation of the greenhouse gas inventory and verification schedule report to the Board of Directors.
    • 06.18.2024 Shareholders' Meeting Important Resolutions:

      1. Approval of recognizing the company's 2023 operating report and financial statements.

      2. Approval of recognizing the appropriation of losses for 2023.

      3. Election of the 22nd Term Directors (Including Independent Directors)

~44~

of the Company

  1. Approval of the Proposal to Release the Newly Elected 22nd Term Directors and Their Representatives from the Non-Competition Restrictions

  2. 06.18.2024 Important Board Resolutions:

  3. Approval of the Proposal for the Election of the Chairman of the 22nd Term Board of Directors of the Company

  4. 08.12.2024 Important Board Resolutions:

  5. Approval of the second-quarter consolidated financial report for 2024.

  6. Approval of the Appointment of Members of the 6th Term Remuneration Committee of the Company

  7. Approval of the Formulation of the Company’s “Sustainable Development Best Practice Principles” and the Amendment of Related Internal Control Systems

  8. Approval of the renewal of the company's bank credit line.

    • Presentation of the greenhouse gas inventory and verification schedule report to the Board of Directors.
  9. 11.04.2024 Important Board Resolutions:

  10. Approval of the third-quarter consolidated financial report for 2024.Approval of the audit plan for 2024.

  11. Periodic Evaluation of the Reasonableness of Managerial Compensation

  12. Remuneration and Transportation Allowance for the 22nd Board of Directors and Functional Committees

  13. Approval of the disposal of the Company’s equity holdings in Taiwan High Speed Rail Corporation.

  14. Approval of the Amendment to the Company’s Articles of Incorporation

  15. Approval of the renewal of the company's bank credit line.

  16. Approval of the addition of a new bank credit line for the company.

  17. Presentation of the greenhouse gas inventory and verification schedule

  18. report to the Board of Directors.

  19. 12.18.2024 Important Board Resolutions:

  20. Approval of 2025 operating budget for the company.

  21. Proposal for the establishment of the “Sustainable Information Management Operation Guidelines.”

  22. Approval of the renewal of the company's bank credit line.

  23. Approval of the Recommendations Resolved at the 2nd Meeting of the 6th Term Remuneration Committee of the Company

~45~

2. Execution Status of the 2024 Annual Shareholders' Meeting (June 18, 2024):

No.
Resolution Item
Implementation Status
1
Approval of recognizing the
company's 2023 operating report
and financial statements.
The approval rate accounted for 99.99% of the
total voting rights, and the resolution was passed
asproposed.
2
Approval of recognizing the
appropriation of losses for 2023.
The approval rate accounted for 99.89% of
the total voting rights, and the resolution
waspassed asproposed.
3
Approval to Lift the Non-
Competition Restrictions on the
Newly Appointed Directors and
Their Representatives of the
22nd Term of the Company
The approval rate accounted for 99.89% of
the total voting rights, and the resolution
was passed as proposed.
  • (12) For the latest fiscal year and up to the date of publication of the annual report, there have been instances where directors expressed dissenting opinions regarding significant resolutions passed by the board of directors. These dissenting opinions were documented or presented in written statements, and their main contents are as follows: None

4. Accountant Fees

Unit: in thousand NT$

Accounting
firm

CPA name
Audit period Audit fee Non-audit fee Total Note
PwC
Taiwan
Jiang, Cheng
Han
Full year 2024 3,400 125 3,525
Liu, Chien-
Yu

Note: Non-audit fees of NT$125 thousand dollars include professional services such as tax and business consultation.

  • (1) When non-audit fees paid to the auditor, the auditor's affiliated firm, and its related enterprises account for more than 25% of the audit fees, the amounts and nature of both audit and non-audit fees shall be disclosed: No such circumstance.

  • (2) If audit fees paid for the current year after changing the auditor and the audit fees are reduced by more than that of the previous year, the amounts and reasons for the changes in audit fees before and after the change shall be disclosed: No such circumstance.

  • (3) If the audit fees decrease by 10% or more compared to the previous year, the amount, percentage, and reasons for the decrease in audit fees shall be disclosed: No such Circumstances

~46~

5. Change of Accountants

(1) Regarding the former accountant.

Date of Change 07.15.2024 07.15.2024 07.15.2024 07.15.2024 07.15.2024 07.15.2024
Reasons
for
change
and
explanation

Compliance with the internal rotation policy of KPMG Taiwan Joint
AccountingFirm
Explanation of termination or
non-acceptance of
appointment by the appointee
or accountant

Party
Situation

Accountant
Appointer

Voluntary termination of
appointment
Not applicable Not applicable
No longer accepting (continuing)
appointment
Not applicable Not applicable
Audit opinions and reasons
other than unqualified
opinions issued in the past
twoyears
None
Whether there are any
disagreements with the issuer
Yes Accounting principles orpractices
Disclosure of financial statements
Scope orprocedures of audit
Others
No v
Explanation
Other disclosure matters
(Items 4 to 7 of the first item
of paragraph 6 of Article 10
of this standard shall be
disclosed)
None
(2)Regardingthe successor accountant:
Accountingfirm
PricewaterhouseCoopers Taiwan
CPA name
Jiang,ChengHan, Liu,Chien-Yu
Date of appointment
07.15.2024
Consultation and results on specific
transaction accounting treatment or
accounting principles and potential
opinions to be issued on financial
reports
Not Applicable
Written opinions from the successor
auditor on matters where they
disagree with thepredecessor auditor
Not Applicable
Accountingfirm PricewaterhouseCoopers Taiwan
CPA name Jiang,ChengHan, Liu,Chien-Yu
Date of appointment 07.15.2024
Consultation and results on specific
transaction accounting treatment or
accounting principles and potential
opinions to be issued on financial
reports




Not Applicable
Written opinions from the successor
auditor on matters where they
disagree with thepredecessor auditor
Not Applicable
  • (3) Letter of response from the former accountant regarding three matters listed in Article 10, Paragraph 6, Subparagraphs 1 and 2 of this standard: None

  • The Employment of The Company’s Chairman, General Manager, Financial or Accounting Manager with the Firm of the Auditing CPA or Its Affiliated Businesses in the Past Year: None

~47~

  1. Particulars about Changes in Shareholding and Equity Pledge of Directors, Supervisors, Managers and Shareholders Holding More Than 10% of The Company's Shares in the Past Year and as of the Date of Publication of the Annual Report

  2. (1) Information on changes in shareholding of directors, managerial personnel, and major shareholders.

Year 2024 Year 2024 As of April 18 of the current fiscalyear As of April 18 of the current fiscalyear
Title Name Shareholding Pledged share Shareholding Pledged share
Increase/(Decrease) Increase/(Decrease) Increase/(Decrease) Increase/(Decrease)
Chairman Liu,Chao-Kai 0 0 0 0
Director TECO Electric & Machinery
Co., Ltd
Representative: Wu, Su-Chiu
(Note 3)
0 0 0 0

0
0 0 0
Director TECO Electric & Machinery
Co., Ltd
Representative: Peng, Chi-
Tseng (Note 1)
0 0 0 0
0 0 0 0
Director TECO Electric & Machinery
Co., Ltd
Representative: Liu, An-Bing
(Note 1)
0 0 0 0

0
0 0 0
Director TECO Electric & Machinery
Co., Ltd
Representative: Tien, Ying-
Juei(Note 1)
0 0 0 0
0 0 0 0
Director Representative Chiu,Chwen-Jy (Note 2) 0 0 Not Applicable Not Applicable
Director Representative Lin,Hong-Hsiang (Note 2) 0 0 Not Applicable Not Applicable
Director Representative Chen,Kuo-Rong (Note 2) 0 0 Not Applicable Not Applicable
Director Representative Sun,Chien-Jung (Note 4) 0 0 Not Applicable Not Applicable
Director Yang,Shih-Chien 0 0 0 0
Independent
Director
Chen, Hai-Ming (Note 2) 0 0 Not Applicable Not Applicable
Independent
Director
Chen, Shui Lien (Note 1) 0 0 0 0
Independent
Director
Lin, Chiang-liang 0 0 0 0
Independent
Director
Lee, Feng Ao 0 0 0 0
General Manager Tien,Ying-Juei 0 0 0 0
Deputy
General Manager
Sun, Hsu-Hsin 0 0 0 0
Major shareholder TECO Electric & Machinery
Co.,Ltd
0 0 0 0
Head of Finance
Department
Sun, Mau-Luen 0 0 0 0
Head of Accounting
Department
Wang, Yen-Li 0 0 0 0
Corporate Governance
Officer
Tung, Hsien -Kang 0 0 0 0

Note 1: Assumed office on June 18, 2024, following the full re-election of the 22nd Board of Directors. Note 2: Stepped down on June 18, 2024, following the full re-election of the 22nd Board of Directors. Note 3: Corporate Director Wu, Su-Chiu assumed office on February 16, 2025.

Note 4: Corporate Director Sun, Chien-Jung was discharged on February 16, 2025.

(2) Related parties involved in the share trading information: None

  • (3) Related parties involved in the share pledge information: None

~48~

8. Information About the Top 10 Shareholders who are Interested parties or relatives within the second degree of kinship, including spouses

April 21,2025(Based on the shareholder registry) April 21,2025(Based on the shareholder registry) April 21,2025(Based on the shareholder registry) April 21,2025(Based on the shareholder registry) April 21,2025(Based on the shareholder registry) April 21,2025(Based on the shareholder registry) April 21,2025(Based on the shareholder registry) April 21,2025(Based on the shareholder registry) April 21,2025(Based on the shareholder registry)
Specify the name of the
entity or person and their
relationship to any of the
other top 10 shareholders
with which the person is a
related party or has a
relationship of spouse or
relative within the 2nd
degree
N
O
T
E
Total
shareholding by
nominee
arrangements
Shareholding of
spouse and minor
children
Shareholding
Name
Name of
entity or
individual
Share
s
Relationshi
p
Shares % Shares % %
TECO Electric
& Machinery
Co.,Ltd
19,228,898 63.52 0 0 0 0 None None
Liu, Chao-Kai 1,177,340 3.89% 109,440 0.36% 0 0 Shen, Bau-
Dau
Spouse
Ku, Shih-Yang 652,000 2.15% 0 0% 0 0% None None
BAYCOM
OPTO-
ELECTRONI
CS
TECHNOLOG
Y CO.,LTD.
317,689 1.05 0 0 0 0 None None
Liu, Wen-Feng 199,296 0.66 0 0 0 0 None None
Chen, You-
Ren
166,000 0.55% 0 0 0 0 None None
VOYAGE
INVESTMEN
T LIMITED
151,000 0.50 0 0 0 0 None None
Huang, Chao-
He
130,000 0.43% 0 0 0 0 None None
Shen, Bau-Dau 109,440 0.36% 1,177,340 3.89% 0 0 Liu, Chao-
Kai
Spouse
Zhong, Gui-
Ming
91,440 0.30% 0 0 0 0 None None

~49~

  1. The Company, its directors, executives, and businesses directly or indirectly controlled by The Company, holding shares in the same investee company, and combining to calculate the comprehensive shareholding ratio.

December 31,2024 Unit: shares; %

Directors, Managers, and Directors, Managers, and
The Company’s
directly or indirectly Total investment
Re-invested businesses investment
controlled investment
Shareholding Shareholding % Shareholding Shareholding % Shareholding Shareholding %
BAYCOM OPTO-
ELECTRONICS
TECHNOLOGY CO.,LTD.
14,700,741
43.76
0 0 14,700,741
43.76
A-TEL INC. 596,925
28.19
0 0 596,925
28.19
Taian Technology Sdn. Bhd. 1,100,000
10.00
0 0 1,100,000
10.00
E-JOY ELECTRONICS
INTERNATIONAL CO.,
LTD.
598,403
4.90
0 0 598,40
4.90
TECNOS INTERNATIONAL
CONSULTANT CO.,LTD
725,899
5.26
0 0 725,899
5.26
TECO TOUR TRAVEL
SERVICE CO.,LTD.
480,000
16.00
0 0 480,000
16.00

Note: It refers to long-term investments accounted for using the equity method by The Company.

~50~

III. Fundraising Status

1.Capital and Shares

Source of Share Capital

1.Specify the types of shares issued by The Company in the most recent fiscal year and up to the date of publication of the annual report.

publication of the annual publication of the annual report. report.
April 21,2025 Unit: NT$ per share
Par Approved Capital Paid-in Capital Note
Year/Mo Value
(NT$ )
Capital Increased
nth Shareholding Amount Shareholding Amount Source of Share Capital by Assets Other Others
than Cash
09/1980 10 1,500,000 15,000,000 1,500,000 15,000,000 Establishment Yuantou No. 769
05/1981 10 3,000,000 30,000,000 3,000,000 30,000,000 Capital increase
15,000,000
Yuanji No. 0619
11/1981 10 3,720,000 37,200,000 3,720,000 37,200,000 Capital increase
7,200,000
Yuanji No. 1794
02/1982 10 3,870,000 38,700,000 3,870,000 38,700,000 Technical
Analysis
1,500,000
Yuanji No. 0302
08/1986 10 5,000,000 50,000,000 5,000,000 50,000,000 Capitalization of Retained Earnings10,449,000
Capital increase 851,000
Yuanjing No. 8943
02/1988 10 9,000,000 90,000,000 9,000,000 90,000,000 Capitalization of Retained Earnings40,000,000 YuanjingNo. 02008
12/1988 10 19,000,000 190,000,000 19,000,000 190,000,000 Capital increase 10,000,000
Capitalization of Retained Earnings90,000,000
Yuanjing No. 16064
12/1989 65 27,000,000 270,000,000 27,000,000 270,000,000 Capital increase 80,000,000 YuanjingNo. 14898
12/1990 10 40,500,000 405,000,000 40,500,000 405,000,000 Capitalization of Retained Earnings54,000,000
Capitalization of Capital Reserve81,000,000
Yuanjing No. 13227
08/1991 10 64,800,000 648,000,000 64,800,000 648,000,000 Capitalization of Retained
Earnings121,500,000
Capitalization of Capital Reserve 121,500,000
Yuanjing No. 10202
08/1992 10 84,240,000 842,400,000 84,240,000 842,400,000 Capitalization of Retained
Earnings129,600,000
Capitalization of Capital Reserve 64,800,000
Yuanjing No. 10817
11/1993 25 101,088,000 1,010,880,000 101,088,000 1,010,880,000 Capital increase 84,240,000
Capitalization of Retained Earnings42,120,000
Capitalization of Capital Reserve 42,120,000
Yuanjing No. 15400
10
09/1994 10 106,142,400 1,061,424,000 106,142,400 1,061,424,000 Capitalization of Capital Reserve 50,544,000 YuanjingNo. 12111
08/1995 10 118,879,488 1,188,794,880 118,879,488 1,188,794,880 Capitalization of Retained Earnings63,685,440
Capitalization of Capital Reserve 63,685,440
Yuanshang No. 12085
08/1996 10 170,000,000 1,700,000,000 135,522,618 1,355,226,180 Capitalization of Retained Earnings83,215,650
Capitalization of Capital Reserve 83,215,650
Yuanshang No. 13563
12/1997 10 170,000,000 1,700,000,000 142,478,899 1,424,788,990 Capitalization of Retained Earnings69,562,810 YuanshangNo. 25251
09/1998 10 200,000,000 2,000,000,000 158,150,989 1,581,509,890 Capitalization of Retained
Earnings128,225,120
Capitalization of Capital Reserve 28,495,780
Yuanshang No.
022804
07/1999 10 250,000,000 2,500,000,000 182,003,948 1,820,039,480 Capitalization of Retained
Earnings208,480,903
Capitalization of Capital Reserve 30,048,687
Yuanshang No.
016453
11/1999 - 250,000,000 2,500,000,000 189,894,952 1,898,949,520 Corporate Bond Convertion78,910,040 Yuanshang No.
024636
01/2000 - 250,000,000 2,500,000,000 198,699,293 1,986,992,930 Corporate Bond Convertion 88,043,410 Yuanshang No.
000292
03/2000 - 250,000,000 2,500,000,000 200,095,319 2,000,953,190 Corporate Bond Convertion 13,960,260 Yuanshang No.
004823
07/2000 10 420,000,000 4,200,000,000 245,882,673 2,458,826,730 Capitalization of Retained
Earnings318,897,890
Capitalization of Capital Reserve 120,057,200
Corporate Bond Convertion 18,918,450
Yuanshang No.
016214
-
11/2000 - 420,000,000 4,200,000,000 245,888,715 2,458,887,150 Corporate Bond Convertion 60,420 Yuanshang No.
026962
09/2001 10 420,000,000 4,200,000,000 276,978,790 2,769,787,900 Capitalization of Retained
Earnings175,621,010
Capitalization of Capital Reserve 135,238,800
Corporate Bond Convertion 40,940
Yuanshang No.
022526
09/2002 10 420,000,000 4,200,000,000 290,827,730 2,908,277,300 Capitalization of Capital Reserv138,489,400 Yuanshang No.
0910019937
09/2003 10 420,000,000 4,200,000,000 297,331,831 2,973,318,310 Capitalization of Retained
Earnings107,931,010
Cancellation of TreasuryStock 42,890,000
Yuanshang No.
0920023311
-
11/2012 1.5 945,000,000 9,450,000,000 630,665,181 6,306,651,810 Private Placement Convertible Preferred
Shares
Yuanshang No.
1010036570
09/2018 10 945,000,000 9,450,000,000 315,332,590 3,153,325,900 Reduction of 315,332,591 Shares Zhushang No.
1070026706
08/2020 10 945,000,000 9,450,000,000 94,599,777 945,997,770 Reduction of 220,732,81 Shares Zhushang No.
1090023878
12/2022 10 945,000,000 9,450,000,000 30,271,929 302,719,290 Reduction of 64,327,848 Shares Zhushang No.
1110040531

~51~

Approved Capital Approved Capital Note
Shares in circulation Unissued shares Total
14,271,928 914,728,071 945,000,000
16,000,001
  • 2.For issuers who have been approved to raise funds through the comprehensive declaration system for the issuance of securities, information on the approved amount, planned issuance, and issued securities should also be disclosed: Not applicable.

(2) Major Shareholders

(2) Major Shareholders (2) Major Shareholders (2) Major Shareholders
April 21,2025(As recorded in the shareholder registry.)
Shares
Major Shareholders
Shareholding Shareholding%
TECO Electric & MachineryCo.,Ltd 19,228,898
63.52%
Liu,Chao-Kai
1,177,340

3.89%
Ku,Shih-Yang 652,000
2.15%
BAYCOM OPTO-ELECTRONICS
TECHNOLOGY CO.,LTD.
317,689
1.05%
Liu,Wen-Feng 199,296
0.66%
Chen,You-Ren 166,000
0.55%
VOYAGE INVESTMENT LIMITED 151,000
0.50%
Huang,Chao-He 130,000
0.43%
Shen,Bau-Dau 109,440
0.36%
ZhongGui-Ming 91,440
0.30%

.

~52~

(3) Dividend Policy and Implementation Status of The Company

  • 1.Dividend Policy stipulated in the Articles of Incorporation

  • (A) The dividend policy stipulated in The Company's articles of incorporation is as follows: According to the profitability of the current fiscal year, The Company should allocate 1% to 10% of profits to distribute employee remuneration, and the remuneration for directors and supervisors should not exceed 5%. The recipients of employee remuneration may include employees of subsidiary companies who meet certain conditions. However, when The Company still has accumulated losses, these losses should be offset.

The ratio of employee remuneration and remuneration for directors and supervisors, and the decision to distribute employee remuneration in the form of stocks or cash, must be approved by a resolution of the board of directors with the attendance of more than two-thirds of the directors and the consent of the majority of the attending directors, and must be reported to the shareholders' meeting.

The profitability of the current fiscal year referred to in the preceding paragraph means the pre-tax income of the current fiscal year minus the income before distributing employee remuneration and remuneration for directors and supervisors.

  • (B) If The Company has profits in the annual closing of accounts, they will be allocated in the following order:

  • (1) Payment of taxes.

  • (2) Offset accumulated losses.

  • (3) Set aside 10% as legal reserve. However, when the legal reserve has reached the total amount of capital, this limit no longer applies.

  • (4) Provision or reversal of special reserve in accordance with relevant laws and regulations.

  • (5) Payment of special stock dividends.

  • (6) The remaining balance is added to undistributed earnings from previous fiscal years and distributed as dividends to shareholders. The Board of Directors will prepare a proposed profit distribution plan. If the profit distribution plan includes cash dividends, the Board of Directors is authorized to distribute them through a special resolution and report to the shareholders' meeting.

The dividend distribution policy of the company takes into account factors such as the current and future investment environment, funding needs, domestic and international competitive conditions, and capital budgeting, while considering the interests of shareholders, balancing dividends, and long-term financial planning as principles. The proportion of cash dividends in the aforementioned shareholder dividends for each fiscal year shall generally not exceed 50%, but shall not be less than 5%.

When the company has no losses, it may distribute all or part of the legal reserve surplus and capital surplus in accordance with the provisions of the Company Law as new shares or cash. When distributing the legal reserve surplus as new shares or cash, it shall be limited to the portion exceeding 25% of the paid-in capital.

If the company, in accordance with the provisions mentioned above, distributes all or part of the legal reserve surplus and capital surplus in accordance with the Company Law as cash, the Board of Directors is authorized to distribute them through a special resolution and report it at the most recent shareholders' meeting.

  • 2.The proposed dividend distribution situation for this shareholders' meeting: Not applicable.

(4) Impact of proposed free stock dividends on The Company's operating performance and earnings per share: Not applicable.

(5) Employees and Directors' Remuneration

  • 1.Percentage or range of employees' and directors' remuneration as stated in The Company's articles of incorporation: Please refer to page 54 (3) of this annual report, Section 6 - Company's Dividend Policy and Implementation Status.

  • 2.Basis for estimating the amount of employee and director remuneration in the current period, calculation basis for employee remuneration distributed in stocks, and accounting treatment for any differences between the estimated amount and the actual amount of remuneration distributed: The Company did not estimate employee and director remuneration in the 2023 fiscal year, as no profit was distributed.

  • 3.Decisions made by the board of directors regarding the distribution of remuneration:

  • (1). The amount of employee and director remuneration distributed in cash or stocks: None.

  • (2). The proportion of employee remuneration distributed in stocks and the total amount of employee remuneration compared to The Company's after-tax net income for the period and the total amount of employee remuneration: Not applicable.

  • 4.Actual distribution of employee and director remuneration in the previous fiscal year (including the number of shares distributed, the amount, and the stock price), any differences between the actual distribution and the recognition of employee and director remuneration, and an explanation of the differences, reasons, and treatment: Not applicable, as The Company did not distribute any profits in the previous fiscal year.

  • (6) Share Buyback Status: None.

~53~

2.Corporate Bonds

(1) Corporate Bonds

The 1st tranche of year 2021
Type of Corporate Bonds unsecured corporate bonds issued through private
placement
Issuingdate November 17,2021
Face value 1 million NT$
Place of issue and trading Domestic
Issueprice Issued atpar value
Issue amount 133 million NT$
Coupon rate Annual interest rate2.00%
Term Maturity: Five-year
Maturitydate: November 17,2026
Guarantor None
Trustee None
Underwriter None
Attestinglawyer None
AttestingCPA None
Redemption Method The principal will be fully repaid once upon
maturityfiveyears from the issuance date.
Unredeemed balance 133 million NT$
Conditions for redemption or early
redemption
Starting from the issuance date of The Company's
bonds, after three years, The Company may at any
time buy back the bonds early at face value per
bond,and the bondholders shall not object.
Restrictive covenants None
Name of rating agency, date and result
of rating
None
Other rights The monetary amount
of common shares,
global depositary
receipts, or other
securities already
converted, exchanged,
or subscribed up to
the annual report
publication date

None
The issuance and
conversion, exchange,
or subscription rules

Please refer to page 58 of this annual report.
The possible dilution of shareholding
and influence on shareholder equity
caused by the issuance and conversion,
exchange, or subscription rules and the
terms of issuance.
Name of the custodian institution of the
exchangeable underlyings

~54~

(2) Corporate Bond Issuance Procedures

Tecom Co., Ltd.

Domestic Unsecured Corporate Bond Issuance Method for 2021

Board of Director’s Resolution Date: November 11, 2021

  1. Bond Name: Tecom Co., Ltd. (hereinafter referred to as "The Company") issued unsecured corporate bonds (hereinafter referred to as the " Corporate Bonds") in 2021.

  2. Total Issuance: The total issuance of The Company Bonds is NTD 133 million.

  3. Face Value: The face value of each Company Bond is NTD 1million.

  4. Par Value: The Company Bonds will be issued at 100% of their face value.

  5. Issuance Period: The issuance period of The Company Bonds is five years, from November 17, 2021 to November 17, 2026.

  6. Coupon Rate: The coupon rate of The Company Bonds is a fixed annual rate of 2%.

  7. Repayment: The Company Bonds will be repaid once at maturity.

  8. Call Option: The Company may exercise a call option to repurchase The Company Bonds at any time after three years from the issue date, at the face value of each bond plus accrued interest. The bondholders shall not object to the repurchase. The Company will notify the bondholders in writing or by other means ten days prior to the forced repurchase.

  9. Interest Payment: The Company Bonds will pay interest annually based on the face value and the coupon rate, with a single interest payment per year. Interest will be rounded to the nearest cent for each NTD 1 million bond. If the repayment and interest payment date falls on a bank holiday, the payment will be made on the next business day without additional interest.

  10. Bond Form: The Company Bonds will be issued in a paperless form and registered with Taiwan Depository & Clearing Corporation.

  11. Paying Agent: The Company has entrusted the East District Branch of Hua Nan Commercial Bank to act as the paying agent for bond principal and interest payments.

  12. Notification Method: Matters related to notifying bondholders in accordance with legal requirements shall be handled accordingly.

~55~

3. Preferred Shares

(1) Preferred Shares

Issuing date Issuing date Issuing date November 1, 2012

Item
(Privately placed convertible preferred shares
type A)
Par value 10
Issue Price 1.5
Number of shares (Note 1) 16,000,001
Total amount (Note 2) 24,000,001
Rights and
obligations
Distributions of dividends and
bonuses
Annual interest rate of 3%, calculated based on
the issueprice.
Distribution of residual
property
Same as Common Shares
Exercise of voting rights With voting rights
Others None
Issued and
outstanding
preferred shares
Number of shares redeemed
or converted
0
Balance of shares not redeemed
orconverted

16,000,001
Terms and conditions for
redemption or conversion
Please refer to page 57-58 of this annual report.
Market price per share Not Applicable
Other
rights
Amount converted or subscribed as of
the annual reportpublication date
None
Issuance and conversion or subscription
rules

Please refer to page 57-58 of this annual report.
The possible effect of the terms of issuance on the
shareholders equity of holders of preferred shares,
possible dilution of shareholding, and effect on the
equity of current shareholders.
Before the conversion of preferred stock to
common stock, earnings must be distributed
to preferred stockholders first before
common stock dividends can be distributed.
If the preferred stock is converted to
common stock, the earnings per share of
common stock shareholders will be diluted,
and the degree of dilution will depend on the
number of shares converted.

Note 1: Number of shares after capital reduction in November 2022.

Note 2: Total amount after capital reduction in November 2022.

~56~

(2) Issuance and conversion methods for preferred shares

Tecom Co., Ltd.

First private placement issuance in 2012.

Issuance and conversion methods of convertible preferred shares of Type A

  1. Name of the Preferred Shares

Tecom Co., Ltd. (hereinafter referred to as "The Company") issued convertible preferred shares of Type A (hereinafter referred to as the "Preferred Shares").

  1. Purpose of the Issuance

To improve the financial structure and enhance operational capital in response to future changes in economic conditions, business growth requirements, and to increase The Company's competitiveness.

  1. Method of Issuance

Issuance by private placement in accordance with Article 43-6~8 of the Securities Exchange Law.

  1. Total Issuance

The total issuance is 333,333,350 shares, with a par value of NTD 10 per share, for a total (par value) of NTD 3,333,333,500. The total amount actually received is NTD 500,000,025.

  1. Issue Price

The issue price per share is NTD 1.5.

  1. Issue Date

The Preferred Shares were issued on November 1, 2012 (hereafter referred to as the "Issue Date").

  1. Issuance Period The issuance period is five years, from the Issue Date of November 1, 2012, to the maturity date of October 31, 2017 (hereafter referred to as the "Maturity Date")

  2. Dividends

  3. (1) The dividend rate of the Preferred Shares is set at an annual interest rate of 3%, calculated based on the issue price.

  4. (2) The dividends of the Preferred Shares cannot be accumulated.

  5. (3) In the event of The Company's annual accounting profit after paying all taxes and fees in accordance with the law and accounting standards, and making up for previous year losses and setting aside for legal reserve, The Company shall prioritize the distribution of the current year's dividends to the holders of Preferred Shares before distributing dividends to the common shareholders.

  6. (4) In the year when the dividend of the Preferred Shares is received, if the dividend for the common shares exceeds 3% of the face value, the holders of the Preferred Shares may participate in the distribution of the excess portion by converting one share of the Preferred Shares into a proportionate number of common shares, but they may not participate in the distribution of profits or capital reserve for the common shares before conversion.

  7. (5) The dividends of the Preferred Shares will be paid in cash once a year, and the record date will be determined by the Board of Directors of The Company after the financial statements have been approved at the annual shareholders' meeting. The dividends of each year will be calculated based on the actual number of days in the year of issuance.

  8. (6) Holders of Preferred Shares who convert to common shares before the ex-dividend date are not eligible to participate in the distribution of dividends of the current year for the Preferred Shares, but may participate in the distribution of profits or capital reserve for common shares.

    1. Conversion Target

The new common shares issued by The Company.

  1. Conversion Period

  2. The holders of the Preferred Shares may request The Company to convert their Series A Preferred Shares into common shares based on the conversion ratio after two years from the date of the Preferred Shares issuance, except during the period when the transfer of shares is suspended or when conversion rights cannot be exercised under applicable laws and regulations. The rights and obligations of the converted common shares shall be the same as those of the common shareholders, except as otherwise provided by law.

  3. Conversion Ratio

Holders of Preferred Shares, except during the period when the transfer of shares is suspended, may convert their shares into common shares at a ratio of... (conversion ratio to be specified).

~57~

  1. Conversion Procedures

  2. Request The preferred shareholders of The Company may request for conversion by either of the following two methods:

  3. (1) Conversion through book-entry transfer with the Taiwan Depository & Clearing Corporation (TDCC)

    • After the preferred shares of The Company have been listed (or traded) on the stock exchange, shareholders may fill out the "Application Form for Conversion/Redemption of Preferred Shares via Book-Entry Transfer" (specifying the request for conversion) at their securities brokers, and the brokers will then submit the application to TDCC on their behalf. Upon acceptance of the application, TDCC will forward it to The Company's stock transfer agent, and the conversion will take effect upon delivery without the option to cancel. The Company will then complete the conversion process within five business days after delivery and transfer the converted share certificate to the shareholder's securities account held with the TDCC.
  4. (2) Conversion through The Company's stock agency The holders of the preferred shares shall prepare the "Conversion Application Form" with their original seal affixed when requesting conversion, and submit the original of the preferred stock to The Company's stock agency for conversion. The conversion shall take effect upon delivery, and no revocation shall be allowed. After receiving the application for conversion, The Company's stock agency shall record the conversion in the shareholder register and deliver the certificate of rights within five business days from the date of receipt.

  5. Adjustment of Share Certificate

  6. If there are any changes to The Company's common shares (including but not limited to capital increases from retained earnings, capital increases from capital reserves, capital increases from employee bonuses, mergers, stock splits, and reductions in capital, but excluding the issuance of common shares due to the conversion of bonds or convertible preferred shares or the exercise of conversion or subscription rights granted to others), The Company will adjust the share certificates of shareholders recorded in the shareholder register according to the adjustment ratio of the common shares within 20 days after the record date.

  7. Application for Public Offering of Preferred Shares

  8. The preferred shares of The Company will not be listed for trading upon issuance. Pursuant to Article 68 of the Regulations Governing the Offering and Issuance of Securities by Issuers, after three years from the delivery date of the preferred shares, the board of directors of The Company may, at its discretion, apply to the Taiwan Stock Exchange for the public offering and listing of the preferred shares subject to market conditions.

  9. Rights and Obligations after Conversion

  10. From the effective date of conversion until one business day prior to the delivery date of the common shares to be issued, the rights and obligations of the preferred shareholders of The Company, unless otherwise provided by laws and regulations, shall be the same as those of the common shareholders of The Company.

  11. Other Rights

  12. (1) The holders of the preferred stock have the right to vote at the common stockholders' meeting, to elect directors, and to be elected as directors.

  13. (2) When The Company issues new shares for cash, the holders of preferred stock have the same priority subscription rights as the holders of common stock.

  14. (3) Both parties agree to redeem the unconverted preferred stock at the issue price.

  15. (4) If the preferred stock cannot be redeemed due to legal requirements or objective factors, the dividend on the uncollected preferred stock shall be changed to an annual interest rate of 3% and may be accumulated, calculated based on the actual extended period.

  16. Amendment of Issuance and Conversion Method

  17. If this method is amended due to relevant laws and regulations or The Company's articles of incorporation, The Company may amend and announce this issuance and conversion method after the resolution of the board of directors, except for any amendment that would prejudice the rights of the holders of preferred stock, which must be approved by a resolution of the preferred stockholders' meeting.

  18. Any matters not covered by this issuance and conversion method shall be handled in accordance with relevant laws and regulations.

~58~

4. Overseas Depositary Receipts: None

5. Employee Stock Options: None

  1. New Share Issuance Restrictions on Employee Rights: None

  2. Issuance of New Shares for Acquisition or Exchange of Other Companies’ Shares: None

  3. Financing Plans and Implementation Status

  4. (1) Plan content: Refer to pages 93-94 of this annual report.

  5. (2) Implementation Status: Refer to pages 93-94 of this annual report.

~59~

IV. Operations Profile

1.Business Scope

(1) Business Scope

  1. Main Contents of Business:

  2. (1) Centralized User Exchange Switch (CRCS)

  3. (2) Communication Network Systems

  4. (3) Data Communication Networks

  5. (4) Private Automatic Branch Exchange (PABX)

  6. (5) Wireless Communication Equipment

  7. (6) Fiber Optics, Optical Cables, and Their Components

  8. (7) Professional Microcomputers and Peripheral Equipment

  9. (8) Switching DC Power Supply Equipment

  10. (9) Microwave Communication Equipment

  11. (10) Aerospace Communication and Control Systems

  12. (11) Communication and Control Equipment for Rail Vehicles

  13. (12) Testing Equipment for Communication Line End Users, Composite Terminal Boards, Safety Devices, Telephone User Loop Remote Telemetry Interface Isolators, and Line Facility Security Monitoring and Management Systems

  14. (13) Internet Protocol (IP) Phones

  15. (14) Mobile Broadband Communication Equipment

  16. (15) Smart Home Systems

  17. (16) Cloud-based Intelligent Home Monitoring Systems

  18. (17) Smart Electromechanical Health Management Systems

  19. (18) Various Sensors for Smart Electromechanical Systems

  20. (19) ESG-Ready Management Platform

The research and development, design, manufacturing, sales, promotion, and after-sales service of the above items and their peripheral equipment.

  1. Business Proportion:
Proportion of Total Revenue
Item
for Fiscal Year 2024
Business Communication Systems 60.4%
Mobile Communication Products (Buy/Sell) 17.9%
Smart Electromechanical Series and Others 0%
Optical Cables and Optical Communication
Components
21.7%

~60~

  1. Current Products/Services and New products/services planned for development by The Company (1). Current Products/Services:

  2. A. Our business exchange system integrates digital and IP network switches, providing mobile extension apps, IP networks, fixed networks, and video communications. The complete range of digital and IP network switches, from 20 to 1000 lines, fully satisfies enterprise users' needs for voice communication, IP network communication, and integrated applications.

  3. B. The TECOM Smart Monitoring product series includes the Hybrid HD Surveillance System, Network-based Intelligent Recognition Surveillance System, and Integrated Management System for Smart Monitoring Security. These products can be used in commercial offices, residential areas, as well as special project sites. The products can be customized and integrated with business switch systems for seamless operation. We continue to introduce system integration solutions.

  4. C. The e-Home smart home system uses the latest mobile communication and cloud network technologies to provide users with secure, convenient, and comfortable high-quality smart home products. It features visual intercom, security alarms, message distribution, smart home, property functions, and can be controlled via the smart phone app for mobile intercom and monitoring, as well as situational control of home facilities.

  5. D. Smart Bell provides real-time monitoring of household entry conditions, allowing users to receive visitor notifications and monitor entry conditions at any time and place. When abnormal conditions occur, it immediately activates the recording function and promptly notifies residents of entry safety issues.

  6. E. Video Conference equipment provides real-time synchronous audio and video to all conference attendees, allowing users to feel as if they were present at the meeting. Especially during the pandemic period, remote work and remote video conferencing are in high demand, greatly improving meeting efficiency.

  7. F. The Smart Electromechanical products enable customers to monitor and detect the operational conditions of various electromechanical facilities such as motors, fans, pumps, and elevators using various sensing devices (vibration sensors, temperature sensors, electricity meters, etc.). We provide operational data and timely notifications for equipment maintenance and inspection to ensure optimal performance of all facilities.

  8. G. The smart sensor product series features a lightweight and easy-to-install design, with simple operation to immediately obtain facility operating data.

  9. H. TECOM CO, LTD. has launched a factory unmanned inspection solution that can greatly improve manual inspection operations. Wireless smart sensors are installed on all inspected equipment in the factory, automatically measuring and synchronously reporting, which not only improves manual operations but also avoids the two shortcomings of a) accuracy and b) occupational safety. Furthermore, it brings immediate smart automation elements to the factory, providing the fastest path to enter Industry 4.0.

  10. I. In response to the requirement from the Energy Bureau of the Ministry of Economic Affairs regarding energy efficiency declaration for high-energy-consuming chiller and compressed air systems in factories:

    • Each factory is required to install necessary devices for hourly measurement and recording. Starting from the year 2023, they must annually declare the energy efficiency of the previous year's chiller system and compressed air system. In compliance with the Energy Bureau's requirement, TECOM has introduced the CEm Electromechanical Equipment Energy Consumption and Efficiency Management System to assist factories in meeting energy declaration requirements and achieving electricity cost savings.
  11. J. MHEW (Machine Health & Electricity Waste management) refers to the management of motor health and electricity waste: The VB-800ML (Jin Bodyguard) Vibration Measurement Gauge uses advanced vibration technology to estimate the electricity waste percentage of motor systems (motor + load). It assists factory managers in implementing electricity waste control, providing a new method for factory energy conservation and emission reduction, reducing "hidden costs."

  12. (2) New products/services planned for development by The Company are as follows:

  13. MEKT Box: Digital Mobile Conversion Box

  14. MOCET: Small Integrated Host

  15. Carbon footprint inspection system

  16. e-Home 6.0: Smart Home System

~61~

Industry overview

  1. Industry Status and Development

In recent years, the development trend of the Internet of Things (IoT) has been strong. The mobile communication industry, with smartphones as its main product, has made mobility and APP indispensable basic elements in product planning. Mature 4G/5G technology has driven various application services and related markets, including mobile broadband, cloud applications, smart homes, and Industry 4.0.

The Company's new product development uses IoT technology, cutting-edge information and communication technology, and provides a fully intelligent health management platform for electromechanical equipment in factories, as well as the development of sensing components such as vibration, temperature, and electricity measurement. Through the network, real-time, bidirectional, and interactive intelligent operation and control can be achieved, bringing the latest generation of maintenance and automation benefits to factory owners.

For the development of smart home products, we invest in various types of smart video doorbells and smart home care systems based on the needs of families for security and automation. As the home gateway products are successfully installed in individual cases, their contribution to revenue also grows.

The nearly global coverage of the IoT, the widespread use of smartphones and mobile terminals, the extensive coverage of wireless networks, and the rise of other internet technologies and online payment and digitization technologies have all been influenced by the rise of the internet in various aspects of human life. The internet has brought a whole new way of life and channel models.

Enterprises seek to ensure the information network security of internal communication and external communication, while consumers' awareness of personal data confidentiality increases. This will be the focus and necessary functional requirement of future product security. Our Fusion Access System has a dual-layer login authentication function to ensure the security of consumer and enterprise information.

As for improving operational performance, in order to reduce operating costs and enhance operational competitiveness, the advantages of ODM design and strong cooperation with EMS professional manufacturers are introduced to enhance overall competitiveness and customer satisfaction, and achieve The Company's operational profit goals.

  1. Industry Upstream, Midstream, and Downstream Relationships

(1) The Company mainly designs and manufactures network communication-related products and equipment, which belong to the midstream manufacturers in the industry chain. The upstream, midstream, and downstream relationships are as follows:

Semiconductor
IC
design
chip manufacturing
memory
PCB boards
Passive
components
Antennas
Power supplies
Mechanical parts
Packaging materials
Connectors
Upstream
Network Communication, Smart Home, Smart Electromechanical Products
R&D and Manufacturing
Midstream
Network Equipment
Suppliers
System Integration
Manufacturers
Distribution Channels Telecommunications
Operators
Downstream

~62~

(2) Telecommunications Industry Upstream, Midstream, and Downstream Relationships

==> picture [392 x 155] intentionally omitted <==

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

System service Consumer
provider
(EC platform)
Mobile phone
manufacturer TECOM agent
Channel partners and retail
stores
Provider of 3C smart
products
Telecom operators
----- End of picture text -----

  1. Various development trends and competitive landscape of the product (1) Cloud and Mobile Devices

  2. The applications of cloud computing, the Internet of Things (IoT), and mobile devices continue to be a global trend in technological development. It is expected that companies will invest more resources into the various related services of this trend for their future applications and development. In light of this, targeting a mobile broadband architecture, innovative features combining cloud computing can be developed for cloud-based mobile PBX systems and services, as well as a converged network access system. By integrating mobile intranet and existing enterprise fixed broadband networks, low-cost mobile internet access, secure internal data access, and network application services can be provided, significantly reducing the overall mobile internet expenses of enterprises and effectively lowering their operating costs.

  3. (2) Industry 4.0 Drives the Rise of Smart Factories

  4. Under the wave of Industry 4.0, enterprises and governments are jointly striving to continue moving towards digital transformation. Smart factories, which combine IoT, robotics, sensing technology, and data analysis, are being established one after another, extending to "smart logistics" and "smart services" and driving industry upgrading. Smart factories are a trend that includes several features:

  5. Additional sensors installed on all equipment, materials, semi-finished products, and finished products in the factory.

  6. Large-scale use of robots for automated production, combined with IT for real-time quality monitoring to improve efficiency and stabilize quality.

  7. Comprehensive automatic measurement (AOI, ATE, robot arms, etc.) for fine calibration adjustments, which can also manufacture products in real-time in response to changes in orders.

  8. Utilizing on-site monitoring systems to collect a large amount of production equipment and product data, which is transmitted to cloud servers. Through Big Data analysis, decision-making accuracy is improved.

  9. Accumulating a large amount of consumer data, analyzing and understanding customer habits and predicting customer needs. The business model shifts from B2C to a customeroriented approach, "diverse and small quantities" of C2B customized production and sales, allowing customers to return.

The development impact of Industry 4.0 is long-term. To respond to the rapidly changing market, many companies choose to place their manufacturing plants near their customers to uncover more demand, respond quickly, and provide the services that customers need. As the market demand for production lines' flexibility increases, how to control the status of each machine and equipment to make the production process smoother and faster is a problem that enterprises must consider when transitioning to a smart factory. Therefore, the demand for smart electromechanical monitoring system equipment will increase year by year to ensure that the stability of the factory's machinery and equipment is sufficient to support automated production.

~63~

(2) Overview of Technology and R&D

  1. R&D expenses incurred in the latest fiscal year ending March 31, 2025, and estimated R&D expenses for the fiscal year 2025.
Unit: in thousand NT$
Fiscal Year Fiscal Year 2024 As of March 31, 2025 Estimated R&D expenses for
the fiscalyear 2025
R&D Expenses 70,877 17,621 79,791

Due to The Company's strong R&D capabilities being recognized by a leading international telecommunications giant, we have been able to secure partial product development funding from our customers. This not only helps us achieve cost efficiency but also increases the likelihood of successful new product development, ultimately achieving a win-win situation for both The Company and our customers.

2. Technology or products developed successfully

As a company that has been dedicated to research and development since its founding in 1980, we have established R&D centers on both sides of the Taiwan Strait. Our engineers have an average of more than 10 years of experience in telecommunications and network product development, making us a leading force in the domestic market and the main driver of our continuous growth.

Our main focus is on the research and development, as well as the manufacturing, of a full range of professional-grade communication equipment, including commercial digital communication system products, e-Home systems, wired and wireless communication transmission system equipment, voice transmission system equipment, integrated access equipment, and fiber transmission system equipment. We are the only company in Taiwan that integrates voice communication, network communication, wireless communication, optical communication, and mobile communication services.

Our various products have been recognized by professional organizations and customers both domestically and internationally, and have won awards such as the "Science Park Innovation Product Award" for the UMA indoor base station, the "Science Park Innovation Product Award" and the "National Quality Award" for the e-Home system, the "CES2011 Innovation Award" and the "Science Park Innovation Product Award" for the intelligent IP exchange machine IG6600, and the "Best Supplier Award for 2013" from Japanese communications giant OKI, among others. Additionally, the first iPad Docking Phone in Taiwan received Apple MFi "Made for iPad" certification.

In response to global trends, we have launched products that integrate voice, data, imaging, and mobile communication. Our main products include broadband communication products, Industry 4.0 smart electromechanical products, smart phone business communication systems, 4G LTE Small Cells, cloudbased intelligent service gateways, cloud-based smart video doorbells, and smart home systems, among others.

Our newly developed "Unmanned Inspection" solution for factories uses artificial intelligence and machine learning to compute the health index (Hx) of inspected equipment in the vibration and temperature domains. This solution provides precise alerts and predictive maintenance schedules automatically, greatly improving the deficiencies of traditional "manual inspection". The sensors used in the Unmanned Inspection solution have built-in calculation modules (MCUs) that leverage machine learning (ML) and artificial intelligence (AI) algorithms to obtain the median value of vibration during normal operation of the inspected electrical machinery, which serves as a health benchmark. The weighted computation then produces a health index for the electrical machinery, which is classified into nine levels (H9 being the healthiest and H1 being the least healthy) to accurately express warning and alert states. This is a unique and significant innovation in the market. Based on the health index levels, it can accurately suggest predictive maintenance schedules, avoiding the cost of "over-maintenance" and evolving from traditional "preventive maintenance" to "predictive maintenance".

The awareness of ESG (Environmental, Social, and Governance) is increasingly prevalent, with government regulations in various regions and supply chain requirements across industries. It has become essential for businesses to establish ESG capabilities. TECOM, as a leading company, has introduced the ESG-Ready management platform to assist enterprises in rapidly establishing comprehensive ESG capabilities.

The TECOM ESG-Ready solution is designed with a comprehensive modular approach, allowing enterprises to choose and deploy the necessary functionalities at their own pace. This step-by-step approach enables the establishment of ESG capabilities and achieves optimal investment outcomes. The ESG-Ready management platform consists of four major software modules, each serving as a tool to achieve specific ESG goals. The four functional modules are:

  • 1.CNm (Carbon Neutral management) Greenhouse gas inventory management

  • 2.EMS (Energy Management System) Electricity consumption management

  • 3.CEm (Consumption Efficiency management) High-consumption equipment efficiency management

  • MHEW (Machine Health & Electricity Waste management) Management of motor health and electricity waste.

~64~

(3) Long and Short-Term Business Development Plan

  1. Main Business Development Direction

As a high-tech communication system equipment manufacturer, Tecom Co., Ltd. continues to move forward and provide innovative value-added services to its customers as our corporate mission. In addition to utilizing the solid foundation established by the "Multi-Network Integration," we have continuously launched new-generation cloud service home gateways, smart homes, and intelligent monitoring products to enhance the safety and automation of household users, in order to strengthen customer satisfaction and pursue a quality-first attitude, striving to enhance existing customer relationships and optimize current customer and product portfolios. Improving operational efficiency, increasing production capacity utilization, and achieving reasonable profits are short-term business development indicators.

ESG and AI applications have become major global trends in recent years. In particular, "net-zero emissions" has become one of the most critical issues for businesses, especially as governments worldwide tighten environmental regulations. Companies must comply with these regulations and meet supply chain order requirements, making this a key focus in business operations. Meanwhile, "smart manufacturing" continues to be a significant and ongoing priority for governments, which have also designated "smart machinery" as a key part of industrial innovation policies. This clearly shows that "intelligent automation" and "AI integration" are crucial steps toward industrial upgrading. TECOM Company has always been at the forefront of the industry, from network transmission services to mobile applications, from data collection to cloud services, from IoT to IIoT, and now aiming for AIOT and AI adoption and solution-based one-stop services are the company’s primary operational goals and development focus. These aim to assist industries in complying with government environmental regulations, as well as accelerating the transformation and intelligent upgrading of smart manufacturing through AI integration.

With growing awareness and implementation of ESG, alongside increasingly stringent environmental regulations by governments worldwide and rising supply chain demands across industries, enterprises must build robust ESG capabilities. Our company takes the lead by launching the ESG-Ready platform to help businesses quickly establish comprehensive ESG capabilities. Tongxun has independently developed four major ESG Ready platforms: EMS and AI Carbon Management Platform focus on managementbased carbon reduction, while SOM and CEm focus on equipment-based carbon reduction. Under this framework, Tongxun offers a solution-based one-stop service that includes both “equipment carbon reduction” and “management carbon reduction” functions. To support enterprises in taking the first step toward “net-zero emissions,” Tongxun has introduced an AI-powered high-tech greenhouse gas inventory solution (AI Carbon Management Platform).

Recently, there has been growing social consensus in Taiwan regarding net-zero emissions and sustainable development. Enterprises understand and recognize that net-zero is a social responsibility, a government mandate, and a requirement for export orders. To assist companies in smoothly completing greenhouse gas inventories, Tongxun offers the “AI High-Tech Proxy Inventory Service,” which helps enterprises easily get started and addresses two major concerns in current inventories: (1) accuracy (human errors) and (2) reliability (inventory procedures). Heavy power-consuming equipment in factories across industries, such as chillers and air compressors, often wastes electricity when failing to meet the Energy Bureau’s standards under the Ministry of Environment. This can cause power waste amounting to millions of New Taiwan dollars, and rising electricity prices make this issue more severe. Tongxun provides a “Heavy Equipment Energy Efficiency Parameter AI High-Tech Proxy Measurement Service,” which measures various parameters and uses AI machine learning technology to accurately calculate equipment energy efficiency, comparing it with the standard efficiency values published by the Energy Bureau. This service helps factories identify electricity waste and additional carbon emissions data, providing a strong basis for energy saving and cost reduction.

In addition to the AI-powered proxy measurement services mentioned above for the factory’s three major high-energy-consuming equipment—chillers, air compressors, and large motors—recent government policies promoting carbon trading and carbon pricing have accelerated enterprises’ adoption of electricity management (EMS) platforms. TECOM offers a robust EMS solution that provides enterprises with both EMS platform implementation and outsourced EMS electricity management services.

~65~

Equipment carbon reduction, also known as "equipment carbon reduction," is achieved through efficient equipment operation, which is more tangible and quantifiable compared to management-based carbon reduction methods, making it increasingly popular for energy conservation and carbon reduction. 2.Short-Term Business Development Plan

Smart Mechatronics:

The systematic management of electromechanical equipment in factories is becoming increasingly important. Starting with the sensor (vibration sensor) data acquisition, The Company has been deploying a more comprehensive range of such products, from wired to wireless sensors, and even to higher technology machine learning Bluetooth wireless vibration-temperature sensors, to meet the application needs of various industries and equipment, and to accelerate the competitiveness of intelligence, differentiation, and unmanned automation.

To achieve comprehensive intelligent operation and maintenance (O&M) in factories, our company has also launched an intelligent inspection device designed to meet the needs of various types of factories and integrate seamlessly with existing systems. Compared to conventional inspection devices on the market, this solution offers greater systematization and efficiency. Additionally, we provide customized services to support factories in advancing toward full intelligent O&M. The architecture and functionalities of our SOM intelligent O&M platform are as follows:1. Our system products adopt a three-tier architecture for the Internet of Things: Sensor, Gateway, Cloud & Local Site.

2 . This platform supports various types of sensors, both fixed and mobile, empowering the digitization of manual inspections without altering the customer's existing inspection methods. This enhances the efficiency of manual inspections. For critical equipment, fixed sensors are used to provide more frequent data collection, which is then uploaded to the intelligent operations and maintenance management platform (including both on-premises and cloud solutions). This enables real-time monitoring of the health status of key equipment, ensuring the normal operation of factory facilities and production lines, and improving operational efficiency.

  1. Our company also provides intelligent gateways supporting 4G/5G/WiFi and fixed networks, which can transmit industrial big data collected from factory sites and equipment to the central control center, thereby reducing management workload. The SOM platform by Dongxun offers both on-premise security and cloud efficiency, providing powerful intelligent operation and maintenance management capabilities:

  2. Situation Room, IoT APP, real-time push notifications, database, trends, analysis and diagnosis (optional), alerts, records, administrative management, reports, etc.

  3. IoT real-time push notifications for alerts, and decision-making on repairs or updates based on health deterioration.

  4. Cloud access anytime.

  5. Monthly download of management reports.

  6. TECOM has launched the next-generation motor intelligent inspection device, which utilizes a portable smart vibration meter paired with a patented intelligent inspection app (available on Android phones or tablets) to measure next-generation vibration data. Data can be uploaded to the backend inspection database and the on-premise SOM platform service with one click. Combined with three categories of report services required by various levels of client personnel, this forms an integrated “trinity” service.

  7. TECOM has also launched a factory-wide motor health management data statistics software module. This module performs multiple statistical analyses on the health status of all motors across the factory. Supervisors do not need to access each motor’s individual database; they can understand the entire factory’s motor health status at a glance from the statistical analysis results. Furthermore, based on these multiple statistical outcomes, factory maintenance baselines and standards can be established, existing policies can be revised and improved, and the overall maintenance performance of the factory can be tracked.

Electricity prices in our country have risen multiple times over the past one to two years, with no expectation of decrease in the foreseeable future. The installation of EMS has become urgent for enterprises. Effective electricity management requires various electricity usage data to assist enterprises in quickly identifying and replacing low-efficiency equipment while immediately implementing carbon reduction measures. For enterprise customers, delaying carbon reduction measures even for a day can have a direct and negative impact on profitability.

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To achieve effective management, robust software with powerful management functions is necessary. The EMS introduced by TECOM has six main functions:

  • Energy baseline • Electricity analysis

  • Energy management • Intelligent dashboard

  • Power alarm report • Mobile APP

Unlike many EMS systems, TECOM's EMS solution allows for immediate energy-saving measures, enabling factories to identify high-energy-consuming equipment wasting electricity within 2 to 4 weeks and make repairs or replacements as needed, potentially achieving significant energy savings of 10% to 15%. This fully meets customer needs and greatly enhances market competitiveness and market share. Furthermore, TECOM's advantage over other competitors lies in its ability to assist enterprises in implementing EMS applications by:

  • 1) Introducing TECOM's designated ISO 50001 counseling experts to guide enterprises in obtaining ISO 50001 certification.

  • 2) Providing DongYuan Group's experience in electricity conservation and emission reduction implementation.

In assisting clients to establish ESG capabilities, TECOM, a leading company, has introduced the ESGReady platform to help businesses quickly establish comprehensive ESG capabilities. The ESG-Ready platform framework and product solutions consist of a foundational management platform that includes standard specifications: visualization, communication, computing, IoT apps, database, trends, analysis, alerts, records, administrative management, and reporting, encompassing 11 powerful features. Additionally, advanced specifications such as artificial intelligence/big data analytics and carbon reduction prediction models make TECOM's technology and product solutions stand out among competitors in the industry. The foundational platform can integrate four major ESG software modules: AI Carbon Management Platform and Greenhouse Gas Inventory (AI-DT), EMS (Energy Management System) - Electricity Consumption Management, CEm (Consumption Efficiency Management) - High Energy Consumption Equipment Efficiency Management, SOM (Smart Operation and Management) - Intelligent Equipment Operation and Maintenance Management Platform. Among these modules, SOM currently stands as an exclusive and leading market technology and product solution for obtaining the necessary information for electricity waste control. It assists factory managers in implementing electricity waste and greenhouse gas control. Since its launch, EWm has gained significant customer favor and has been rapidly adopted and verified through proof-of-concept (POC) tests. Customers have the flexibility to choose functionalities, deployment schedules, and investment considerations during ESG deployment. TECOM's ESG-Ready solution is designed with comprehensive modularity, allowing enterprises to select and deploy the necessary functionalities at any given time, step by step, to establish ESG capabilities and achieve optimal investment results, creating a win-win situation. System Product:

With Panasonic's exit from the switchboard market, various manufacturers have begun to vie for market share. In addition to its existing large-scale systems (IP1000L, SDX500) and small-scale systems (SD616A), TECOM will introduce a mid-sized system (SDX500 lite) to strengthen its product line. Simultaneously, TECOM will aggressively enter the market with the new MOCET small IP PBX system under a new brand and product line, aiming to capture market share from competitors. Additionally, to assist existing digital switchboard customers in upgrading to IP mobile extensions, TECOM has launched a new product, MEKT, in Marchl, which can be connected to desktop extensions to realize the convenience of "phone as an extension."

In the mobile communication product category, TECOM offers the FG8552 industrial-grade 4G LTE mobile router. This device operates reliably in harsh environments, withstanding temperatures ranging from -30°C to +70°C. It has been used in long-term partnerships with electric scooter charging stations, providing stable 4G data transmission. TECOM also offers other products such as the FG8102 4G router and FG8661 5G industrial-grade router, which are widely utilized in fields such as video surveillance, environmental monitoring, security providers, and smart electromechanical systems. These products provide mobile network transmission services in areas where physical network cables are difficult to reach, catering to various customer scenarios.

Product competitiveness is crucial for increasing sales. Therefore, it is essential to enhance product technology, quality, and functionality to meet customer demands. Furthermore, expanding online and offline sales channels, actively collaborating with various industries, and participating in exhibitions help to increase product sales and enhance brand exposure and recognition.

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After-sales service is equally important for customers. Providing excellent after-sales service enhances customer satisfaction and increases loyalty. Therefore, prioritizing after-sales service and offering comprehensive technical support and assistance is a crucial guarantee for successful sales.

Long-Term Business Development Plan

The main objective of the plan is to extend existing network services to mobile applications, cloud, Internet of Things, and expert systems. The development directions include:

  • ♦Application Integration:

  • Keep up with global communication network product technology trends.

  • Integrate channel resources to increase productivity of business personnel, and strengthen all-round product connections with customers.

  • Utilize the energy of strategic partners from various fields, cultivate the smart home service market, and provide all-round digital life needs.

  • Integrate group resources, leverage operational synergy, and develop information and communication integration service projects to expand the market.

  • Horizontally provide diverse product choices through new products exclusive to the corporate and household user markets, as well as smart 3C series new products that meet the needs of the general consumer group. Vertically deepen product integration and create a unique networked product sales channel.

  • Strive to represent first-line brands and competitive products, and seek to lay out second and thirdline brands with high cost performance as agent businesses, and combine them with online shopping platforms to create operational efficiency, multi-channel sales, and diversified revenue and gross profit for diversified products, channels, and intelligent digital products.

  • Mobile communication technology is rapidly developing towards 5G. TECOM will gradually introduce 5G application products such as IIOT, AIOT, etc. to meet more diverse smart network needs.

  • Through the Internet of Things (IOT), the application of 5G technology further increases the efficiency of predictive maintenance for factories, and promotes the market demand for predictive maintenance.

♦ System Products:

  • We maintain close collaboration with system operators such as Chunghwa Telecom and Far EasTone to create new business revenue streams. Our successful cultivation of 4G network applications has led us to advance to 5G applications and explore new market opportunities. In terms of integrated network access systems, we have successfully combined the operator's preferential bandwidth rates and monthly fees with flexible customized networking functions, audio-visual streaming, data network transmission, and intelligent monitoring services for large enterprises and chain stores. In addition, we actively participate in bidding and invest in smart city construction plans promoted by various county and city government units, including smart parking, intelligent traffic control at intersections, traffic flow monitoring, and environmental monitoring, by providing 4G and 5Grelated network products such as Fusion VPN and various routers, as well as AI intelligent monitoring series products, to obtain the best revenue and profits.

♦ Smart Home:

Government Promotes Net-Zero Carbon Policy, Smart Building Certifications Support Energy Saving and Carbon Reduction

  • The government is actively advancing net-zero carbon emission pathways, including regulations covering public buildings, private residences, and office/factory buildings. The “Building Energy Efficiency Label” standards have been established. Additionally, the 2024 edition of the Smart Building Certification Assessment Manual incorporates multiple basic requirements and encouragement measures to support buildings in obtaining energy efficiency and smart building certifications, improving building operation and maintenance management, and progressing toward the government’s net-zero carbon goals.

  • Key focus areas currently being promoted include “Operation & Maintenance Management,” “Security Monitoring,” and “Energy Management,” for which standard formats have been set by relevant authorities. Electromechanical equipment in residential complexes (such as water pumps, generators, elevators, etc.) must have predictive maintenance capabilities, creating a pressing need

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for smart electromechanical product solutions. According to the Ministry of the Interior’s Architecture and Building Research Institute regulations, the Low-Carbon Building Labeling system will be officially implemented starting July 1, 2025. Buildings achieving a low-carbon rating of Level 4 or above will meet the low-carbon building standard. These regulations aim to reduce carbon emissions throughout building material production, transportation, construction, renovation, and demolition stages.

  • Through the integration of TECOM's smart electromechanical products and energy-saving solutions, predictive and diagnostic functions for the operation of rotating electric motors can be provided, reducing energy consumption caused by early failures and greatly improving the overall energysaving benefits.

  • Market and Sales Overview

    • (1) Market Analysis
  • 1.Sales regions and market share of main products/services

The main sales regions of The Company's products are Asia (including domestic market), North America, and Europe. In the future, we will continue to explore new customer groups in various regions through market cultivation and new product development strategies to sustain this growth momentum. As for the future market growth, with the successful launch of our e-Home smart home system, cloudbased smart service gateway, and related cloud-based smart ICT integrated application systems, the market demand for related products is expected to grow. This will make a significant contribution to The Company's revenue and profit growth.

Please refer to the table below for our sales regions and revenue:

Fiscal Year 2024 Fiscal Year 2024
Region
Amount %
Taiwan 575,695 91.18%
America 12,906 2.04%
Others 42,813 6.78%
Total 631,414 100.00%

Market Future Supply and Demand and Growth Potential

  • (1) System Products

  • For a long time, TECOM Company has been continuously investing in the development and sales of system products, and has been promoting its own brand in the domestic small and medium-sized enterprise market. In particular, it has maintained a leading position in the field of PBX systems, with a market share of over 50%, making it the number one brand in the domestic market.

  • With the IP-ization of communication networks and the widespread popularity of smartphones, various network-based software and hardware are becoming more widespread, providing more convenient and cost-effective services. Traditional fixed-line phones can only provide voice applications, which is clearly not in line with the global trend of IP-ization.

  • It is estimated that more than 70% of the current 1 million enterprise users in our country are still using traditional digital exchange PBXs. However, with the advent of the 5G era, the willingness of enterprise users to upgrade to IP network exchange PBXs has been increasing year by year. This has created a new blue ocean market for communication systems on the enterprise side. If combined with the support of cloud-based diversified value-added application services, it will accelerate the adoption of the latest cloud-connected PBX systems by enterprises, in line with the rapid evolution of the times. In addition to traditional digital exchange systems, TECOM's PBX systems also provide advanced IP network exchange systems, which integrate mobile networks, IP networks, fixed networks, and video communications, and provide a complete range of exchange systems to fully meet the needs of enterprise users for voice communications, IP network communications, and integrated applications. Moreover, the PBX cloud-based value-added service platform solution can fully demonstrate a forward-looking vision and fully meet the needs of modern enterprises for cloud-connected PBX systems.

  • (2) Smart Home

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Currently, the market sees an average of 90,000 new housing units introduced each year. With a market share of almost 30%, TECOM ehome's intercom device serves as the foundation for integrating various weak-current and electromechanical systems to create a cloud-based smart community system that can be widely used in every community.

As part of the government's 2050 net-zero pathway planning, reducing carbon emissions and energy consumption in the construction industry is a necessary measure to achieve net-zero emissions. According to data from the National Sustainable Development Committee of the Executive Yuan, Taiwan’s 2050 net-zero emission pathway will be based on four major transformations: energy transformation, industrial transformation, lifestyle transformation, and social transformation, supported by two governance foundations: technological research and development and climate legislation. In addition, the government has formulated twelve key strategies covering energy, industry, and lifestyle transformation policies to promote green growth.

According to the Architecture and Building Research Institute of the Ministry of the Interior, the 2024 edition of the Building Energy Efficiency Assessment Manual (BERS) will be officially implemented from July 1, 2025. The low-carbon building labeling levels are based on the evaluation of a building’s whole life-cycle carbon footprint. These regulations aim to reduce carbon emissions during building material production, transportation, construction, renovation, and demolition stages.

TECOM has developed the "Integrated Building Management System" (IBMS), also known as the "Smart Home Platform," which integrates: access control, surveillance, central monitoring, and intercom systems. It also incorporates energy management functions, including electricity management and carbon emission calculations. The platform assists building owners in achieving intelligent functionality in terms of safety, health, energy efficiency, and management. Moving forward, all platform functionalities will be cloud-based, expanding from new constructions to existing buildings.

(3) Smart Electromechanical

The Company offers a "smart unmanned inspection program" to leading companies in various industries with multiple factory locations. This program employs artificial intelligence and machine learning to calculate the health index (Hx) of inspected equipment in terms of vibration and temperature, providing accurate alerts and predictive maintenance schedules automatically. It greatly improves the shortcomings of traditional "manual inspections." To fully achieve comprehensive intelligent operation and maintenance (O&M) for factories, we have launched a smart inspection device that can be integrated into on-site systems, meeting the management needs of various types of motors in different factories. This allows customers to quickly experience Tongxun’s powerful and comprehensive intelligent O&M platform, which offers flexible options for required reports. The service is provided on a monthly subscription basis, enabling customers to easily obtain the reports they need, allowing personnel at all levels to access different reports as required.

To meet customers’ special needs in intelligent O&M, we accept various customized research and development projects. Besides satisfying individual customer requirements, these solutions can also be standardized products to broaden market reach and provide more diversified services. Examples include smart health inspection devices for elevators, vibration measurement and predictive alert systems for robotic arms, and more.

We actively promote our installed customer base using wired and wireless smart equipment O&M management platforms such as MHm-P, MHEW, and SOM. Customers can purchase additional data statistics software modules and seamlessly upgrade their systems. Within a short period, data from hundreds of motors across the factory can be collected and analyzed statistically. Based on these statistics, factory maintenance baselines and standards can be established, allowing for policy adjustments and improvements, and enabling ongoing monitoring of the factory’s maintenance performance.

We continue to promote the installation of vibration sensors on TECO's large and small frame motors to transform them into smart motors, helping to enhance their global competitiveness. We are also actively expanding the electromechanical equipment maintenance market in the United States, Japan, Southeast Asia, and China.

We are actively bidding for vibration measurement projects related to various components of the Taipei Metro (e.g., train cars, escalators, fans, and axles) to expand our vibration monitoring business among all rail companies. Having successfully implemented the MHm-P smart electromechanical health management system in the Taipei Metro, we can apply the system to various data collection and

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system applications across the Taipei Metro, enhancing our adherence to multiple Taipei Metro operations. At the same time, this experience will also be extended and promoted to all sectors of the rail transportation industry.

We are strongly and continuously promoting the AI high-tech greenhouse gas inventory solution (AICarbon Management Platform) to large corporations. Beyond the company headquarters itself, there is increasing demand for “greenhouse gas inventory” certification from upstream and downstream supply chains, driving the need and execution of inventory operations. This will be extended and expanded to publicly listed subsidiaries and their supply chains.

Especially for companies exporting mainly to Europe and the Americas, the greenhouse gas inventory tools and management platforms are in great demand, generating unlimited and continuously growing business opportunities.

The AI-Carbon Management Platform developed by our company is based on AI-driven approaches, with the latest generation focusing on “management.” It has already been adopted by the Ministry of Economic Affairs as the designated management platform for 25,000 SMEs. Currently, the platform covers Scope 1 and Scope 2 emissions, and it is planned to incorporate carbon footprint tracking and include Scope 3 by Q1 2025, thereby meeting the needs of more customers.

The AI-Carbon Management Platform from our company includes the following two components: 1)AI-DTDigital inventory tools:

Using AI recognition technology to automatically scan emission invoices and receipts, obtaining digital data. Built-in software for "automatic inventory list generation" arranges the recognized digital data automatically to create an inventory list compliant with regulations. 2)AI-Carbon Management Platform:

Based on the inventory list data, set emission reduction targets, formulate management improvement plans, and track implementation effects. The five main functions are:

  • Intelligent emission dashboard

  • Multi-zone emission management

  • Total list aggregation

  • Alert reports

  • Mobile APP

The above fully meets customer needs. Our goal is to help clients easily comply with increasingly stringent environmental regulations and simplify the verification process, greatly improving efficiency and accuracy. This will significantly benefit us in capturing market opportunities and expanding market share.

In addition to sales, we also provide AI high-tech proxy verification services to assist enterprises in smoothly completing their greenhouse gas inventories. The Ministry of Economic Affairs’ Energy Bureau has set threshold requirements and inspection regulations for heavy electricity-consuming equipment (such as chillers and air compressors). For large factories, TECOM Company offers a "Heavy Equipment Energy Efficiency Parameter AI High-Tech Measurement Service," which measures various parameters and uses AI machine learning technology to accurately calculate equipment efficiency, comparing it against the Energy Bureau’s published standard efficiency values. This service helps factories grasp their electricity wastage and additional carbon emission data, providing strong support for energy-saving and cost-reduction efforts.

In the wave of energy saving, carbon reduction, and ESG (Environmental, Social, and Governance) initiatives, 136 countries worldwide have already declared their commitment to achieving net-zero emissions by 2050. To meet this goal, leading global brands are demanding carbon neutrality throughout their supply chains. Our company’s ESG Ready product line offers two unique emission reduction solutions: 1. Equipment Health-Based Emission Reduction, and 2. Management and Scheduling-Based Emission Reduction. These solutions have already received certification from government agencies and have been adopted by leading enterprises across various industries. With this solid foundation, our company is well-positioned to further expand into broader markets and attract more customers. To that end, we have invested significant resources into developing comprehensive net-zero emission solutions. As the next step, we plan to actively pursue the business scope of Electricity-Saving Management Technical Consulting Services (ESCO). This move will elevate our offerings beyond product and technical solutions into higher-level consulting services. By adopting this dual-track approach—combining cutting-edge products with expert consulting—we aim to deliver

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broader, more advanced, and more integrated services. This will help us win greater recognition and adoption of TECOM’s solutions, not only in the private sector but also through expanded collaboration with relevant government agencies. This development will mark a new milestone for TECOM in the field of net-zero emissions.

Competitive Niches

In recent years, we have actively invested in the development of new-generation smart home products and the application of "smart buildings" in communities. By using sensors connected to cloud platforms, relevant electricity, water resource, and environmental monitoring can be quickly established and controlled. This enables the development of energy-saving solutions that meet market demands to comply with the trend of net zero carbon emissions for buildings. In the future, we will continue to expand into new customer groups in various regions through market cultivation and new product development strategies, in order to sustain this growth momentum.

As for the future growth of the market, based on the successful launch of cloud-based intelligent ICT integrated application systems and services such as smart electrical and electronic products, cloudbased intelligent video doorbells, all-network intelligent home systems, and cloud-based intelligent service gateways, the market demand for related products is expected to grow. This will make a significant contribution to The Company's revenue and profit growth.

  • 2.Opportunities, Challenges, and Strategies for Development

  • (1) Opportunities:

  • A. Continuing investment in research and development of next-generation communication technologies will enable us to provide customers with high-quality differentiated services and establish long-term and stable partnerships.

  • B. Our "multi-network integration" communication technology and products have become one of the mainstream trends in the market, and have been adopted by major telecom operators. As new application products continue to be launched, they will continue to bring growth momentum to The Company.

  • C. We have launched a full-network smart home system that meets market demand, integrates security control and automation needs, and has the potential to lead the future of mobile communication services. This represents a vast market potential.

  • D. The development of wireless local area network voice communication systems, integrating broadband networks, wireless network telephones, and related access technologies, has significantly enhanced the competitiveness of our product line.

  • E. With the growing prevalence of the Industrial Internet of Things (IIoT), our various MEMS vibration sensor products have gained a market advantage and are being shipped in large quantities. We will continue to deepen our expertise and expand our leading edge.

  • F. In addition to the sales of general 3C products, we are introducing intelligent, personal, and homeintegrated digital products, etc. This will facilitate the simultaneous promotion of personal and family products and the adoption of a diversified business model across multiple channels.

  • G. Under the ESG trend, the wave of ESG initiatives presents favorable conditions for promoting and selling our company's ESG-Ready products.

  • (2) Challenges

    • A. Currently, the cost of labor in manufacturing production bases continues to increase, and cost increases are not easily transferred, resulting in a lower operating profit margin.

    • B. In recent years, equipment suppliers in mainland China have rapidly improved their technology and continuously engaged in price competition, which has had a considerable impact on product prices.

    • C. The industry is becoming increasingly competitive, and the strong competition from small and medium-sized network communication companies in mainland China has led to a gradual compression of gross profit margins.

    • D. There is a shortage of software talent in Taiwan's network communication industry.

    • E. Smartphones have reached saturation, the replacement cycle for consumers is longer, the unit price is polarized, the business risks have increased, and competition is fierce, with low and difficult-to-improve profit margins.

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  • (3). Strategies

    • A. Create product differentiation services to avoid price-cutting and red ocean competition strategies.

    • B. Offer a variety of products, expand revenue, and use detailed operational analysis to calculate the cost structure of each product to reduce operating costs. Use low-cost advantages to expand market share and maintain steady profitability.

    • C. Actively develop diversified cloud-based intelligent Internet of Things (IoT) integrated application service products and platforms to increase customer adoption opportunities and accelerate market maturity.

    • D. Precisely segment the market's user/enterprise needs and develop diversified network application services tailored to the target customer group's requirements.

    • E. Actively layout the 5G market, develop 5G-related products, and gain a market advantage. F. Continual refinement and optimization of ESG-Ready module solutions, providing a more comprehensive and complete offering to assist clients in establishing ESG capabilities.

    • G. Identification and cultivation of business opportunities in energy conservation, carbon reduction, digital assets, and carbon credit trading for long-term development.

  • (2) Important Uses and Manufacturing Processes of Main Products

    • 1.Important Uses of Main Products

    • (1). Important uses of broadband communication products:

ProductCategory Use
Fiber-optic network access
equipment
Used for receiving high-speed data transmission through the
technologyof optical-electric conversion in fiber-optic networks.
4G VoLTE gateway A home device that integrates mobile data, voice, and wireless
functions toprovidevariousvalue-added applications.
LTE small base station A small mobile network edge device that provides mobile users with
voice callingand mobile internet access,amongother uses.
  • (2). Business Communication Systems

Currently, companies around the world generally have their own telephone systems, collectively known as "customer premise equipment" (CPE). Depending on the size of the system, it can be classified as either an "electronic switchboard" or a "business phone system", with the latter accounting for approximately 80% of the CPE market. These systems not only meet the external communication needs of users, but also satisfy the internal communication needs of enterprises through various special functions, such as call forwarding, intercom, and conferencing. As the global proliferation of the Internet and mobile communications continues to increase, the demand for multinetwork services is growing. The Company provides a multi-functional platform system that combines voice, data, network monitoring, and mobile communications, and offers a new generation of super IP-based integrated business phone systems that integrate traditional phone lines, network phones, and gateways, in order to meet the world trend of IP network communication. Our product line is complete, including various capacities of digital, analog, and network-integrated exchange systems.

The new generation of telecommunications is rapidly emerging through cloud technology and mature environments, and can provide new and diverse value-added functions and telecommunications services. Currently, internet phone systems have been recognized as one of the three major voice-over-IP (VoIP) systems, along with fixed-line phone systems and mobile phone systems. In response to the rapid growth of smartphones and tablets, The Company has developed a new generation of communication systems that combine network switches (IP-PBX, expandable up to 1000 lines), network phones, smartphone apps, a smartphone business communication system, and a cloud-based mobile switchboard system, in order to fully develop the market for small and medium-sized enterprises.

(3). Smart Home System

In recent years, spurred by the wave of mobile and digital technologies and the growth of smart connected environments, consumers' demand for smart home systems has gradually taken shape, expanding from initial needs for access control, intercoms, and security alerts to encompass energy management, home automation, health care, and integration with mobile communication devices, forming four major areas of interest.

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To increase our competitiveness in the smart home system market and distance ourselves from competitors, The Company has launched the world's leading all-network e-Home smart home system. This system offers monitoring systems, network services, access control systems, video intercom, intelligent control, and a smart mobile phone app, providing modern homes with more convenient living solutions. We aim to become a leading player in this market and have achieved significant success in the domestic and Chinese real estate markets. In response to the widespread adoption of cloud-based video services, we have also added a cloud-based smart video doorbell product, providing an additional layer of security protection for household users.

In October 2019, our smart home system product received certification from the "Taiwan Smart Building Association" and was awarded the "Smart Building Material Label." This certification is a positive recognition of our product's functionality and quality, and provides a clear competitive advantage for bidding on government-led "social housing" projects.

To meet the changing needs of the market, The Company has invested more resources in research and development of "smart building planning and design" in 2022. Our product integrates the eight major indicators of smart buildings and incorporates the development of indoor intercoms, resulting in the creation of our flagship product, the "TECOM Smart Home Platform IBMS." The "TECOM Smart Home Platform IBMS" has seven key features: (1) integration of access control and central monitoring systems onto the same platform, eliminating the need to manage each subsystem separately; (2) intuitive and easy-to-understand dashboard design management pages; (3) easy maintenance without requiring the purchase of multiple host computers or software; (4) modular design, high expandability, and high flexibility to suit various projects; (5) compliance with the information security environment for smart building certification levels; (6) integration of AI algorithms to improve building energy efficiency; and (7) easy upgrades for smart buildings, without the need for system integration.

(4). Fusion Access System

Whether it is internal communication within The Company or external business negotiations, it has become the norm for employees to use personal mobile devices as communication tools. Therefore, having a highly efficient and secure network environment is crucial for companies. In view of this, TECOM Company has developed a solution specifically for small and medium-sized enterprises, launching the Fusion Access System for enterprise use. This system allows companies to centrally manage network access devices, enabling employees to access internal data anytime and anywhere, and ensuring uninterrupted service to improve work efficiency. TECOM's Fusion Access System combines mobile intranet and existing fixed broadband networks, providing small and medium-sized enterprises with low-cost mobile internet access, secure internal data access, and network application services.

The system is composed of Fusion Gateway and Fusion Mobile, and companies only need to add a Fusion Gateway and connect it to the corporate network. Field employees can then access the internet through the existing broadband network, significantly reducing overall mobile internet expenses for The Company.

  • (5). Cloud-based Smart Electromechanical Health Management IoT System (MHm-P) for Industry 4.0

In recent years, the smart factory system has been flourishing. The Company has developed the cloud-based Smart Electromechanical Health Management IoT System (MHm-P) using IoT, mobile communication, and big data technologies, which is rated as Industry 4.0. This system can provide management and scheduling of the health status of all factory machines (production and administrative) to equipment managers. The system enables equipment managers to monitor the operation status, trends, and health conditions of the factory machines from anywhere, ensuring that all working machines are in optimal condition, maintenance is performed timely, quickly, and accurately, and preventive maintenance recommendations can be made.

The electromechanical health management system enables factory operators to fully grasp the health status of all electromechanical equipment in the factory, with multiple benefits:

  • Trend notifications can prompt preventive maintenance to prevent unexpected downtime and significantly reduce the occurrence of no-warning shutdowns. Timely repairs and inspections will also extend machine life and reduce replacements.

  • Ensure that working machines are in the best condition and maintain the highest productivity.

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  • The remote shutdown function can prevent large-scale disasters such as machine burning, replacing repairs with small fixes, saving money, manpower, and materials.

  • The interactive diagnostic function is innovative and practical, saving time and manpower in repair inspections.

  • The platform can provide the power consumption of each electromechanical equipment, which is essential for factory energy management and analysis. It not only prevents energy waste but also calculates the energy consumption of each product, making production cost calculation more accurate.

  • (6). The Next-Generation Factory Unmanned Inspection System

The Company has developed a new product, the "unmanned inspection" solution for factories, which can provide many benefits for factory owners:

  • The unmanned inspection operation, measurement, and recording are fully automatic, ensuring accurate data acquisition.

  • No need for human mobility.

  • Simply install intelligent sensors on equipment, and sync once per set time across the entire factory, with results displayed through indicator lights on dashboards, mobile devices, or control room screens, making it easy to understand.

  • If the number of factory equipment reaches 500 or 1,000, this solution can provide comprehensive health data for all 500 or 1,000 machines every time it syncs, which is beyond what manual operation can achieve.

  • The unmanned inspection can eliminate the risk of personnel injury in locations where safety concerns are high. According to statistics, the average cost of work-related injuries exceeds 1 million for each incident. The use of unmanned measurement in dangerous areas such as rooftops can bring significant benefits to both productivity and human safety. The NextGeneration Factory Unmanned Inspection System is a new technology that replaces the traditional work mode, which is in line with the "factory improvement" defined by Industry 4.0, and can immediately upgrade factory operations.

  • (7). Portable Vibration Diagnostic Instrument (PVDI) for Industry 4.0

The TECOM Group is a leading company in the electromechanical field and has many years of experience in vibration measurement and maintenance operations. They deeply understand the difficulties of vibration maintenance and have specially designed a series of portable vibration diagnostic instruments (Pro-3200 / Pro-3600 / Pro-9000P) to meet the needs of vibration maintenance.

  • A. Pro-3200/3600 Vibration Diagnostic Instrument:

  • The Pro-3200/3600 portable box includes an IoT gateway, a smart vibration sensor, and a mobile power supply, which can be carried by maintenance technicians to the site to diagnose the vibration information of electromechanical equipment in real time.

  • This diagnostic instrument uses MEMS and IoT new generation technology, combined with the application of the patented "Interactive Diagnosis", which is currently leading the world. The vibration sensor is connected to the IoT gateway and smart phone, executing interactive measurement. This diagnostic instrument has powerful interactive and analysis capabilities, as well as new generation IoT functions, which will significantly improve the efficiency of on-site maintenance measurements and save manpower and time.

  • Pro-3200 can be said to be the "black technology tool" for routine inspection of factory electromechanical equipment. The vibration operation of the equipment can be fully automatically measured, and the measurement results are automatically stored and filed. When all the equipment in the factory is measured, the factory has successfully established a "full equipment vibration operation database". This database is not insignificant and can be used for big data analysis and comparative diagnosis.

  • There are many types of electromechanical equipment in the factory. We provide key measurement points for the most common types of equipment (wind, pumps, gearboxes, motors, etc.), and the inspection personnel can place the vibration sensor attached to Pro-3200 at each key point. Vibration measurement is fully automatic, and each equipment should be measured within 10 minutes and the file is established. This vibration diagnostic instrument can bring the following benefits to the factory maintenance personnel:

  • Routine inspection and automatic testing

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  • Automatic archiving and establishment of vibration database

  • Big data analysis and comparative diagnosis

  • Upgrade to an Industry 4.0 intelligent manufacturing project vendor.

  • B. Pro-9000P Vibration Diagnostic Instrument:

The Pro-9000P is a professional-grade portable vibration diagnostic instrument that is suitable for measuring, analyzing, and diagnosing vibrations in all types of rotating machinery. Users can easily detect equipment vibration problems through simple installation and operation on a tablet computer provided in the kit. This tool can significantly improve maintenance operations and is a must-have for factories, manufacturers, dealers, and maintenance technicians.

This vibration diagnostic instrument is powerful and has the following main features:

  • Real-time data acquisition, health analysis, and fault diagnosis capabilities

  • Real-time display of waveform (time-frequency) of the original vibration value

  • Real-time display of spectrum graphs, including acceleration FFT, velocity FFT, envelope spectrum, etc.

  • With the measured data, users can scale the spectrum graph to view detailed information

  • Provides a real-time monitoring health indicator (or confidence indicator) that converts to an overall health score ranging from 0 to 1, with 1 representing perfect health, and conforms to the spirit of ISO-10816

  • The provided real-time health indicators include the health indicator (or CV), velocity RMS value (or Vrms), and acceleration RMS (or Grms)

  • Can switch to trend mode to view the trend of health indicators, including the health indicator (or CV), velocity RMS value (or Vrms), and acceleration RMS (or Grms)

  • Displays a health trend chart based on the latest 100 data records

  • Can display at least two channels of information at once

  • Provides diagnostic information and continuously evaluates whether the target mechanical equipment has potential fault problems, with the evaluation result displayed in this area

  • The diagnostic information should include at least the following diagnostic items:

  • Spindle type: imbalance, shaft bending, misalignment, looseness

  • Bearing type: oil whirl, oil whip, inner ring damage, outer ring damage, ball damage

  • Gear type: gear eccentricity, gear misalignment, gear tooth breakage, gear wear, gear shaft bending

  • Electrical type: uneven air gap, rotor bar breakage, phase problem

  • Provides predictive analysis function, which can perform predictive analysis through database data and algorithms.

  • C. Pro-9900 Fully Automatic Vibration Diagnostic Instrument

  • The Pro-9900 is an advanced upgrade of the Pro-9000P, which provides intuitive health status (CV), predictive maintenance schedules, diagnostic results, and recommended strategies based on existing real-time spectrum displays, health status (CV), and diagnostic data. The Pro-9900 is a fully automatic professional diagnostic instrument that can be used without the presence of vibration experts, and is combined with TECOM's routine/high-end unmanned patrol and real-time monitoring solutions. It provides measurement and recording tools for maintenance personnel to perform measurements and records before and after maintenance, as well as verification and acceptance tools for comparison. In this way, the intelligent product can form a complete "closedloop service." The Pro-9900 offers two operating modes: automatic mode and expert mode:

  • Automatic mode:

  • General users only need to enter basic equipment parameters, and the Pro-9900 can automatically output health status (CV), vibration data, and diagnostic data. The Pro-9900 can directly output diagnostic reports or acceptance reports in the form of predictive maintenance schedules, diagnostic results, and recommended strategies based on health status (CV) and diagnostic data.

  • Expert mode:

  • When the user is an expert, the Pro-9900 can be used in expert mode to review diagnostic spectra and data on a case-by-case basis, and can capture screenshots to create the necessary expert analysis reports.

  • After the measurement is completed, the Pro-9900 displays the diagnostic results and recommended strategies in simple and understandable language for everyone to understand. D. Pro-6800 Portable Smart Motor Health Inspector

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The Pro-6800 is designed for inspecting the operating status of factory motors—an essential task in industrial operations. Traditional manual methods of measurement and recording often fall short in accurately assessing motor health. In contrast, Tong Hsing’s Smart Motor Health Inspector leverages next-generation IoT technology with seamless cloud-to-local integration, delivering highly intelligent health management. It significantly upgrades traditional manual inspection processes, offering both superior performance and affordability, making it an indispensable tool for factory maintenance teams.

Key Advantages Over Traditional Inspection Tools:

  • In addition to measuring RMS vibration levels, the device also collects raw vibration data, enabling in-depth analysis and diagnostics to pinpoint the root cause of issues.

  • By using machine learning (ML) and artificial intelligence (AI) algorithms, the system can calculate motor health indices and suggest predictive maintenance schedules after collecting as few as 30 data points.

  • The proprietary app automatically analyzes raw vibration data to determine if the motor system has excessive power consumption issues, backed by an invention patent.

  • Within 2 to 4 weeks, the system can identify motors showing signs of health degradation or energy inefficiency, enabling timely repair or replacement.

  • All inspection data is uploaded to a back-end management platform that offers powerful features such as command center dashboards, real-time alerts, centralized database, trend analysis, anomaly detection, records, and customizable reports.

  • (8). Next Generation Vibration Meter Series

The TECOM Next Generation Vibration Meter Series features a new generation microelectromechanical system (MEMS) chip that integrates a sensor and a signal processor into one device. It also uses top-of-the-line 316L stainless steel gauge bodies and gauge seats, making it the most feature-rich vibration meter on the market today. With low noise density, high measurement bandwidth, and high resolution, it is suitable for measuring spindles and servo motors.

To meet the various application requirements of the industrial sector, the vibration signal can be output in multiple ways, providing a variety of vibration meters:

  • VB-300 Series: Three-axis Vibration Meter

  • VB-310: Three-axis vibration sensor, RS-485, Modbus, Raw data, 105°C

  • VT-315: Three-axis vibration temperature integrated sensor, RS-485, Modbus, Raw data, 105°C

  • VB-320SCB Ultra-thin three-axis vibration sensor, RS-485, Modbus, Raw data

  • VB-451SCB 0-5V analog, 85°C

  • VB-330: Three-axis high-frequency vibration sensor, RS-485, Modbus, Raw data, 105°C

  • VB-420HT : MEMS, 4-20ma, 105°C

  • VB-100: Smart Self-contained Screen Vibration Meter

  • VBD-120: Vibration Display Screen

  • VB-700: MEMS IEPE Vibration Meter

  • VB-800: Bluetooth Wireless Vibration Temperature Meter

  • VB-168: Bluetooth Wireless Vibration Temperature Meter

  • VB-800EX: Bluetooth Wireless Explosion-proof Vibration Temperature Meter

  • VB-168EX: Bluetooth Wireless Explosion-proof Vibration Temperature Meter

  • VB-168EX: Bluetooth wireless explosion-proof vibration temperature sensor

  • VB-800ML: Bluetooth wireless vibration temperature sensor, capable of edge computing: machine learning and artificial intelligence

The VB-800ML wireless (Bluetooth) vibration sensor is capable of estimating excessive power consumption and carbon emissions resulting from motor degradation. It features a built-in microprocessor for edge computing, machine learning, and artificial intelligence capabilities. The VB800ML can directly interface with a mobile app without the need for a gateway device, allowing for direct retrieval of measurement data. It operates on battery power (replaceable) for up to three years and requires simple installation without the need for power or network cables or any specific network

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environment. The mobile app enables users to monitor the motor's operational health and the energy and carbon wastage resulting from degradation.

These two pieces of information, energy wastage and carbon wastage, are critical data that assist users in making timely and accurate decisions regarding motor maintenance, adjustments, or replacements.

  1. Estimating energy wastage and converting it into monetary value provides users with a direct and tangible reminder, making it a significant innovation.

  2. Converting the monetary value into excessive carbon emissions in kilograms offers quantifiable emission reduction measures, supporting corporate carbon neutrality and the implementation of ESG policies.

  3. (9). CEm Energy Efficiency and Consumption Management System

  4. In response to the requirements of the Industrial Development Bureau, Ministry of Economic Affairs, regarding energy efficiency declaration for high-energy-consuming chiller and compressed air systems in factories:

All factories are required to install necessary devices for hourly measurement and recording during the year 2022. Starting from the year 2023, they must declare the energy efficiency of chiller and compressed air systems for the previous year.

To meet the requirements of the Energy Bureau, TECOM has introduced the CEm Electrical and Mechanical Equipment Energy Consumption and Efficiency Management System, which helps factories comply with energy reporting and achieve cost savings. The system has the following features:

  • TECOM's "CEm Energy Efficiency and Consumption Management System" utilizes new technologies such as smart sensors, cloud platforms, artificial intelligence, and machine learning to significantly enhance the "manual inspection" process of factory energy consumption and efficiency, saving labor hours.

  • Uniquely in the market, the system employs AI/ML calculations to determine energy consumption (Cx) and efficiency (Ex) indices, enabling early maintenance of equipment and substantial savings in electricity costs.

  • The system provides multiple differentiated functions, such as data interruption retransmission and direct connection between mobile phones and on-site gateways, ensuring no data loss and offering expert-level control.

  • While the Energy Bureau's requirements focus on energy consumption and efficiency measurement and reporting, our Cx and Ex indices encourage property owners to improve the operational efficiency of their equipment, reduce inefficient electricity consumption, and conserve national power resources. This aligns with the deeper expectations of the Energy Bureau.

  • The system serves as an important indicator for factory ESG (Environmental, Social, and Governance) and facilitates the concrete implementation of ESG strategies in factories.

  • (10). MHEW (Machine Health & Electricity Waste management) refers to the management of motor health and electricity waste.

TECOM introduces the VB-800ML (KinBaoBiao) Vibration Measurement Gauge, which utilizes advanced vibration technology to estimate the electricity consumption percentage of motor systems (motor + load). This platform assists factory managers in controlling electricity consumption, providing a novel approach to achieve energy savings and reduce "hidden costs" in factories. The Motor DualProtection Consumption Management Platform offers specific energy-saving and emission-reduction functionalities:

  • Aging and deterioration of motor equipment lead to hidden electricity consumption and carbon waste, posing obstacles to the implementation of ESG policies.

  • TECOM's Motor Dual-Protection Consumption Management solution utilizes vibration technology to estimate the electricity consumption percentage of motors. This prompts factories to expedite maintenance and reduce electricity cost losses.

  • The electricity consumption percentage can be converted into excess carbon emissions in kilograms, providing a unique "quantitative" carbon reduction method that brings tangible benefits to ESG emission reduction initiatives and can potentially reduce carbon taxes.

  • By saving on electricity costs and reducing waste heat emissions, this platform offers dual benefits to both the company and the environment.

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  • (11) .CNm (Carbon Neutral Management) Platform:

  • TECOM offers a digital greenhouse gas inventory tool to assist enterprises in digitizing inventory, generating lists, and smoothly obtaining verification statements. However, to progressively reduce carbon emissions annually, companies need a carbon management mechanism. TECOM's CNm platform provides powerful, advanced, and user-friendly carbon management. The digital inventory tools seamlessly integrate into the CNm platform, allowing companies to immediately commence carbon management. Carbon management features include:

  • Situation room for visual information

  • Remote online review

  • Emission density trends

  • Identification and monitoring of hotspots

  • Setting emission reduction targets and monitoring completion

  • Excess emission alerts

  • IoT mobile APP

  • Emission prediction mechanism

(12) . EMS (Energy Management System) – Electricity Management

In an era of rising electricity prices, how enterprises can enhance energy efficiency, reduce energy consumption costs, and manage greenhouse gas emissions has become a crucial issue in pursuing sustainable development. The International Organization for Standardization (ISO) has established a systematic framework for energy management—ISO 50001, an international standard that guides organizations in improving energy performance, including energy efficiency, use, and consumption. Through a structured management approach, ISO 50001 aims to reduce GHG emissions, mitigate environmental impacts, enhance energy efficiency, and lower energy costs. TECOM’s ESG Management Platform – EMS Electricity Management Module is designed in full compliance with the ISO 50001 standard. It not only provides realtime energy measurement and analysis, but also includes features such as energy performance indicator (EnPI) management and energy baseline (EnB) establishment, assisting enterprises in obtaining ISO 50001 certification.

Key Features of the EMS Electricity Management Module:

  • Real-time data acquisition and analysis of energy usage.

  • Identification of key energy-consuming areas to prioritize efficiency improvements.

  • Set and manage energy baselines as reference points for performance comparison.

  • Track and compare short- and long-term energy consumption performance.

  • Tools for monitoring patterns, generating alerts, and diagnosing anomalies.

  • Automatically generate certification-ready documentation aligned with ISO 50001 .

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==> picture [488 x 640] intentionally omitted <==

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

2.Manufacturing Processes
IC
PROGRAMMING
MANUAL VISUAL
INSERTION INSPECTION
Wave
TOUCH-UP
Soldering
FUNCTION
ASSEMBLY
TEST
PACKING STOCK
----- End of picture text -----

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(3) Major Raw Materials’ Status of Supply

Major Raw Materials Main Source Status of Supply
IC and electronic components Domestic and foreign suppliers Good
Printed circuit board Domestic suppliers Good
Plastic components Domestic suppliers Good
Optical fibers Domestic and foreign suppliers Good
  • (4) The names of customers that accounted for more than 10% of total sales or purchases in any of the past two years, along with their sales or purchase amounts and percentages, and an explanation of the reasons for any changes in their levels

1.The names of suppliers that accounted for more than 10% of total purchases:

Unit: in thousand (NT$)

Up to the preceding quarter of the fiscal year Up to the preceding quarter of the fiscal year Up to the preceding quarter of the fiscal year Up to the preceding quarter of the fiscal year
Year 2023 Year 2024
2025
Percentage
of net sales
Percentage up to the
Relationsh Percentage Relations Relations
of annual preceding
Item Name Amount ip with the
Name
Amount of annual net
hip with
Name Amount hip with
net sales quarter of
issuer sales (%)] the issuer the issuer
(%) the current
fiscal year
(%)
1 A 49,350
12.52

None
A 62,650
20.52

None
A 13,488
14.63
None
2 B 21,437
5.44

None
B None B 10,203
11.06
3 Others
323,278

82.04

Others
242,626

79.48
Others 68,534
74.31
Export
394,065

100

Export
305,276

100
Export
92,225

100

Note: Due to different product sales combinations in each year, the amount of raw material costs may vary.

2.Customers accounting for over 10% of total sales:

Unit: in thousand (NT$)

Up to the preceding quarter of the fiscal year
Year 2023 Year 2024
2025
Percentage
of net sales
Percentage Percentage up to the
of annual of annual preceding
Item Name Amount Item Name Amount Item Name Amount Item
net sales net sales quarter of
(%) (%) the current
fiscal year
(%)
1 A A 67,022 10.6 None A 47,037 27.6 None
2 Others 804,032
100
Others
564,392

89.4
Others
123,094

72.4
Net
sales
amount
804,032
100
Net
sales
amoun
t
631,414
100
Net
sales
amoun
t
170,131
100

Note: Due to different product sales combinations in each year, the amount of sales may vary.

~81~

3.Employee Information for the Last Two Years and as of the Publication Date of this Annual Report.

As of April 30,
Year Year 2023 Year 2024
2025
Number of
Employees
Direct Employees 20 19 18

Indirect Employees
129 131 130

Total
149 150 148
Average Age 49.78 50.00 50.26
Average Length of Service 13.64 13.65 13.50
Educational
attainment
distribution
ratio
Master's
Degree or Above
22.82% 21.33% 21.62%
College
Degree
61.07% 64% 63.51%
High School
Diploma
14.09% 11.33% 12.84%
Below High School 2.01% 3.33% 2.03%

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4. Environmental Expenditure Information

  • (1) The total amount of losses (including compensation) and disposals due to environmental pollution incurred during the current fiscal year and up until the date of publication of the annual report: None

  • The Company does not generate significant pollutants during the manufacturing process, and we have not experienced any environmental losses due to pollution in the past two years. Additionally, we allocate a certain percentage of our monthly water bill to the Science Park Administration to facilitate their coordination of environmental protection matters.

  • (2) Explanation of future strategies (including improvement measures) and potential expenses: Continued efforts have been made to conduct environmental protection and occupational health and safety inspections, identifying and improving unsafe conditions within the premises. Regular training sessions on environmental protection and occupational health and safety have been conducted, along with emergency response drills and monitoring of the work environment. Employee health check-ups are conducted every two years, and on-site nursing personnel conduct monthly health evaluations for employees. These measures have effectively reduced workplace hazards and risks, preventing occupational accidents from occurring.

  • (3) Measures to protect the working environment and employees' personal safety:

  • Establishment of specialized units for occupational safety and health and environmental protection: In accordance with the "Regulations for the Management of Occupational Safety and Health," specialized units and occupational safety and health committees have been established, and the occupational safety and health committee is regularly convened every quarter to review and assess the effectiveness of continuous improvement, with the goal of achieving a zero-accident workplace. In terms of environmental management, executing and reporting on environmental management related operations in compliance with the law, implementing resource recycling and reuse operations.

  • Regular environmental protection and occupational safety and health education and training: New and existing employees are provided with occupational safety and health education and training in accordance with regulatory requirements. Employees who handle organic solvents or waste are required to attend education and training courses. Employees who operate dangerous machinery or equipment must be trained and licensed before being allowed to operate them, such as forklifts and X-rays. Regular refresher training is also provided to enhance employee awareness of safety and environmental protection.

  • Workplace safety:

    • An automatic inspection plan is established in accordance with occupational safety and health regulations to conduct various operation checks on a daily, weekly, monthly, quarterly, semi-annual, and annual basis.
  • Operation environment monitoring:

    • In accordance with the "Implementation Measures for Occupational Environmental Monitoring," chemical factor operation environment monitoring is conducted every six months, including monitoring of carbon dioxide and organic solvents. Local exhaust equipment and lighting and illumination are inspected annually, and qualified operation environment monitoring agencies are commissioned to conduct regular monitoring in accordance with legal requirements. Currently, YuDa Technology Consulting Co., Ltd. is responsible for operation environment monitoring, and the results from 2023 to 2024 years are all qualified, to ensure that the workplace meets regulatory requirements and protects the health of employees.
  • Regularly conducting fire emergency response education and training: Emergency response training is conducted every six months in accordance with regulatory requirements, and emergency response team members provide education and training for seed learners in each department.

  • Health care and management:

    • The health of employees is The Company's greatest asset. The Company also implements health checks for general and special hazardous operations in accordance with the "Regulations for Health Protection of Workers," publishes health information, promotes health promotion activities, and provides on-site nursing staff and doctors to provide health education services and health information for employees, continuously promoting employee self-health management and providing a safe and comfortable working environment.

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5. Labor Relations

  • (1) Employee benefits, education and training, retirement system, and the implementation of agreements and measures for employee rights protection:

  • Employee benefits: In addition to complying with labor laws and related regulations, The Company offers group comprehensive insurance, regular health checkups, emergency loans for employees, and education and training subsidies to enable employees to focus on their work. We have also established a staff welfare committee, which provides various subsidies for employees' weddings, funerals, illnesses, and childbirths, as well as a library and wellequipped fitness equipment. Furthermore, we regularly organize travel and social activities to promote employee well-being and strengthen their relationships. These benefits have been well-received by our employees since their implementation.

  • Retirement system: In November 1986, The Company established a labor retirement fund reserve account with the Central Trust of China, allocating 2% of the total salary each month. The application and payment standards and methods for retirement benefits comply with the regulations stipulated in the Labor Standards Act.

    • Starting from 1995, we have also engaged a qualified actuary to conduct actuarial evaluations of our retirement benefits, following the 18th Retirement Benefits Gazette.
  • Agreements and measures for employee rights protection: None.

  • (2) List the losses suffered in the recent year and up to the date of publication of the annual report due to labor disputes, and disclose the estimated amount and response measures for current and future possible occurrences, if any: None.

6. Information Security Management

  • (1) Describe the framework for managing information security risks, the information security policy, specific management plans, and resources invested in information security management:

  • Information Security Management Framework: To ensure information security and protect the interests of The Company and stakeholders, the General Manager serves as the overall person in charge of information security operations and oversees information security policies and governance-related matters. A "Information Security Processing Team" has been established, composed of representatives from the Information Department and various departments, to carry out relevant information security work.

  • Information Security Policy: In accordance with the "Guidelines for Public Companies to Establish Internal Control Systems" Article 9, The Company has formulated regulations on computer information security.

  • Specific Management Plans: The "Information Technology Committee" is held annually to review and promote information security and information protection policies and guidelines, and to ensure the effectiveness of information security management measures.

  • Resources Invested in Information Security Management: Due to the constant emergence of new methods of cybercrime and frequent incidents of network and ransomware attacks in recent years, The Company has deployed corresponding information security equipment and personnel to respond to such threats. In the future, The Company will continue to strengthen its investment in information security.

  • (2) Disclosure of Losses, Potential Impact, and Response Measures due to Significant Cybersecurity Incidents in the Current and Previous Fiscal Year up to the Date of Publication of the Annual Report, and an Explanation of the Inability to Reasonably Estimate If Applicable: None

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7. Im ortant Contracts p

Contract
Parties involved Contract Start and Ending Dates Major Content Restrictive clauses
Type
Land lease
agreement
Science
Industrial Park
Administration
01.20.200812.31.2027 Leasing of factory
premises and land
from the
administration
Restricted to use for
specific business
purposes.
Credit
agreement
CTBC Bank 09.30.2024~09.30.2025 Enhance operating
capital and
strengthen financial
structure
Improve financial
structure and increase
short-term debt
repayment ability.
Credit
agreement
Mega
International
Commercial
Bank
07.01. 2024~06.30.2025 Enhance operating
capital and
strengthen financial
structure
Improve financial
structure and increase
short-term debt
repayment ability.
Credit
agreement
SUNNY BANK 1.20.2025~1.20.2028 Enhance operating
capital and
strengthen financial
structure
Improve financial
structure and increase
short-term debt
repayment ability.
Credit
agreement
Taiwan
Cooperative
Bank
1.21.2025~1.17.2026 Enhance operating
capital and
strengthen financial
structure
Improve financial
structure and increase
short-term debt
repayment ability.
Credit
agreement
UNION BANK
OF TAIWAN
11.15.2024.-11.15.2025 Enhance operating
capital and
strengthen financial
structure
Improve financial
structure and increase
short-term debt
repayment ability.
Credit
agreement
Hua Nan Bank 1.21.2025.-7.21.2025 Enhance operating
capital and
strengthen financial
structure
Improve financial
structure and increase
short-term debt
repayment ability.
Factory Lease
Contracts

Wistron
Corporation
9.1.2023-8.31.2028 Factory Lease Restricted to use for
specific business
purposes.
Procurement
contract
TECO Electric
& Machinery
Co., Ltd and
other companies
The contract period is one year, but if
either party fails to provide written notice
to the other party of termination or
renegotiation before 30 days prior to the
expiration date, the contract will be
automatically extended for one year. The
same conditions apply for subsequent
extensions.
Regulations on
rights and
obligations
regarding
manufacturing and
supplying materials
None
Distribution
agreement
The contract period is one year, but either
party may renew the contract under the
same conditions with the mutual
agreement of both parties, provided that
the request for renewal is made three
months prior to the expiration date.
Regulations on
rights and
obligations
regarding the sale
and purchase of
products such as
smart home systems,
centralized user
exchange
equipment, user-side
exchange systems,
smart mobile
communication
systems, and
wireless
communication
devices.


None
Shanghai
TECO Electric
& Machinery
Co., Ltd and
other companies

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VI. Review and Analysis of Financial Status and Business Results and Risk Issue

1.Financial Status

VI. Review and Analysis of Financial Status and Business
Results and Risk Issue
1.Financial Status
VI. Review and Analysis of Financial Status and Business
Results and Risk Issue
1.Financial Status
VI. Review and Analysis of Financial Status and Business
Results and Risk Issue
1.Financial Status
VI. Review and Analysis of Financial Status and Business
Results and Risk Issue
1.Financial Status
VI. Review and Analysis of Financial Status and Business
Results and Risk Issue
1.Financial Status
Unit: in thousand(NT$)
Year Difference
Item Year 2024 Year 2023 Amount %
Current assets 656,666 728,603 (71,937) (9.87)
Non-current assets 636,170 671,631 (35,461)
(5.28)
Total assets 1,292,836 1,400,234 (107,398) (7.67)
Current liabilities 646,008 707,924 (61,916) (8.75)
Non-current liabilities 205,749 227,642 (21,893)
(9.62)
Total liabilities 851,757 935,566 (83,809) (8.96)
Share Capital 302,719 302,719 0 0.00
Capital reserve 6,237 6,237 0 0.00
Retained earnings (106,875) (116,306) 9,431
(8.11)
Other interests 11,027
26,781

(15,754)
(58.83)
Treasuryshares (13,812) (13,812) 0 0.00
Interests attributable to parent 199,296 205,619 (6,323) (3.08)
Non-controllinginterests 241,783 259,049 (17,266) (6.67)
Total equity 441,079 464,668 (23,589) (5.08)
Explanation of Changes
1. Decrease in Assets: The decrease is primarily due to the disposal of financial assets measured at amortized
cost to repay liabilities.
2. Decrease in Liabilities: The decrease is primarily due to the repayment of liabilities through the disposal of
financial assets measured at amortized cost.3. Decrease in Equity: The decrease is primarily due to the net
operating loss for the year and dividend distributions by subsidiaries, resulting in a decrease in equity
compared to the previous year.

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2. Financial Performance

Unit: in thousand ( NT $)

Year Increase
Item Year 2024 Year 2023 (Decrease) Changes Ratio%
Amount
Operating Revenue 631,414 804,032 (172,618) (21.47)
Operating costs 440,595 595,026 (154,431) (25.95)
Gross Profit 190,819 209,006 (18,187) (8.70)
Non-operating income and expenses
5,471
7,526 (2,055) (27.31)
Profit Before Income Tax (16,963) (14,409) (2,554) 17.73
Current income tax expense 115
(5,782)
5,897 (101.99)
Net income (Loss) for the period (16,848) (20,191) 3,343 (16.56)
Comprehensive Income (Loss) for
theperiod

(8,477)
10,468 (18,945) (180.98)
1. Analysis of Changes in Income and Expenditure:
(1) Decrease in Gross Profit: Primarily due to the impact of the global economy, which led to weakened
demand for indoor optical cable export orders and reduced sales of outsourced
products, resulting in a decline in operating revenue and gross profit compared to the
previous year.
(2) Net income (Loss) for the Period: This year’s net loss was mainly due to the decline in operating revenue
and gross profit compared to the previous year, as well as a decrease in non-operating
income.
(3) Comprehensive Income (Loss) for the Period: Although the loss for the year narrowed, the valuation gains
from investment targets were lower than those in the previous year, resulting in a
decrease in comprehensive income compared to the same period last year.
2.Expected sales volume and basis, possible effect on the company's finance and business in the future,
and counter plan:
Given the industrial environment and supply and demand on the market, plus business development, status
of orders reception, and recent operating status, revenues of various business items are expected to keep
growing steady in the coming one year.

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3.Cash Flow

  • (1) Analysis and explanation of changes in cash flow in the past years and plan for improving liquidity shortage:

Unit: in thousand ( NT $)

Net cash (used
in) provided by
investing and
financing
activities for the
year
Remedies for cash deficiency, Remedies for cash deficiency,
Net cash
provided by Net cash
Beginning cash
balance
operating (outflow) inflow
Investment Plan Financial Plan
activities for the for the year
year
143,638 53,410 28,436 81,846 - -
1. Analysis of Changes in Cash Flow for the Current Year:
1 Operating Activities: The net cash inflow from operating activities was primarily due to a decrease in
accounts receivable and inventory reduction during the period.
2 Investing Activities: The net cash inflow from investing activities was mainly attributable to the proceeds
from the sale of financial assets measured at amortized cost.
3 Financing Activities: The repayment of bank borrowings led to a net cash outflow from financing
activities.
2.Remedial Measures for Insufficient Cash and Liquidity Analysis:
(1)Remedial Measures for Insufficient Cash: Not applicable.
Year

Year 2024
Year 2023 Increase (Decrease) Ratio
Item
Cash flow ratio 8.27 7.27 13.76%
Cash flow adequacy ratio 120.99 97.47 24.13%
Cash reinvestment ratio 8.61 4.42 94.80%
Analysis of changes in percentage:
The increase in the cash flow adequacy ratio was primarily due to the growth in net cash flows from
operatingactivities over thepast fiveyears.

(2) Analysis of Cash Liquidity for the Next Year

  1. Operating activities: It is expected that the domestic and international economic situation will gradually recover. However, the global consumer market is still uncertain, and business operations still need to be evaluated cautiously. Nevertheless, new business opportunities created by new market changes and continued control of various expenditures are expected to result in net cash inflows from operating activities.

  2. Investing activities: Non-core investment projects will continue to be reviewed, and if necessary, appropriate disposal will be made to inject funds into core business investments. It is expected that investing activities will result in net cash inflows.

  3. Financing activities: Continuously use cash inflows from core business and self-owned funds to expand core business and repay loans. It is expected that financing activities will result in net cash outflows.

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  1. Impact of Major Capital Expenditure in the Past Year on the Financial: None

5. Re-investment Policy in the Past Year, the Main Reason for Its Profit or Loss, the Improvement Plan and Investment Plan in the Next Year:

  • (1) Re-investment Policy in the Past Year:

The Company's re-investment policy has always focused on investing in the communicationrelated industry to complement our core business.

  • (2) the Main Reason for Its Profit or Loss, the Improvement Plan:

  • In the future, we will continue to strive for the growth of our core business, and the reinvestment policy will focus on upstream and downstream integration in line with product trends. The Company will continue to supervise and assist its subsidiaries to accelerate the improvement of profitability. In the future, we will also adjust our product strategy in a timely manner to enhance investment efficiency in response to the overall market trends.

  • (3) Investment Plan in the Next Year:

In the next year, our re-investment policy will adopt more rigorous evaluation criteria to create the greatest benefit for our shareholders.

  1. Review and Analysis of Risk Issues in the Past Year and as of the Date of Publication of the Annual Report

1. Impact of Interest Rate Fluctuations on the Company’s Profit/Loss and Future

Countermeasures

In fiscal year 2024, the Company’s financial costs amounted to NT$17,023 thousand, primarily consisting of interest expenses on bank loans, representing 2.7% of the annual operating revenue. Adhering to the principles of safety and prudence, the Company will continue to monitor interest rate trends and, under the premise of improving its financial structure and mitigating interest rate risks, will carefully determine financing methods to secure more favorable rates and reduce potential operational risks arising from interest rate fluctuations.

2. Impact of Exchange Rate Fluctuations on the Company’s Profit/Loss and Future Countermeasures

As the Company’s operations are primarily focused on the domestic market, exchange rate fluctuations have minimal impact on the Company.

3. Impact of Inflation on the Company’s Profit/Loss and Future Countermeasures

As the Company’s products are not sold directly to general consumers, inflation has no immediate or direct impact on its operations. Historically, the Company’s profit and loss have not been significantly affected by inflation. Going forward, the Company will continue to closely monitor market price fluctuations. Should inflation drive an increase in procurement costs, the Company will make appropriate adjustments to sales prices and maintain close oversight of supplier pricing to mitigate the potential risks of cost fluctuations on profitability.

  • (2) Policies related to high-risk, high-leverage investments, lending to others, endorsements and guarantees, and derivative transactions, as well as the main reasons for profit or loss and future response measures:

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The Company does not engage in high-risk or high-leverage investments. With regard to lending funds to others and endorsement guarantee transactions, The Company has established related regulations such as the "Endorsement Guarantee Operation Procedure," "Funds Lending to Others Operation Procedure," and "Acquisition or Disposition of Assets Processing Procedure." Derivative financial product transactions are all used to avoid the risk of foreign currency asset and liability exchange rate fluctuations. In summary, in order to ensure asset security, The Company does not engage in high-risk behaviors, and there are no significant profits or losses.

  • (3) Future research and development plans and expected R&D expenses: The Company has detailed planning and progress tracking for the development progress, research and development expenses, expected mass production time, and achievement of goals for each research and development project. For the expected research and development expenses for the year 2025, please refer to page 65 of this annual report.

  • (4)Impact of important domestic and international policies and legal changes on The Company's financial business and response measures:

  • The Company closely monitors and understands policies and laws that may affect The Company's operations and adjusts The Company's relevant systems accordingly. During the past year and until the date of publication of this annual report, changes in relevant laws and regulations have not had a significant impact on The Company's operations.

  • (5) Impact of technological changes (including information security risks) and industry changes on The Company's financial business and response measures: The Company closely monitors technological developments within its industry, keeps abreast of market trends, and evaluates their potential impact on its operations. As of the publication date of this annual report, technological changes (including information security risks) and industry shifts have not had any material impact on the Company’s operations..

  • (6) Impact of changes in corporate image on crisis management and response measures: None.

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

  • (8) Expected benefits, potential risks, and response measures related to expanding the factory: None.

  • (9) Risks and response measures related to concentration in purchasing or sales: The Company continues to strive towards diversifying its market customers in order to expand market share and revenue.

  • (10) Impact, risks, and response measures related to the transfer or replacement of the substantial shareholdings or change in ownership of The Company's directors or shareholders holding more than 10% of the shares:

    • There has been no large-scale transfer or replacement of shareholding by the directors or major shareholders of The Company in the past year.
  • (11) Impact, risks, and response measures related to changes in The Company's management rights: None.

  • (12) Major lawsuits or non-litigation events involving The Company, directors, general managers, substantial responsible persons, major shareholders with a shareholding exceeding 10%, and subsidiary companies that have been

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determined by a final judgment or are still pending and may have a significant impact on shareholder equity or security prices. The disputed facts, subject matter amount, lawsuit commencement date, major parties involved in the litigation, and handling status as of the date of the annual report should be disclosed: None.

  • (13) Other significant risks and response measures:

TECOM has established an appropriate network and computer security protection system to protect its important information assets and enterprise operation systems from illegal intrusion or attacks. However, in extreme cases, it is still possible to cause potential system damage, data loss, and even production line shutdown due to malicious attacks such as hackers, Trojans, viruses, worms, network paralysis, and encryption ransomware. TECOM cannot guarantee perfect defense against various new types of attacks and hacker tactics but will try its best to ensure the effectiveness of various security measures. As of the end of the year of 2024 and the date of publication of the annual report, TECOM has not discovered any significant network attacks or hacker ransom events that have had or will have a significant adverse impact on The Company's business and operations, nor has it been involved in any related legal cases or regulatory investigations.

7. Other important matters: None

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VII. Special notes

1. Information about The Company’s Affiliates

Please refer to the Market Observation Post System (MOPS) at https://mops.twse.com.tw > Individual Company > Electronic Document Download > Related Party Transaction Statements Section. Enter the company code to search for information related to affiliated enterprises

  1. Private Placement of Securities in the Past Year and as of the Date of Publication of the Annual Report : Please refer to Page 94~95.

3. Other Necessary Supplementary Notes: None

  1. Matters in the Past Year and as of the Date of Publication of the Annual Report Which Have a Substantial Impact on Owner’s Equity as Stipulated in Item 3, Paragraph 2 of Article 36 of the Securities Exchange Law: None

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2.Private Placement of Securities in the Past Year and as of the Date of Publication of the Annual Report

Item Private Placement of Convertible Preferred Shares in 2012
Issue date: November 1,2012
Private Placement of Convertible Preferred Shares in 2012
Issue date: November 1,2012
Private Placement of Convertible Preferred Shares in 2012
Issue date: November 1,2012
Private Placement of Convertible Preferred Shares in 2012
Issue date: November 1,2012
Private Placement of Convertible Preferred Shares in 2012
Issue date: November 1,2012
Type ofprivateplacement securities Convertible Preferred Shares
Date of approval by the shareholders meeting and
amount approved
Approval date: October 12, 2012 Number of shares: Up to 625,000,000 shares
Basis and rationality of the price setting (1)The pricing of this private placement of convertible preferred shares was set at no less than 80% of the theoretical price. The theoretical price was calculated
using an appropriate pricing model that takes into account all rights included in the offering terms. Any rights that were not taken into account in the model
should be excluded from the offering terms. The actual pricing and date of the private placement shall be authorized by the Board of Directors within the
range of the percentage approved by the shareholders' meeting in the future based on specific circumstances.
(2)In accordance with the Securities Exchange Law and the "Notes for Public Companies Conducting Private Placement of Securities," the pricing of this
private placement of convertible preferred shares at no less than 80% of the theoretical price should be considered reasonable. However, due to recent
closing prices in the centralized trading market not exceeding the face value, the price of the private placement of convertible preferred shares may be lower
than the face value. If the future private placement price is lower than the face value, the impact on shareholders' equity would be the accumulation of losses
resulting from the difference between the private placement price and the face value, which will be eliminated based on The Company's future operating
results.
Method of selection ofqualifiedpersons This offeringis conducted in compliance with Article 43-6 of the Securities Exchange Law.
Reason for necessity of private placement (1)Reason for not adopting a public offering: In consideration of the timeliness and feasibility of raising capital in the capital market, we intend to raise funds
through a private placement to specific individuals.
(2)Amount of the private placement: Within the quota of 625,000,000 shares, to be conducted once within one year from the date of the shareholders' meeting.
(3)Intended use of the private placement proceeds and expected benefits: The private placement proceeds will be used to improve the financial structure and
increase operatingcapital to cope with changes in future economic conditions,businessgrowth needs,and to enhance The Company's competitiveness.
Sharepayment completion date October 31,2012
Information on the places Counterparty of the private
placement
Qualifications Subscription Quantity Relationship with The Company Participation in Company
Operations
TECO Electric & Machinery
Co., Ltd
Meet the requirements of Article 43-6,
paragraph 1, subparagraph 3 of the
Securities Exchange Law
320,000,000
Hold at least 10% of The Company's
shares as a corporate director or
shareholder.
None
Liu, Chao-Kai Meet the requirements of Article 43-6,
paragraph 1, subparagraph 3 of the
Securities Exchange Law
13,333,350 The Company's responsible
person
The Company's
responsible person
Actual subscription(or conversion) price NT$1.5per share
Difference between actual subscription (or
conversion) price and referenceprice
Not Applicable
Impacts of private placement on shareholders'
equity (for example,increase of cumulative losses)
Accumulated Losses Increased
Fund utilization of private placement and project
implementationprogress
Completed in the third quarter of 2013
Privateplacement benefits To enhance workingcapital and improve financial structure.

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Item Private Placement of Convertible Preferred Shares in 2021
Issuance Date: November 17,2021
Private Placement of Convertible Preferred Shares in 2021
Issuance Date: November 17,2021
Private Placement of Convertible Preferred Shares in 2021
Issuance Date: November 17,2021
Private Placement of Convertible Preferred Shares in 2021
Issuance Date: November 17,2021
Private Placement of Convertible Preferred Shares in 2021
Issuance Date: November 17,2021
Type ofprivateplacement securities UnsecuredCorporate Bonds
Date of approval by the Board of
Directors and amount approved
Approval Date: November 3, 2021 Total Issuance Amount: NT$133,000 thousand dollars
Basis and rationality of the price
setting
Not Applicable
Method of selection of qualified
persons
This offering is conducted in compliance with Article 43-6 of the Securities Exchange Law.
Reason for necessity of private
placement
(1)Reasons for not using public offering: Due to The Company's accumulated losses, public offering is not feasible. Considering
the timing and feasibility of capital market fundraising, The Company intends to raise funds through private placement to
specific individuals.
(2)Private placement amount: The total issuance amount is NT$133,000 million.
(3)Intended use of funds and expected benefits of private placement: The funds raised through private placement will be used to
improve The Company's financial structure and to enhance operating capital, in order to respond to future changes in economic
conditions,businessgrowth needs,and to increase TheCompany's competitiveness.
Sharepayment completion date November 17,2021
Information on the places Private Placement
Recipients
Qualification
Requirements:
Subscription
Quantity
Relationship with The Company Participation in
Company Operations
BAYCOM OPTO-
ELECTRONICS
TECHNOLOGY
CO.,LTD.
Qualified party under
Article 43-6 of the
Securities Exchange
Law
133,000,000 A subsidiary of The Company. None
Actual subscription (or conversion)
price
Not Applicable
Difference between actual
subscription (or conversion) price
and referenceprice
Not Applicable
Impacts of private placement on
shareholders' equity (for example,
increase of cumulative losses)
None
Fund utilization of private placement
andproject implementationprogress
Completed in the fourth quarter of 2021
Privateplacement benefits To enhanceworkingcapital and improve financial structure.

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