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TNC — Annual Report 2025
May 22, 2026
52171_rns_2026-05-22_8fe43083-2e8c-4a68-a5eb-c383e510617a.pdf
Annual Report
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Stock Code: 2617

Taiwan Navigation Co., Ltd.
2025 Annual Report
Printed on May 10, 2026
Notice to readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Taiwan Stock Exchange Market Observation Post System : http://mops.twse.com.tw
Company Website : : https://www.taiwanline.com.tw
- Contact information of the Spokesperson and Deputy Spokesperson :
Spokesperson
Name : Chen, Chien-Chou
Title : Acting President
Tel : (02)2394-1769#803
E-mail : [email protected]
Deputy Spokesperson
Name : Lu, Chung-Hsing
Title : Executive Vice President
Tel : (02) 2394-1769#805
E-mail : [email protected]
- Contact Information of the Head Office and Branch Office
Head office
Add : No.29, sec 2, Chi Nan Rd., Taipei City,(100) Taiwan (R.O.C.)
Tel : 886-2-2394-1769(Rep.)
Kaohsiung Branch
Add : No.5, Jiexing 1st St., Kaohsiung City,(804) Taiwan (R.O.C.)
Tel : 886-7-561-9700
- Share Transfer Agency :
Name : The Registrar & Transfer Agency Department, Yuanta Securities Co., Ltd.
Add : B1, No. 67, Sec. 2, Dunhua S. Rd., Da-an Dist., Taipei City 106, Taiwan (R.O.C.)
Website : https://www.yuanta.com.tw/eYuanta/agent
Tel : 886-2-2586-5859
- Contact information of the Certified Public Accountants for the Lastest Financial Report :
Auditors : Wong, Ya-Ling and Hsin, You-Cheng
Accounting Firm : Deloitte Touche Tohmatsu Limited (Taipei, Taiwan)
Add : 20F, No. 100, Songren Rd., Taipei City, (110) Taiwan (R.O.C.)
Website : www.deloitte.com.tw
Tel : (02)2545-9988
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Overseas Trade Places for Listed Negotiable Securities : None.
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Company Website : https://www.taiwanline.com.tw
Table of Contents
I. Letter to Shareholders ... - 7 -
II. Corporate Governance Report ... - 10 -
2.1. Board Members and Management Team ... - 10 -
2.2 Implementation of Corporate Governance ... - 24 -
2.3 Audit Fee ... - 65 -
2.4 Replacement of CPA ... - 65 -
2.5 The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, and Managers in Charge of its Finance and Accounting Operations Has in the Most Recent Year Held any Positions at TNC’s Independent Auditing Firm or its Affiliates Enterprise: None. ... - 65 -
2.6 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders ... - 66 -
2.7 Relationship among the Top Ten Shareholders ... - 67 -
2.8 Ownership of Shares in Affiliated Enterprises ... - 67 -
2.9 Manager’s Training Records Information in 2025 ... - 68 -
2.10 Continuing Education and Training ... - 72 -
2.11 Directors’ and Supervisors’ Training Records in 2025 ... - 72 -
III. Capital Overview ... - 74 -
3.1 Capital and Shares ... - 74 -
3.2 Issuance of Corporate Bonds ... - 77 -
3.3 Issuance of Preferred Stock: None ... - 77 -
3.4 Issuance of Overseas Depositary Receipt: None ... - 77 -
3.5 Issuance of Employee Stock Options: None ... - 77 -
3.6 Issuance of New Restricted Employee Shares: None ... - 77 -
3.7 Merger and Acquisitions or Stock Shares Transferred with New Stock Shares Issued: None ... - 77 -
3.8 Financing Plans and Implementation: None ... - 77 -
IV. Operation Overview ... - 78 -
4.1 The Business Contents ... - 78 -
4.2 Market and Sales Overview ... - 80 -
4.3 Human Resources in Last Two Years and Data as of End Data on Mar 31, 2026 ... - 83 -
4.4 Information of Expenditure on Environmental Protection ... - 83 -
4.5 Labor Relations ... - 84 -
4.6 Significant Contracts ... - 86 -
4.7 Information and Communications security management ... - 86 -
V. Review of Financial Conditions, Financial Performance, and Risk Management ... - 88 -
5.1 Analysis of Consolidated Financial Status ... - 88 -
5.2 Analysis of Consolidated Financial Performance ... - 88 -
5.3 Analysis of Cash Flow ... - 89 -
5.4 Impacts on Financial Operations of Major Capital Expenditure Items ... - 90 -
5.5 Investment Policy for the Recent Year, Main Reasons for the Profits/Losses Generated Thereby, the Plan for Improving Investment Profitability, and Investment Plans for the
Coming Year. - 90 -
5.6 Risk Assessment - 90 -
VI. Special Disclosure - 93 -
6.1 Summary of Affiliated Companies - 93 -
6.2 The Most Recent Fiscal Year and Up to the Date of this Annual Report Printed, Private Placement Securities : None. - 96 -
6.3 The Most Recent Fiscal Year and Up to the Date of this Annual Report Printed, Subsidiary Companies Holding or Disposal of the Company's Stock List: None. - 96 -
6.4 Other Supplementary Information: None. - 96 -
6.5 Matters according to the Article 36.3.2 of the Securities and Exchange Act of Taiwan in the Most Recent Year and Up to the Date of Printing of this Annual Report which have Significant Impact to Shareholders' Equity or Stock Price: None. - 96 -
I. Letter to Shareholders
Over the past year, the global political and economic environment has become increasingly volatile due to the impact of the U.S. Trump administration's economic and tariff policies, compounded by the ongoing Russia-Ukraine war and tensions in the Middle East. As the dry bulk shipping market is closely tied to the global economy, it has been deeply affected by these developments. In recent years, the competition between the U.S. and China for global leadership has extended beyond high-tech and defense industries to the shipping sector. Although the two nations suspended the mutual imposition of vessel port fees for one year, the outlook for the second half of the year remains unpredictable. Fortunately, our company's bulk carriers are all built in Japan, which should mitigate future risks from these disputes.
Our company operated a total of 36 vessels in 2025, consisting of 33 owned and 3 managed vessels. This year, two 40,000-DWT bulk carriers were delivered in April and May, bringing our bulk fleet to 23 vessels with an average age of approximately 6 years. Currently, two additional 60,000-DWT bulkers are under construction in Japan, scheduled for delivery in the third and fourth quarters of 2028.
The 2025 global dry bulk freight market experienced dramatic fluctuations. In the first half of the year, rates remained sluggish, continuing the downward trend from the previous year's fourth quarter. This was primarily due to: 1) High iron ore inventories in China and a weak real estate market leading to a decline in steel and raw material shipments, which pressured Capesize rates; and 2) Uncertainty in global manufacturing and investment caused by the Trump administration's tariff policies, which dampened demand for commodities. However, rates rebounded sharply in the second half of the year due to the factors as following: 1) Tariff negotiations between the U.S. and its major trading partners were largely finalized, reducing investment uncertainty; 2) Amid U.S.-China trade tensions, China front-loaded soy imports from Brazil, coinciding with a record-high Brazilian harvest that extended exports into the third quarter; and 3) Indonesia lifted coal export price controls in July, leading to a surge in imports as Chinese domestic coal production decreased. While freight rates for all vessel types rose by more than 50% compared to the first half, the annual average remained approximately 8% lower than the previous year. Our company's chartering strategy—employing a mix of fixed rates, index-linked floating rates, and semi-floating rates with floors and ceilings—effectively buffers us against market volatility and ensures steady profitability.
- 7 -
Supply of Vessel Tonnage
In terms of vessel supply, the global dry bulk capacity (measured in deadweight tons, DWT) saw a net increase of 3.0% in 2025, consistent with the growth rate of the previous year. Although the number of newbuilds increased slightly, the 8% year-on-year decline in average freight rates incentivized shipowners to accelerate scrapping. In 2025, scrapped tonnage reached 4.7 million DWT, a 24% increase from the prior year, effectively stabilizing the overall growth rate of the dry bulk fleet.
Economic Growth and Dry Bulk Demand
In mid-April, the IMF projected a 3.1% global economic growth rate for 2026, a 0.2% downward revision from its January estimate. This adjustment is primarily attributed to surging oil prices and heightened inflation resulting from the conflict between the U.S. and Iran in the Middle East. While trade policy uncertainty and geopolitical risks pose downward pressures, the expansion of AI investment, fiscal and monetary policy support, and a loosening financial environment provide a solid cushion, with North America and Asia performing particularly well. However, market volatility could still be triggered if AI productivity gains fall short of expectations or if high debt levels push up interest rates.
Regarding China, the economy in 2025 relied heavily on exports and manufacturing due to weak domestic demand and a sluggish real estate market. Efforts to phase out inefficient production capacity impacted demand for steel and cement. These strategies are expected to continue into 2026, with domestic recovery remaining limited and a continued focus on external demand and overseas investment. As the world's largest dry bulk importer, China's steady imports of iron ore and bauxite will continue to support shipping demand—particularly for Capesize and Panamax vessels—though its coal self-sufficiency remains a key variable.
In India and Southeast Asia, India is benefiting from rapid industrialization; the expansion of its steel industry is expected to drive imports of minerals and raw materials. Southeast Asia is seeing sustained growth in demand for construction materials and grains, fueled by tech investments and regional trade. In the Black Sea, uncertainty persists, but any de-escalation would stimulate trade recovery and infrastructure reconstruction demand. Overall, the global dry bulk market will be shaped by the growth of emerging markets and China's structural adjustments.
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International Situation
The military conflict between the U.S./Israel, and Iran has resulted in a de facto blockade of the Strait of Hormuz as of mid-April. This has caused war risk insurance premiums in the Persian Gulf to skyrocket and led to a sharp increase in oil prices. For the dry bulk sector, the short-term impact includes reduced capacity due to vessels being trapped in the Gulf and the rerouting of shipments. Furthermore, high oil prices may prompt countries to increase coal-fired power generation, boosting coal import volumes—both of which are favorable for freight rates. However, in the long term, if peace talks fail and the conflict lingers, demand for dry bulk commodities may decline, as the region is a key area for grain imports and fertilizer/mineral exports. Additionally, sustained high oil prices could dampen global economic growth, which would be unfavorable for freight rates.
Outlook for the Coming Year
Looking ahead, our company will continue to operate our 23 owned dry bulk vessels through a combination of long-term and short-term time charters. In our managed vessel business, we currently manage three tankers for CPC Corporation, Taiwan. Our harbor tug services remain highly profitable, with the "Tai Chin 2" series serving CPC's LNG terminal at Taichung Port and the "Tai Chin 3" series operating under a 25-year long-term service contract at CPC's Kwantung Industrial Port. In our passenger shipping business, the "Penghu" vessel's 2025 performance showed a slight increase in revenue over the previous year and a significant improvement compared to the retired "Tai Hwa" ferry.
We would like to express our deepest gratitude to all shareholders for your long-standing trust and support. It is through your encouragement that we were able to maintain profitability last year. We will continue to expand our business and enhance management efficiency to create greater value for all our shareholders.
Liu, Wen-Ching
Chairman
II. Corporate Governance Report
2.1. Board Members and Management Team
2.1.1 Information Regarding Board Members
Date: Apr 13,2026
| Title | Nationality/ Place of Incorporation | Name | Gender Age | Date Elected | Term (Years) | Date First Elected | Shareholding when Elected | Current Shareholding | Spouse & Minor Shareholding | Shareholding by Nominee Arrangement | Experience (Education) | Other Position | Executives and Directors Who are Spouses or within Two Degrees of Kinship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||
| Chairman | R.O.C. | MOTC Representative: Liu, Wen-Ching | Male 71-80 | Jun.11, 2024 | 3 | Jun.26, 2006 | 110,436,379 | 26.46 | 110,436,379 | 26.46 | 0 | 0 | 0 |
| Jun.11, 2024 | Sep.19, 2016 | 0 | 0 | 0 | 0 | 295,000 | 0.07 | 0 | 0 | ||||
| Director | R.O.C. | MOTC Representative: (To Be Determined) | Jun.11, 2024 | 3 | Jun.26, 2006 | 110,436,379 | 26.46 | 110,436,379 | 26.46 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| Director | R.O.C. | MOTC Representative: Lu, Jin-Long | Male 51-60 | Jun.11, 2024 | 1 | Jun.26, 2006 | 110,436,379 | 26.46 | 110,436,379 | 26.46 | 0 | 0 | 0 |
| Jun.11, 2024 | Jun.11, 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Director | R.O.C. | MOTC Representative: Liao,Yu-Qing | Female 41-50 | Jun.11, 2024 | 1 | Jun.26, 2006 | 110,436,379 | 26.46 | 110,436,379 | 26.46 | 0 | 0 | 0 |
| Jun.11, 2024 | Jun.11, 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Director | R.O.C. | Yang Ming Marine Transport Corp. Representative: Yeh, Wen-Chung | Male 51-60 | Jun.11, 2024 | 2 | Jul.12, 2021 | 70,793,243 | 16.96 | 70,793,243 | 16.96 | 0 | 0 | 0 |
| Jun.11, 2024 | Feb 10, 2026 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Director | R.O.C. | Yang Ming Marine Transport Corp. Representative: Lee, Shin-Min | Male 61-70 | Jun.11, 2024 | 1 | Jul.12, 2021 | 70,793,243 | 16.96 | 70,793,243 | 16.96 | 0 | 0 | 0 |
| Jun.11, 2024 | Jul.12, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Independent Director | R.O.C. | Wang, Chin-San | Male 71-80 | Jun.11, 2024 | 4 | Jun.22, 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Independent Director | R.O.C. | Lu, Shih-Tong | Male 61-70 | Jun.11, 2024 | 3 | Jun.26, 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Independent Director | R.O.C. | Lin, Hong-Yu | Female 41-50 | Jun.11, 2024 | 1 | Jun.11, 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
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- 11 -
Notes:
(1) Chairman of Tai-Shing Maritime Co., S.A. and Shin-Wang Maritime Inc. • Director of Yang Ming Marine Transport Corp. • Independent Director of Transart Graphics Co., Ltd.
(2) Mr. Chyou, Jong-Lin, the former president of the Company, retired on February 28, 2026.
(3) Director of Yang Ming (Japan) Co. Ltd, Yang Ming (Korea) Co., Ltd., Yang Ming (India) Co., Ltd., Huan Ming (Shanghai) International Shipping Agency Co. Ltd. and Young-Carrier Company Ltd.
(4) Independent Director of Taiwan Cement Corp., DACIN Construction Co., Ltd. and Fulin Plastic Industry (Cayman) Holding Co., Ltd. • Director of YFY Inc. and YageoCorp.
(5) Supervisor of Progroup Electronics Co., Ltd. • Independent Director of Hua Yin Electronic Co., Ltd. • Supervisor of Management Committee Managing Retirement, Compensation, Resignation and Severance Matters for Private School Teachers and Staff of R.O.C.
(6) Independent Director, First Financial Holding Co. • Director, Hontung Venture Capital Co. (Representative of the National Development Fund) • Director, Universal Venture Capital Investment Co. (Representative of the National Development Fund) • Director, BMD Venture Capital Investment Co. (Representative of the National Development Fund)
2.1.2 Major Shareholders of the Institutional Shareholders
Date: Apr 13, 2026
| Name of Institutional Shareholders | Major Shareholders |
|---|---|
| Ministry of Transportation and Communications R.O.C(MOTC) | The government of the Republic of China (100%) |
| Yang Ming Marine Transport Corp. | Ministry of Transportation and Communications (13.39%), National Development Fund, Executive Yuan (13.17%), Capital Tip Customized Taiwan Select High Dividend ETF (6.81%), Taiwan International Ports Corporation, Ltd. (4.59%), Taiwan Navigation Co., Ltd. (1.06%), Labor Pension Fund (The New Fund) (0.79%), PIMCO Equity Series: PIMCO RAE Emergin (0.61%), T3EX Global Holdings Corp. (0.59%), Schwab Strategic Trust-Schwab Fundamental Emerging Markets Equity ETF (0.40%), iShares V Public Limited Company (0.40%) |
2.1.3 Major Shareholders of the Company's Major Institutional Shareholders
Date: Apr 13, 2026
| Name of Institutional Shareholders | Major Shareholders |
|---|---|
| The MOTC | The government of the Republic of China (100%) |
| The NDF | The government of the Republic of China (100%) |
| The TIPC | MOTC(100%) |
| Taiwan Navigation Co., Ltd. | MOTC (26.46%)、Yang Ming Marine Transport Corp. (16.96%)、Yunn Wang Investment Co., Ltd. (2.64%)、Morgan Stanley & Co. International Plc (2.12%)、Central Taiwan Science Park Logistics Co., LTD. (1.14%)、Chen, Chang-Hong(0.73%)、T3EX Global Holdings Corp. (0.58%)、J.P.Morgan Securities plc (0.56%)、Investment Account (I) Managed on a Discretionary Basis by TransGlobe Investment Consulting Co., Ltd. for TransGlobe Life Insurance Co., Ltd. (0.54%)、Mizuho Securities Co. Ltd. (0.52%) |
| T3EX Global Holdings Corp. | WPG Holdings (8.17%)、Pin Guan Investment Ltd. (4.18%)、Yi Jue Investment Co., Ltd. (3.58%)、Yi-Wei Investment Co., Ltd. (2.30%)、Jin Hwa Investment Co., Ltd. (2.18%)、Dynamic Ocean Group Limited (1.70%)、Jack Lai(1.50%)、Changjie International Development Co., Ltd. (1.27%)、Chang Long Investment Co., Ltd. (1.17%)、Dong-An Investment Co., Ltd. (0.86%) |
2.1.4 Professional Qualifications and Independence Analysis of Directors
Date: Apr 13,2026
| Criteria
Name/Title | Professional Qualification and Experience | Independent Directors’ Independence Status | Number of Other Taiwanese Public Companies Concurrently Serving as an Independent Director |
| --- | --- | --- | --- |
| Liu, Wen-Ching Chairman | He has extensive corporate governance experience. He was previously Chairman of Kaohsiung Ammonium Sulfate Co., Ltd. and CPC Shell Lubricants Co. Ltd. He was also a Senior Adviser of CPC Corporation, Taiwan. He has not been in or is under any circumstances stated in Article 30 of the Company Law (Note 1). | Not Applicable | 1 |
| Lu, Jin-Long Director | He was a Chair, Department of Shipping and Transportation Management, Chang Jung Christian University. He is a professor, Department of Shipping and Transportation Management, National Kaohsiung University of Science and Technology. He has not been in or is under any circumstances stated in Article 30 of the Company Law. | | - |
| Lee, Ming-Hui Director | He has extensive commercial management experience. He is a Chief Commercial Officer of Yang Ming Marine Transport Corp. He has not been in or is under any circumstances stated in Article 30 of the Company Law. | | - |
| Yeh, Wen-Chung Director | He has extensive shipping management and corporate governance experience. He was previously Chairman of China Steel Express Corporation and China Steel Global Trading Corporation. He has not been in or is under any circumstances stated in Article 30 of the Company Law. | | - |
| Liao, Yu-Qing Director | She has the experience of legal expertise and other work required by the company. She was a secretary general of Taiwan Law Society. She is a partner of Wenhui Attorneys at Law. She has not been in or is under any circumstances stated in Article 30 of the Company Law. | | - |
| Wang, Chin-San Independent Director | He is a Certified Public Accountant. He was Audit Function Managing Partner and Vice Chairman of Deloitte & Touche Taiwan. He has not been in or is under any circumstances stated in Article 30 of the Company Law. | All of the following situations apply to each and every of the Independent Directors:
1. Satisfy the requirements of Article 14-2 of “Securities and Exchange Act” and “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) issued by Taiwan’s Securities and Futures Bureau.
2. Independent Director (or nominee arrangement) as well as his/her spouse and minor children do not hold any TNC shares.
3. Received no compensation or benefits for providing commercial, legal, financial, accounting services or consultation to the Company or to any its affiliates within the preceding two years, and the service provided is either an “audit service” or a “non-audit service” | 3 |
| Lu, Shih-Tong Independent Director | He is a Professor of Dept. of International Logistics and Transportation Management, Kainan University. He has not been in or is under any circumstances stated in Article 30 of the Company Law. | | 1 |
| Lin, Hong-Yu Independent Director | She was an assistant, Department of International Business, Soochow University. She is a Deputy Director, Second Research Division, Taiwan Institute of Economic Research. She has not been in or is under any circumstances stated in Article 30 of the Company Law. | | 1 |
Note 1: A person shall not act in a management capacity for a company, and if so appointed, must be immediately discharged if they have been:
- Convicted for a violation of the Statutes for the Prevention of Organizational Crimes and: has not started serving the sentence; has not completed serving the sentence; or five years have not elapsed since completion of serving the sentence, expiration of probation, or pardon;
- Convicted for fraud, breach of trust or misappropriation, with imprisonment for a term of more than one year, and: has not started serving the sentence; has not completed serving the sentence; or two years have not elapsed since completion of serving the sentence, expiration of probation, or pardon;
- Convicted for violation of the Anti-Corruption Act, and: has not started serving the sentence; has not completed serving the sentence; or two years have not elapsed since completion of serving the sentence, expiration of probation, or pardon;
- Adjudicated bankrupt or adjudicated to commence a liquidation process by a court, and having not been reinstated to his or her rights and privileges;
- Sanctioned for unlawful use of credit instruments, and the term of such sanction has not expired yet;
- if she/he does not have any or limited legal capacity; or
- if she/he has been adjudicated to require legal guardianship and such requirement has not been revoked yet.
Note 2:
- Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.
- Not serving concurrently as an independent director on more than three other public companies in total.
- During the two years before being elected and during the term of office, meet any of the following situations:
(1) Not an employee of the company or any of its affiliates;
(2) Not a director or supervisor of the company or any of its affiliates;
(3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders;
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding (1) subparagraph, or of any of the above persons in the preceding subparagraphs (2) and (3);
(5) Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company, ranks as of its top five shareholders, or has representative director(s) serving on the company's board based on Article 27 of the Company Law;
(6) Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company;
(7) Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company's chairman or CEO (or equivalent);
(8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the company; and
(9) Other than serving as a compensation committee member of the company, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, and the service provided is an "audit service" or a "non-audit service which total compensation within the recent two years exceeds NT$500,000".
2.1.5 The Board Diversity Policy
TNC amended "Corporate Governance Best Practice Principles" containing the Board diversity policy on Aug. 13, 2008. The Board diversity policy and the implementation is disclosed in annual report and on TNC's official website.
(1) The Board Diversity Policy
The Board of TNC should direct company strategies, supervise the management, and be responsible to TNC and the shareholders. The various procedures and arrangements of TNC's corporate governance system shall ensure the Board of Directors complies with laws, regulations, TNC's articles of incorporation, and the resolutions of TNC's shareholders meetings while exercising their authority.
The structure of TNC's Board of Directors shall be determined by choosing an appropriate number of Board members, above 5, in consideration of TNC's business scale, the shareholdings of TNC's major shareholders, and practical operational needs.
The composition of the Board of Directors shall be determined by considering diversity. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the Board members, and that an appropriate policy on diversity based on TNC's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
a. Basic composition and values: gender, age, nationality, and culture ... etc.
b. Professional knowledge and skills: professional background (such as law, accounting, industry, finance,
marketing, or technology), professional skills and industrial experience ... etc.
Board members should possess the knowledge, skills, and experiences necessary for performing their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:
a. Ability to make operational judgment
b. Ability to perform accounting and financial analysis
c. Ability to conduct management administration
d. Ability to handle crisis management
e. Knowledge of the industry
f. An international market perspective
g. Leadership
h. Ability to make policy decisions
(2) Specific Objectives and Implementation of the Board Diversity Policy
TNC's Board consists of 8 directors including 3 independent directors and 1 female directors. All members possess extensive experiences and expertise in marine industry, world economy, finance, accounting, law, and management fields. TNC's directors with employee status comprises 11%, and independent directors comprises 33%. The age of 2 directors is 41~50 years old. The age of 2 directors is 51~60 years old. The age of the other directors is over 61 years old. All independent directors are in accordance with the regulations of Securities and Futures Bureau. For Directors' experience, education, gender, professional qualification, and diversity, please refer to "3.2.1. Information Regarding Board Members" on page 8 and "3.2.4 Professional Qualifications and Independence Analysis of Directors" on page 10 of this Annual Report. The implementation of Board diversity policy is as follows:
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| Item Director | Basic Composition | Capabilities | Professional Background | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | Concurrent Positions in TNC | Age | Tenure of Independent of Director | Management | Leadership | Industry Experience | World Economy | Shipping | Technology | Accounting and Finance | |||||
| 41-50 | 51-60 | 61-70 | 71-80 | Less than 3 years | 3-9 years | |||||||||||
| Liu, Wen-Ching | R.O.C. | Male | V | V | V | V | V | V | ||||||||
| Lu, Jin-Long | R.O.C. | Male | V | V | V | V | V | V | ||||||||
| Liao, Yu-Qing | R.O.C. | Female | V | V | V | V | V | |||||||||
| Yeh, Wen-Chung | R.O.C. | Male | V | V | V | V | V | V | ||||||||
| Lee, Shin-Min | R.O.C. | Male | V | V | V | V | V | V | V | |||||||
| Wang, Chin-San | R.O.C. | Male | V | V | V | V | V | V | ||||||||
| Lu, Shih-Tong | R.O.C. | Male | V | V | V | V | V | V | V | V | ||||||
| Lin, Hong-Yu | R.O.C. | Female | V | V | V | V | V |
The Board of Directors has gender equality, with female directors currently accounting for $22\%$ , reaching the target ratio of female directors of more than $12\%$ . The composition of the Board of Directors is determined primarily based on the candidates' professional background, experience, participation in and contribution to the future development of the company. There is no specific limit on the gender ratio, but gender equality among Board members will continue to be promoted in the future. A long-term goal of having one-third of the directors be of different genders will be set.
2.1.6 Succession Plan for Board Members
Except as otherwise provided by acts or regulations, TNC's directors are elected in accordance with its "Procedures for Election of Directors". The candidates of the Board of Directors are deployed in accordance with business scale, major shareholders' shareholding ratio, practice, the Board diversity policy, and all capabilities of Board members, and also in reference to the result of Board performance assessments. TNC plans annual training courses for each director at least 6 hours per year in accordance with changes in external and internal environmental conditions and development needs to enhance the professional knowledge of directors and strengthen Board capabilities.
TNC's executives should attend in Board meetings and functional committee meetings to be familiar with meeting procedures. Besides, to make sure the executives could meet the directors' requirements or take over as future directors, TNC would assign them different jobs through job rotation, going abroad and being directors of subsidiaries to expand their participation and familiarity in each group unit and improve their
ability to formulate company policy, supervise and execute internal control and legal compliance, and control and respond to risk management.
To maintain the professional and experience inheritance of Board members, TNC plans the succession for the Board of Directors through the following methods:
(1) Consider director candidates recommended by shareholders
(2) Invite current directors to recommend suitable candidates
(3) Take the result of Board performance assessments as a reference when nominate directors for reappointment
(4) TNC's executives
The director candidate list obtained according to the preceding methods shall be submitted to the Board for review and serve as a reference for planning succession candidates for directors.
In general, except recruiting suitable professional persons as director candidates, TNC will also train their executives as director candidates to comprehensively achieve the Board of Directors' decision-making and supervisory functions.
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2.1.7 Information Regarding Management Team
Date: Apr. 13, 2026
| Title | Nationality | Name | Gender | Date Effective | Shareholding | Spouse & Minor Shareholding | Shareholding by Nominee Arrangement | Experience (Education) | Other Position | Managers who are Spouses or Within Two Degrees of Kinship | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||
| Acting President | R.O.C. | Chen, Chien-Chou | Male | Mar 1, 2026 | 84,000 | 0.02 | 0 | 0 | 0 | 0 | Master of Dept. of Financial Management, Fu Jen Catholic University | Director of Tai Shing Maritime Co., S. A. Director &. President of Shin Wang Maritime Inc. Director of Yunn Wang Investment Co. Ltd. Director of Taiwan Foundation International Pte. Ltd. | None | None | None |
| Executive Vice President | R.O.C. | Lu, Chung-Hsing | Male | Apr 01, 2025 | 183,000 | 0.04 | 0 | 0 | 0 | 0 | Master of Dept. of Shipping and Transportation Management, National Taiwan Ocean University | Director of Tai Shing Maritime Co., S. A &. Shin Wang Maritime Inc. | None | None | None |
| Auditor General of Auditing Office | R.O.C. | Lu, Shih-Ming | Male | Jan 01, 2022 | 0 | 0 | 0 | 0 | 0 | 0 | Bachelor of Dept. of Accounting, Fu Jen Catholic University | None | None | None | None |
| General Manager of Technical Department | R.O.C. | Jheng, Ci-You | Male | Apr 01, 2025 | 4,000 | 0 | 1,035 | 0 | 0 | 0 | Master of Dept. of Marine Engineering, National Taiwan Ocean University | None | None | None | None |
| Assistant Vice President of Marine Department | R.O.C. | Wang, Che-Wen | Male | Jan 01, 2025 | 180,000 | 0.04 | 0 | 0 | 0 | 0 | MBA, Tennessee State University | Director of Tai Shing Maritime Co., S. A &. Shin Wang Maritime Inc. | None | None | None |
| Assistant Vice President of Traffic Department | R.O.C. | Yu, Yuan-Wang | Male | Jan 01, 2025 | 21,000 | 0.01 | 0 | 0 | 0 | 0 | Bachelor of Dept. of Business Administration, National Chung Hsing University | Director of Tai Shing Maritime Co., S. A &. Shin Wang Maritime Inc. | None | None | None |
| General Manager of Traffic Department | R.O.C | Kao, Wei-Lun | Male | Jan 01, 2025 | 19,000 | 0 | 0 | 0 | 0 | 0 | Master of Dept. of Shipping and Transportation Management, National Taiwan Ocean University | None | None | None | None |
| General Manager of Administrative Department | R.O.C. | Lin, Chi-Sheng | Male | Jan 01, 2025 | 0 | 0 | 0 | 0 | 0 | 0 | Bachelor of Dept. of Shipping and Transportation Management, National Taiwan Ocean University | None | None | None | None |
| General Manager of Labor Security Office | R.O.C. | Huang, Ruei-Kuang | Male | Jan 01, 2022 | 86,000 | 0.02 | 12,000 | 0 | 0 | 0 | Bachelor of Dept. of Business Administration, Ming Chuan University | Director of Shin Wang Maritime Inc. | None | None | None |
| General Manager of Planning Office | R.O.C. | Luh, Chuh-Hwa | Male | Apr 01, 2025 | 0 | 0 | 0 | 0 | 0 | 0 | Bachelor of Dept. of Marine Engineering, National Taiwan Ocean University | None | None | None | None |
| Assistant Vice President of Kaohsiung Branch Office | R.O.C. | Chang, Chin-Wei | Male | Aug 10, 2022 | 200,000 | 0.05 | 0 | 0 | 0 | 0 | Ph.D. of Dept. of Shipping and Transportation Management, National Kaohsiung University of Science and Technology | None | None | None | None |
| General Manager of Kaohsiung Branch Office | R.O.C. | Wan, Jun-Cai | Male | Aug 10, 2022 | 139,000 | 0.03 | 0 | 0 | 0 | 0 | Bachelor of Dept. of Shipping and Transportation Management, National Taiwan Ocean University | None | None | None | None |
| General Manager of Finance Department | R.O.C. | Chiang, Ko-Pei | Male | Jan 01, 2025 | 1,000 | 0.00 | 0 | 0 | 0 | 0 | Bachelor of Dept. of Finance, National Chengchi University | Director of Shin Wang Maritime Inc. Deputy General Manager of Taiwan Foundation International Pte. Ltd. | None | None | None |
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2.1.8.1 Remuneration of Directors, Supervisors, President, and Vice Presidents
2.1.8.1 Remuneration of Directors (Including Independent Directors.)
Date: Dec 31, 2025; Unit: NT$ thousand
| Title | Name | Remuneration | Remuneration amount & ratio of total remuneration(A+B+C+D) to Net Income (%) | Relevant Remuneration Received by Directors Who are Also Employees | Remuneration amount & ratio of total Remuneration (A+B+C+D+E+F+G) to Net Income (%) | Compensation Paid to Directors from an Invested Company Other than the Company's Subsidiary | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance Pay (B) | Directors Compensation(C) | Allowances (D) | Salary, Bonuses, and Allowances (E) | Severance Pay (F) | Employee Compensation (G) | ||||||||||||||||||
| The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | Cash Stock | Cash Stock | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | |||||
| Legal Director | MOTC | - | - | - | - | 9,000 | 9,000 | 360 | 360 | 9,360 | 0.71% | 9,360 | 0.71% | - | - | - | - | - | - | 9,360 | 0.71% | 9,360 | 0.71% | None |
| Legal Director | Yang Ming Marine Transport Corp. | |||||||||||||||||||||||
| Chairman | Representative of MOTC: Liu, Wen-Ching | 6,735 | 11,130 | 864 | 1,107 | - | - | 1,415 | 1,415 | 9,014 | 0.68% | 13,652 | 1.03% | 4,921 | 9,385 | 243 | 243 | - | - | 14,178 | 1.07% | 23,280 | 1.76% | None |
| Director/President | Representative of MOTC: Chyou, Jong-Lin | |||||||||||||||||||||||
| Director | Representative of MOTC: Lu, Jin-Long | |||||||||||||||||||||||
| Director | Representative of MOTC: Liao, Yu-Chin | |||||||||||||||||||||||
| Director | Representative of Yang Ming Marine Transport Corp.: Lee, Ming-Hui | |||||||||||||||||||||||
| Director | Representative of Yang Ming Marine Transport Corp.: Lee, Shin-Min | |||||||||||||||||||||||
| Independent Director | Wang, Chin-San | |||||||||||||||||||||||
| Independent Director | Lu, Shih-Tong | |||||||||||||||||||||||
| Independent Director | Lin, Hung-Yu |
In addition to the above remuneration, is there any director received remuneration from companies included in the consolidated financial statements in the most recent year for their services, such as being consultant: None.
According to the Articles of Incorporation 27, the Corporation may resolve remuneration for directors at 1.5 % or less of annual profits in a year. Also, reasonable remuneration will base on the operating results of the company and the director's contribution.
Remuneration evaluation based on the Board performance appraisal method, consider not only whole company's operation efficiencies, industry's future operation risk, and trends but also evaluate reasonable remuneration on personal achievement and contribution, all relate evaluation will process by Compensation Committee and Board of Direct. To pursuit the TNC's sustainable management and risk control, the remuneration policy will adjust depending on actual operating conditions and related laws.
Level of Remuneration
| Range of Remuneration | Name of Directors | |||
|---|---|---|---|---|
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | |
| Under NT$ 1,000,000 | Lu, Jin-Long | |||
| Liao, Yu-Chin | ||||
| Lee, Ming-Hui | ||||
| Lee, Shin-Min | ||||
| Wang, Chin-San | ||||
| Lu, Shih-Tong | ||||
| Lin, Hung-Yu | ||||
| Chyou, Jong-Lin | Lu, Jin-Long | |||
| Liao, Yu-Chin | ||||
| Lee, Ming-Hui | ||||
| Lee, Shin-Min | ||||
| Wang, Chin-San | ||||
| Lu, Shih-Tong | ||||
| Lin, Hung-Yu | ||||
| Chyou, Jong-Lin | Lu, Jin-Long | |||
| Liao, Yu-Chin | ||||
| Lee, Ming-Hui | ||||
| Lee, Shin-Min | ||||
| Wang, Chin-San | ||||
| Lu, Shih-Tong | ||||
| Lin, Hung-Yu | Lu, Jin-Long | |||
| Liao, Yu-Chin | ||||
| Lee, Ming-Hui | ||||
| Lee, Shin-Min | ||||
| Wang, Chin-San | ||||
| Lu, Shih-Tong | ||||
| Lin, Hung-Yu | ||||
| Over NT$1,000,000~Under NT$2,000,000 | - | - | - | - |
| Over NT$2,000,000~Under NT$3,500,000 | Yang Ming Marine Transport Corp. | Yang Ming Marine Transport Corp. | Yang Ming Marine Transport Corp. | Yang Ming Marine Transport Corp. |
| Over NT$3,500,000~Under NT$5,000,000 | - | - | - | - |
| Over NT$5,000,000~Under NT$10,000,000 | MOTC Liu, Wen-Ching | MOTC | MOTC Liu, Wen-Ching | |
| Chyou, Jong-Lin | MOTC Chyou, Jong-Lin | |||
| Over NT$10,000,000~Under NT$15,000,000 | - | Liu, Wen-Ching | - | Liu, Wen-Ching |
| Over NT$15,000,000~Under NT$30,000,000 | - | - | - | - |
| Over NT$30,000,000~Under NT$50,000,000 | - | - | - | - |
| Over NT$50,000,000~Under NT$100,000,000 | - | - | - | - |
| Over NT$100,000,000 | - | - | - | - |
| Total | 11 | 11 | 11 | 11 |
Note: The Remuneration of Directors and Level of Remuneration charts contained herein are for informational purposes only and in no way shall be used to tax purposes of any kind.
2.8.1.2 Remuneration of the President and Vice Presidents
Date: Dec 31, 2025; Unit: NT$ thousand
| Title | Name | Salary (A) | Severance Pay (B) | Bonuses and Allowances (C) | Employee Remuneration (D) | Remuneration amount & ratio of total Compensation (A+B+C+D) to net income (%) | Remuneration paid to the President and Vice Presidents from an Invested Company Other than the Company's Subsidiary | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | |||||||
| Cash | Stock | Cash | Stock | |||||||||||||
| President | Chyou, Jong-Lin | 5,677 | 8,789 | 577 | 577 | 4,753 | 9,361 | 1,212 | - | 1,212 | - | 12,219 | 0.92% | 19,939 | 1.50% | none |
| Executive Vice President (Retired on March 30, 2025) | Peng, Wen-Hsun | |||||||||||||||
| Executive Vice President | Chen, Chien-Chou | |||||||||||||||
| Executive Vice President (Joined on April 1, 2025) | Lu, Chung-Hsing |
Level of Remuneration
| Range of Remuneration | Name of President and Vice Presidents | |
|---|---|---|
| The company | Companies in the consolidated financial statements | |
| Under NT$ 1,000,000 | - | - |
| Over NT$1,000,000 ~ Under NT$2,000,000 | Peng, Wen-Hsun | Peng, Wen-Hsun |
| Over NT$2,000,000 ~ Under NT$3,500,000 | Chen, Chien-Chou | |
| Lu, Chung-Hsing | - | |
| Over NT$3,500,000 ~ Under NT$5,000,000 | - | Lu, Chung-Hsing |
| Over NT$5,000,000 ~ Under NT$10,000,000 | Chyou, Jong-Lin | Chyou, Jong-Lin、Chen, Chien-Chou |
| Over NT$10,000,000~ Under NT$15,000,000 | - | - |
| Over NT$15,000,000~ Under NT$30,000,000 | ||
| Over NT$30,000,000~ Under NT$50,000,000 | ||
| Over NT$50,000,000~ Under NT$100,000,000 | ||
| OverNT$100,000,000 | ||
| Total | 4 | 4 |
Note: The Remuneration of the President and Vice Presidents and Level of Remuneration charts contained herein are for informational purposes only and in no way shall be used to tax purposes of any kind.
2.8.1.3 Bonus to Executive Officers
Date: Dec 31, 2025; Unit: NT$ thousand
| Title | Name | Stock Bonus | Cash Bonus | Total | Percentage in Net Income after tax(%) | |
|---|---|---|---|---|---|---|
| Executive Officers | Executive Vice President (Retired on March 30, 2025) | Peng, Wen-Hsun | 0 | 5,604 | 5,604 | 0.42% |
| Executive Vice President | Chen, Chien-Chou | |||||
| Executive Vice President (Joined on April 1, 2025) | Lu, Chung-Hsing | |||||
| Auditor General of Auditing Office | Lu, Shih-Ming | |||||
| Assistant Manager of Planning Office | Luh, Chuh-Hwa | |||||
| General Manager of Technical Department | Jheng, Ci-You | |||||
| Assistant Vice President of Marine Department | Wang, Che-Wen | |||||
| General Manager of Labor Security Office | Huang, Ruei-Kuang | |||||
| Assistant Vice President of Traffic Department | Yu, Yuan-Wang | |||||
| General Manager of Traffic Department | Kao, Wei-Lun | |||||
| General Manager of Administrative Department | Lin, Chi-Sheng | |||||
| General Manager of Finance Department | Chiang, Ko-Pei | |||||
| Assistant Vice President of Kaohsiung Branch Office | Chang, Chin-Wei | |||||
| General Manager of Kaohsiung Branch Office | Wan, Jun-Cai |
2.8.1.4 Comparison of Remuneration for Directors (including Independent Directors), President and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, President and Vice Presidents
- Ratio of the total remuneration to net income
| Title | 2025
Ratio of total remuneration paid to directors (including independent directors), president and vice presidents to net income | | 2024
Ratio of total remuneration paid to directors (including independent directors), president and vice presidents to net income | |
| --- | --- | --- | --- | --- |
| Directors | 32,640 | 2.46% | 32,086 | 2.50% |
| President & Executive Vice President | 19,939 | 1.50% | 19,978 | 1.56% |
Notes: According to the Company's policy for compensation, appropriated compensation shall be paid based on salaries, staff compensation, bonuses, and job evaluation of the personnel in the Company.
- The policies, criteria, and combinations of remuneration payments, the procedures for determining remuneration, and correlation with operating performance and future risks:
To achieve a balance between the company's sustainable development and risk management. The Compensation Committee is responsible for regularly assessing remuneration policies, systems, standards and
structures of the Company's directors and managerial officers, taking actual operating conditions, relevant laws and regulations, industry trends and future business risks into consideration and duly reviewing the compensation system to provide reasonable compensation. And all of Compensation Committee’s suggestions should be submitted to the Board of Directors for approval.
According to the Company’s Articles of Incorporation 27, if there is net profit at the year-end, remunerations appropriated for employees should not be less than 0.5% and should not be more than 1% for directors. And it should be submitted to the Compensation Committee and the Board of Directors for resolutions and then report it to the shareholders meeting lawfully. The directors’ remuneration is determined by the evaluation based on the results of the company's "Board Performance Evaluation Method," taking into account their participation in the Company's operations and contribution value and in accordance with industry standards.
The remuneration of executive officers includes salary and bonuses. The salary is based on the Company's salary standards and refers to industry standards. Bonuses are awarded based on the Company's overall operational performance and individual performance achievements, including financial indicators such as annual operating results and profitability, as well as non-financial indicators such as leadership and management abilities, operational management abilities, and other special contributions. These factors are considered when determining compensation.
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- 24 -
2.2 Implementation of Corporate Governance
2.2.1 Board of Directors
A. Operations of the Board of Directors
A total of five (A) meetings of the Board of Directors were held in the previous period. The attendance of director and supervisor were as follows:
| Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) [B/A] | Remarks |
|---|---|---|---|---|---|
| Chairman | Representative of MOTC: Liu, Wen-Ching | 5 | - | 100 | |
| Director | Representative of MOTC: Chyou, Jong-Lin | 5 | - | 100 | |
| Director | Representative of MOTC: Lu, Jin-Long | 5 | - | 100 | |
| Director | Representative of MOTC: Liao, Yu-Qing | 5 | - | 100 | |
| Director | Representative of Yang Ming Marine Transport Corp. : Lee, Ming-Hui | 4 | 1 | 80 | |
| Director | Representative of Yang Ming Marine Transport Corp. : Lee, Shin-Min | 5 | - | 100 | |
| Independent director | Wang, Chin-San | 5 | - | 100 | |
| Independent director | Lu, Shih-Tong | 5 | - | 100 | |
| Independent director | Lin, Hong-Yu | 5 | - | 100 | |
| Other mentionable items: | |||||
| 1. If any of the following circumstances occur, the dates of the meetings, sessions, contents of motion, all independent directors’ opinions and the company’s response should be specified: | |||||
| (1) Matters referred to in Article 14-3 of the Securities and Exchange Act. | |||||
| (2) Other matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the board of directors. | |||||
| 2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: None | |||||
| 3. TWSE/TPEx-listed companies are required to disclose the evaluation cycle and period, scope of evaluation, evaluation method, and evaluation items of the self (or peer) evaluations conducted by the Board of Directors, and to fill out “Implementation Status of Board Evaluations.” | |||||
| 4. Measures taken to strengthen the functionality of the board: The Board of Directors has established an Audit Committee and a Remuneration Committee to assist the board in carrying out its various duties. |
B. Implementation Status of Board Evaluations
| Evaluation cycle (Note 1) | Evaluation period (Note 2) | Scope of evaluation (Note 3) | Evaluation method (Note 4) | Evaluation items (Note 5) |
|---|---|---|---|---|
| Once a year | between January 1, 2025 and December 31, 2025 | the Board of Directors | internal self-evaluation by the Board of Directors | level of participation in company operations, the quality of Board decisions, Board composition and structure, appointment of directors and their continued development, and internal controls |
| Once a year | between January 1, 2025 and December 31, 2025 | Individual director | self-assessment by directors | grasp of company targets and missions, understanding of the director's role and responsibilities, level of participation in company operations, internal relationship management and communication, director's specialty and continued development, and internal controls |
| Once a year | between January 1, 2025 and December 31, 2025 | Audit Committee | internal self-evaluation by the Board of Directors | Participation in company operations, understanding of the responsibilities of functional committees, improvement of the decision-making quality of functional committees, composition of functional committees, and member selection and internal controls |
| Once a year | between January 1, 2025 and December 31, 2025 | Compensation Committee | internal self-evaluation by the Board of Directors | Participation in company operations, understanding of the responsibilities of functional committees, improvement of the decision-making quality of functional committees, composition of functional committees, and member selection and internal controls |
Note1: Refers to the cycle of Board evaluations, such as: Once a year.
Note2: Refers to the period covered by the Board evaluation, such as: evaluation of Board performance between January 1, 2020 and December 31, 2020.
Note3: The scope of performance evaluations includes the Board of Directors, individual directors, and functional committees.
Note4: The evaluation method includes internal self-evaluation by the Board of Directors, self-assessment by directors, peer evaluation, and entrusting external professional institutions and experts or using other appropriate methods for performance evaluation.
Note5: According to the scope of evaluation, evaluation items must at least include the following items:
(1) Board performance evaluation: At least includes level of participation in company operations, the quality of Board decisions, Board composition and structure, appointment of directors and their continued development, and internal controls.
(2) Individual director performance evaluation: At least includes grasp of company targets and missions, understanding of the director's role and responsibilities, level of participation in company operations, internal relationship management and communication, director's specialty and continued development, and internal controls.
Functional committee performance evaluation: Participation in company operations, understanding of the responsibilities of functional committees, improvement of the decision-making quality of functional committees, composition of functional committees, and member selection and internal control.
The attendance status of independent directors in the 2025 Board meeting:
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| ◎ : Attendance in Person ; ⭐ : By Proxy ; * Absence | |||||
|---|---|---|---|---|---|
| 2025 | First | Second | Third | Fourth | Fifth |
| Wang, Chin-San | ◎ | ◎ | ◎ | ◎ | ◎ |
| Lu, Shih-Tong | ◎ | ◎ | ◎ | ◎ | ◎ |
| Lin, Hung-Yu | ◎ | ◎ | ◎ | ◎ | ◎ |
2.2.2 Audit Committee
A total of five(A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:
| Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) [B/A] | Remarks |
|---|---|---|---|---|---|
| Independent director | Wang, Chin-San | 5 | - | 100 | |
| Independent director | Lu, Shih-Tong | 5 | - | 100 | |
| Independent director | Lin, Hung-Yu | 5 | - | 100 | |
| Other mentionable items: The company's Audit Committee is composed of 3 independent directors. The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company. The Audit Committee held 5 meetings in 2025, and the matters considered mainly included: (1) Financial reports; Auditing and accounting policies and procedures. (2) Internal control systems and including related policies and procedures. (3) Material asset or derivatives transactions. (4) Material endorsements or guarantees. (5) Legal compliance. (6) Performance, independence, qualification of independent auditor. (7) IT security (8) Corporate risk management (9) Hiring or dismissal of an attesting CPA, or the compensation given thereto. • Review financial report Board of Directors has prepared the 2025 Business Report, Consolidated and Individual Financial Statements and Profit Distribution Proposal, the consolidated and individual financial statements have been audited by Wong, Ya-Ling and Hsin, You-Cheng both CPAs of Deloitte and Touche have issued independent auditors' reports. The 2025 Business Report, Consolidated and Individual Financial Statements and Profit Distribution Proposal have been audited by the audit Committee and nothing unusual has been found. • Evaluate the effectiveness of internal control system The company's Audit Committee evaluate the effectiveness of the company's internal control system and including related policies and procedure, (control measures including: Finance、Operation、Risk management、Information security、Outsourcing、Compliance with relevant laws and regulations...etc.), audit company's internal auditor and certified public accountant, regular basis report from company's supervisors, risk management and compliance with relevant laws and regulations. Considering the Committee of Sponsoring Organizations of the Treadway Commission (COSO) published in 2013-Internal Control- Integrated Framework, the Audit Committee believes that the Company's risk management and internal control systems are effective, and the company has adopted the necessary control mechanisms to monitor and correct violations. • Appointed CPA |
The Audit Committee is entrusted with the responsibility of overseeing the independence of accounting firms to ensure the fairness of financial statements. In general, non-audit and attestation services should obtain prior or individual approval from the Audit Committee.
In order to ensure the independence of the accounting firm, the Audit Committee has formulated an independence evaluation form with reference to Article 47 of the Accountant Law and No. 10 of the Norm of Professional Ethics for Certified Public Accountant, and the CPA Provide “Statement of Independence” and “Audit Quality Indicator (AQIs)” annually, which were proposed by the Corporation’s board of director. The 5th meeting of the third audit committee on March 7, 2025 and 6th meeting of the twenty-seven board of directors on March 7, 2025 evaluate and resolve the independence of CPA Ms. Wong Ya-Ling and CPA Mr. Hsin, You-Cheng of Deloitte & Touche for the year of 2025.
- Annual Operation Situation:
(1) Matters referred to in Article 14-5 of the Securities and Exchange Act.
| Date | Contents | Resolution | Committee’s Opinion |
|---|---|---|---|
| 5th Regular Meeting of the Third Audit Committee | |||
| March 7, 2025 | 1. The company’s 2024 statement of Internal Control System | ||
| 2. Evaluation for the independence and suitability of accountant for the year of 2025. | |||
| 3. The proposal of the company’s 2024 business report, consolidated and parent company only financial statements. | |||
| 4. The subsidiary applies for loan from bank, and the company agrees to be a guarantor for it. | Approved | None | |
| 6th Regular Meeting of the Third Audit Committee | |||
| April 30, 2025 | 1. The proposal for the distribution of 2024 profits. | ||
| 2. 2025 Q1 consolidated financial statements. | |||
| 3. Amendment to the company’s “Articles of Incorporation”. | |||
| 4. The subsidiary applies for loan from bank, and the company agrees to be a guarantor for it. | |||
| 7th Regular Meeting of the Third Audit Committee | |||
| August 6, 2025 | 1. 2025 Q2 consolidated financial statements. | ||
| 2. 2024 Sustainability Report | |||
| 8th Regular Meeting of the Third Audit Committee | |||
| November 3, 2025 | 1. Adoption of the Company’s Internal Audit Plan for 2026. | ||
| 2. 2025 Q3 consolidated financial statements. | |||
| 3. The subsidiary applies for loan from bank, and the company agrees to be a guarantor for it. | |||
| 4. The time charter party for bulk carriers of subsidiary. | |||
| 9th Regular Meeting of the Third Audit Committee | |||
| December 16, 2025 | 1. Partial Amendments to the Company’s Internal Control System and Internal Audit Implementation Rules | ||
| 2. The subsidiary applies for vessel mortgage loan from bank, and the company agrees to |
be a guarantor for it.
(2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors.: None.
-
If there are independent directors' avoidance of motions in conflict of interest, the directors' names, contents of motion, causes for avoidance, and voting should be specified: None.
-
Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g., the material items, methods, and results of audits of corporate finance or operations, etc.)
(1) The internal auditors have communicated the result of the audit reports to the members of the Audit Committee every end of the next month, and have presented the findings of all audit reports in the meetings of the Audit Committee and Board of Directors.
(2) The members of the Audit Committee shall communicate to the CPAs if necessary.
(3) 2025 mainly communication is summarized as follows:
| Date | Communication with Chief Internal Auditor | Communication with CPAs |
|---|---|---|
| 5th Regular Meeting of the Third Audit Committee | ||
| March 7, 2025 | 1. Review of the Company’s Internal Audit Report. | |
| 2. Review of the Company’s 2024 Statement on Internal Control. | ||
| 3. Review of the key audit matters and major audit risks for 2024. | ||
| 4. Review of the 2024 annual financial statements and consolidated financial statements. | 1. 2024 financial statements and audit result. | |
| 2. Discussion on key audit matters. | ||
| 3. 2023 Audit Quality Indicator (AQIs) | ||
| 6th Regular Meeting of the Third Audit Committee | ||
| April 30, 2025 | 1. Review of the Company’s Internal Audit Report. | |
| 2. Review of the 2025 Q1 consolidated financial statements | Review conclusion of 2025 Q1 consolidated financial statements. | |
| 7th Regular Meeting of the Third Audit Committee | ||
| August 6, 2025 | 1. Review of the Company’s Internal Audit Report. | |
| 2. Review of the 2025 Q2 consolidated financial statements | Review conclusion of 2025 Q2 consolidated financial statements | |
| 8th Regular Meeting of the Third Audit Committee | ||
| November 3, 2025 | 1. Review of the Company’s Internal Audit Report. | |
| 2. Review of the Company’s Internal Audit Plan for 2026. | ||
| 3. Review of the 2025 Q3 consolidated financial statements | ||
| 4. Review of the key audit matters and major audit risks for 2025. | 1. Review conclusion of 2025 Q3 consolidated financial statements. | |
| 2. Audit range and schedules of 2025 financial statement. | ||
| Individual communication between independent directors and chief auditor | ||
| December 16, 2025 | Individual communication between independent directors and chief auditor | |
| 9th Regular Meeting | 1. Review of the Company’s Internal |
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| of the Third Audit Committee
December 16 2025 | Audit Report.
2. Amendment to the company’s “Internal Control Systems”. | |
| --- | --- | --- |
| Note: Detail Information president on the company’s website: http://www.taiwanline.com.tw
If any of the independent directors’ opinions circumstances occur, the dates of the meetings, sessions, contents of motion, resolution of Board of directors and the company’s response should be specified: None. | | |
2.2.4 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx 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. Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? | ☑ | TNC has established the “Best-Practice Principles for Corporate Governance” and disclosed on the official website. (http://www.taiwanline.com.tw) | None | |
| 2. Shareholding structure & shareholders’ rights | ||||
| (1) Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure? | ☑ | TNC has designated a spokesperson or an agency spokesperson to handle shareholders’ suggestions, doubts, disputes, and litigation instead. Moreover, TNC will establish an internal operating procedure as need. | As summarized | |
| (2) Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? | ☑ | TNC discloses shareholders’ status information under the law on time, and also keeps good relationships with each other. | None | |
| (3) Does the company establish and execute the risk management and firewall system within its conglomerate structure? | ☑ | TNC has established appropriate internal Rules to strictly regulate the activities of operation, trading, and financial transactions between the company and its affiliates. | None | |
| (4) Does the company establish internal rules against insiders trading with undisclosed information? | ☑ | TNC has established “Procedure for Handling Material Inside Information” to push relevant personnel to observe. | None | |
| 3. Composition and Responsibilities of the Board of Directors |
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| 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 Board of Directors established a diversity policy, set goals, and implement them accordingly? | ☑ | In order to strengthen the corporate governance and enhance the structure and function of the board of directors, the Company has passed the amendment of "Corporate Governance Principles" during the 3rd session of 25th Board meeting held on 2018.08.13 clarifying the policy of Board Diversity | ||
| Article 20, the composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards: | ||||
| Basic requirements and values: Gender, age, nationality, and culture. | ||||
| Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. | ||||
| By the end of 2023, the Company’s board of directors consists of eight members who possess managerial and/or professional experiences. All Board members are male at present. In order to improve the gender equality in the composition of Board members, our goal is to increase the ratio of female directors to 12%. | ||||
| Please refer to “3.2.5 The Board Diversity Policy” on page 14 and page 15 of this Annual Report. | None | |||
| (2) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? | ☑ | TNC has established the compensation committee and set up the audit committee after the 2018 Shareholders' Meeting by regulations. | As summarized | |
| (3) Does the company establish a standard to measure the performance of the Board, and implement it annually and report the performance evaluation results to the Board and us it as a reference for the compensation of the Board of Directors? | ☑ | The company has approved the Procedures for Performance Evaluation of the Board during the 18th session of 24th Board meeting held on 2017.12.22. The method of implementation through questionnaires was facilitated by the company’s Office of the Secretary to assess the performance of the board of directors at the end of the year. This company has processed the performance assessment of the board of directors for the | None. |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| year 2023 in Feb. 2024 and has submitted the assessment results during the 12th session of 26th Board meeting held on Mar. 11, 2024. The assessment results for the board of directors are fine. | ||||
| (4) Does the company regularly evaluate the independence of CPAs? | ☑ | The CPA Provide “Statement of Independence” and “Audit Quality Indicator (AQIs)” annually, which were proposed by the Corporation’s board of director. TNC evaluates the independence and suitability of CPAs of the following items annually: | ||
| 1. The CPA does not have a direct or indirect financial interest relationship with the Company. | ||||
| 2. The CPA does not have a close business relationship or potential employment relationship with the Company. | ||||
| 3. The CPA does not serve as the advocate of the company. | ||||
| 4. The CPA does not become familiar with the personnel of the company. | ||||
| 5. The CPA does not coerce by the company. | ||||
| 6. Assessment of the designated period. (The CPA has complied with the requirements of independence and suitability.) | None | |||
| 4. Does the company allocated suitable and sufficient corporate governance staff and appointed a manager responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their functions, assisting directors in complying with law and regulations, handling work related to meetings of the board of directors and the shareholders' meetings, filing company registration and changes to company registration, and producing minutes of board meetings and shareholders’ meetings)? | ☑ | In order to protect shareholders' rights and strengthen the functions of the board of directors, the company has appointed Chen, Chien-Chou, Executive Vice President with at least three management experiences in finance, accounting, stock affairs and deliberation. (Starting March 9, 2026, changed to Chiang, Ko-Pei, Manager of the Finance Department) accounting and stock affairs as corporate governance personnel who is responsible for information provided, business performance, assistance for directors and supervisors in complying with the laws and regulations. Handle matters relating to the board meetings and the shareholders' meeting by the law. | None | |
| 5. Does the company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social | ☑ | TNC has provided a communication channel on website for shareholders and internal crew, as well as constructed a shareholder’s area for updating information. | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| responsibilities? | ||||
| 6. Does the company appoint a professional shareholder service agency to deal with shareholder affairs? | ☑ | TNC designates Stock agent of Yuanta Securities Co. to deal with shareholder affairs | None | |
| 7. Information Disclosure | ||||
| (1)Does the company have a corporate website to disclose both financial standings and the status of corporate governance? | ☑ | TNC has set up a Chinese/English website (https://www.taiwanline.com.tw). | None | |
| (2)Does the company have other information disclosure channels (e.g., building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? | ☑ | To disclose information regarding the Company’s financial business, and corporate governance status for investors’ reference. The Company has assigned an appropriate person to handle information collection and disclosure. | None | |
| (3)Does the Company report its annual financial report within two months after the end of the fiscal year and announce the first, second, and third quarter financial reports and monthly operating updates before the prescribed deadlines? | ☑ | TNC report and announce annual financial report within 75 days after the end of the fiscal year in accordance with the requirements of the Securities and Exchange Law. The quarterly financial report and the monthly operating are announced within the prescribed deadlines. | TNC report and announce in accordance with the deadlines of Securities and Exchange Act. | |
| 8. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)? | ☑ | 1. Employee benefits and employee care: labor insurance, including family dependents (health insurance), group insurance, and retirement system. | ||
| 2. Investor relations: the finance and business-related information will be disclosed regularly or irregularly to MOPS and website. | ||||
| 3. The relationship between suppliers and company: the company has made a long-term cooperation contract with suppliers based on mutual trust and benefit. | ||||
| 4. Directors’ and supervisors’ training records: the company will inform directors of training information irregularly, and disclosed the training status on MOPS. | ||||
| 5. The implementation of customer relations policies, and purchasing insurance for directors and supervisors: the company purchase insurance annually of directors, supervisors, and managers. | None | |||
| 9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System | ☑ | 1. The improved situation is described below: | ||
| (1)All directors completed training in accordance with regulations. | None |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures. | (2) We have disclosed the protection measures for employees' working environment and personal safety in the company's annual report and website, to provide a safe and healthy working environment, education training for employees | |||
| (3) TNC has set up a shareholder’s area and also added an appropriate person to handle information collection and disclosure. | ||||
| (4) The company has added an information security management structure of the corporate governance section on the company's website. | ||||
| (5) The company has passed the 2023 ESG Report at the 19th meeting of the 26th BOD on April 30, 2024. | ||||
| 2. In response to corporate governance evaluation, we give priority to strengthening the following matters: | ||||
| TNC will continue to improve the part that has not scored in 2023. In 2024, we will focus on enhancing the implementation of ESG, and on strengthening BOD’s operation and functions. Furthermore, we’ll conduct corporate governance evaluation, and build the image of corporate governance culture. |
To ensure the rights and interests of shareholders and strengthen the powers of the board of directors, TNC’s board of directors made a resolution to appoint the former Chief Finance Officer, Chen, Chien-Chou, also serves as the corporate governance officer (Starting March 9, 2026, the position was concurrently held by Chiang, Ko-Pei, General Manager of Finance Department):
- Corporate governance officer can also serve as another department, shall be a qualified, practice-eligible lawyer or accountant or have been in a managerial position for at least three years in a security, financial, or security-related institution or a public company.
- Corporate governance officer shall furnish information required for business execution by directors, assist directors with legal compliance, and handle matters relating to board meetings and shareholder’s meetings in accordance with law...etc.
- An investigation revealed that the current General Manager of Finance Department, Chiang, Ko-Pei, has over three years of experience in managing finance, accounting, stock affairs, and deliberations in a publicly listed company, and thus meets the relevant standards for corporate governance personnel.
Related implementation status in 2025:
- Assist the directors in performing their duties, provide the required information, and arrange for directors to pursue further studies:
(1) Inform the members of the board of directors about the revision of the company's business field and the latest laws and regulations related to corporate governance.
(2) Provide company information required by the directors and communicate with directors smoothly.
(3) Assist in arranging independent directors to meet with the company managers, internal officer or independent auditors, communicate and understand Issues related to the company's financial business.
(4) According to the company's industrial characteristics and the latest economic development, arrange for directors to participate in the annual refresher program and curriculum, total 18 times for 57 hours.
-
To assist procedures and resolutions of the board of directors and shareholders' meeting:
(1) Report to the Board of Directors and the Audit Committee, the company's corporate governance operations, shareholders' meetings, and Boards of directors held in accordance with relevant laws and corporate governance code specifications.
(2) Assist and remind the directors that should follow the regulations when performing business.
(3) After the meeting of board of directors, to be responsible for the release of significant information on relevant resolutions, to ensure the legality and correctness of the content and to guarantee investor trading information equivalent. -
The agenda of the board of directors shall be notified to the directors seven days before the meeting, and the meeting shall be convened to provide the meeting materials. If the matters need to be avoided, they will be reminded in advance and the minutes of the board meeting will be completed within 20 days after the meeting.
-
4 Handle the pre-registration of the date of the shareholders' meeting by the law, make the notice, the handbook, and the minute of the meeting within the statutory time limit. Handle the change registration affairs in the amendment of the articles of association or the e-election/re-appointment of directors.
Chief of Corporate Governance's Training Records in 2025
| Training Period | Sponsor Unit | Course | Time (hr.) |
|---|---|---|---|
| 2025/7/9 | Taiwan Stock Exchange | 2025 Cathay Sustainable Finance & Climate Change Summit Forum. | 6.0 |
| 2025/8/11 | Taiwan Stock Exchange | CDP's IFRS S2 Issues Analysis and Promotion Course - Strengthening Climate Information Disclosure to Enhance Corporate Climate Resilience | 6.0 |
2.2.5 Composition, Responsibilities, and Operations of the Compensation Committee
The Compensation Committee assists the Board in discharging its responsibilities relating to the Company's compensation and benefits policies, plans and programs, and the evaluation of the directors' and executives' compensation.
The Chairman of the Compensation Committee convened three regular meetings in 2022. The Compensation Committee Charter is available on the Company's corporate website.
- Professional Qualifications and Independence Analysis of Compensation Committee Members
| Criteria
Name/Title | Professional Qualification and Experience
(Note 1) | Independence Directors' Independence Status | Number of
Other
Taiwanese
Public
Companies
Concurrently
Serving as a
Compensation
Committee
Member |
| --- | --- | --- | --- |
| Wang, Chin-San (Chair)
Independent director | He is a Certified Public Accountant.
He was Audit Function Managing Partner
and Vice Chairman of Deloitte & Touche
Taiwan.
He is also Independent Director and
Remuneration Committee Member of
Taiwan Cement Corp., DACIN
Construction Co., Ltd. and Fulin Plastic
Industry (Cayman) Holding Co., Ltd. | All the Remuneration Committee members meet any of
the following situations:
1. Satisfy the requirements of Article 14-6 of “Securities
and Exchange Act” and the requirements of
“Regulations Governing the Appointment and Exercise
of Powers by the Remuneration Committee of a
Company Whose Stock is Listed on the Taiwan Stock
Exchange or the Taipei Exchange” (Note 2) issued by
Taiwan’s Securities and Futures Bureau.
2. Independent Director (or nominee arrangement) as well
as his/her spouse and minor children do not hold any
TNC shares.
3. Received no compensation or benefits for providing
commercial, legal, financial, accounting services or
consultation to the Company or to any its affiliates
within the preceding two years, and the service
provided is either an “audit service” or a “non-audit
service”. | 3 |
| Lu, Shih-Tong
Independent director | He is a Professor of Dept. of International
Logistics and Transportation Management,
Kainan University.
He is also Independent Director and
Remuneration Committee Member (Chair)
of Hua Yin Electronic Co., Ltd. | | 1 |
| Lin, Hong-Yu
Independent director | She was an adjunct assistant professor in
Dept. of International Business Soochow
University.
She is Deputy Director of Research
Division two in Taiwan Institute of
Economics Research.
She is also Independent Director and
Remuneration Committee Member of First
Financial Holding Co. Ltd. | | 1 |
Note 1: The Compensation committee is comprised of all three independent directors. For members' professional qualification and experience, please refer to "3.2.1. Information Regarding Board Members" on page 7 of this Annual Report.
Note 2: During the two years before being elected and during the term of office, meet any of the following situations:
(1) Not an employee of the company or any of its affiliates;
(2) Not a director or supervisor of the company or any of its affiliates;
(3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders;
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding (1) subparagraph, or of any of the above persons in the preceding subparagraphs (2) and (3);
(5) Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company, ranks as of its top five shareholders, or has representative director(s) serving on the company's board based on Article 27 of the Company Law;
(6) Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company;
(7) Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company's chairman or CEO (or equivalent);
(8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the company; and
(9) Other than serving as a remuneration committee member of the company, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, and the service provided is an "audit service" or a "non-audit service which total compensation within the recent two years exceeds NT$500,000".
- Compensation committee authority:
The committee shall faithfully perform the following functions and powers with the attention of the excellent manager and submit the recommendations to the board of directors for discussion:
(1) Review this procedure regularly and propose amendments.
(2) Establish and regularly review the policies, systems, standards, and structures of the performance evaluation and salary remuneration of directors and managers of the Company.
(3) Regularly assess and determine the salary remuneration of the directors and managers of the company.
(4) Matters relating to salary remunerations handed down by other board of directors.
When the committee performs its previous functions and powers, it shall be based on the following principles:
(1) Ensure that the company's salary compensation arrangements are in compliance with relevant laws and regulations and are sufficient to attract talents.
(2) The performance appraisal and salary remuneration of directors and managers should refer to the normal level of the peers, and consider the time and the responsibilities of the individuals, and assess the relevance of the individual's performance to the company's operating performance and future risks.
(3) Directors and managers should not be led to engage in behaviors that exceed the company's risk appetite in pursuit of salary compensation.
(4) Members of the Committee shall not participate in the discussion and voting of their personal salary remuneration decisions.
The salary remuneration referred to in the preceding two items includes cash remuneration, stock options, dividend share, retirement benefits or resignation benefits, various allowances and other measures with substantial rewards; the scope shall be in accordance with the guidelines for the record of the annual report of the public company. The remuneration of the directors and managers is the same.
3. Attendance of Members at Compensation Committee Meetings
(1) A total of three members in the Compensation Committee.
(2) Current term: From June 11, 2024 to June 10, 2027. From the previous term to the current term, a total of three (A) Compensation Committee meetings were held in the previous period. The attendance record of the Compensation Committee members was as follows:
| Title | Name | Attendance in Person(B) | By Proxy | Attendance Rate in Person(%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Independent director | Wang, Chin-San | 3 | - | 100 | |
| Independent director | Lu, Shih-Tong | 3 | - | 100 | |
| Independent director | Lin, Hung-Yu | 3 | - | 100 | |
| Other mentionable items: 1. If the board of directors declines to adopt or modifies a recommendation of the compensation committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the compensation committee’s opinion (e.g., the remuneration passed by the Board of Directors exceeds the recommendation of the compensation committee, the circumstances and cause for the difference shall be specified): None. 2. Resolutions of the compensation committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, session, the content of the motion, all members’ opinions and the response to members’ opinion should be specified: None. |
(2) Annual Operation Situation: A total of three Compensation Committee meetings were held in the annual year.
| Date | Contents | Resolution | Committee’s Opinion |
|---|---|---|---|
| 2^{nd} Regular Meeting of the 27th Compensation Committee | |||
| February 24, 2025 | The allocation of employees and director compensation for the Company for 2024 is NT$14,851,852 and NT$9,000,000, respectively. | Approved | None |
| 3^{rd} Regular Meeting of the 27th Compensation Committee | |||
| April 15, 2025 | 1. Proposal to define the scope of the Company’s onshore entry-level employees. | ||
| 2. Amendment to the Company’s “Articles of Incorporation”. | Approved | None | |
| 4^{th} Regular Meeting of the 27th Compensation Committee | |||
| December 3, 2025 | 1. The Company intends to resolve 2025 annual director’s remuneration before tax benefit (not yet put out employees’ remuneration and directors’ compensation). | ||
| 2. Salary increment of employees (including the managers, but excluding the Chairman and the General Manager.) started from 2026. | |||
| 3. Proposal to amend the Company’s “Guidelines for the Disbursement of Annual Bonuses to Shore-Based Operational Staff.” | Approved | None |
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2.2.6 Promotion of Sustainable Development – Implementation Status and Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Does the company establish a governance structure to promote sustainable development and set up a full-time (part-time) unit for sustainable development, which is handled by senior management authorized by the board of directors, and the board of directors supervises the situation? | ✓ | To achieve the sustainable development goals and strengthen sustainable governance, the company has established the "Sustainability Development Committee Organization Regulations" and set up a Sustainability Development Committee. The committee members are the president and the heads of various departments, offices and the Kaohsiung branch. The committee appoints the president, who is also a director, as the sustainability director. The committee, authorized by the board of directors, will faithfully perform its duties with the care of a good manager and will report the implementation status and update the work progress to the board of directors quarterly as required. The administrative department is the part-time unit for promoting sustainable development. On June 23, 2025, the first meeting of the Sustainability Development Committee was held. Under the supervision of the president, who is also a director, as the meeting chairperson, four cross-departmental working groups of the Sustainability Development Committee were established, including the Corporate Governance Group, the Sustainability and Environment Group, the Social Welfare Group, and the Sustainability Information Disclosure Group. Supervisors were appointed for each group to review the performance and implementation of the sustainability strategy, and executive secretaries were appointed for each group to convene group meetings. The following are the relevant proposals submitted by the Company's Sustainability Committee to the Audit Committee and the Board of Directors for 2025: 1. On March 7, 2025, the Sustainability Committee submitted the Company's "2024 ESG Report Case" to the 5th meeting of the 3rd Audit Committee and the 6th meeting of the 27th Board of Directors, explaining that the relevant preparation work commenced in December 2024 and the submission of the "2024 ESG Report" is expected to be completed by mid-August 2025. 2. On April 30, 2025, the Sustainability Committee submitted the Company's "2024 ESG Report Case" to the 5th meeting of the 3rd Audit Committee and the 7th meeting of the 27th Board of Directors, explaining that the draft is expected to be completed in early May 2025 and the submission is expected to be completed by mid-August 2025. | None |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 3. On August 6, 2025, the Sustainability Committee submitted the Company's "2024 ESG Report Case" to the 6th meeting of the 3rd Audit Committee and the 8th meeting of the 27th Board of Directors, explaining that the "2024 ESG Report" had been completed and resolving to approve it. | ||||
| 4. On December 16, 2025, the Sustainability Committee submitted the Company's "2025 ESG Report Case" to the 7th meeting of the 3rd Audit Committee and the 10th meeting of the 27th Board of Directors, explaining that the relevant preparation work had commenced in November 2025 and that the submission of the "2025 ESG Report" was expected to be completed by mid-August 2026. | ||||
| 2. Does the company follow principles of materiality in evaluation the risks of environmental, social, and corporate governance, and establish relevant policies or strategies? | ☑ | Risk Assessment Related to Company Operations: To ensure the company's sustainable operation and maintain the necessary sensitivity and resilience to various operational risks, we regularly conduct risk assessments of environmental, social, and governance (ESG) issues related to our operations. We formulate corresponding strategies and measures to monitor, prevent, assess, and control identified risks, thereby reducing their probability of occurrence or impact. Our Sustainability Committee analyzes and integrates assessment data from various departments based on the materiality principle of the sustainability report to assess significant ESG issues. We then establish effective risk management policies for identification, measurement, assessment, monitoring, and control, and implement concrete action plans to mitigate the impact of related risks. |
Risk Management Strategies: Based on the assessed risks, we formulate relevant risk management strategies, including descriptions of the causes of risk types such as strategic and operational risks, market risks, financial risks, regulatory risks, climate change risks, supply chain risks, occupational safety risks, and information and communication security risks, as well as the formulation and implementation of strategies. | None |
| 3. Environment | | | | |
| (1) Does the company establish an appropriate environmental management system according to its industrial characteristics? | ☑ | | Environmental Management System: To protect the natural environment and reduce carbon emissions, our company has established the "Corporate Environmental and Energy Conservation Management Guidelines" to ensure the sustainable use of natural resources. To mitigate the impact of our operations on | None |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| climate change, our "Shipbuilding, Engineering Materials and Paint Management Guidelines" require suppliers to cooperate and comply with relevant environmental and health regulations, jointly striving to enhance corporate social responsibility. Furthermore, contractors are required to take preventative measures in accordance with the Contractor's Occupational Safety and Health Procedures (OSHS) guidelines, the Occupational Safety and Health Act, and other relevant laws and regulations to prevent disasters, jointly striving to enhance corporate social responsibility. |
Implementation Status:
Our company's total energy consumption in 2025 is 87,102.8120 GJ, an increase of 14.84% compared to the previous year. This increase is due to the increased demand from the Penghu vessel operation in 2025, leading to higher overall energy consumption. Regarding energy intensity, the energy intensity in 2025 is 20.2500 GJ/NT$ million, a slight increase compared to 2024, but remaining stable. We will continue to improve our energy management practices in the future. In 2025, the greenhouse gas emissions of the Company’s Taipei headquarters and Kaohsiung branch in Categories I and II will be 7,002.3222 tCO2e, with a greenhouse gas emission intensity of 1.6284 tCO2e/NT$ million; the greenhouse gas emissions in Category III will be 312,528.1205 tCO2e. The total emissions in Categories I to III in 2025 decreased by 4.11% compared with the previous year. | |
| (2) Does the company endeavor to utilize all resources more efficiently and use renewable materials which have low impact on the environment? | ☑ | | The company is committed to improving resource utilization efficiency. Our ships use low-sulfur fuel oil and shore power systems to reduce air pollution and greenhouse gas emissions. We also employ special anti-fouling hull coatings to reduce marine organism adhesion, lower water resistance, and reduce fuel consumption.
The company has established "Corporate Environmental and Energy Conservation/Carbon Reduction Management Guidelines" and has implemented the following measures:
1. Promoting paperless operations, utilizing email for data transmission, announcements, and projector presentations for meetings. We also encourage double-sided printing and reuse of blank pages using environmentally friendly recycled photocopy paper.
2. Replacing outdated office equipment with high-efficiency, energy-saving, or water-saving certified electrical appliances. | |
- 41 -
| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| Yes | No | Abstract Illustration |
| 4. Creating a low-carbon office environment, automatically setting computers and office machines to enter low-power sleep mode to reduce standby power consumption. | ||
| 5. All office lights in the land-based offices were replaced with energy-saving LED lights in 2018, and by 2025, motion-sensor LED lights will be installed in less frequented areas of the basement, turning on only when someone is present, further saving electricity. | ||
| 6. Colleagues are encouraged to conserve water, and faucet flow rates have been adjusted to achieve this goal. | ||
| 7. Waste sorting and recycling are implemented to uphold environmental policies | ||
| (3) Does the company monitor the impact of climate change on its operations and conduct greenhouse gas inspections, as well as establish company strategies for energy conservation and carbon reduction? | ✓ |
Based on the TCFD framework, the company disclose action plans for the four core elements of governance, strategy, risk management, indicators, and objectives related to climate-related risks and opportunities. This information is disclosed on page 49 of our 2024 ESG Report. | |
| (4) Does the company collect information on greenhouse gas emissions, water consumption, and total weight of waste in the past two years, and formulate policies on energy conservation and carbon reduction, greenhouse gas reduction, water usage reduction, or other waste management policies? | ✓ | | The following are the statistical data of the company for the past two years: (The data covers the parent and subsidiary companies in the consolidated financial statements, including the Taipei headquarters and the Kaohsiung branch)
(1) Greenhouse gas emissions in the last 2 years: | None |
| Year | Scope 1 | Scope 2 | Scope 3 |
| 2024 | 5,601.7521 | 623.0060 | 326,999.7736 |
| 2025 | 6,440.4608 | 561.8614 | 312,528.1205 |
| (Unit: tCO2e) |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| Yes | No | Abstract Illustration |
| (2) water consumption in the last 2 years: | ||
| Water Consumption (liter) | Taipei Headquarters | Kaohsiung Branch |
| 2024 | 1,559,000 | 1,163,000 |
| 2025 | 1,825,332 | 663,428 |
| (3) Total weight of waste in the last 2 years: (The company is not in the manufacturing industry and does not generate hazardous waste.) | ||
| Please refer to page 61, section 1-2 of this annual report for greenhouse gas reduction policies, which outline greenhouse gas reduction targets, strategies, and specific action plans. | ||
| Water Reduction Management Policy: The company has established "Key Points for Corporate Environmental and Energy Conservation/Carbon Reduction Management," promoting environmental education and online training courses to raise water conservation awareness and cultivate employees' water conservation and sustainability consciousness. Quantitative Water Reduction Management Target: The company's annual quantitative management target for water reduction, including the Kaohsiung branch, is to achieve a 1% reduction in water consumption each year. Implementation Measures and Achievement Status: Water used on board ships is drawn from seawater and | ||
| Waste (kg) | Taipei Headquarters | Kaohsiung Branch |
| Non-hazardous waste | Hazardous waste | Non-hazardous waste |
| 2024 | 5,330 | 0 |
| 2025 | 4,452 | 0 |
| then produced freshwater by onboard desalination machines. The fleet is also required to conserve water to achieve environmental protection goals. Water usage at land-based office locations is adjusted so that each tap dispenses water within usable limits to avoid wasting water resources. Priority is given to purchasing water-saving certified products to reduce water consumption at office |
| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| locations. | ||||
| Regular inspections are conducted for pipe leaks, and any abnormal usage is immediately analyzed and rectified. | ||||
| After renovations at the Kaohsiung branch in 2024, abnormal water consumption occurred. Following repairs by the vendor, water consumption has continued to decrease, reaching approximately 40,000 liters by July 2025. | ||||
| In 2025, the company's total water consumption, including that of the Kaohsiung branch, decreased by 8.6%. |
Waste Reduction Management Policy:
The company has established "Key Points for Corporate Environmental and Energy Conservation/Carbon Reduction Management," promoting environmental education and online training courses to educate employees on waste reduction and recycling measures, implementing waste sorting and recycling, and cultivating employees' environmental and sustainability awareness.
Quantitative Waste Reduction Management Target:
The company, including the Kaohsiung branch, aims to achieve a 1% annual reduction in waste.
Implementation Measures and Achievement Status:
All combustible waste on board is consumed by incinerators that meet air pollution standards. In 2020, the company proactively commissioned a classification society to verify and develop the Inventory of Hazardous Materials (IHM) for ships. Since 2021, the company have fully implemented the sourcing of parts from suppliers that meet IHM requirements, using SDoC and MD certificates to comply with EU ship recycling regulations. All our vessels have completed the relevant verification and obtained classification society accreditation certificates.
The company promote paperless operations in our land-based offices, requiring double-sided photocopying of paper to reuse waste paper as much as possible to reduce paper waste.
In fiscal year 2025, the total amount of waste generated by the company, including the Kaohsiung branch, decreased by 6.7%.
Circular Economy Recycling Design and Implementation:
Employees are encouraged to bring their own tableware and reusable water cups, avoiding the use of disposable tableware and cups.
Recyclable waste from the Taipei headquarters is | |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| collected regularly by Tzu Chi environmental volunteers. Household waste is disposed of in accordance with Taipei City environmental regulations using specialized garbage bags purchased by a cleaning company. Recyclable waste from the Kaohsiung branch is handled by qualified cleaning companies in accordance with Kaohsiung City environmental regulations. To reduce resource waste caused by disposable beverage cups and tableware, in 2025, the company encouraged employees to bring their own tableware and reusable water cups at three employee buffet events, successfully replacing over 350 disposable cups and tableware. | ||||
| 4. Social Responsibilities | ||||
| 1) Does the company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? | ☑ | The company adheres to relevant government labor laws and international human rights principles, and in accordance with the Maritime Labour Convention (MLC), the International Convention for the Safety of Life at Sea (SOLAS), the International Safety Management Code (ISM Code), and relevant international standards established by the International Maritime Organization (IMO), the company have established and continuously optimize our Ship Safety Management System (SMS) and Ship Safety Management Manual to ensure that ship operations comply with international standards for safety, environmental protection, and human rights protection. |
This policy applies to all managers and employees, related companies, affiliated companies, suppliers, contractors, and other stakeholders, and is committed to preventing any human rights violations.
This policy covers aspects such as ship safety management, prevention of marine pollution, maritime life safety management, and occupational health and hygiene management, and is based on the ESG (Environmental, Social, and Governance) principles of sustainable governance, striving to create a safe, human rights-respecting, and inclusive maritime working environment. The company ensures that the employment conditions of its crew members comply with international standards, including fair employment, reasonable pay, appropriate working hours and rest periods, health protection, medical care, welfare measures and other social security, in order to protect the basic rights and dignity of the crew members. | None |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| Regarding crew management, the company ensures appropriate employment and working conditions for crew members in accordance with the Maritime Labour Convention (MLC), and has established a transparent and fair grievance and communication mechanism to ensure that crew members work in a non-discriminatory, non-harassing, and non-forced labor environment. The company also values the physical and mental health and work-life balance of its crew members, providing necessary psychological support and health promotion measures to improve crew welfare and job satisfaction. |
Regarding education and training, the company has established a comprehensive crew training system to ensure that crew members possess the professional skills and safety awareness required to perform their duties.
Relevant training content includes:
1. Ship Safety and Emergency Training:
In accordance with SOLAS and ISM Code regulations, we regularly conduct fire drills, abandon ship drills, oil spill response drills, and other emergency response training to ensure that crew members are capable of responding to maritime emergencies.
-
Occupational Safety and Health Management Training:
Strengthening crew members' awareness of occupational safety, hazard identification, risk assessment, accident prevention, and safe operating procedures to reduce workplace accident risks. -
Environmental Protection and Pollution Prevention Training:
Enhance crew members' awareness of marine environmental protection, including ship waste management, oil pollution prevention, energy efficiency, and emission reduction measures. -
Human Rights and Anti-Discrimination Education and Training:
Promote international human rights principles through education and training, strengthen crew members' understanding of anti-discrimination, anti-harassment, anti-bullying, and diversity and inclusion, and establish a respectful and inclusive work culture. -
Crew Welfare and Mental Health Support:
Provide stress management and mental health-related | | -
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| education to help crew members improve their emotional adjustment abilities and build a supportive shipboard culture. |
The company has obtained internationally certified ship safety management certificates in accordance with the above systems and regularly undergoes audits by third-party verification agencies, including external audits conducted by the CR Classification Society and Bureau Veritas (BV), to ensure that the management system continuously meets international standards and is constantly improved. | |
| (2) Does the company formulate and implement reasonable employee benefits (including remuneration, vacation, and other benefits), and appropriately reflect operating performance or results in employee compensation? | ☑ | | Employee Remuneration:
In order to ensure that the company's salary and remuneration arrangements comply with relevant laws and regulations and are sufficient to attract outstanding talents, in accordance with the Labor Standards Law, the Gender Work Equality Law and other regulations, the company's work rules stipulate the maintenance of employee appointment and dismissal, promotion, salary awards, work, rest, and retirement. Remuneration, welfare and other rights and interests’ measures, based on the duties and responsibilities of colleagues, combined with the operating performance of the company, unit and individual, to provide a reasonable and competitive salary system. (In 2025, 1% of pre-tax net profit was allocated as employee compensation, and in 2026, salaries were raised by 3% in response to the government's salary increase policy)
In addition, the company's compensation committee organization rules have been formulated and regularly review the company's directors and managers performance evaluation and compensation policies, systems, standards and structures
Employee benefits measures:
The company has completed and generous welfare measures, the main items are: insurance, education and training courses, bonuses and subsidies, awards for outstanding performance and senior colleagues, various leisure facilities and recreational activities, employee welfare committees, health management (health check and on-site medical care), childcare measures, etc.
Diversity and Equality:
The company realizes that men and women have equal pay for equal work and equal promotion opportunities, and promotes sustainable and common prosperity and economic growth. In 2025, the average proportion of female employees was 20.23 %, and the company will aim to cultivate outstanding female employees to | None |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| become managers. | ||||
| (3) Does the company provide a healthy and safe working environment and organize training on health and safety for its employees on a regular basis? | ☑ | The company's labor safety policy: to implement workplace safety and promote employees' physical and mental health; Goal: to eliminate potential hazards and achieve a disaster-free record. The company is committed to maintaining a safe working environment and protecting the lives and property of employees. The frequency rate of disabling injuries in 2025 was 0.519, caused by an employee fall injury. The company will continue to educate employees to pay attention to safety at work. There were zero fire incidents and zero casualties in 2015. Each floor of our company has a designated "Fire Disaster Team" and the information is posted on the bulletin board. Fire extinguishers, smoke detectors, and public address systems on each floor are regularly tested and kept in working order. In response to the vision of "Healthy Taiwan", the company attaches great importance to the health and welfare of its employees. In compliance with and even better than the law, it organizes regular employee health examinations every 2 to 3 years, grants one day of public leave on the day of the examination, and appoints with professional nurses and contracted doctors to provide on-site medical care and health management services to help employees prevent and treat obesity, high blood sugar and high cholesterol. | None | |
| (4) Does the company provide its employees with career development and training sessions, and disclose the content and implementation status? | In response to the company's organizational strategy and the training needs of its employees, we arrange necessary internal and external vocational training programs for employees, providing an effective environment for professional skills development and self-growth. The company prioritize the promotion and advancement of talented internal employees. In 2025, our onshore staff received 725 person-times of online and in-person training, totaling 1,590 hours, with training costs reaching NT$157,100. Furthermore, we provide internship and employment opportunities for students from maritime colleges on ships, cultivating maritime talent. | |||
| (5) With respect to customer health and safety of products and services, customer privacy, marketing, and labeling, does the Company comply with relevant regulations and international standards, and | ☑ | A consumer complaint channel is established for the operated vessel, M/V PENGHU, to protect consumer rights. The Company upholds the principle of proper faith management and establishes an independent reporting mailbox at [email protected] for the | None |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| formulate related consumer protection policies and appeal procedures? | internal and external personnel of the company to use and assign specialized staff to accept. The Company’s fleets are operated and certified in accordance with relevant regulations and international standards. | |||
| (6) Does the Company have a supplier management policy that requires suppliers to comply with and implement relevant regulations on issues such as environmental protection, occupational safety and health, labor rights, information and communication security or privacy protection? | ✓ | Supplier Management Policy: The company adheres to the stringent regulations of the International Maritime Organization (IMO) regarding environmental pollution control, labor rights, and safety protections in the shipping industry, requiring regular verification. Therefore, the company apply the same standards to upstream shipyards to ensure the legality and compliance of our operations. Although the upstream shipbuilding market is relatively small, the company conduct due diligence to assess their quality and service. In particular, asbestos is commonly used in traditional shipbuilding; however, asbestos poses a health hazard to humans and other organisms, not only during shipbuilding but also in shipbreaking operations. This not only threatens worker health but may also impact the marine environment. Therefore, the company actively select asbestos-free environmentally friendly suppliers and ensure that all purchased components meet relevant standards. Material suppliers must provide asbestos-free certification, and classification societies also check the environmental impact assessment of materials and the acquisition of IHM certificates. Our operations are aligned with ESG goals, and the company actively promote energy conservation and carbon reduction strategies. To ensure that supplier products meet environmental protection requirements, for ship suppliers, the company’s procurement contracts require the following ship-related certification documents to ensure that the products of our partners have reduced their environmental impact: (1) International Air Pollution Prevention Certificate (2) Asbestos-Free Declaration (3) Fuel Consumption Requirements Certificate (4) Inventory of Hazardous Materials (IHM) Furthermore, the company has established "Key Points for the Management of Marine Engineering Materials and Paints" to regulate our partner suppliers, preventing various harmful and polluting substances from impacting the marine environment and ecology. Regarding information and communication security and privacy protection, the company requires system development suppliers to submit cybersecurity vulnerability scan reports before system launch or | None |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| during regular maintenance. By reviewing scan records, we ensure that the system source code and architecture are free of medium- to high-risk vulnerabilities, preventing personal data leaks. | ||||
| Supplier Management Implementation: | ||||
| For Taiwanese suppliers, we conduct evaluations every six months based on the "Supplier Delivery Quality Evaluation Form" to ensure stable supply quality. For overseas suppliers, since procurement is often temporary, we prioritize cooperation with stable, long-term local suppliers to ensure resilience in emergency situations. Our company is committed to establishing long-term, mutually beneficial, and trustworthy partnerships with various suppliers, and adds specific regulations to contracts based on actual needs to ensure stable cooperation. | ||||
| Regarding onboard supplies and general procurement, our company considers not only supplier reputation but also prioritizes suppliers who comply with environmental and IHM (Independent Health Management) standards. Suppliers must provide an IHM hazardous substances list to ensure compliance with regulations. For example, suppliers of equipment such as lifeboats and batteries must submit MD (Material Requirements Document) and SDOC (Site Management Office Requirements Document) documents to confirm the composition and management methods of hazardous substances. If substances exceed threshold values, the vessel must be marked and recorded, and continuously tracked until the vessel is sold or scrapped. | ||||
| The company’s procurement and replenishment work involves the crew compiling a list of required onboard supplies and existing materials, and procuring them according to the Charterers’ specified route requirements. For marine paints, chemicals, and lubricants, the company collaborate with established suppliers to maintain stable prices and service quality. For other supplies, the company evaluate suppliers' quality, price, service, and delivery time based on the nature of the procurement and require suppliers to comply with our policies. Furthermore, the company emphasizes transparency in transactions and prohibits the direct or indirect offering, promise, demand, or acceptance of any form of unfair benefit to promote sustainable development for our suppliers. | ||||
| Furthermore, the company prioritizes the use of recycled materials, such as in the filling and exchange of acetylene and oxygen cylinders, to reduce environmental impact and ensure compliance with safety standards. The company will continue to |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| strengthen our supply chain management mechanisms to ensure that all partners adhere to environmental protection and safety regulations, jointly promoting sustainable development. | ||||
| Regarding information and communication security and privacy protection, the company prioritizes leading vendors with ISO 27001 information security management systems or international cybersecurity reputations as maintenance partners. By verifying vendors' cybersecurity service capabilities and compliance statements, the company ensure that basic maintenance work (such as server, network, and cybersecurity software monitoring) complies with corporate cybersecurity standards. The company maintains stable maintenance relationships with vendors possessing strong cybersecurity capabilities, and no major cybersecurity incidents caused by supplier negligence occurred in fiscal year 2025. | ||||
| Engineering and Labor Contracting Standards: Although the company is a transportation service provider rather than a manufacturer and therefore does not have a specific source of supply, in cases involving labor resources such as engineering outsourcing, our company has established the "Taiwan Airlines Supplier (Contractor) Operational Safety, Environmental Protection, and Health Standards." This requires labor suppliers to strictly comply with relevant laws and regulations. At the same time, suppliers must also provide operational safety and health precautions and occupational safety and health measures notices, and agree to comply with government labor safety and health regulations during the contract period. | ||||
| Sustainable Procurement: At our key operational locations, the company strive to utilize local sourcing to reduce carbon emissions from long-distance transportation and support local business development. In 2025, the company maintained a 100% local sourcing rate, with local procurement exceeding NT$1.2 million. Green procurement for our offices also saw significant growth compared to the previous year, exceeding NT$185,000, representing an annual increase of approximately 86%. Moving forward, the company will continue to implement local and green procurement practices. | ||||
| 5. Does the company refer to internationally accepted reporting standards or guidelines for compiling reports on non-financial information, such as the Corporate Sustainable development reports? Did the | ✓ | Our ESG report is prepared in accordance with the 2021 edition of the Global Reporting Initiative (GRI) Sustainability Reporting Standards, the Maritime Shipping Industry Sustainability Accounting Indicators published by the U.S. Sustainability Accounting Standards Board (SASB), and the Climate-Related | The previous release reports of the company have not obtained a |
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| Promotion Item | Implementation Status | Deviations from “the Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| previous release reports obtain a confirmation or assurance opinion from a third-party verifier? | Financial Disclosures (TCFD) framework of the Financial Stability Board (FSB). Furthermore, in accordance with the "Blueprint for Taiwan's Adaptation to International Financial Reporting Standards (IFRS) Sustainability Disclosure Standards" published by Taiwan's Financial Supervisory Commission, the company will actively respond to the implementation of IFRS S1 and S2 standards, ensuring that we are fully prepared when the regulations apply, and enhancing the comparability and transparency of our sustainability disclosures. | confirmation or assurance opinion from a third party verifier. | ||
| 6. If the company has established the corporate social responsibility principles based on “the Corporate Sustainable development Best-Practice Principles for TWSE/TPEx Listed Companies,” please describe any discrepancy between the Principles and their implementation : None. |
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- Other important information to facilitate better understanding of the corporate sustainable development practices :
Energy Management Plan and Implementation Status:
The company's onshore operations primarily utilize purchased electricity, while the Kaohsiung branch uses fuel oil and marine diesel oil. Total energy consumption in 2025 is 87,102.8120 GJ, an increase of 14.84% compared to the previous year. This increase is attributed to the increased demand from the M.V. Penghu operation in 2025, leading to higher overall energy consumption. Regarding energy intensity, the energy intensity in 2025 is 20.2500 GJ/NT$ million, a slight increase compared to 2024, but remaining stable. The company will continue to improve its energy management practices.
In 2025, the company will completely replace traditional light bulbs with energy-saving LED tubes and install motion-sensor LED lights in less frequented areas of the basement. These lights will only illuminate when people are present, saving electricity.
The company continues to provide energy efficiency training for employees, promoting energy-saving measures. In 2025, the greenhouse gas emissions from the Taipei headquarters and Kaohsiung branch under Categories I and II will be 7,002.3222 tCO2e, and those under Category III will be 312,528.1205 tCO2e. The total emissions from Categories I to III in 2025 represent a 4.11% decrease compared to the previous year. The company will continue to refine our carbon reduction efforts and promote their effectiveness.
The company's annual quantitative management target for energy reduction, including the Kaohsiung branch, is to achieve a 1% reduction each year.
Energy usage of the Company over the past two years: (unit: GJ) (Data covers the parent and subsidiary companies in the consolidated financial statements, including the Taipei headquarters and the Kaohsiung branch)
| Energy Type | Item | 2024 | 2025 |
|---|---|---|---|
| Scope 1 | Fuel Oil | 74,341.1330 | 84,926.8990 |
| Marine Diesel Oil | 642.8130 | 1,372.0840 | |
| Gasoline | 101.7310 | 76.3410 | |
| Scope 2 | Purchased electricity | 763.4660 | 727.4880 |
| Total (GJ) | 75,849.1420 | 87,102.8120 | |
| Annual consolidated operating revenue (NT$ million) | 4,400 | 4,300 | |
| Energy use intensity (GJ/NT$ million) | 17.2400 | 20.2500 | |
| Percentage of renewable energy | 0% | 0% |
Human rights due diligence:
Referring to the UN Guiding Principles for Business and Human Rights (UNGPs), the OECD's Guidelines for Multinational Enterprises and Responsible Corporate Behavior, and the Due Diligence Guidelines for Responsible Corporate Behavior, the company established a systematic mechanism for identifying, assessing, and improving human rights risks by 2025. This human rights due diligence covers employees, crew members, and suppliers (contractors) at the Taipei headquarters and Kaohsiung branch. The company will translate the findings into a concrete action plan to ensure that human rights protection is internalized as a core part of our corporate culture. Based on the human rights due diligence results in 2025, the following human rights issues were identified for employees at the Taipei Headquarters and Kaohsiung branch: fair pay, working hours, occupational safety and health, diversity, inclusion, and equality; for crew members: fair pay, working hours, occupational safety and health, and living and working space; and for suppliers (contractors): occupational safety and health.
Human rights due diligence process :
| Human rights risk inventory and identification | Assessment, analysis, and action | Human rights risk management review and improvement | Disclosure and regular follow-up |
|---|---|---|---|
Human rights risk mitigation and remedies :
| Category | Human Rights Risk Issues | Risk Mitigation | Remedial Measures |
|---|---|---|---|
| Taipei | |||
| Headquarters and | |||
| Kaohsiung | |||
| Branch | |||
| Employees | Pay equity | Employee salaries will be paid equally regardless of gender, race, nationality, religion, or political affiliation. | During the semi-annual performance review, employee salaries will be checked. If discrepancies are not due to individual skills, educational background, or work performance, appropriate adjustments will be made. |
| Working hours | 1. Establish work rules such as attendance management guidelines, clearly defining regulations regarding normal and extended working hours for employees. | ||
| 2. Communicate reasonable work arrangements and avoid unnecessary business trips to department heads in a timely manner. | Employees who work more than normal hours will be granted compensatory time off upon application and approval, and the number of hours not taken during the compensatory time off will be converted into wages. | ||
| Occupational safety and health | 1. Conduct regular employee health checkups. | ||
| 2. Organize occasional health lectures to raise employees' awareness of physical and mental health. | |||
| 3. Regularly maintain workplace safety equipment and provide basic vital sign measurement and first aid tools. | 1. On-site medical care and health management will be provided by hired professional nurses and contracted physicians. | ||
| 2. Assist employees with group insurance claims and labor insurance injury and illness benefits applications. | |||
| 3. Implement a mechanism for reporting and handling occupational accidents. | |||
| Diversity, inclusion, and equality | 1. Clearly define and publicly announce the "Workplace Sexual Harassment Prevention Measures, Complaint and Disciplinary Procedures" and the "Written Declaration Prohibiting | 1. Establish reporting and appeal channels. | |
| 2. Employ staff with disabilities. |
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| | | Workplace Violence," and regularly conduct educational training to enhance the ethical and human rights awareness of supervisors and employees.
2. Provide barrier-free facilities in the workplace. | |
| --- | --- | --- | --- |
| Crew Members | Pay equity | The employment conditions for crew members comply with international standards. | According to the Maritime Labour Convention (MLC), seafarers are guaranteed to receive wages in accordance with their employment contracts or agreements. |
| | Working hours | The ship's working hours and rest periods shall be clearly stipulated in accordance with international conventions. | Perform fleet self-inspection and internal and external audits. |
| | Occupational safety and health | 1. Sufficient medical resources are available on board.
2. Occupational safety training and drills are conducted regularly. | 1. Establish a maritime emergency rescue contact system.
2. Collaborate with medical institutions to provide remote medical care, with doctors offering professional medical advice and promptly addressing the health needs of crew members. |
| | Living and working spaces | Construct living and working spaces on board that comply with international conventions. | Perform fleet self-inspection and internal and external audits. |
| Supplier (Contractor) | Occupational safety and health | Our company has established "TNC Supplier (Contractor) Operational Safety, Environmental Protection, and Health Regulations," requiring suppliers to strictly comply with relevant laws and regulations to protect the health and safety of their workers. In the event of an industrial accident, the contractor shall be responsible for all necessary compensation measures, including group insurance, occupational injury insurance, and pension claims. | In accordance with the "TNC Supplier (Contractor) Operational Safety, Environmental Protection, and Health Regulations," suppliers (contractors) are required to be familiar with the operational safety and health precautions and all contents of the Contractor Occupational Safety and Health Measures Notification Form. Suppliers (contractors) are required to conduct a risk assessment and complete a risk assessment form before operations to analyze potential hazards and implement |
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necessary safety and health protection measures.
- Climate-Related Financial Disclosure Status
| Item | Execution |
|---|---|
| (1) Describe the Board of Directors and management's oversight and governance of climate-related risks and opportunities. | The Company's Sustainability Committee is headed by the President, who is also a Director. The Committee reports on the implementation status and progress to the Board of Directors on a quarterly basis. Given the broad scope of climate issues, the Committee also holds meetings from time to time to expand the attention and influence of climate issues through cross-departmental cooperation. |
| (2) Describe how the identified climate risks and opportunities affect the business, strategy and financial short-, medium- and long-term of the business. | Please refer to Chapter 4 of our 2024 ESG Report, "Impact of Climate-Related Risks and Opportunities in Environmental Protection on Finance." |
| (3) Describe the financial impact of extreme weather events and transition actions. | 1. Physical Climate Risks: Based on the selected RCP climate scenario, our Sustainability Committee assesses the potential impacts of climate disasters that may occur between 2.4°C and 4.4°C. Furthermore, using publicly available climate models/charts such as the "Taiwan Climate Change Projection Information and Adaptation Knowledge Platform" and the "3D Disaster Potential Map," we simulate climate scenarios ranging from RCP2.6 to RCP8.5. The estimated increase in the average maximum daily rainfall at the end of the century does not exceed the disaster threshold of the "3D Disaster Potential Map": 650 mm of rainfall in 24 hours. Therefore, our company faces no immediate risk of flooding. However, there is still the possibility of natural disasters such as typhoons causing site shutdowns, transportation difficulties, supply chain disruptions, and staff shortages. |
| 2. Climate Transition Risks Based on a scenario analysis of Nationally Determined Contributions (NDCs) under the Paris Agreement and relevant domestic regulations such as the Greenhouse Gas Reduction and Management Act and the Renewable Energy Development Act, our company estimates the financial impact on future electricity costs. Under the target of reducing BAU (Blockchain Active Gas) emissions by 50% by 2020, if Taiwan's renewable energy share increases from 5.6% in 2019 to the 40% target set by the national energy policy for 2020, the price of electricity from Taiwan Power Company (Taipower) is expected to rise from NT$2.63/kWh in 2019 to NT$3.88/kWh in 2020 due to the higher cost of renewable energy in Taiwan. This will increase our company's cost of purchasing electricity from |
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| (4)Describe how the process of identifying, assessing and managing climate risks is integrated into the overall risk management system. | external sources.
Based on the estimated 202,080 kWh of electricity purchased in 2025, energy costs are projected to increase to NT$784,070.4 in 2020. In light of this scenario, the company will continue to implement various energy-saving measures to mitigate the potential impact of purchased electricity.
To ensure the company's sustainable operation and maintain the necessary sensitivity and resilience to various operational risks, we regularly conduct risk assessments of environmental, social, and governance issues related to our operations. The company formulate corresponding strategies and measures to monitor, prevent, assess, and control identified risks, thereby reducing their probability of occurrence or impact.
Our Sustainability Committee analyzes data based on the materiality principle of the sustainability report, integrating assessment data from various departments to evaluate significant ESG issues. The company then establish effective risk management policies for identification, measurement, assessment, monitoring, and control, and implement concrete action plans to mitigate the impact of related risks.
To identify and assess significant shocks or risks related to our operations, the Sustainability Committee regularly assesses climate change risks to understand their specific potential financial impacts. This serves as the basis for policy formulation and objectives, and establishes a comprehensive climate management process, including identification, assessment, management, recovery, and adaptation steps, with continuous monitoring. |
| --- | --- |
| (5)If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and key financial impacts used should be described. | Please refer to Chapter 4 of our 2024 ESG Report, Climate Risk Scenarios Analysis for Environmental Protection. |
| (6)If there is a transition plan to address and manage climate-related risks, describe the content of the plan, and the metrics and targets used to identify and manage physical and transition risks. | Please refer to Chapter 4 of our 2024 ESG Report, "Impact of Climate-Related Risks and Opportunities in Environmental Protection on Finance." |
| (7)If internal carbon pricing is used as a planning tool, the basis for price setting should be stated. | The company does not use internal carbon pricing. |
| (8)If climate-related targets are set, information such as the activities covered, the scope of greenhouse gas emissions, the planning timeline, and the progress made in achieving them each year should be stated, and if carbon offsets or renewable energy certificates (RECs) | In 2015, the company commissioned an external consultant to conduct a greenhouse gas inventory. Referring to the Greenhouse Gas Inventory Protocol (GHG Protocol) and ISO 14064-1:2018, the inventory covered the parent and subsidiary companies listed in the |
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are used to achieve the relevant targets, the source and quantity of carbon reduction credits or renewable energy certificates (RECs) to be redeemed should be stated.
(9)Greenhouse Gas Inventory and Assurance Scenarios and Reduction Targets, Strategies and Specific Action Plans are provided separately in (1-1 and 1-2).
consolidated financial statements, using the Taipei headquarters and Kaohsiung branch as boundaries, and examined greenhouse gas emissions in categories one through three. In 2015, the greenhouse gas emissions from the Taipei headquarters and Kaohsiung branch in categories one and two were 7,002.3222 tCO2e, and the greenhouse gas emissions in category three were 312,528.1205 tCO2e. The total emissions from categories one through three in 2015 decreased by 4.11% compared to the previous year.
As shown in Table 1-1 and 1-2
1-1 The company's greenhouse gas inventory and assurance status for the past two years.
1-1-1 Greenhouse gas inventory information
Describe the greenhouse gas emissions (in metric tons CO2e), intensity (in metric tons CO2e per million), and data coverage for the past two years.
In 2015, the company commissioned an external consultant to conduct a greenhouse gas inventory. The inventory was conducted in accordance with the Greenhouse Gas Inventory Protocol (GHG Protocol) and ISO 14064-1:2018. The data covered the parent and subsidiary companies in the consolidated financial statements, with the Taipei headquarters and Kaohsiung branch as the boundaries.
The company's greenhouse gas emissions over the past two years:
(Unit: tCO2e)
| Category | Type | 2024 | 2025 |
|---|---|---|---|
| Category 1 | Direct Emissions | 5,601.7521 | 6,440.4608 |
| Category 2 | Purchased Electricity | 623.0060 | 561.8614 |
| Category 1 + Category 2 | 6,224.7581 | 7,002.3222 | |
| Turnover (NT$ million) | 4,400 | 4,300 | |
| Greenhouse Gas Emission Intensity (excluding Category 3) | 1.4147 | 1.6284 | |
| Category 3 | Indirect Emissions | 326,999.7736 | 312,528.1205 |
| Category 1 + Category 2 + Category 3 | 333,224.5317 | 319,530.4427 |
Note: The data from the 2024 inventory were calculated by our company using the same method as the 2025 inventory, referring to the Greenhouse Gas Inventory Protocol (GHG Protocol) and ISO 14064-1:2018, with the same boundaries and data scope.
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1-1-2 Greenhouse gas assurance information
| A description of the assurance status for the most recent two years up to the date of publication of the annual report, including the scope of assurance, assurance provider, assurance standards, and assurance opinions. |
|---|
| In accordance with the "Roadmap for Sustainable Development of Listed Companies" issued by the Financial Supervisory Commission, the company plans to complete the verification by 2028. In the future, the company will plan to have qualified third-party verification agencies conduct greenhouse gas verification in order to obtain verification declarations, and continue to cooperate with the government's net zero policy to strengthen and implement relevant energy conservation and carbon reduction plans. |
1-2 Greenhouse Gas (GHG) Reduction Targets, Strategies, and Action Plans
| Describe the baseline year for greenhouse gas (GHG) emissions reduction, the relevant data, reduction targets, strategies, specific action plans, and the status of achieving the reduction targets. |
|---|
| Baseline Year for Greenhouse Gas Emission Reduction and Reduction Targets : |
| In 2025, the company commissioned external consultants to complete the 2025 greenhouse gas inventory, and set the company's reduction targets based on 2025. |
| The company's future annual quantitative management target for greenhouse gas reduction is to achieve a reduction of 1.5% each year. The greenhouse gas reduction target for 2030 is a 10% reduction compared to 2025. |
| Greenhouse Gas Reduction Strategies and Specific Action Plans : |
| The company has established "Key Points for Corporate Environmental and Energy Conservation & Carbon Reduction Management" to implement energy conservation and carbon reduction, reduce operational carbon emissions, promote environmental education and online promotional courses, conduct energy conservation and carbon reduction advocacy, and cultivate employees' awareness of greenhouse gas reduction and sustainability. |
| Energy conservation and carbon reduction measures cover both land-based operating sites and shipping systems. At land-based operating sites, the company replace old mechanical and electrical equipment with energy-efficient air conditioning (Level 1), strengthen maintenance management to achieve energy savings, introduce energy-saving lighting fixtures and promote the habit of turning off lights, set low-energy sleep modes for office computers, and encourage users to shut down their computers to reduce standby power consumption, promote digitalization, and reduce paper consumption. In passenger and freight transportation, we improve the cooling water system and central cooling freshwater system by installing inverters and other equipment to enhance efficiency. Furthermore, during port calls, the company use shore power instead of diesel generators to reduce fuel consumption and noise emissions. In bulk cargo transportation, designs such as "propeller energy-saving accessories (PBCF)" are installed in the ship propulsion system to improve energy efficiency and reduce carbon emissions during navigation. At the same time, ship fuel quality is also incorporated into the assessment to strengthen the monitoring of ship fuel consumption and equipment cleaning and maintenance, so as to ensure efficient operation and carbon emission control. |
| Status of Achieving Reduction Targets : |
| In 2025, the greenhouse gas emissions of the Taipei headquarters and Kaohsiung branch under categories I and II totaled 7,002.3222 tCO2e, with a greenhouse gas emission intensity of 1.6284 tCO2e/NT$ million; the greenhouse gas emissions under category III totaled 312,528.1205 tCO2e. The total emissions from categories I to III in 2025 decreased by 4.11% compared to the previous year. |
2.2.7 Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies" and Reasons
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Establishment of ethical corporate management policies and programs | ||||
| (1) Does the Company disclose its ethical corporate management policies and procedures in its official charter and material documents issued externally, as well as the commitment of the Board of Directors and senior management team to its implementation? | ||||
| (2) Has the Company established a mechanism to assess the risks of non-ethical conduct, regularly analyze and assess relatively high-risk non-ethical conduct and activities within its scope of business, and formulate policies to prevent unethical conduct, which at minimum covers measures to prevent the conduct mentioned in Article 7.2 of "the Ethical Corporate Management Best-Practice Principles for TWSE/ TPEx Listed Companies"? | ||||
| (3) Do the Company's measures to prevent high-risk unethical misconduct clearly specify operating procedures, conduct guidelines, disciplinary and appeal mechanisms for violations? Are they implemented and are regularly reviewed for amendment? | ☑ | The company complies with the Securities Exchange Act, The Company Act, and other relevant law. The related information has been approved by the Board of Directors and established in the Ethical Corporate Management Principle, the Ethical Code of conduct, Working Regulations, and the Board of Directors. | ||
| The principles and related regulations were announced and disseminated to employees to enhance integrity and self-discipline, and also invited colleagues to sign a statement of employee loyalty which is abided by the principle and obligation of loyal and honest management. | ||||
| 1. TNC requests directors and managers to take the lead in setting an example to follow the principle which is abided by business ethics and professional ethics. | ||||
| 2. TNC has established the Company's external and internal process that provided employees to follow up. | None | |||
| 2. Fulfill operations integrity policy | ||||
| (1) Does the company evaluate business partners' ethical records and include ethics-related clauses in business contracts? | ||||
| (2) Has the Company established a dedicated unit to promote ethical corporate management under the Board of Directors, and regularly (at least once a year) report to the Board of Directors on its ethical corporate management policy, measures to | ☑ | TNC sets out procedures for handling material inside information to oversee the relevant personnel to comply with, and maintain the correct use of information. TNC conducts its business fairly and transparently and considers cautiously before selecting suppliers. | ||
| The company takes the management department as a part-time unit to promote the integrity of the enterprise, and regularly reports to the board of directors. The Management Department reported on the implementation status of 2025 at its 27th | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| prevent unethical conduct, and monitor implementation? | Board Meeting, 12th Session, on March 9th, 2026: | |||
| Supplier Commitment: 5 contractors signed the Occupational Safety and Health Notice Form and Integrity Commitment Letter. | ||||
| Education and Training: 6 new employees received training, and all 70 employees received annual training. | ||||
| Integrity Commitment: 100% of employees signed an Employee Integrity Commitment Letter upon joining the company. | ||||
| Confidentiality Promotion: All employees received integrity and confidentiality promotion training. | ||||
| (3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? | ☑ | In the rules of procedure of the board of directors of the company, the directors of the board of directors shall be interested in the matters of the meeting and the legal person of their own or their representatives. They shall explain the critical content of their interests in the board of directors, such as the interests of the company, and may not join Discussion and voting shall be evaded in discussion and voting, and no other directors may exercise their voting rights. | None | |
| (4) Has the Company established an effective accounting system and internal control system to facilitate ethical corporate management? Does its internal audit team provide risk assessment results and formulate audit plans related to unethical conduct, and audit compliance of nonethical conduct measures, or does the Company engage external CPAs to implement such audits? | ☑ | TNC has established an accounting system and internal control system. To implement honest management and to avoid the occurrence of fraud, the internal auditors of the company formulate annual audit plan based on the result of the risk assessment results and subsequently reports unethical conduct in audit findings. | None | |
| (5) Does the company regularly hold internal and external educational trainings on operational integrity? | ☑ | By the provisions of the law, regular internal and external integrity education and training will be handled. In 2025, the company conducted integrity management training: 6 new employees received training, and all 70 employees received annual training. 100% of employees signed an employee integrity commitment letter upon joining the company. | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 3. Operation of the integrity channel | ||||
| (1) Does the company establish both a reward/punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-up? | ||||
| (2) Has the Company established standard operating procedures for handling whistleblowing claims and, after a complete investigation, follow-up measures and mechanisms related to maintaining confidentiality? | ||||
| (3) Does the company provide proper whistleblower protection? | ☑ | ☐ | The company has established an e-mail address ([email protected]) and appointed person (Auditing Office) to accept reports and related complaints. | |
| The company has established standard operating procedures for confidential reporting on investigating accusation cases. | ||||
| The company has proper measures to protect the whistleblower. | None | |||
| None | ||||
| None | ||||
| 4. Strengthening information disclosure: Does the company disclose its ethical corporate management policies and the results of its implementation on the company’s website and MOPS? | ☑ | ☐ | The Company’s Ethical Corporate Management Principles and the results of our implementation have been posted on the Company’s website and MOPS. | None |
| 5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation: There have been no differences. | ||||
| 6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies): TNC continues to promote integrity-based policies based on a clean, transparent, and responsible business philosophy and develops relevant measures. |
2.2.8 Other important information to improve the understanding of corporate governance:
The company established “Procedures for Handling Material Inside Information” as the basis for the company's significant information processing and disclosure mechanism, and will un-regularly review to meet current legal and substantive management needs. The Measures are also announced in the internal management system for managers and employees to check at any time. Meanwhile, the internal information of the insiders of the company will un-regularly notify.
2.2.9 Internal Control Statement:
- Please refer to pages 35 of the Chinese annual report for TNC’s 2024 Internal Control Statement.
- The Company is required by the Security and Futures Bureau to hire an accountant to audit the Company’s internal control system and disclose the audit report made by accountants: None.
2.2.10 Important resolutions made by the Shareholders’ Meeting and Board of Directors by the end of 2024 and the printing date of the annual report.
- Shareholders’ Meeting:
The resolutions approved by the entire attending shareholders at the 2024 regular shareholders’ meeting on June 11, 2024, and its implementation as follow:
(1) To recognize the 2023 business report and financial statements.
Implementation: The company has been completed in accordance with the resolutions of the shareholders' meeting.
(2) To recognize the proposal for distribution of 2023 profits.
Implementation: The company has been completed in accordance with the resolutions of the shareholders' meeting.
Cash dividends per share were NT$ 1.6, the ex-dividend date was set as July 27, 2024, and cash dividend distribution date was set as August 15, 2024.
(3) Election of directors (including independent directors).
Implementation: The company has been completed in accordance with the resolutions of the shareholders' meeting.
(4) To release the prohibition on directors (including independent directors) and their representatives from Participation in Competitive Business.
Implementation: The company has been completed in accordance with the resolutions of the shareholders' meeting.
- Board Meetings:
| Date | Major resolutions |
|---|---|
| 6th Board meeting of the 27th Board of Directors March 7, 2025 | 1. The company’s 2024 Condition of Execution of Integrity Management and Condition of Communication with Stakeholders. |
| 2. The company’s 2024 statement of Internal Control System. | |
| 3. Evaluation on the independence and suitability of accountant for the year of 2025. | |
| 4. The proposal for the company 2025 Annual Shareholders' Meeting. | |
| 5. The proposal to change agent for stock affairs | |
| 6. The amount and distribution method of the company's directors’ remuneration and employees’ compensation of 2024. | |
| 7. The proposal for the company’s 2024 business report, consolidated and parent company only financial statements. | |
| 8. The subsidiary applies for loans from banks, and the company agrees to be a guarantor for it. | |
| 9. The company applies for loans from banks. | |
| Resolution: Approved by all of attending directors. | |
| 7th Board meeting of the 27th Board of Directors April 30, 2025 | 1. The proposal for the distribution of 2024 profits. |
| 2. 2025 Q1 consolidated financial statements. | |
| 3. Define the scope of none-executive employees. | |
| 4. Amendment to the company’s “Articles of Incorporation”. | |
| 5. Prepayment Repayment Guarantee of long-term Kaohsiung-Magong Passenger Liner service. | |
| 6. The subsidiary applies for loans from banks, and the company agrees to be a guarantor for it. | |
| 7. The company applies for loans from banks. | |
| Resolution: Approved by all of attending directors. | |
| 8th Board meeting of the 27th Board of Directors August 6, 2025 | 1. 2025 Q2 consolidated financial statements. |
| 2. The company applies for loans from banks. | |
| 3. The company’s “2024 Sustainability Report” has been compiled. | |
| Resolution: Approved by all of attending directors. | |
| 9th Board meeting of the 27th Board of Directors November 3, 2025 | 1. Review and approval of 2026 Internal Audit Plan. |
| 2. The time charter party for bulk carriers of subsidiary. | |
| 3. 2025 Q3 consolidated financial statements. | |
| 4. The subsidiary applies for loans from banks, and the company agrees to be a guarantor for it. | |
| 5. The company applies for loans from banks. | |
| Resolution: Approved by all of attending directors. | |
| 10th Board meeting of the 27th Board of Directors December 16, 2025 | 1. Amendment to the company’s “Internal Control System and Implementation Rules for Internal Auditing.” |
| 2. The proportion and distribution method of the company's directors’ remuneration and employees’ compensation of 2025. | |
| 3. Salary increment of employees (including the managers, but excluding the Chairman and the General Manager.) started from 2026. | |
| 4. The proposal to amend the Company’s “Guidelines for the Disbursement of Annual Bonuses to Shore-Based Operational Staff.” | |
| 5. The company has completed an annual budget of 2026. | |
| 6. The subsidiary applies for vessel mortgage loan from banks, and the company agrees to be a guarantor for it. |
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| Date | Major resolutions |
|---|---|
| 7. The company applies for loans from banks. | |
| Resolution: Approved by all of attending directors. | |
| 11th Board meeting of the 27th Board of Directors | |
| February 24, 2026 | |
| (interim) | 1. The proposal for the appointment of a New Acting President. |
| Resolution: Approved by all of attending directors. | |
| 12th Board meeting of the 27th Board of Directors | |
| March 9, 2026 | 1. The company’s 2025 Condition of Execution of Integrity Management and Condition of Communication with Stakeholders. |
| 2. The company’s 2025 statement of Internal Control System. | |
| 3. Evaluation on the independence and suitability of accountant for the year of 2026. | |
| 4. The proposal for the company 2026 Annual Shareholders' Meeting. | |
| 5. The proposal to change Corporate Governance Officer | |
| 6. The amount and distribution method of the company's directors’ remuneration and employees’ compensation of 2025. | |
| 7. Redefine the scope of none-executive employees. | |
| 8. The proposal for Change of Registered Address. | |
| 9. The proposal for the company’s 2025 business report, consolidated and parent company only financial statements. | |
| 10. The subsidiary applies for loans from banks, and the company agrees to be a guarantor for it. | |
| 11. The company applies for loans from banks. | |
| Resolution: Approved by all of attending directors. | |
| 13th Board meeting of the 27th Board of Directors | |
| April 28, 2026 | 1. The proposal for the distribution of 2025 profits. |
| 2. 2026 Q1 consolidated financial statements. | |
| 3. Amendment to the company’s “Rules Governing the Conduct of Shareholders Meetings by Public Companies”. | |
| 4. The subsidiary applies for loans from banks, and the company agrees to be a guarantor for it. | |
| 5. The company applies for loans from banks. | |
| 6. The proposal for personnel changes in management | |
| Resolution: Approved by all of attending directors. |
2.2.11 Major Issues of Record or Written Statements Made by Any Director or Independent Director Dissenting to Important Resolutions Passed by the Board of Directors: None.
2.2.12 Certification of Employees Whose Jobs are Related to the Company’s Finance:
| Name of Certificate | Number of Employees |
|---|---|
| Certified Public Accountants (CPA) | 1 |
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2.3 Audit Fee
Unit: NT$ thousand
| Accounting Firm | Name of CPA | Period Covered by CPA's Audit | Audit Fee | Non-audit Fee | Total | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| System of Design | Company Registration | Human Resource | Others | Subtotal | ||||||
| Deloitte & Touche | Wong, Ya-Ling | Jan 2025-Dec 2025 | 3,640 | - | - | - | 430 | 430 | 4,070 | The contents were 300 thousand for the profit-seeking enterprise income tax verification and NT$130 thousand for the business tax. |
| Hsin, You-Cheng |
Notes:
1. The non-audit fee paid to a certified CPA, certified office of CPA and affiliated companies account for over 1/4 to audit fee: Not applicable
2. During the past year, the CPA has changed, and there is a decrease in the amount or percentage of the auditing fee compared to the previous year: None
3. The auditing fee has not decreased by more than 10% compared to the previous year: None
2.4 Replacement of CPA
- Regarding the former CPA
2025: None.
2024: None.
- Regarding the successor CPA
2025: None.
2024: None.
- The former CPA's written response to the matters referred to in Article 10.6(1) and Article 10.6(2)(iii): Not applicable
2.5 The Company's Chairman, Chief Executive Officer, Chief Financial Officer, and Managers in Charge of its Finance and Accounting Operations Has in the Most Recent Year Held any Positions at TNC's Independent Auditing Firm or its Affiliates Enterprise: None.
2.6 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders
2.6.1 Changes in Shareholding
Unit: Shares
| Title | Name | 2025 | As of Apr. 13 2026 | ||
|---|---|---|---|---|---|
| Holding Increase (Decrease) | Pledged Holding Increase (Decrease) | Holding Increase (Decrease) | Pledged Holding Increase (Decrease) | ||
| Director | Ministry of Transportation and Communications | 0 | 0 | 0 | 0 |
| Director | Yang Ming Marine Transport Corp. | 0 | 0 | 0 | 0 |
| Chairman | Liu, Wen-Ching | 0 | 0 | 0 | 0 |
| Director and President Discharged on Feb 28, 2026 | Chyou, Jong-Lin | 0 | 0 | 0 | 0 |
| Director Joined on Feb 10, 2026 | Yeh, Wen-Chung | N/A | N/A | 0 | 0 |
| Director Discharged on Feb 10, 2026 | Lee, Ming-Hui | 0 | 0 | 0 | 0 |
| Director | Lu, Jin-Long | 0 | 0 | 0 | 0 |
| Director | Liao, Yu-Qing | 0 | 0 | 0 | 0 |
| Director | Lee, Shin-Min | 0 | 0 | 0 | 0 |
| Independent director | Wang, Chin-San | 0 | 0 | 0 | 0 |
| Independent director | Lu, Shih-Tong | 0 | 0 | 0 | 0 |
| Independent director | Lin, Hong-Yu | 0 | 0 | 0 | 0 |
| Acting President Joined on Mar 01, 2026 | Chen, Chien-Chou | 0 | 0 | 0 | 0 |
| Executive Vice President Discharged on Mar 31, 2025 | Peng, Wen-Hsun | 0 | 0 | N/A | N/A |
| Executive Vice President Joined on Apr 1, 2025 | Lu, Chung-Hsing | 0 | 0 | 0 | 0 |
| Auditor General of Auditing Office | Lu, Shih-Ming | 0 | 0 | 0 | 0 |
| Senior Vice President Joined on Jan 1, 2025 | Yu, Yuan-Wang | 0 | 0 | 0 | 0 |
| Senior Vice President Joined on Jan 1, 2025 | Wang, Che-Wen | 0 | 0 | 0 | 0 |
| General Manager | Luh, Chuh-Hwa | 0 | 0 | 0 | 0 |
| General Manager Joined on Jan 1, 2025 | Lin, Chi-Sheng | 0 | 0 | 0 | 0 |
| General Manager Joined on Jan 1, 2025 | Chiang, Ko-Pei | 0 | 0 | 0 | 0 |
| General Manager Joined on Jan 1, 2025 | Kao, Wei-Lun | 0 | 0 | 0 | 0 |
| General Manager Executive Vice President Discharged on Jan 1, 2025 | Lee, Chin-Te | 0 | 0 | N/A | N/A |
| Senior Vice President of Kaohsiung Branch Office | Chang, Chin-Wei | 0 | 0 | 0 | 0 |
| General Manager of Labor Security Office | Huang, Ruei-Kuang | 0 | 0 | 0 | 0 |
| General Manager of Kaohsiung Branch Office | Wan, Jun-Cai | 0 | 0 | 0 | 0 |
| General Manager Joined on Apr 1, 2025 | Jheng, Ci-You | 0 | 0 | 0 | 0 |
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2.6.2 Information on equity transfer or equity pledge: Not applicable.
2.7 Relationship among the Top Ten Shareholders
Date: Apr 13, 2026
| Name | Current Shareholding | Spouse's/ minor's Shareholding | Shareholding by Nominee Arrangement | Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within Two Degrees | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relationship | ||
| MOTC: Chen, Shih-Kai | 110,436,379 | 26.46 | 0 | 0 | 0 | 0 | - | - | |
| Yang Ming Marine Transport Corp. Tsai, Feng-Ming | 70,793,243 | 16.96 | 0 | 0 | 0 | 0 | - | - | |
| Yunn Wang Investment Co. Ltd. Chang, Tsung-Tsun | 11,030,000 | 2.64 | 0 | 0 | 0 | 0 | - | - | |
| Morgan Stanley & Co. International Plc | 8,837,594 | 2.12 | 0 | 0 | 0 | 0 | - | - | |
| Central Taiwan Science Park Logistics Co., Ltd. Chen, Yin-Hai | 4,758,000 | 1.14 | 0 | 0 | 0 | 0 | - | - | |
| Chen, Chang-Hong | 3,060,000 | 0.73 | 0 | 0 | 0 | 0 | - | - | |
| T3EX Global Holdings Corp. Chang, Li-Chiu | 2,439,000 | 0.58 | 0 | 0 | 0 | 0 | - | - | |
| J.P.Morgan Securities plc | 2,343,582 | 0.56 | 0 | 0 | 0 | 0 | - | - | |
| Investment Account (I) Managed on a Discretionary Basis by TransGlobe Investment Consulting Co., Ltd. for TransGlobe Life Insurance Co., Ltd. | 2,250,000 | 0.54 | 0 | 0 | 0 | 0 | - | - | |
| Mizuho Securities Co. Ltd. | 2,161,000 | 0.52 | 0 | 0 | 0 | 0 | - | - |
2.8 Ownership of Shares in Affiliated Enterprises
The number of shares held by the company, the company's directors, managers and the company directly or indirectly controlled by the company in the same investment business, and the combined proportion of shares is calculated.
Date: Dec 31, 2025; Unit: shares/%
| Affiliated Enterprise | Ownership by the Company | Direct or Indirect Ownership by Directors/Managers | Total Ownership | |||
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| Tai Shing Maritime Co., S.A. | 100 | 100 | - | - | 100 | 100 |
| Shin Wang Maritime Inc. | 1 | 100 | - | - | 1 | 100 |
| Yunn Wang Investment Co. Ltd. | 5,211,474 | 49.75 | 5,263,851 | 50.25% | 10,475,325 | 100 |
Note : The company uses long-term equity investments in the equity method.
2.9 Manager's Training Records Information in 2025
| Title | Name | Date Elected | Date | Sponsor Unit | Course | Time (hr.) | Remarks | |
|---|---|---|---|---|---|---|---|---|
| From | To | |||||||
| Chairman | Liu, Wen-Ching | Sep 19, 2016 | Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | |
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| President | Chyou, Jong-Lin | May 01,2020 | Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | |
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Executive Vice President | Lu, Chung-Hsing | Apr 01, 2025 | Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture – "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | |
| Jun 27, 2025 | Jun 27, 2025 | Bureau Veritas (BV) | ISM Code DP Training Course | 8.0 | ||||
| Nov 10, 2025 | Nov 10, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 1) | 2.5 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Executive Vice President | Chen, Chien-Chou | Aug 10,2022 | Mar 11,2025 | Mar 11,2025 | Taiwan Navigation Co., Ltd. | ESG Greenhouse Gas Inventory Basic Course | 2.0 | |
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture – "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | ||||
| Sep 17, 2025 | Sep 17, 2025 | Taiwan Navigation Co., Ltd. | ISO 14064-1 Clauses and Inspection Practices Training | 3.0 | ||||
| Sep 24, 2025 | Sep 24, 2025 | Taiwan Navigation Co., Ltd. | ISO 14064-1 Inventory and Quantification Training | 3.0 | ||||
| Oct 16, 2025 | Oct 17, 2025 | CR Classification Society | International Security Management (IMO) Charter Internal Auditor Training | 16.0 | ||||
| Nov 10, 2025 | Nov 10, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 1) | 2.5 | ||||
| Nov 24, 2025 | Nov 24, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 2) | 2.5 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Dec 01,2025 | Dec 01,2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Analysis of the SASB Standards for the Shipping Industry | 2.0 | ||||
| General Manager of Finance Department | Chiang, Ko-Pei | Jan 01, 2025 | Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | |
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Auditor | Lu, Shi-Ming | Jun | Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 |
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| General of Auditing Office | 01,2022 | Nov 10, 2025 | Nov 10, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 1) | 2.5 | ||
|---|---|---|---|---|---|---|---|---|
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| General Manager of Technical Department | Jheng, Ci-You | Apr 01, 2025 | Mar 11,2025 | Mar 11,2025 | Taiwan Navigation Co., Ltd. | ESG Greenhouse Gas Inventory Basic Course | 2.0 | |
| Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 | ||||
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture - "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | ||||
| Sep 17, 2025 | Sep 17, 2025 | Taiwan Navigation Co., Ltd. | ISO 14064-1 Clauses and Inspection Practices Training | 3.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| General Manager of Planning Office | Lu, Shu-Hua | Apr 01, 2025 | Mar 11,2025 | Mar 11,2025 | Taiwan Navigation Co., Ltd. | ESG Greenhouse Gas Inventory Basic Course | 2.0 | |
| Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 | ||||
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture - "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Dec 01,2025 | Dec 01,2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Analysis of the SASB Standards for the Shipping Industry | 2.0 | ||||
| Assistant Vice President of Marine Department | Wang, Che-Wen | Jan 01,2025 | Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 | |
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture - "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | ||||
| Nov 10, 2025 | Nov 10, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 1) | 2.5 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Assistant Vice President of Traffic Department | Yu, Yuan-Wang | Jan 01, 2025 | Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 | |
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture - "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | ||||
| Nov 10, 2025 | Nov 10, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 1) | 2.5 | ||||
| Nov 24, 2025 | Nov 24, 2025 | Taiwan Navigation Co., Ltd. | Information and Case Studies of Sustainability Trends and GRI Principles (Part 2) | 2.5 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 |
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
|---|---|---|---|---|---|---|---|---|
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Dec 01,2025 | Dec 01,2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Analysis of the SASB Standards for the Shipping Industry | 2.0 | ||||
| General Manager of Traffic Department | Kao, Wei-Lun | Jan 01, 2025 | Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 | |
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture - "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | ||||
| Nov 24, 2025 | Nov 24, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 2) | 2.5 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Dec 01,2025 | Dec 01,2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Analysis of the SASB Standards for the Shipping Industry | 2.0 | ||||
| General Manager of Administrative Department | Lin, Chi-Sheng | Jan 01, 2025 | Mar 11,2025 | Mar 11,2025 | Taiwan Navigation Co., Ltd. | ESG Greenhouse Gas Inventory Basic Course | 2.0 | |
| Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 | ||||
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture - "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | ||||
| Sep 17, 2025 | Sep 17, 2025 | Taiwan Navigation Co., Ltd. | ISO 14064-1 Clauses and Inspection Practices Training | 3.0 | ||||
| Sep 24, 2025 | Sep 24, 2025 | Taiwan Navigation Co., Ltd. | ISO 14064-1 Inventory and Quantification Training | 3.0 | ||||
| Nov 10, 2025 | Nov 10, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 1) | 2.5 | ||||
| Nov 24, 2025 | Nov 24, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 2) | 2.5 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Dec 01,2025 | Dec 01,2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Analysis of the SASB Standards for the Shipping Industry | 2.0 | ||||
| General Manager of Labor Security Office | Huang, Ruei-Kuang | Jun 01,2022 | Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 | |
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture - "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | ||||
| Nov 10, 2025 | Nov 10, 2025 | Taiwan Navigation Co., Ltd. | Introduction and Case Studies of Sustainability Trends and GRI Principles (Part 1) | 2.5 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Sexual harassment prevention and treatment | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 |
| Assistant Vice President of Kaohsiung Branch Office | Chang, Chin-Wei | Aug 10,2022 | Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 | |
|---|---|---|---|---|---|---|---|---|
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | Health Lecture – "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | ||||
| General Manager of Kaohsiung Branch Office | Wan, Jun-Cai | Aug 10,2022 | Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 2.0 | |
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Fire safety training | 1.0 | ||||
| General Manager of Kaohsiung Branch Office | Wan, Jun-Cai | Aug 10,2022 | Mar 20,2025 | Mar 20,2025 | Taiwan Navigation Co., Ltd. | Health Lecture – "Are Red Marks on a Health Checkup Report Serious?" | 1.0 | |
| Jun 13, 2025 | Jun 13, 2025 | Taiwan Navigation Co., Ltd. | ISO 14064-1 Clauses and Inspection Practices Training | 3.0 | ||||
| Sep 17, 2025 | Sep 17, 2025 | Taiwan Navigation Co., Ltd. | ISO 14064-1 Inventory and Quantification Training | 3.0 | ||||
| Sep 24, 2025 | Sep 24, 2025 | Taiwan Navigation Co., Ltd. | SEA 14064-1 Inventory and Quantification | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | SEA 14064-1 Inventory and Quantification | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Information security | 2.0 | ||||
| Nov 25,2025 | Nov 25,2025 | Taiwan Navigation Co., Ltd. | Integrity Management | 2.0 |
2.10 Continuing Education and Training
To fill the need for affairs, and enhance the quality of human, service and the working safety to reach the goal of the organization, the company designs employee learning and development as a key project for human resources management. Promote various training activities, and talent training programs by the company's operating strategy expanded and professional function training, which is based on core functions. The results of the company's education and training in 2025 are as follow:
| Course | Time (hr.) | Total number of person-times | Total Fee (NTD) |
|---|---|---|---|
| Labor safety, health and stress management | 2 | 102 | 187,075 |
| Work skills and management | 17 | 182 | |
| Sports and Fitness | 40 | 204 | |
| Integrity Management | 2 | 70 | |
| Information Security | 2 | 70 | |
| Training of New Recruits | 60 | 6 | |
| Training of External Professionalism | 92 | 12 | |
| Further courses for directors and independent directors (inclusive Money Laundering Prevention) etc.) | 72 | 21 |
In the year of 2025, we organized internal and external education training (including courses on Compliance with business regulations with integrity. Information security training, Sports and Fitness, Labor safety and hygiene, Training of new recruits, Training of External Professionalism, Further courses for directors and independent directors (inclusive Money Laundering Prevention) etc.).
2.11 Directors' and Supervisors' Training Records in 2025
| Title | Name | Date | Organizer | Course | Hours |
|---|---|---|---|---|---|
| Chairman | Liu, Wen-Chin | Jun. 20, 2025 | Taiwan Corporate Governance Association | Carbon Economics under Net Zero | 3 |
| Jun. 20, 2025 | Taiwan Corporate Governance Association | ESG Advantage: Scope 3 | 3 | ||
| Director | Chyou, Jong-Lin | Jul. 22, 2025 | Taiwan Corporate Governance Association | Risk management and strategic analysis of business sustainability | 3 |
| Aug. 8, 2025 | Taiwan Corporate Governance Association | Fundamental Legal Concepts for Listed Companies | 3 | ||
| Director | Lu, Jin-Long | Jul. 25, 2025 | Securities and Futures Institute | TSMC and the Global Semiconductor Industry | 3 |
| Sep. 9, 2025 | Taiwan Academy of Banking and Finance | Crisis Management in Corporate Governance | 3 | ||
| Director | Liao, Yu-Qing | Jul. 9, 2025 | Taiwan Stock Exchange Corporation | Cathay 2025 Sustainable Finance & Climate Forum | 6 |
| Aug. 22, 2025 | Taiwan Corporate Governance Association | Compensation Committees and Executive Remuneration | 3 | ||
| Director | Lee, Ming-Hui | Jul. 4, 2025 | Securities and Futures Institute | Carbon Pricing: Global and Domestic Trends | 3 |
| Title | Name | Date | Organizer | Course | Hours |
|---|---|---|---|---|---|
| Oct. 22, 2025 | Securities and Futures Institute | Sustainable Finance and Risk Management | 3 | ||
| Director | Lee, Shin-Min | Jul. 4, 2025 | Securities and Futures Institute | Carbon Pricing: Global and Domestic Trends | 3 |
| Jul. 8, 2025 | Taiwan Corporate Governance Association | 2025 Contract Risk under Trump 2025 Tariff Measures | 3 | ||
| Independent Director | Wang, Chin-San | Oct. 30, 2025 | Taiwan Corporate Governance Association | Hostile Takeovers and Corporate Officers’ Legal Liability | 3 |
| Oct. 30, 2025 | Taiwan Corporate Governance Association | Group Governance and Performance Management | 3 | ||
| Independent Director | Lu, Shih-Tong | Nov. 14, 2025 | Taiwan Corporate Governance Association | Prevention and Countermeasures for Insider Trading | 3 |
| Nov. 14, 2025 | Taiwan Corporate Governance Association | Corporate Climate Governance and TCFD Disclosure Practices | 3 | ||
| Independent Director | Lin, Hong-Yu | Jun. 19, 2025 | Securities and Futures Institute | Trump 2.0: Tax Reform and Supply Chains | 3 |
| Aug. 29, 2025 | Securities and Futures Institute | Sustainability Disclosure and Governance | 3 |
III. Capital Overview
3.1 Capital and Shares
3.1.1 Source of Capital
Unit: shares /NT$
| Month/Year | Issue Price (Par Share (NT$) | Authorized Share Capital | Paid-in Capital Stock | Remark | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount (NT$) | Shares | Amount (NT$) | Sources of Capital | Capital Increased by Assets Other than Cash | Other | ||
| 1980 | 10 | 142,822,600 | 1,428,226,000 | 142,822,600 | 1,428,226,000 | Capital increased by cash | N/A | Note(1) |
| 1982 | 10 | 162,582,600 | 1,625,826,000 | 162,582,600 | 1,625,826,000 | Capital increased by cash | N/A | Note (2) |
| 1990 | 10 | 186,528,600 | 1,865,826,000 | 186,528,600 | 1,865,826,000 | Capital increased by cash | N/A | Note (3) |
| 1992 | 10 | 246,582,600 | 2,465,826,000 | 246,582,600 | 2,465,826,000 | Capital increased by cash | N/A | Note (4) |
| Mar, 1997 | 10 | 228,646,900 | 2,286,469,000 | 228,646,900 | 2,286,469,000 | Capital reduction | N/A | Note (6) |
| Aug, 2000 | 10 | 480,000,000 | 4,800,000,000 | 269,803,242 | 2,698,033,420 | N/A | Stock dividend from capital reserves | Note (7) |
| Sep, 2001 | 10 | 480,000,000 | 4,800,000,000 | 279,246,459 | 2,792,464,590 | N/A | Stock dividend from capital reserves | Note (8) |
| Oct, 2002 | 10 | 480,000,000 | 4,800,000,000 | 294,605,014 | 2,946,050,140 | N/A | Stock dividend from Retained Earnings | Note (9) |
| Aug, 2003 | 10 | 480,000,000 | 4,800,000,000 | 318,173,415 | 3,181,734,150 | N/A | Stock dividend from Retained Earnings | Note (10) |
| Aug, 2004 | 10 | 480,000,000 | 4,800,000,000 | 353,172,490 | 3,531,724,900 | N/A | Stock dividend from Retained Earnings | Note (11) |
| Aug, 2005 | 10 | 480,000,000 | 4,800,000,000 | 384,958,014 | 3,849,580,140 | N/A | Stock dividend from Retained Earnings | Note (12) |
| Sep, 2006 | 10 | 480,000,000 | 4,800,000,000 | 417,294,487 | 4,172,944,870 | N/A | Stock dividend from Retained Earnings | Note (13) |
Notes:
(1) In 1980: Preferred Stock: NT$1,398,226,000 and Common Stock: NT$30,000,000.
(2) In 1982: Preferred Stock: NT$1,595,826,000 and Common Stock: NT$30,000,000.
(3) In 1990: Preferred Stock: NT$1,595,826,000 and Common Stock: NT$270,000,000.
(4) In 1992: Preferred Stock: NT$1,595,826,000 and Common Stock: NT$870,000,000.
(5) On Jul 01, 1996: All of the Preferred Stock NT$1,595,826,000 transfer to the Common Stock with 1:1 rate.
(6) SEC Jan 10, 1997(86)No.75438 Approved Capital reduction NT$179,357,000.
(7) SEC Jul 10, 2000(89)No.59207 Approved Stock dividend from capital reserves NT$411,564,420.
(8) SEC Aug 2, 2001(90)No.149677 Approved Stock dividend from capital reserves NT$94,431,170.
(9) SEC Jul 29, 2002(91)No.0910142097 Approved Stock dividend from Retained Earnings NT$153,585,550.
(10) SEC Jul 10, 2003(92)No.0920129197 Approved Stock dividend from Retained Earnings NT$235,684,010.
(11) SEC Jul 08, 2004(92)No.0930130369 Approved Stock dividend from Retained Earnings NT$349,990,750.
(12) SEC Jun 15, 2005 No.0940124028 Approved Stock Dividend from Retained Earnings NT$317,855,240.
(13) SEC Jul 24, 2006 No.0950132256 Approved Stock Dividend from Retained Earnings NT$323,364,730.
Date: Apr 12, 2025
| Type of Stock | Authorized Share Capital | Remarks | ||
|---|---|---|---|---|
| Issued Shares | Un-issued Shares | Total Shares | ||
| Common Stock | 417,294,487 | 182,705,513 | 600,000,000(Note) | - |
Note : According to the 2007 annual shareholder meeting resolution of the article of incorporation, the authorized capital of the company total shares NT$600,000,000.
3.1.2 List of Major Shareholders
Date: Apr 13, 2026 Unit: shares
| Shareholders | Total Shares Owned | Ownership Percentage (%) |
|---|---|---|
| Ministry of Transportation and Communications(MOTC) | 110,436,379 | 26.46% |
| Yang Ming Marine Transport Corp. | 70,793,243 | 16.96% |
| Yunn Wang Investment Co., Ltd. | 11,030,000 | 2.64% |
| Morgan Stanley & Co. International Plc | 8,837,594 | 2.12% |
| Central Taiwan Science Park Logistics Co., Ltd. | 4,758,000 | 1.14% |
| Chen, Chang-Hong | 3,060,000 | 0.73% |
| T3EX Global Holdings Corp. | 2,439,000 | 0.58% |
| J.P.Morgan Securities plc | 2,343,582 | 0.56% |
| I nvestment Account (I) Managed on a Discretionary Basis by TransGlobe Investment Consulting Co., Ltd. for TransGlobe Life Insurance Co., Ltd. | 2,250,000 | 0.54% |
| Mizuho Securities Co. Ltd. | 2,161,000 | 0.52% |
3.1.3 Dividend Policy and Implementation Status
3.1.3.1 Dividend Policy (Articles of Incorporation 26)
The dividend policy was based on considering capital expenditure budget, and financing plans of the future and demand of operations retains part of retained earnings available for distribution. The payment of cash dividends takes precedence over the issuance of share dividends; cash dividends shall not be less than 50% of the total dividends distributed.
3.1.3.2 Proposed Distribution of Dividend
The Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit or until the legal reserve equals the Corporation's paid-in capital, and setting aside or reversing a special reserve in accordance with the laws and regulations. Then, any remaining profit together with any undistributed retained earnings shall be used by the Corporation's board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders' meeting for the distribution of dividends and bonuses to shareholders.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation's paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation's paid-in capital, the excess may be transferred to capital or distributed in cash.
The proposal for the distribution of 2025 profits, which proposed to be total cash dividend NT625,941,730 (NT 1.5 per Share) was passed at the meeting of the Board of Directors.
3.1.3.3 The proposal for the distribution of 2025 profits, which were adopted at the meeting of the Board of Directors and will be discussed at the annual shareholders' meeting, was as follows:
Taiwan Navigation Co., Ltd.
Profit Distribution Table
2025
In NT$
| Item | Amount |
|---|---|
| Unappropriated retained earnings of previous year | 7,165,242,951 |
| 2025 net profit after tax | 1,325,647,700 |
| Remeasurement of defined benefit | (3,830,983) |
| Cumulative profit or loss of disposals of investments in equity instruments designated as at fair value through other comprehensive income directly transferred to retained earnings | 14,688,865 |
| Current period net profit plus items other than net profit for the period adjusted to the current year’s unappropriated retained earnings | 1,336,505,582 |
| Less: 10% legal reserve | (133,650,558) |
| Retained Earnings available for distribution | 8,368,097,975 |
| Distribution Item: | |
| Cash dividend NT$1.5 per share | (625,941,730) |
| Unappropriated Retained Earnings at the end of 2025 | 7,742,156,245 |
Note1: The earnings distribution was priority distributed the profit of 2025.
Note2: The cash dividends are pro rata and rounded down to the nearest whole dollar with any amount less than NT$1 being forfeited. Less than a dollar fractional totals are adjusted in order from large to small decimal points and shareholders numbers are ordered from first to last to meet the distribution of the cash dividend total. Once resolved at annual shareholders' meeting, the Chairman is authorized to set the ex-dividend date and to handle the dividend distribution matters accordingly.
3.1.4 Impacts of proposed stock dividends on the Company's business performance and earnings per share: None.
3.1.5 Compensation of Employees and Remuneration of Directors
3.1.5.1 Employee's bonus and remuneration of directors set forth in the Articles of Incorporation (Articles of Incorporation 27):
When the Corporation stands with earnings in a year, no less than 0.5% of the earnings shall be appropriated as bonus for employees. Board of Directors shall decide whether distributed in cash or in stock. The employees eligible for the bonus shall be landside employees of the Corporation and employees of subsidiary meeting certain conditions. From the above earnings, the Corporation may resolve in Board Meeting a remuneration for directors at 1.5% or less. In accordance with the amendment to the Securities and Exchange Act in August 2024, shareholders of the Corporation resolved the amendments to the Corporation's Articles of Incorporation at their 2025 regular meeting. The amendments explicitly stipulate the allocation of no less than 40% of employees as compensation distributions for non-executive employees. Bonus for landside employees and remuneration for directors shall be reported in Shareholders' Meeting. However, if the Corporation is still bearing previous loss, a sum shall be reserve to make up the loss before appropriating the bonus and remuneration at the percentages stated above.
3.1.5.2 The basis for estimating the Employee's bonus, remuneration of directors and calculating the number of shares distributed, and the accounting treatment of the discrepancy, if any, between the actual distributed
amount and the estimated figure, for the current period:
The basis for compensation estimation shall be based on a certain rate of profitability of the current year. In the case of the accounting treatment of the discrepancy between the actual distributed amount and the estimated figure, it shall be identified as accounting changes and stated as the income of the year of allocation.
3.1.5.3 Information on approval by the Board of Directors of distribution of profit-sharing compensation:
(1) The amount of the Board approved the profit distribution of the 2026 on March 9, 2026 is as follow:
Unit: NT$ thousand
| Employees’ Compensation | Remuneration of Directors | |
|---|---|---|
| Proposed distribution by the Board of Directors. | 16,453 | 9,000 |
| Recognition of the estimated expense in the annual financial statements. | 16,453 | 9,000 |
The differences between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements are recorded as a change in the accounting estimate, and will be adjusted in 2026.
(2) The amount of shares bonus to employees distributed in stocks, and the size of that amount as a percentage of the sum of the capital increase by retained earnings and total shares bonus to employees: None.
(3) The amount of remuneration to employees distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income for the current period and total compensation to employees: None.
(4) Imputed EPS after taking into consideration the remuneration to be allocated to employees and directors: NT$3.18.
3.1.5.4 Discrepancy between actual allocated amount and estimate bonus to employees and remuneration to directors last year: None
3.1.6 Buyback of Treasury Stock: None.
3.2 Issuance of Corporate Bonds
3.2.1 Corporate Bonds: None
3.2.2 Corporate Bonds due within one year: None
3.2.3 Convertible Bonds: None
3.2.4 Exchangeable Bonds: None
3.2.5 Shelf Registration for Issuing Bonds: None
3.2.6 Corporate Bonds with Warrants: None
3.2.7 Issuance of Private Placement Bond over the past three years: None
3.3 Issuance of Preferred Stock: None
3.4 Issuance of Overseas Depositary Receipt: None
3.5 Issuance of Employee Stock Options: None
3.6 Issuance of New Restricted Employee Shares: None
3.7 Merger and Acquisitions or Stock Shares Transferred with New Stock Shares Issued: None
3.8 Financing Plans and Implementation: None
IV. Operation Overview
4.1 The Business Contents
4.1.1 Operation Scope
-
The major content of operations.
(1) The operation in respect of passenger and freight in coastal and international waters.
(2) The operation in respect of terminal warehouse domestically and overseas.
(3) The operation in respect of the subsidiary business of steamship and terminal warehouse Port agency.
(4) Operating shipping agency business.
(5) The operation in respect of sand mining at sea or river, navigation channel dredging, and tugboat service.
(6) The assignment to the construction company for residential & commercial buildings for sale and rental.
(7) In addition to the licensing business which presents above, business that can operate, including non-prohibits or non-restricts business by law. -
Revenue distribution (Jan 01, 2025~Dec 31, 2025)
(1) Percentage of Total Revenue
| Business Range | Percentage |
|---|---|
| Ocean route | 80.19% |
| Tug service | 7.77% |
| Coastal route | 6.72% |
| Ship management | 3.63% |
| Others | 1.69% |
(2) Percentage of Main operation areas
| Shipping line | Percentage |
|---|---|
| Asia | 83.45% |
| Europe | 15.05% |
| Others | 1.50% |
- Introduction of the operating business :
There were 36 vessels in TNC's operation fleet in 2025, which can be characterized as follows based on its' nature of business:
(1) Ocean-going shipping line
Bulk Carriers: Tai Success, Tai Splendor, Tai Summit, Tai Spring, Tai Star, Tai Kingdom, Tai Kudos, Tai Keystone, Tai Knowledge, Tai Knighthood, Tai Kinship, Tai Strength, Tai Stamina, Tai Kindness, Tai Keenness, Tai Stride, Tai Knight, Tai Steadiness, Tai Sentry, Tai Homage, Tai Honor, Tai Herald, Tai Horizon – 23 owned vessels are on Time Charter or Voyage Charter considering the current shipping market as well as the profit margin of the operation.
(2) Costal route shipping line
Ro-Ro Ferry : MV. Penghu (replaced the service of Tai Hwa since Sep., 2023) –owned ferry, trading routinely between Kaohsiung and Makung (Penghu-island) and also provides service for cargos and cars.
(3) Tug service
Tai Chin 201, 202, 203, 205 – 4 owned tugboats are provided on assisting inward and outward port service for CPC Taiwan's LNG in Taichung port.
Tai Chin 301, 302, 303, 305, 306, 307 and 308 harbour tugs, which provide port service of LNG terminal for Taiwan CPC Corporation's Kwangtung Industrial Port.
(4) Operation for C.P.C.
Petroleum tanker: HONG YUN, SHENG YUN and DER YUN, in total of 3 tankers, responsible for the petroleum transportation of C.P.C.
- New business that our company is planning to build up:
(1) We continue to develop the business of bulk shipping. We are planning to replace our old fleet with new ones and to order new buildings of other bulker sectors in order to expand our owned fleet to reach
- 78 -
economies of scale. There are currently 2 bulk carriers under construction in Japan. Two 40,000 DWT bulkers are delivered in April and May of 2026 and two 60,000 DWT vessels are scheduled for delivery in the 3rd and 4th quarters of 2028.
(2) Using our expertise and experience to expand harbor to wage and ship management services, aiming to diversify operations and reduce operational risk.
4.1.2 The Current Condition and Development of the Shipping Industry
In 2025, the earnings trend of dry bulk carriers reversed compared to previous years, with weaker performance in the first half and a notable recovery in the second half supported by demand. During the first half of the year, Capesize freight rates declined significantly by approximately 30% compared with the same period of the previous year. However, the market rebounded strongly in the third quarter, with a doubling of average daily hires. Freight rates continued to rise in the fourth quarter, with the rebound mainly driven by strong bauxite exports from West Africa, increased iron ore shipments from Brazil and Australia, and tight supply of vessel tonnage in the Atlantic market.
For Panamax, average daily hires in the first half of 2025 also declined significantly compared to the same period in 2024, followed by a sharp rebound in the third quarter. The growth momentum in the second half of the year was primarily resulted from a rally in China's coal imports and the shifting of certain cargoes from Capesize to Panamax due to cost considerations (cargo splitting). China's soybean imports reached a record high of 112 million tons in 2025, mainly from Brazil. Strong demand continued into the third quarter, and the long-haul voyages effectively boosted Panamax freight rates.
For Ultramax, freight rates in the first half of 2025 also remained weak, mainly due to sluggish grain and coal trades, a high volume of newbuilding deliveries, and a sharp decline in grain flows from the Black Sea. At the same time, Brazil's grain exports became increasingly concentrated on larger vessels, also weakening the demand. In the coal segment, Indonesia's implementation of a price benchmark in the second quarter led to a decline in exports. Although coal volumes in the Atlantic region grew beyond expectations in the second half of the year, this was insufficient to offset the loss of Indonesian trade. Nevertheless, strong exports of steel and cement from China, together with longer voyage distances caused by diversions due to the Red Sea crisis, increased ton-mile demand. The market improved in the second half of the year, mainly benefiting from robust grain exports from the United States and Brazil, as well as tighter supply and demand resulting from the withdrawal of Chinese-funded vessels following U.S.-related maritime policies.
In 2025, the global dry bulk fleet tonnage in terms of deadweight tonnage recorded a net increase of 3.0% compared to the previous year, the same as the growth rate in the prior year (3.0%). Although the total tonnage of the dry bulk vessels in 2025 slightly increased compared to the previous year, a higher willingness among shipowners to scrap vessels because average freight rates declined by approximately 8% year-on-year. As a result, demolition tonnage in 2025 reached 4.7 million deadweight tonnages, representing an increase of 24% compared to the previous year, and overall dry bulk fleet growth remained flat.
4.1.3 The relationship of upstream, midstream and downstream in shipping
The upstream of bulk shipping is supposed to be the big mining companies and grain trading houses, such as the biggest miner in Australia, BHP Billiton, Vale in Brazil and Cargill for grain trader. For example, the market is oligopoly for the top three iron ore miners. They determine the price of the iron ore. Their production also has a great effect on the freight rate of global bulk shipping.
The midstream should be global steel refiners and coal-fired power plants in every country. Their general demand for transportation also has an effect on the freight rate.
The downstream includes car manufacturers, construction industry, and manufacturing. The demand and planning in downstream industries usually drives the supply of raw materials in the midstream and upstream. Therefore, the freight rate in bulk shipping usually becomes a leading indicator of global economic. However, the oversupply in ship tonnage in recent years makes it difficult in precisely making a reflection on the freight rate even though the cargo demand is increasing.
4.1.4 Various Development Trends and competitive situation of products
Bulk carrier, like container, is currently facing the trend of large, light-weight and ECO-Type model, using same hall size and carry more cargos. In addition, because of various environmental regulations such as ballast water management systems, electronic chart, ECA low sulfur emission regulations and IMO regulation for GHG emissions etc, the cost of ship-owner operations has increased. In recent years, ECO-Type started to operate, which cause operational challenges for Non-ECO-Type vessels.
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4.1.5 Research and Development
Currently, TNC has no planning in any research plan.
4.1.6 Long-term and Short-term business development
-
Short-term business development:
In addition to fulfilling the contract of ship management, our business mainly focuses on dry-bulk cargoes which are on time charter and arranges accordingly with long-term and short-term charter periods. -
Long-term business development:
In terms of long period, we are still seeking an opportunity to enlarge our bulk carrier fleet so as to reach scale economy and conduct the vessel renewal to keep our fleet competitive and meet the latest international environmental regulations.
4.2 Market and Sales Overview
4.2.1 Market analysis
- Main service offer area and the percentage of market share:
(1) Ocean Going Route:
① Bulk Carrier:
Our bulk carriers are on time charter or voyage charter, and mainly load and discharge at China, Australia, South and North America, and Europe, etc.
② Tanker:
Trade to those ports assigned by China Petroleum Cooperation to load and discharge petrol.
(2) Coastal Route:
MV. Penghu liner service between Kaohsiung and Magong, to carry passengers, packages, and cars for maintaining the transportation between Kaohsiung and Magong.
(3) Harbor Tug:
On long time charter to CPC Taiwan, Tai Chin 201, 202, 203 and 205 assist LNG carrier at Taichung Port. Tai Chin 301, 302, 303, 305, 306, 307 and 308 harbour tugs provide harbour service of LNG terminal for Taiwan CPC Corporation's Kwangtung Industrial Port.
- The market future of supply and demand as well as its development
Outlook for 2026:
In mid-April, the IMF projected a 3.1% global economic growth rate for 2026, a 0.2% downward revision from its January estimate. This adjustment is primarily attributed to surging oil prices and heightened inflation resulting from the conflict between the U.S. and Iran in the Middle East. Trade policy uncertainty presents headwinds, but surging investment in technologies such as AI, fiscal and monetary policy support, a loose financial environment, and corporate resilience are feasible to provide support, most notably in North America and Asia. Global inflation is projected to decline from 4.1% in 2025 to 3.4% in 2027, with the US returning to its target at a slower pace. Downside risks include: revised productivity projections for AI could trigger market volatility; trade and geopolitical tensions; and high deficits and debt pushing up long-term interest rates. Favorable growth potential stems from AI investment translating into productivity gains and easing trade tensions.
Regional Market Demand:
-
China: China’s 2026 strategy is expected to persist, with a sluggish real estate sector curbing domestic demand and shifting growth drivers toward external markets and emerging market investments. Despite this, rising bauxite and iron ore imports from West Africa continue to bolster Capesize ton-mile demand. Strong Brazilian soybean exports support Panamax rates, though domestic coal production remains a key variable for import requirements.
-
India & Southeast Asia: Driven by industrialization and demographic dividends, India’s expanding steel capacity will fuel raw material imports, with its global market share projected to rise by 2030. Southeast Asia sees robust momentum in construction materials and grain imports, supported by tech investments and infrastructure needs. While localized Indonesian coal trade may limit ton-mile growth, nickel ore and agricultural shipments provide solid support for tonnage demand.
- Middle East & Black Sea: Infrastructure projects in Gulf nations maintain steady demand for construction materials and grains. While Black Sea trade remains geopolitically constrained, any breakthrough in peace negotiations would unlock significant long-term demand for reconstruction.
Vessel Supply outlook:
Net fleet growth is projected at 3.2% for 2026, led by the Panamax segment. Despite a slowdown in new orders in 2025, constrained shipyard capacity and rising costs have kept new build prices at decadal highs. The current orderbook-to-fleet ratio stands at a rational 12.5%.
Energy conservation and carbon intensity regulations:
The implementation of EU ETS and FuelEU Maritime provides a competitive edge to shipowner with high-efficiency fleets. Most vessels in our company are energy-efficient vessels and are therefore will positioned to comply with relevant regulatory requirements. Furthermore, under the terms of the charterparty contracts, charterers are responsible for bearing the cost of EU ETS allowance and any penalties arising under FuelEU Maritime.
Regarding the Net-Zero Framework promoted by the IMO, the implementation was originally scheduled for January 2028. However, following influence by the world's two largest oil producers—the United States and Saudi Arabia—a vote in October 2025 resulted in a one-year deferral for further discussion. Given the Trump administration's strong opposition and the U.S. withdrawal from UN-related climate cooperation organizations, the exact timeline for the implementation of this measure remains uncertain.
3. Competitive Niche
(1) Most of our bulk fleet are built by Japan shipyard, both quality and operation reliability are trusted by the industry.
(2) Take advantage of the timing of low market to build ships; therefore, the average cost of construction and operation are low.
4. Advantages and disadvantages of development vision and countermeasures.
(1) Favorable factors:
Having the experience and technology of ship management, it is an advantage to undertake the ship management business at each port.
Given that domestic port service gradually goes privatized, and we have professional management and operation skill, it's an advantage to undertake the ship management business at each port.
(2) Our financial condition is stable and sound, also has good credit with the financial institute, which is of advantage to raise funds for the purchase and construction of ships to expand the scale of ship operation.
(3) we have run the business of bulk carrier, container ship, tanker, ship management, and ferry for a long time, so those professional experiences are of advantage toward the developing of shipping business in the future.
(4) Our ship management service for the state-owned enterprises is only to provide labor service; there is no need to cover the shipbuilding and operating cost. It not only benefits the control of human resource and decreases the risk of operation but increases the turnover.
Disadvantage factors and the countermeasure
Disadvantage factor: (a) New laws and regulations to reduce greenhouse gas and carbon emissions in response to global warming.
(b) Coal demand, which accounts for the second largest volume of dry bulk shipping, has a gradual decrease in the long term.
(c) The negative impact of the Russian-Ukrainian war and geopolitical conflicts in the Middle East on the global economy and international trade.
(d) The Red Sea and Gulf of Aden crisis may end earlier than expected, leading to vessels returning to the region and a reduction in tonnage demand.
(e) U.S. President Donald Trump's trade and high tariff policies could negatively impact global trade and economy.
Countermeasure:
We will take a close look at the global economy and dry bulk shipping market. Moreover, we will choose Charterers carefully in order to avoid the default of the contract when the shipping industry is depressed by the global economy. The operation strategy is based on the principal of making profit with prudential approaches. At the same time, we also actively seek high rating Charterers' cooperation so as to make a long-term contract and stabilize our revenue. In response to the latest greenhouse gas and carbon emission regulations, we will continue to replace old ships with new ones, and has ordered two of the latest energy-saving
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bulk carriers in 2024. The diesel engines of these ships use the latest NOx III level of the International Convention for the Prevention of Air Pollution and meet the EEDI PH.3 standard. We are actively working towards the environmental goals in terms of global policy. This will not only keep our fleet continue to be younger, more energy-efficient and environmentally friendly, but also improve our competitiveness in the shipping market.
4.2.2 The important function of the main product and the production flow
TNC mainly offers vessel for sea transportation and offers manning service. The following is the brief procedure of dry bulk cargo carriage.
Cargo owner or the shipper-forwarders- Ship carrier (Shipowner)-Loading port agent-Loading-Transportation (by sea)-Discharging port agent-Discharging-Inland transport- Consignee (Cargo owner)
4.2.3 Supply of major raw materials: Not applicable
4.2.4 Major suppliers and clients commanding 10%-plus share of annual order volume.
- Major Suppliers in the Last Two Calendar Years
Major suppliers commanding 10%-plus share of annual order volume: None. - Major Clients of the Last Two Calendar Years:
Unit: NT$ thousand
| 2024 | 2025 | 2026Q1 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Company Name | Amount | Percentage of net annual sales (%) | Relation with Issuer | Company Name | Amount | Percentage of net annual sales (%) | Relation with Issuer | Company Name | Amount | Percentage of net annual sales (%) | Relation with Issuer |
| 1 | A | 670,593 | 15 | None | A | 632,015 | 15 | None | A | 177,485 | 16 | None |
| 2 | B | 570,111 | 13 | None | B | 493,200 | 11 | Government - related parties | B | 127,521 | 12 | None |
| 3 | C | 478,424 | 11 | Government - related parties | C | 467,331 | 11 | Government - related parties | C | 123,699 | 11 | Government - related parties |
| Others | 2,680,918 | 61 | Others | 2,707,292 | 63 | Others | 654,880 | 61 | ||||
| Net Sales | 4,400,046 | 100 | Net Sales | 4,299,838 | 100 | Net Sales | 1,083,585 | 100 |
4.2.5 Shipment quantities and Sales of the Last Two Years
Unit: NT$ thousand
| Year
Item | 2024 | | 2025 | |
| --- | --- | --- | --- | --- |
| | Quantity | Amount | Quantity | Amount |
| Ocean route | Note | 3,578,952 | Note | 3,448,003 |
| Ship management | | 151,027 | | 156,203 |
| Tug Service | | 324,397 | | 333,997 |
| Coastal route | 29,091 tons
95,705 Persons | 275,570 | 30,034 tons
96,752 Persons | 289,120 |
| Others | | 70,100 | | 72,515 |
| Total | | $4,400,046 | | $4,299,838 |
Note: In the ocean route, bulk carriers are charting to the other companies, and their quantity is not applicable.
4.3 Human Resources in Last Two Years and Data as of End Data on Mar 31, 2026
| Year | 2024 | 2025 | Data as of end data on Mar 31, 2026 | |
|---|---|---|---|---|
| Number of Employees | Shore staff | 69 | 71 | 70 |
| Marine staff | 184 | 186 | 176 | |
| Total | 253 | 257 | 246 | |
| Average Age | 41.41 | 41.21 | 42.56 | |
| Average Years of Service | 9.58 | 8.89 | 10.40 | |
| Education | Ph.D. | 0.00% | 0.47% | 0.48% |
| Masters | 9.64% | 9.48% | 9.52% | |
| Bachelor’s Degree | 75.23% | 74.88% | 74.76% | |
| Senior High School | 12.84% | 12.80% | 12.86% | |
| Below Senior High School | 2.29% | 2.37% | 2.38% |
4.4 Information of Expenditure on Environmental Protection
In order to comply with environmental protection regulations, to comply with energy conservation, carbon reduction and green environmental protection, the company ordered and delivered a new 9,300-ton passenger and RORO ship Penghu from Japan Naikai Shipyard in 2023. In addition to improving operating efficiency, the ship installed Two high-efficiency and energy-saving main engines of 4,400KW each and three sets
1,000KW diesel generator each comply with the latest international IMO Air Pollution Prevention Convention NOx emission TIER II standard. It is also equipped with a 400KW harbor use generator. When shore power is unavailable, it can be used flexibly and avoid low-load start-up operation of the main diesel generator during the port berthing period, thus saving fuel consumption and carbon emissions. The investment in the port generator is approximately US$33,000, and the diesel part of the port generator is US$154,000. U.S. dollars, and planning to use a inverter conversion system to reduce the power consumption of the entire ship during berth in port, electric saving about 25%. The amount of investment in new inverter conversion equipment is about NT$1 million, and the investment payback period of the inverter conversion equipment is about half an year.
4.5 Labor Relations
4.5.1 Employee Benefit Program
TNC has a complete and generous welfare measures, the main projects are:
- Bonuses and Allowances: Work bonuses, performance bonuses, employee compensation, holiday gifts, maternity allowance, birthday bonus, wedding/funeral allowance, hospitalization allowance, major illness/injury allowance, employee children's education allowance, and employee travel allowance.
- Insurance: Labor insurance, national health insurance, group insurance, business travel accident insurance, employer's liability insurance, and directors' and managers' liability insurance.
- Friendly Leave Policy: The company provides 7 days of fully paid sick leave, exceeding legal requirements.
- Training: Educational training, professional lectures, workshops, and professional skills training are planned according to needs, including in-house and external professional training. Directors and independent directors are encouraged to participate in relevant professional knowledge training courses.
- Recreational Activities: Travel activities, year-end dinner, and year-end raffle.
- Health Management: Health checkups, on-site medical care, various medical and health lectures, and fitness classes.
- Stock Trust: After three months of employment, employees can join a stock trust, with the company subsidizing 25% of the deposited amount as a stock ownership bonus.
- Childcare: Establish childcare service agreements with kindergartens.
4.5.2 Retirement Plan
Conditions for applying for retirement
Employees who have one of the following situations may retire from the public:
Persons who have worked for more than fifteen years and have reached the age of 55.
A person who has worked for more than twenty-five years.
A person who has been working for more than ten years or more is 60 years of age.
An employee who has one of the following situations should retire:
Persons over 65 years of age.
People with physical or mental disabilities are unable to work.
- Retirement to:
(1) Old system pension (defined benefit plan): retirement according to the labor benchmark law, work each full year to give two bases, more than fifteen years, each full year to give a base, up to a maximum of forty-five bases. Those with less than six months of service are counted as six months, and those with six months or more are counted as one year.
(2) New system pension (defined contribution plan): Those who retire according to the Labor Retirement Pension Act and have worked for 15 years or more are entitled to receive a monthly retirement pension from the Bureau of Labor Insurance. Those who have worked for less than 15 years should receive a lump-sum retirement pension.
- The Labour Retirement Reserve Supervision Committee's allocation method:
(1) Approximately 6.75% of employees are covered by the old "Labor Standards Act" retirement pension regulations. Our company allocates 2% of each employee's total monthly salary to retirement funds, which are deposited into a special account at the Bank of Taiwan by the Labor Retirement Reserve Supervision Committee. If, before the end of the year, the estimated balance in the special account is insufficient to pay employees expected to reach retirement age in the following year, the difference will be disbursed in a lump sum before the end of March of the following year. Employees receive their retirement pensions from their Bank of Taiwan account upon retirement.
(2) Approximately 93.25% of employees are covered by the new "Labor Retirement Pension Act" retirement pension regulations. Employers allocate 6-7% of each employee's monthly salary to a personal
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special account at the Bureau of Labor Insurance. Employees apply for retirement pensions from the Bureau of Labor Insurance upon retirement.
- Implementation:
A total of 2 retired person in 2025, defined benefit plan from the effective date of retirement within 30 days of payment, defined contribution plan of individuals to the Labour Insurance Bureau.
4.5.3 Labor Disputes Situation in recent years till the deadline of the annual report printed
There are many channels for communicating smoothly, such as suggestion email, and The Employee Benefits Committee Convocation Rules of the Labor-Management Conference so that there are no damages caused by labor disputes in recent years.
4.5.4 Measures for ensuring the safety of the working environment and employees
TNC is committed to the maintenance of the working environment and staff safety protection. Labor Safety and Health Management Office, and Occupational Safety and Health Committee regular implementation of carbon dioxide detection and fire control inspection, maintenance of elevators, firefighting facilities, cleaning of cooling water towers. Also, the inspection of water quality, replacement of the filter core of hot drinking machines between tea and water, detection of carbon dioxide concentration, Vector Control and Environmental Hygiene Disinfection and Enhancement of access Control Security personnel are stationed 24 hours a day to ensure the safety of employees and company property, and take measures to beautify the environment. To maintain a safe and comfortable working environment. Besides, staff are subject to regular health checks and health prevention workshops to safeguard the safety of personnel. In accordance with the provisions of the Labor Safety and Health Law, a code of work safety and hygiene should be drawn up to ensure a safe working environment for employees to comply with and implementation situation is as follows:
| Term | Content | Performance |
|---|---|---|
| 1 | Vector Control and Environmental sanitation | Twice a year |
| 2 | Deratization | Once a month |
| 3 | Detection of fire equipment and measures | Once a year |
| 4 | Detection of elevator | Once a quarter |
| 5 | Air conditioning electrical maintenance | Once a month |
| 6 | Ice water host cleaning and maintenance | Once a year |
| 7 | Reservoir cleaning and water quality testing | Twice a year |
| 8 | Renew the filter of drinking fountain | Once half a year |
| 9 | Detection concentration of carbon dioxide | Once half a year |
| 10 | Clearance of septic tank | Once a year |
| 11 | Training and re-training for first aid personnel | Three hours a year |
| 12 | Fire prevention of building and safety inspection of equipment | Once every two years |
To create a harmonious relationship between the two sexes and prevent harassment by prevention staff, and to provide a friendly and safe working environment, the company has the main points of prevention and treatment of sexual harassment. Also, to protect the employees of the company, to maintain the environmental safety and physical and mental health of colleagues at sea, to promote the international maritime labor convention(MLC) ship certification, the company's bulk fleet has passed the certification and obtained a certificate.
4.5.5 Energy Conservation and Carbon Reduction
TNC has set up the Energy Conservation and Carbon Reduction Policy.
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4.6 Significant Contracts
As of Dec 31, 2025
| Contract | Counterparty | Start/Expiration date of Contract | Major Contents | Restrictions |
|---|---|---|---|---|
| Long term Tug service Contract | CPC Corporation, Taiwan | TAI CHIN 201, 202, 203, 205 | ||
| Feb 10, 2007~Dec 31,2032 | Assisting inward and outward port service for CPC LNG vessels. | None | ||
| Operation for C.P.C-Petroleum tanker | CPC Corporation, Taiwan | HONG YUN and SHENG YUN | ||
| Jan 4, 2023~Jan 23,2028 | Responsible for the petroleum transportation of C.P.C. | “ | ||
| Operation for C.P.C-Petroleum tanker | CPC Corporation, Taiwan | DER YUN | ||
| Oct 28, 2022~Oct 27, 2027 | Responsible for the petroleum transportation of C.P.C. | “ | ||
| Long term harbor tug service | CPC Corporation, Taiwan | TAI CHIN 301, 302, 303, 305, 306, 307, 308 | ||
| Nov 25, 2022~Dec 31, 2047 | Harbor tug service in Kuan-Tang Industrial Port | “ | ||
| Long-term of Kaohsiung Ma-Gong Passenger Liner Service | Maritime Port Bureau, MOTC | PENGHU | ||
| Sep 6, 2023~Sep 6, 2043 | Passenger and freight transportation services on the Kaohsiung-Magong route | “ |
4.7 Information and Communications security management
4.7.1 Information Security Policy
- The Company formulates relevant internal operation regulations in accordance with Article 9 of the "Guidelines for the Handling of the Establishment of Internal Control Systems for Public Offering Companies" and "Processing of Computerized Information Systems" to reduce the unpredictable information security risks brought about by the diversification of the network environment.
- Information security risk management flow: everyone has responsibilities, every second must pay attention, internal and external protection, rescue depends on the team.
- Continue to improve the governance system and defense capabilities of Information and communications Security, and all information operations comply with information security and comply with Information and communications Security laws and regulations.
4.7.2 Information and communications security risk management structure
In order to master the risk management of Information and communications Security, explain the handling methods for responding to Information and communications security incidents:
- Prevention management: regular independent inventory inspection, from the process and technology aspects, take the initiative to prevent security accidents
(1) Anti-intrusion: Actively defend against attacks from internal and external networks, invading the information system and causing damage.
(2) Anti-accident: Actively prevent production losses caused by factors in the environment (failure/power jump/virus/equipment loss).
(3) Anti-leakage: Strengthen the advocacy of integrity, and prevent the leakage of confidential information and documents of the company's business machines.
(4) Implementation of drills: Use the drill experience to return to normal in the shortest possible time and maintain the continuous operation of the enterprise body.
(5) Information security Notification Flow: Notify all employees and business vendors by e-mail to
strengthen information security for each other.
(6) Prevent updating the information flow: Update the anti-virus code every time you log in to the company's internal domain computer.
- When an event occurs:
Emergency liaison support team, timely and rapid cooperation to trace the cause of damage, immediately block, eliminate damage, reduce damage.
- Aftermath: Trace the cause and strengthen the system defense function
(1) To avoid problems: access system records and track the cause of problems and remediation and the establishment of new preventive measures.
(2) Detection methods are further strengthened: a number of tests, improve the prevention mechanism inside and outside the network.
4.7.3 Specific management scenarios
- Basics of information and communication security
In order to strengthen the overall information security, the company carries out a number of information security enhancement projects every year, including:
(1) Strengthen detection systems and equipment for internal and external security in the network.
(2) Enhance the awareness of salary safety of employees.
- Implementation of capital and communication security
Information and communications education and training: all colleagues have an understanding of information and communication security. The education and training of new recruits must be added to the security curriculum.
4.7.4 Invest in security resources
- Training/Advocacy
Completed the annual security training of all employees of the company.
- Monitoring
Perform weekly anti-virus network connection endpoints, perform external/internal wiring and email anti-virus isolation in real time.
4.7.5 Major information and communication security incidents
As of the date of publication of the annual newspaper, there have been no major information safety accidents and related losses.
V. Review of Financial Conditions, Financial Performance, and Risk Management
5.1 Analysis of Consolidated Financial Status
Unit: NT$ thousand
| Year
Item | 2025 | 2024 | Difference Amount | Variance (%) |
| --- | --- | --- | --- | --- |
| Current assets | $3,748,743 | $4,261,359 | ($512,616) | (12) |
| Non-current assets | 22,659,811 | 23,708,711 | (1,048,900) | (4) |
| Total assets | 26,408,554 | 27,970,070 | (1,561,516) | (6) |
| Current liabilities | 1,877,823 | 2,051,887 | (174,064) | (8) |
| Non-current liabilities | 6,690,840 | 7,666,320 | (975,480) | (13) |
| Total liabilities | 8,568,663 | 9,718,207 | (1,149,544) | (12) |
| Capital stock | 4,172,945 | 4,172,945 | 0 | 0 |
| Capital surplus | 334,382 | 334,382 | 0 | 0 |
| Retained earnings | 11,070,579 | 10,360,016 | 710,563 | 7 |
| Other equity | 2,261,985 | 3,384,520 | (1,122,535) | (33) |
| Total stockholders' equity | 17,839,891 | 18,251,863 | (411,972) | (2) |
| Total liabilities and stockholders' equity | 26,408,554 | 27,970,070 | (1,561,516) | (6) |
| Analysis of variance:
1. The decline of the financial assets at fair value through other comprehensive income caused a decrease in current assets.
2. The decline of the long-term borrowings caused a decrease in non-current liabilities.
3. The decline of unrealized gain (loss) on financial assets at fair value through other comprehensive income caused a decrease in other equity. | | | | |
5.2 Analysis of Consolidated Financial Performance
Unit: NT$ thousand
| Year
Item | 2025 | 2024 | Difference Amount | Variance (%) |
| --- | --- | --- | --- | --- |
| Operating revenue | $4,299,838 | $4,400,046 | ($100,208) | (2) |
| Operating costs | 2,504,976 | 2,556,870 | (51,894) | (2) |
| Gross profit | 1,794,862 | 1,843,176 | (48,314) | (3) |
| Operating expenses | 208,963 | 184,044 | 24,919 | 14 |
| Profit from operations | 1,585,899 | 1,659,132 | (73,233) | (4) |
| Non-operating income and expenses | 33,979 | (197,798) | 231,777 | (117) |
| Income before income tax | 1,619,878 | 1,461,334 | 158,544 | 11 |
| Income tax expense | 294,230 | 178,100 | 116,130 | 65 |
| Net income | 1,325,648 | 1,283,234 | 42,414 | 3 |
| Analysis of variance:
1. Lower average bulk freight rates compared to last year and the exchange rate was the main cause of a decrease of operating revenue.
2. The increase of non-operating income and expenses and income before income tax were mainly due to the difference of dividend revenues.
3. The increase of income tax expense was mainly due to the difference of income tax refund. | | | | |
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5.3 Analysis of Cash Flow
5.3.1 Cash Flow Analysis for the Current Year
Unit: NT$ thousand
| Cash and Cash Equivalents, Beginning of Year | Net Cash Flow from Operating Activities | Net increase in Cash and Cash Equivalents | Cash surplus (Deficit) | Remedies of Cash Deficit | |
|---|---|---|---|---|---|
| Investment Plans | Financing Plans | ||||
| 772,044 | 2,341,153 | 575,280 | 1,347,324 | - | - |
| 1. Analysis of 2025 cash flows: Net increase in cash and cash equivalents was mainly due to net cash generated from operating activities. 2. Remedies of cash deficit: None. |
5.3.2 Improvement Plan for Liquidity Problem of the Recent Year: Not applicable.
5.3.3 Liquidity Analysis for the Last Two Years:
| Year
Item | 2025 | 2024 | Variance (%) |
| --- | --- | --- | --- |
| Cash Flow Ratio (%) | 124.67 | 117.5 | 7.17 |
| Cash Flow Adequacy Ratio (%) | 68.8 | 62.5 | 5.68 |
| Cash Reinvestment Ratio (%) | 5.75 | 5.7 | 0.05 |
| Analysis of variance:
1. The increase in cash flow ratio was due to decrease in current liabilities.
2. The increase in cash flow adequacy ratio was due to increase in net cash generated from operating activities. | | | |
5.3.4 Cash Liquidity Analysis for the Next Year:
Unit: NT$ thousand
| Estimated Cash and Cash Equivalents, Beginning of Year | Estimated Net Cash Flow from Operating Activities | Estimated Cash Inflow | Cash surplus (Deficit) | Remedies of Cash Deficit | |
|---|---|---|---|---|---|
| Investment Plans | Financing Plans | ||||
| 1,347,324 | 1,978,898 | 9,007 | 1,356,331 | - | - |
| 1. Cash flow analysis for the next year : | |||||
| Net increase in cash and cash equivalents is mainly due to increase in net cash generated from operating activities. | |||||
| 2. Remedies of expected cash deficit: Not applicable. |
5.4 Impacts on Financial Operations of Major Capital Expenditure Items
5.4.1 Major capital expenditure items and source of capital
Unit: USD$ thousand
| Project | Actual or Planned Source of Capital | Actual or Planned Date of Completion | Total Capital | Actual or Expected Capital Expenditure | ||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2026 | 2027 | 2028 | ||||
| Build two 40,000 dwt bulk carriers (Note1) | 30% cash flow generated from operation and 70% from bank borrowings | 2026Q2 | 64,600 | 6,460 | 6,460 | 51,680 | - | - |
| Build two 60,000 dwt bulk carriers (Note2) | 40% cash flow generated from operation and 60% from bank borrowings | 2028Q3-Q4 | 78,000 | - | 7,800 | 7,800 | 7,800 | 54,600 |
Note1: The project was invested by TNC's wholly owned subsidiary Tai Shing Maritime Co., S.A. in 2024.
Note2: The project was invested by TNC's wholly owned subsidiary Tai Shing Maritime Co., S.A. in 2025.
5.4.2 Expected Benefits
Unit: NT$ thousand
| Year | Operating Revenue | Gross Profit | Profit from Operations |
|---|---|---|---|
| 2026 | 189,630 | 77,756 | 68,484 |
| 2027 | 296,636 | 106,710 | 90,968 |
| 2028 | 426,101 | 152,948 | 129,267 |
Note: Estimate by the recent freight rate, and may be affected by the fluctuation of the BDI index and the time of contract.
5.5 Investment Policy for the Recent Year, Main Reasons for the Profits/Losses Generated Thereby, the Plan for Improving Investment Profitability, and Investment Plans for the Coming Year.
- Investment policy for recent year: The TNC's investment policy is oriented on the core business of related diversification activities.
- Gain from investments: Share of profit of associates accounted for using the equity method of 2025 was $NT7,400 thousand.
5.6 Risk Assessment
5.6.1 Risk Factor:
- Impact of interest rate, exchange rate, and inflation on the company's earnings, and responsive measures:
(1) Interest rate:
The interest rate of bank borrowings of the company and its subsidiaries are floating. C The Company's interest rate risk is primarily to pay back the liabilities generated from operating and investment activities. The company satisfied the need of funds through the cash generated from operating activities and long-term ship mortgage borrowings to reduce the risk of the interest rate. The Company allocate the cash in short-term time deposits and time deposits with maturities of more than three months to ensure the principal and liquidity.
(2) Foreign exchange rate:
The company adopts the natural hedging, which reduces the risk of exchange rate changes by offsetting foreign currency income and expenditure. Loss on foreign currency exchange of 2025 totaled NT$30,914 thousand, accounting for -0.72% of the operating revenue, accounting for only -1.91% of the income before income tax.
(3) Inflation:
Apart from the market demand and supply of the marine fuel oil, which may affect the operating cost of the company's Ro-Ro Ferry, the impact of price fluctuations on the Company is relatively small.
(4) Responsive measures:
- Management of interest rate: The company will consistently implement effective fund management and maintain a low debt ratio to reduce the impact of interest rate changes.
- Management of foreign exchange rate: The company will maintain a stable and effective natural hedging to balance the structure of foreign currency income and expenditure, foreign currency assets, and liabilities.
- Management of fuel oil price: The company will save fuel consumption through ship management, and reduce the profit impact of oil price fluctuations.
- High-risk and highly leveraged investments, loans to third parties, endorsements/guarantees, and derivatives trading. The main causes of any profits or losses incurred and future responsive measures:
- The company has not engaged in high-risk, highly leveraged investments, and all investments project have been carefully evaluated and implemented.
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The company only provides endorsements and guarantees to wholly owned subsidiary Tai Shing Maritime Co., S.A within the limit. And the Tai Shing Maritime Co., S.A issue performance guarantee for the company's business purpose. All operations are complied with the Operational Procedures for Endorsements and Guarantee and relevant regulations.
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Future Research & Development Projects and Corresponding Budget:
The company is a ship transportation industry and does not have a specific research and development projects. -
Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales:
- Finance:
The financial department actively participated in relevant training courses, and kept abreast of changes in the Securities and Exchange Act and the Company Law, and planned the response measures, so there is no significant impact on the company's finances. -
Sales:
All of the company's vessels are comply with the certificate and equipment installation regulations at home and abroad, make sure operation properly, so there is no significant impact on the sales of the Company. -
Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales: None.
-
The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company's Response Measures:
The company has always adhered to the goal of safety, treat the customers as supremacy, providing quality shipping services, fulfilling corporate social responsibility, and demonstrate good corporate image. -
Expected Benefits, Risks, and Responses of Merger and Acquisition Plans: None.
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Expected Benefits, Risks, and Responses of Factory Expansion Plans: Not applicable.
-
Risks Relating to Excessive Concentration of Purchases and Sales:
The company doesn't have the problem of excessive concentration of purchases and sales; all of the company we cooperate in long term have well credit. -
Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%: None.
-
Effects of, Risks Relating to and Responses to the Changes in Management Rights: None.
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The goals and methods of adopting Hedge Accounting
- The company does not engage in activities related to hedging accounting.
-
The types, goals, methods, effects, and accounting treatment of hedge trading: Not applicable.
-
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- Other material risks and responses: No Information Security Risk issue and there is no impact on the company.
5.6.2 Litigation or Non-litigation Matters
- Major ongoing lawsuits, non-lawsuits or administrative lawsuit during the last two years and up to the date of publication of the annual report: None.
- Major ongoing lawsuits, non-lawsuits or administrative lawsuits caused by directors, supervisors or shareholders with over 10% shareholdings during the last two years and up to the date of publication of the annual report: None.
- Matters according to the Article 157 of the Securities and Exchange Act caused by directors, supervisors or shareholders with over 10% shareholdings during the last two years and up to the date of publication of the annual report: None.
5.6.3 There are financial problems or loss credits from directors, supervisors or shareholders with over 10% shareholdings during the last two years and up to the date of publication of the annual report: None.
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VI.Special Disclosure
6.1 Summary of Affiliated Companies
6.1.1 TNC's Affiliated Companies Information
- TNC's Affiliated Companies

- Basic Information on the TNC's Affiliated Companies
Unit: US$ thousand
| Company Name | Establishment Date | Address | Dec 31, 2025 Paid-up Capital | Major Operations |
|---|---|---|---|---|
| TAI SHING MARITIME CO., S.A. | Sep 29, 1998 | Republic of Panama | US$117,386 | Marine operations and shipping agency |
| SHIN WANG MARITIME INC. | Jan 02, 2007 | Republic of Liberia | US$1,000 | Marine operations and shipping agency |
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For companies presumed to have a relationship of control and subordination where the shareholders in common: None.
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The connections exist among the industries covered by the business operated by the affiliates overall.
Date: Dec 31, 2025
| Industry | Affiliates Company Name | The connections among the industries between the affiliates. |
|---|---|---|
| Shipping Industry | TAI SHING MARITIME CO., S.A. | Part of bulkers time charter to Shin Wang Maritime Inc. |
| Shipping Industry | SHIN WANG MARITIME INC. | Operation bulkers, which are time charter from Tai Shing Maritime Co., S.A. |
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- Information of Chairman and Directors of the TNC's Affiliates Company.
Date: Dec. 31, 2025 Unit; share : %
| Company Name | Title | Name or Representative | Shareholding | |
|---|---|---|---|---|
| Shares | % | |||
| TAI SHING MARITIME CO., S.A. | Chairman | TNC, Representative: Liu, Wen-Ching | 100 | 100 |
| Director | TNC, Representative: Chyou, Jong-Lin | 100 | 100 | |
| Director | TNC, Representative: Lu, Chung-Hsing | 100 | 100 | |
| Director | TNC, Representative: Wang, Che-Wen | 100 | 100 | |
| Director | TNC, Representative: Yu, Yuan-Wang | 100 | 100 | |
| SHINWANG MARITIME INC. | Chairman | TNC, Representative: Liu, Wen-Ching | 1 | 100 |
| Director | TNC, Representative: Chyou, Jong-Lin | 1 | 100 | |
| Director | TNC, Representative: Wang, Che-Wen | 1 | 100 | |
| Director | TNC, Representative: Chen, Chien-Chou | 1 | 100 | |
| Director | TNC, Representative: Lu, Chung-Hsing | 1 | 100 | |
| Director | TNC, Representative: Yu, Yuan-Wang | 1 | 100 | |
| Director | TNC, Representative: Huang, Ruei-Kaung | 1 | 100 |
- Operation Overview of the TNC's Affiliates Company.
Date: Dec. 31, 2025 Unit; US$ thousand
| Company Name | Capital | Total Assets | Total Liabilities | Equity | Operating Revenue | Operating (loss)Profits | Income (After Tax) | EPS in US$ (After Tax) |
|---|---|---|---|---|---|---|---|---|
| TAI SHING MARITIME CO., S.A. | 117,386 | 597,155 | 214,685 | 382,470 | 95,793 | 33,065 | 23,676 | 236.76 |
| SHIN WANG MARITIME INC. | 1,000 | 15,981 | 2,826 | 13,155 | 40,656 | 11,515 | 12,036 | 12,036 |
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6.1.2 Affiliates Consolidated Financial Statement Announcements
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2025 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard No. 10, “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
By
Taiwan Navigation Co., Ltd.
Liu, Wen-Ching
Chairman
March 9, 2026
6.2 The Most Recent Fiscal Year and Up to the Date of this Annual Report Printed, Private Placement Securities: None.
6.3 The Most Recent Fiscal Year and Up to the Date of this Annual Report Printed, Subsidiary Companies Holding or Disposal of the Company’s Stock List: None.
6.4 Other Supplementary Information: None.
6.5 Matters according to the Article 36.3.2 of the Securities and Exchange Act of Taiwan in the Most Recent Year and Up to the Date of Printing of this Annual Report which have Significant Impact to Shareholders’ Equity or Stock Price: None.
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Taiwan Navigation Co., Ltd.
Liu, Wen-Ching
Chairman