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TRI — Annual Report 2025
May 5, 2026
52263_rns_2026-05-05_d4f27cbd-382f-4023-bb33-2a4a86cbc34c.pdf
Annual Report
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Stock Code: 3030
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Test Research, Inc. 2025 Annual Report
Notice to readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Taiwan Stock Exchange Market Observation Post System: http://newmops.twse.com.tw
2025 Annual Report is available at: http://www.tri.com.tw Printed on May 5, 2026
Spokesperson
Name: Chiang-Hua, Lin Title: Vice President of Global Sales Division Tel: 886-2-28328918 E-mail: [email protected]
Deputy Spokesperson
Name: Kaun-Yuan, Chen Title: Director of Finance Department Tel: 886-2-28328918 E-mail: [email protected]
Headquarters and Plant
Headquarters
Address: 7F., No.45, Dexing W. Rd., Shilin Dist., Taipei City 11158, Taiwan Tel: 886-2- 28328918
Plant
Address: No. 256, Huaya 2nd Rd, Guishan Dist., Taoyuan City, 33383, Taiwan Tel: 886-2- 28328918
Stock Transfer Agent
Stocks Affairs Department of KGI Securities Address: 5F, No. 2, Chongqing South Road, Taipei City, Taiwan Tel: 886-2-23892999 Website: www.kgieworld.com.tw
Auditors
PricewaterhouseCoopers, Taiwan Auditors: Huang, Pei-Chuan, Wang, Ming-I Address: 27F, No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei 11012, Taiwan Tel.: 886-2-27296666 Website: www.pwc.tw
Overseas Securities Exchange
None.
Corporate Website
http://www. tri.com
Contents
| Contents | ||
|---|---|---|
| page | ||
| I. Letter to Shareholders............................................................................................... | 1 | |
| II. Corporate Governance Report | ||
| 2.1 | Directors and Management Team…………………..…………………………... | 2 |
| 2.2 | Remuneration of Directors, Independent Directors, President, and Vice | 12 |
| Presidents for the Most Recent Year | ||
| 2.3 | Implementation of Corporate Governance........................................................... | 18 |
| 2.4 | Information Regarding the Company’s Audit Fee……………..…….................. | 81 |
| 2.5 | Information on CPA’s replacement……………...……………..……................. | 82 |
| 2.6 | Information about the Company’s Chairman, President, or Any Manager in | |
| Charge of Financial and Accounting Matters Who Has Worked in the CPAs’ | ||
| Affiliated Firm or its Associated Enterprise in the Past year…………………… | 83 |
|
| 2.7 | Changes in the Equity (Share Transfer and Pledge) of Directors, Managers, and | |
| Shareholders with a Shareholding of More than 10%........................................... | 83 |
|
| 2.8 | Relationship among the Top Ten Shareholders………..……………………….. | 84 |
| 2.9 | The Number of Shares of the Same Investee Held by the Company, the | |
| Company’s Directors and Managerial Officers, and the Businesses Controlled | ||
| Directly or Indirectly by the Company, and the Consolidated Shareholding | ||
| Ratio……...……………………………………………………………………. | 85 | |
| III. | Capital Overview | |
| 3.1 | Capital and Shares………………………………………………………….…… | 86 |
| 3.2 | Bonds………….………………………………………………………….…….. | 90 |
| 3.3 | Preferred Shares................................................................................................... | 90 |
| 3.4 | Global Depository Receipts……………..…….................................................... | 90 |
| 3.5 | Employee Stock Options……………...……………..……................................. | 90 |
| 3.6 | Status of New Restricted Stock Award Shares Issued to Employees…………... | 90 |
| 3.7 | Status of New Shares Issuance in Connection with Mergers and Acquisitions… | 90 |
| 3.8 | Financing Plans and Implementation……………………………………...……. | 90 |
| IV. | Operational Highlights | |
| 4.1 | Business Activities……………………………………………………………… | 91 |
| 4.2 | Market and Sales Overview…………………………………….………..……... | 101 |
| 4.3 | Human Resources for the Past Two Years.......................................................... | 106 |
| 4.4 | Environmental Protection Expenditure………….............................................. | 107 |
| 4.5 | Labor Relations……………...……………..……............................................... | 107 |
| 4.6 | Cyber Security Management……………………………………………………. | 112 |
| 4.7 | Important Contracts……………………………………………………………... | 114 |
| V. Review of Financial Conditions, Operating Results, and Risk Management | V. Review of Financial Conditions, Operating Results, and Risk Management | |
|---|---|---|
| 5.1 | Analysis of Financial Status………………………………………….………… |
118 |
| 5.2 | Analysis of Operation Results…………………………………………….…… |
119 |
| 5.3 | Analysis of Cash Flow......................................................................................... |
120 |
| 5.4 | Major Capital Expenditure Items………………………………………………. |
120 |
| 5.5 | Investment Policy in Last Year, Main Causes for Profits or Losses, |
120 |
| Improvement Plans and the Investment Plans for the Coming Year…………… | ||
| 5.6 | Analysis of Risk Management………………………………………………… |
121 |
| 5.7 | Other Important Matters………………….…………………………………… |
124 |
| VI. | Special Disclosure | |
| 6.1 | Summary of Affiliated Companies……………………………….…………….. |
125 |
| 6.2 | Private Placement Securities in the Most Recent Years…………….…………... |
125 |
| 6.3 | Other Require Supplementary information……………………………………... |
125 |
| 6.4 | Matters, if any, that may affect shareholders' equity or securities price as |
|
| defined in Subparagraph 2, Paragraph 3, Article 36 of the Securities and | ||
| Exchange Act in the most recent year and as of the printing date of the annual | ||
| report……………………………………………………………………………. | 125 |
I. Letter to Shareholders
Dear Shareholders:
In 2025, the Company reported consolidated revenue of NT$8.467 billion and after-tax profits of NT$2.479 billion. The revenue enjoyed a significant growth of 33%, compared with NT$6.356 billion in 2024; and the after-tax net profit was a huge increase of 35%, compared with NT$1.837 billion in the previous year.
As shown in the consolidated financial statements, the Company's gross profit margin was 58%, operating net profit margin was 35%, after-tax net profit margin was 29%, return on equity was 28%, and return on assets was 22% in 2025. Thus, its overall financial status remains stable and sound.
The main reasons behind the Company's substantial growth in revenue and profits in 2025: (1) The annual revenue of four major product lines (AOI, SPI, X-RAY, and board testing ICT) reached record highs. (2) Revenue and profits in Taiwan and Southeast Asia regions grew significantly, with both reaching historical peaks. (3) Revenues from the server industry and network communications industry have also shown substantial growth. (4) New products were successfully commercialized, and product competitiveness continues to improve. (5) Maintaining close ties with customers and major international manufacturers has driven significant growth in revenue and profits throughout the year.
- Future business policy, production and sales policy, development strategy and expected sales volume:
The Company's operating strategy focuses on enhancing the competitiveness and market expansion of its two main equipment categories: Automated Inspection (AOI, SPI, AXI) and board testing ICT. In addition to the continued growth of SMT process testing equipment, semiconductor process testing equipment will play an important strategic role in the future. The proportion of semiconductor testing equipment revenue to overall revenue is expected to increase year by year. Opportunities for future growth lie in (1) The Company's AOI currently ranks first in the global SMT market share. In addition to continuously improving the cost-effectiveness of AOI in the SMT market, it will actively develop semiconductor process inspection equipment, and expects the shipment volume of the AOI equipment to maintain considerable growth. (2) We are strengthening the competitiveness of SPI equipment in the SMT market and are committed to developing equipment for semiconductor process inspection. The shipment volume of SPI machines will continue to grow. (3) X-RAY equipment is an essential inspection device for SMT processes in servers, network communications, and automotive electronics, especially in semiconductor manufacturing, where demand is increasing significantly. The Company will continue to enhance the competitiveness of its X-RAY machines, and expects shipments to continue to grow. (4) Board testing ICT equipment is essential for server, network communication, and automotive electronics processes in SMT manufacturing. In-Line ICT smart manufacturing has become a global trend, and the shipment volume of board testing ICT equipment is expected to continue to grow. Our Company aims to compete with U.S.-based Keysight and Teradyne in the global SMT board testing ICT markets in the future. (5) The Company continues to deepen the application of AI technology on imaging optical machines to reduce program preparation time, while improving the detection rate and reducing the misjudgment rate. (6) To deepen the layout of the global market: With the commercialization of new products and the improvement of product competitiveness, coupled with the booming AI infrastructure construction, we expect a great opportunity for growth in shipments this year.
- Influence of external competitive environment, regulatory environment and overall business environment on the Company:
The Company continues to improve its product quality and operational management. The Company's core values are "Team, Speed, Innovation, Integrity, and Service." Meanwhile, the Company will continue to improve its overall competitiveness in "technology leadership", "stable and reliable quality", "global market development", "control of new product development schedule", and "internal talent cultivation". We firmly believe the Company will have opportunities for continued growth.
We would like to express our deep gratitude to all shareholders for their support, which enables the Company to continue to grow.
We wish you all good health and happiness.
- Chairman: Chieh-Yuan,Chen Manager: Chieh-Yuan,Chen Accounting Chief: Kaun-Yuan, Chen
1
II.Corporate Governance Report
2.1 Directors and Management Team
2.1.1 Directors
1. Directors
March 29, 2026
| March 29, 2026 | March 29, 2026 | March 29, 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, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Notes |
||||||
| Shares | % |
Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||||||
| Chairman | R.O.C | Chieh-Yuan,Chen | Male 71~80 |
2023.05.31 | 3 | 1989.04.10 | 37,889,235 | 16.04% | 37,889,235 | 16.04% | 17,338,054 | 7.34% | 0 |
0 | BE(Elec)of Tatung University Department Head of PhilipCo. Taiwan |
Note 1 | Director of Logistics Division |
Mei-Hsing,Yeh | Spouse | Note 7 |
| Director | R.O.C | Kuang-Chao,Fan | Male 71~80 |
2023.05.31 | 3 | 2002.05.04 | 142,211 | 0.06% | 160,211 |
0.07% | 5,000 |
0.00% | 0 |
0 | Ph.D. degree from University of Manchester Institute of Science and Technology in UK Distinguished Professor in the Department of Mechanical Engineering of National Taiwan University. |
Note 2 |
None | None | None | None |
| Director | R.O.C | Chin-Lung,Chen | Male 71~80 |
2023.05.31 | 3 | 1999.03.27 | 415,857 | 0.18% | 415,857 |
0.18% | 62,100 |
0.03% | 0 |
0 | LL.M National Taiwan University Managing Partner, Bright & Wise Attorneys-at-Law |
Note 3 | None | None | None | None |
| Director | R.O.C | Chiang-Huai,Lin | Male 71~80 |
2023.05.31 | 3 | 2000.06.03 | 2,402,864 | 1.02% | 2,340,864 | 0.99% | 563,059 |
0.24% | 0 |
0 | BE(ES)of National Taiwan University of Science and Technology Vice President of Test Research,Inc. |
Note 4 |
None | None | None | None |
| Director | R.O.C | Ming-Chuan,Tsai | Male 71~80 |
2023.05.31 | 3 | 2008.06.13 | 1,350,650 | 0.57% | 1,006,000 | 0.43% | 119,000 |
0.05% | 0 |
0 | BE(Elec)of Tatung University Vice President of Test Research,Inc. |
None | None | None | None | None |
2
| Title | Nationality/ Place of Incorporation |
Name |
Gender Age |
Date Elected |
Term (Years) |
Date First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding |
Current Shareholding |
Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience(Education) |
Other Position |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % |
Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||||||
| Independent Director |
R.O.C | Mei-Jin,Chen | Female 61~70 |
2023.05.31 | 3 | 2017.05.26 | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | MBA of New York University in USA Chairman of SinoPac Securities Investment Trust Co. Ltd. |
None | None | None | None | None |
| Independent Director |
R.O.C | Yow-Shiuan,Fu | Male 71~80 |
2023.05.31 | 3 | 2017.05.26 | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | MBA of West Coast University in USA General Manager of WYSE Technology Taiwan Ltd. General Manager of E Ink Holdings Inc. |
Note 5 | None | None | None | None |
| Independent Director |
R.O.C | Liang-Chia,Chen | Male 61~70 |
2023.05.31 | 3 | 2017.05.26 | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | Ph.D. in Advanced manufacturing and mechanical engineering, the university of South Australia, Australia Chair, Manufacturing Automation Technology Research Center, National Taiwan University. Distinguished Professor, Department of Mechanical Engineering, National Taiwan University. |
None |
None | None | None | None |
3
| Title | Nationality/ Place of Incorporation |
Name |
Gender Age |
Date Elected |
Term (Years) |
Date First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding |
Current Shareholding |
Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience(Education) |
Other Position |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % |
Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||||||
| Independent Director |
R.O.C |
Chi-Jui,Huang | Male 51~60 |
2023.05.31 | 3 | 2023.05.31 | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | Ph.D., Department of International Business, National Taiwan University Dean, the College of Business and Professor of the Department of Finance and Cooperative Management, National Taipei University. Commissioner, the Labor Retirement Fund Supervisory Committee. Supervisor of the board, Taiwan Insurance Institute. |
Note 6 |
None | None | None | None |
-
Note1
:Act as the Company’s chairman and concurrent as the president. Concurrently serving as a director of Der-Sheng Investment Co., Ltd., Der-Shin Investment Co., Ltd., Der-Hong Investment Co., Ltd., TRI Electronics (Shenzhen) Ltd., TRI Electronics (Suzhou) Ltd. and TRI Electronics Trading (Shanghai) Ltd.. -
Note2
:Act as the independent director of U.D. Electronic Corp. Act as the director of 3DFamily Technology Co., Ltd. Act as the chairman of Optodyne International Co., Ltd. -
Note3
:Act as the supervisor’s representative of Powerchip Investment Holding Corporation. Act as the independent director of Ever Supreme Bio Technology Co., Ltd. Act as the director of Fu-Ding Investment Co., Ltd. -
Note4
:Act as the Company’s vice president of global sales division. Act as the chairman and concurrent as the president of TRI Electronics (Shenzhen) Ltd., TRI Electronics (Suzhou) Ltd. and TRI Electronics Trading (Shanghai) Ltd. Act as the director of Test Research USA, Inc., TRI Test Research Europe GmbH, TRI Japan Co., Ltd., Test Research Innovation Malaysia Sdn. Bhd., TRI Korea Co., Ltd., Test Research Innovation Vietnam Company Limited and Test Research Innovation (Thailand) Company Limited. Act as the president of Test Research Innovation Mexico S. de R.L. de C.V.. -
Note5
:Act as the independent director of PenPower Technology Co., Ltd.. -
Note6
:Act as the representative of institutional director, Vanguard International Semiconductor Co. -
Note7
:The Company's chairperson and concurrent as the president aims to improve operational efficiency and the execution of decisions. To strengthen the Board's independence, the Company is actively training suitable candidates. Furthermore, the chairperson fully communicates the Company's recent condition, plans, and policies with directors to implement corporate governance. The Company currently has the following measures: -
a. The four independent directors have expertise in finance, accounting, automatic inspection devices and corporate governance, thus ensure efficient supervision.
-
b. Arrange directors to participate in professional courses offered by external institutions every year, such as the Securities and Futures Institute, to enhance Board performance.
-
c. Independent directors can fully discuss and provide recommendations in functional committees to the Board of Directors in implementing corporate governance.
-
d. Over half of the directors in the Board of Directors do not concurrently serve as an employee or executive officer.
4
2. Professional qualifications and independence analysis of directors and independent directors
| Criteria Name |
Professional qualifications and experiences | Independence Conditions | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Chiarman Chieh-Yuan,Chen |
Graduated from the Department of Electrical Engineering of Tatung University, currently chairman and general manager of the Company, and is committed to the field of automatic detection equipment for nearly 40 years. Has working experiences required in business, financial, and corporate business, and possesses the ability of professional leadership, marketing, operation management, and strategic planning. Expects to lead the Company as an industry pioneer,and move towards a sustainable management. |
Not having any of the situations set forth in Article 30 of the Company Act of the ROC. |
- |
| Director Kuang-Chao,Fan |
Graduated from UK’s Manchester University of Technology with a PhD in mechanical engineering, and was a professor at the Department of Mechanical Engineering of National Taiwan University. Concurrently chairman of Optodyne International Co. Ltd., independent director of U.D. Electronic Corp. and director of 3DFamily Technology Co. Ltd. Has professional qualifications and working experiences of professor in public and private colleges/universities of relevant departments required for the Company's business. Committed to the research of automated optical inspection, providing professional advice on the Company'sproducts,R&D,and sales. |
Not having any of the situations set forth in Article 30 of the Company Act of the ROC. |
1 |
| Director Chin-Lung,Chen |
Graduated with a master of laws degree from National Taiwan University, currently presiding attorney of Bright & Wise Attorneys-at-Law, and acting as legal representative of supervisor of Powerchip Investment Holding Corporation., independent director of Ever Supreme Bio Technology Co., Ltd and director of Fu-ding Investment Co., Ltd.; has legal experiences and qualification certificates to assist the Companyin legalprofessional consultation. |
Not having any of the situations set forth in Article 30 of the Company Act of the ROC. |
1 |
| Director Chiang-Huai,Lin |
Graduated from the Electronic Engineering Department of National Taiwan University of Science and Technology. Currently vice president of the Company's Global Sales Division. Has working experiences required for business, finance, and corporate business, with an international view, global professional market competitionjudgment,and innovative leadershipskills. |
Not having any of the situations set forth in Article 30 of the Company Act of the ROC. |
- |
5
| Criteria Name |
Professional qualifications and experiences | Independence Conditions | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Director Ming-Chuan,Tsai |
Graduated from the Electrical Engineering Department of Tatung University, former vice president of the Company's Global Sales Division. Has working experiences required for commercial, financial, and corporate business,specializingin market strategyand businesspromotion. |
Not having any of the situations set forth in Article 30 of the Company Act of the ROC. |
- |
| Independent Director Mei-Jin,Chen |
Graduated from New York University of the U.S. with a master degree in business, currently a member of the Company's Audit Committee and Remuneration Committee. Former Chairman of SinoPac Securities Investment Trust Co. Ltd., and has working experiences required for business, finance, accounting, and corporate operations and rich experiences in banking and financial practice, specializingin corporate finance and accounting practice. |
Note1. |
- |
| Independent Director Yow-Shiuan,Fu |
Graduated from West Coast University of the U.S. with a master degree in business, currently a member of the Company’s Audit Committee and Remuneration Committee. Acting as independent director of PenPower Technology Co Ltd.. Former General Manager of E Ink Holding Inc. and Wyse Technology Taiwan; has the necessary working experience in business, finance, and corporate business,and rich experiences in industrialplanning. |
Note1. |
1 |
| Independent Director Liang-Chia,Chen |
Graduated from the University of South Australia with a PhD degree in advanced manufacturing and mechanical engineering, and currently a member of the Company’s Audit Committee and a convener Remuneration Committee. A full-time distinguished professor at the Department of Mechanical Engineering of National Taiwan University; has professional qualifications as professor and working experiences in public and private colleges/universities of relevant departments required for the Company's business. Committed to the research of automated optical inspection, providing professional advice on the Company'sproducts,R&D,and sales. |
Note1. |
- |
| Independent Director Chi-Jui,Huang |
Graduated from the University of National Taiwan with a PhD degree in international business, and currently a convener of the Company’s Audit Committee and a member of Remuneration Committee. Currently serving as a professor in the Department of Finance and Cooperative Management and Dean of the College of Business at National Taipei University, and also as the corporate representative of Vanguard International Semiconductor Co.; has professional qualifications as professor and specializingin in corporategovernance,ESG and financialperformance. |
Note1. |
- |
6
Note1:During the two years prior to the election and the term of office, all in accordance with the following independent assessment criteria:
-
Not an employee of the Company or any of its affiliates.
-
Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
-
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 a manager in (1) or personnel in (2) and (3).
-
Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
-
Not a director, supervisor, or employee of other companies controlled by the same person with over half of the Company's director seats or shares with voting rights (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
-
Not a director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
-
Not a director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
-
Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the company or to any affiliate of the company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions.
-
Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company;
-
Not having any of the situations set forth in Article 30 of the Company Act of the ROC.
-
Not a government agency, juristic person, or its representative set forth in Article 27 of the Company Act of the ROC.
7
3. Board diversity and independence:
- (1) Board diversity: The Company advocates and respects the policy of director diversity. As an attempt to strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, it is believed that the diversity policy will help improve the overall performance of the Company. The election of board members is based on the principle of employing talents and abilities, and on diversified and complementary capabilities across industries to include basic composition (age, gender, and nationality, for example.), industry experience and related skills (finance, securities, accounting, law, education, and electronic technology, etc.), business judgment, business management, leadership decision-making, and crisis management capabilities. To reinforce the functions of the Board of Directors and achieve the ideal goals of corporate governance, Article 20 of the Company's "Corporate Governance Code" clearly states that the board as a whole should have the following capabilities: 1. Business judgment ability 2. Accounting and financial analysis ability 3. Operation and management ability 4. Crisis handling ability 5.Industry knowledge 6. International market outlook 7. Leadership and 8. Decision-making.
The Company’s diversity policy of current board members and implementation is illustrated as follows:
| follows: | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Diversified core project~~s~~ Name |
Basic components | Industry | experiences | Professional abilities | |||||||||||||
| Nationality | Gender | Concurrently employees of the company |
Age | independen t director tenure |
Finance | Management | international market | Lecturer in colleges and universities |
Business | Legal | Accounting | Risk Management | |||||
| 51 ~ 60 years |
61 ~ 70 years |
Above 70 years | Below 3 years | 3 ~ 9 years | Above 9 years | ||||||||||||
| Chiarman Chieh-Yuan, Chen |
R.O.C | Male | V | V | V | V | V | V | V | ||||||||
| Director Kuang-Chao, Fan |
R.O.C | Male | V | V | V | V | V | V | |||||||||
| Director Chin-Lung ,Chen |
R.O.C | Male | V | V | V | V | V | ||||||||||
| Director Chiang-Huai, Lin |
R.O.C | Male | V | V | V | V | V | V | V | ||||||||
| Director Ming-Chuan, Tsai |
R.O.C | Male | V | V | V | V | V | V | |||||||||
| Independent Director Mei-Jin,Chen |
R.O.C | Female | V | V | V | V | V | V | V |
8
| Diversified core project~~s~~ Name |
Basic components | Basic components | Basic components | Basic components | Basic components | Basic components | Basic components | Basic components | Industry | Industry | experiences | experiences | Professional abilities | Professional abilities | Professional abilities | Professional abilities | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | Concurrently employees of the company |
Age | independen t director tenure |
Finance | Management | international market | Lecturer in colleges and universities |
Business | Legal | Accounting | Risk Management | |||||
| 51 ~ 60 years |
61 ~ 70 years |
Above 70 years | Below 3 years | 3 ~ 9 years | Above 9 years | ||||||||||||
| Independent Director Yow-Shiuan,Fu |
R.O.C | Male | V | V | V | V | V | V | V | ||||||||
| Independent Director Liang-Chia,Chen |
R.O.C | Male | V | V | V | V | |||||||||||
| Independent Director Chi-Jui, Huang |
R.O.C | Male | V | V | V | V | V | V | V | V | V |
- (2) The Board of Directors’ specific management objectives of diversity policy and achievements:
| Managementgoals | Achievements |
|---|---|
| There is one female member of the Board | |
| One-third of the board seats shall be held by either gender. |
of Directors, which is less than one-third of the board seats.(Note) |
| Directors who also serve as company managers | Achieved |
| should not exceed one-third seat of directors. | |
| The term of independent directors should not | Achieved |
| exceed three sessions. | |
| Sufficientprofessional knowledge and skills | Achieved |
Note: The current nine directors were elected at the Shareholders’ Meeting held on May 31, 2023. There is only one female director, less
than one-third. This is because the composition of the Board of Directors mainly considers the professional background, experience, participation and contribution of the candidates to the future development of the Company, and does not specifically limit the gender ratio. To promote gender equality on the Board, a long-term goal of one-third of directors being of different genders will be set, and progress on this diversity will be reviewed regularly.
- (3) Board independence: The Company's Board of Directors consists of 9 directors, including 4 independent directors, accounting for 1/3 of the board seats, and none of them has served three terms. The number of directors with employee status does not exceed 1/3 of the board seats; there is no family relationship between all directors and independent directors as defined in Article 26-3, Paragraph 3 of the Securities and Exchange Act. In addition, in accordance with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", all independent directors have issued an "Independent Director Statement" when they were elected, confirming that they meet the independence qualification requirements.
9
March 29, 2026
2.1.2 Management Team
| March 29, | March 29, | March 29, | 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 |
Note | |||||
| Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||||
| Chairman (Concurrent as the President) |
R.O.C | Chieh-Yuan,Chen | Male |
1990.03.01 | 37,889,235 | 16.04% | 17,338,054 | 7.34% | 0 | 0 | BE(Elec)of Tatung University Department Head of Philip Co. Taiwan |
Note 1 | Director of Logistic Division |
Mei-Hsing,Yeh | Spouse | Note 4 |
| Vice President of Global Sales Division |
R.O.C | Chiang-Huai,Lin | Male | 1998.04.30 | 2,340,864 | 0.99% | 563,059 | 0.24% | 0 | 0 | BE(ES) of National Taiwan University of Science and Technology President of CHINATECH Corp. |
Note 2 | None | None | None | |
| Director of R&D Division 1 |
R.O.C | Chien-Hsing, Chou |
Male | 1999.01.07 | 10,687 | 0.00% | 93,540 | 0.04% | 0 | 0 | BE(ES) of National Taiwan University of Science and Technology Manager of Kingsdale Corp. |
None | None | None | None | |
| Director of R&D Division 2 |
R.O.C | Wen-Ming, Wu | Male | 2021.03.01 | 25,000 | 0.01% | 6,000 | 0.00% | 0 | 0 | ME(PME) of National Tsing Hua University Principal Investigator of Industrial Technology Research Institute(ITRT) |
None | None | None | None | |
| Director of R&D Division 3 |
R.O.C | Wen-Kuei, Lee | Male | 1996.07.01 | 132,376 | 0.06% | 12,859 | 0.01% | 0 | 0 | ME(CS/ES) of National Central University Engineer of National Chung-Shan Institute of Science & Technology(NSCIST) |
None |
None | None | None | |
| Director of Manufacture Division |
R.O.C | Chang-Fa,Lin | Male | 2005.04.18 | 48,000 | 0.02% | 0 | 0 | 0 | 0 | BE(Mechanical) of National United University Process Development section Manager of PHILIPS CLI TWN Production Engineering Manager of LainHwa Food Corp. |
None | None | None | None |
10
| Title | Nationality | Name |
Gender | Date Effective |
Shareholding |
Shareholding |
Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) |
Other Position |
Managers who are Spouses or Within Two Degrees of Kinship |
Managers who are Spouses or Within Two Degrees of Kinship |
Managers who are Spouses or Within Two Degrees of Kinship |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||||
| Director of Logistics Division |
R.O.C | Mei-Hsing,Yeh | Female | 1990.01.06 | 17,338,054 | 7.34% | 37,889,235 | 16.04% | 0 | 0 | BA(JP) of FuJen Catholic University Secretary of YuChang Industrial Co.,Ltd. |
Note 3 | President | Chieh-Yuan,Chen | Spouse | |
| Director of Human Resources Department |
R.O.C | Chia-Lang,Tsai | Male | 2018.09.01 | 10,000 | 0.00% | 0 | 0 | 0 | 0 | Master of Information Management of Fu-Jen Catholic University MIS Manager of Potrans Electrical Corp. MIS Manager of Test Research Inc. |
None | None | None | None | |
| Director of Finance Department |
R.O.C | Kaun-Yuan,Chen | Male | 2004.06.17 | 178,620 | 0.08% | 0 | 0 | 0 | 0 | Master of Science in Accounting of University of Wisconsin-Milwaukee Deputy Manager of KPMG Taiwan Senior Accounting Manager of Primax Electronics Ltd. |
None | None | None | None |
-
Note1
:Act as the director of Der-Sheng Investment Co., Ltd., Der-Shin Investment Co., Ltd., Der-Hong Investment Co., Ltd., TRI Electronics (Shenzhen) Ltd., TRI Electronics (Suzhou) Ltd. and TRI Electronics Trading (Shanghai) Ltd. -
Note2
:Act as the Company’s vice president of global sales division. Act as the chairman and concurrent as the president of TRI Electronics (Shenzhen) Ltd., TRI Electronics (Suzhou) Ltd. and TRI Electronics Trading (Shanghai) Ltd. Act as the director of Test Research USA, Inc., TRI Test Research Europe GmbH, TRI Japan Co., Ltd., Test Research Innovation Malaysia Sdn. Bhd., TRI Korea Co., Ltd., Test Research Innovation Vietnam Company Limited and Test Research Innovation (Thailand) Company Limited. Act as the president of Test Research Innovation Mexico S. de R.L. de C.V.. -
Note3
:Act as the director of TRI Electronics (Shenzhen) Ltd., TRI Electronics (Suzhou) Ltd. and TRI Electronics Trading (Shanghai) Ltd. Act as the chairman of Der-Sheng Investment Co., Ltd., Der-Shin Investment Co., Ltd., and Der-Hong Investment Co., Ltd. Act as the representative of TRI INVESTMENTS LIMITED. -
Note4
:The Company's chairperson and concurrent as the president aims to improve operational efficiency and the execution of decisions. To strengthen the Board's independence, the Company is actively training suitable candidates. Furthermore, the chairperson fully communicates the Company's recent condition, plans, and policies with directors to implement corporate governance. The Company currently has the following measures: -
a. The four independent directors have expertise in finance, accounting, automatic inspection devices and corporate governance, thus ensure efficient supervision.
-
b. Arrange directors to participate in professional courses offered by external institutions every year, such as the Securities and Futures Institute, to enhance Board performance.
-
c. Independent directors can fully discuss and provide recommendations in functional committees to the Board of Directors in implementing corporate governance.
-
d. Over half of the directors in the Board of Directors do not concurrently serve as an employee or executive officer.
11
2.2 Remuneration of Directors, Independent Directors, President, and Vice Presidents
2.2.1 Remuneration of Directors and Independent Directors
December 31, 2025 ; Unit: NT$ thousands
Other than as disclosed in the above table, the remuneration earned by Directors providing services (e.g. providing consulting services as a non-employee) to the Company and all consolidated entities in the latest fiscal
| Title | Name | Remuneration | Remuneration | Remuneration | Remuneration | Remuneration | Remuneration | Remuneration | Remuneration | Ratio of Total Remuneration (A+B+C+D) to Net Income (%) |
Ratio of Total Remuneration (A+B+C+D) to Net Income (%) |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Ratio of Total Compensation (A+B+C+D+E+F+ G) to Net Income (%) |
Ratio of Total Compensation (A+B+C+D+E+F+ G) to Net Income (%) |
Compensation Paid to Directors from an Invested Company Other than the Company’s Subsidiary or the Parent Company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) |
Pension (B) |
Directors Compensation(C) (Note 1) |
Business Expense (D) |
Salary, Bonuses, and Allowances (E) (Note 2) |
Pension (F) (Note 3) |
Employee Compensation (G) (Note 4) |
||||||||||||||||
| The company |
All companies in the consolidat ed financial statements |
The company |
Companie s in the consolidat ed financial statements |
The company |
Companie s in the consolidat ed financial statements |
The company |
Companie s in the consolidat ed financial statements |
The company |
Companie s in the consolidat ed financial statements |
The company |
Companie s in the consolidat ed financial statements |
The company |
Companie s in the consolidat ed financial statements |
The company |
Companies in the consolidated financial statements |
The company |
Companies in the consolidate d financial statements |
|||||
Cash |
Stock | Cash | Stock | |||||||||||||||||||
| Chairman | Chieh-Yuan,Chen | 0 | 0 | 0 | 0 | 13,185 | 13,185 | 0 | 0 | 13,185 0.53% |
13,185 0.53% |
9,590 | 9,590 | 238 | 238 | 1,06 5 |
0 | 1,06 5 |
0 | 24,078 0.97% |
24,078 0.97% |
- |
| Director | Kuang-Chao,Fan | |||||||||||||||||||||
| Director | Chin-Lung,chen | |||||||||||||||||||||
| Director | Chiang-Huai,Lin | |||||||||||||||||||||
| Director | Ming-Chuan,Tsai | |||||||||||||||||||||
| Independent Director |
Mei-Jin,Chen | 0 | 0 | 0 | 0 | 12,131 | 12,131 | 0 | 0 | 12,131 0.49% |
12,131 0.49% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 12,131 0.49% |
12,131 0.49% |
- |
| Independent Director |
Yow-Shiuan,Fu | |||||||||||||||||||||
| Independent Director |
Liang-Chia,Chen | |||||||||||||||||||||
| Independent Director |
Chi-Jui,Huang |
Remuneration Bracket Table for Directors and Independent Directors
-
Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration: For the remuneration of independent directors, besides referring to results of director performance evaluations, the Remuneration Committee considers each director's degree of participation and contribution to the Company's operations, links the reasonableness and fairness of performance and risks to remuneration, considers the Company's business performance and the remuneration standards of competitors, and makes recommendations to the Board of Directors in accordance with Article 29-1 of the Company's Articles of Association.
-
Other than as disclosed in the above table, the remuneration earned by Directors providing services (e.g. providing consulting services as a non-employee) to the Company and all consolidated entities in the latest fiscal year: None.
12
| Range of Remuneration | Name of Directors | Name of Directors | Name of Directors | 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 | 0 | 0 | 0 | 0 |
| NT$1,000,000 (inclusive)~ NT$2,000,000(exclusive) |
Directors:Chieh-Yuan,Chen, Chiang-Huai,Lin, Kuang-Chao,Fan, Chin-Lung,Chen, Ming-Chuan,Tsai, Independent Directors :Mei-Jing,Chen, Yow-Shiuan,Fu, Liang-Chia,Chen, Chi-Jui,Huang |
Directors:Chieh-Yuan,Chen, Chiang-Huai,Lin, Kuang-Chao,Fan, Chin-Lung,Chen, Ming-Chuan,Tsai, Independent Directors :Mei-Jing,Chen, Yow-Shiuan,Fu, Liang-Chia,Chen, Chi-Jui,Huang |
Directors :Chieh-Yuan,Chen, Kuang-Chao,Fan, Chin-Lung,Chen, Ming-Chuan,Tsai, Independent Directors :Mei-Jing,Chen, Yow-Shiuan,Fu, Liang-Chia,Chen, Chi-Jui,Huang |
Directors:Chieh-Yuan,Chen, , Kuang-Chao,Fan, Chin-Lung,Chen, Ming-Chuan,Tsai, Independent Directors :Mei-Jing,Chen, Yow-Shiuan,Fu, Liang-Chia,Chen, Chi-Jui,Huang |
| NT$2,000,000 (inclusive) ~ NT3,500,000(exclusive) |
0 | 0 | 0 | 0 |
| NT$3,500,000 (inclusive) ~ NT5,00,000(exclusive) |
0 | 0 | 0 | 0 |
| NT$5,000,000 (inclusive) ~ NT10,00,000(exclusive) |
0 | 0 | Director:Chiang-Huai,Lin |
Director:Chiang-Huai,Lin |
| NT$10,000,000 (inclusive) ~ NT$15,000,000(exclusive) |
0 | 0 | 0 | 0 |
| NT$15,000,000 (inclusive) ~ NT$30,000,000(exclusive) |
0 | 0 | 0 | 0 |
| NT$30,000,000 (inclusive)~ NT$50,000,000(exclusive) |
0 | 0 | 0 | 0 |
| NT$50,000,000 (inclusive)~ NT$100,000,000(exclusive) |
0 | 0 | 0 | 0 |
| Over NT$100,000,000 | 0 | 0 | 0 | 0 |
| Total | 9 | 9 | 9 | 9 |
13
Note 1: The directors’ compensation for the year 2025 had been approved by Board and will be reported to the 2026 Annual Shareholders' Meeting.
Note 2: All pays to the director who is also an employee of the Company (including the position of president, vice president, other executive officer and staff), including salary, additional pay, severance pay, bonuses, rewards, transportation allowance, special allowance, stipends, dormitory, and car for the most recent year (2025). Where housing, cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the offered assets, the actual rent or fair market rent, fuel expenses, and other benefits shall be disclosed. In addition, where a driver is provided, please provide an explanation in the notes on the compensation paid to the driver by the Company, but not including the remuneration. Furthermore, the salaries recognized in accordance with IFRS 2 "Share-based Payment," including the share subscription warrants issued to employees, new restricted stock award shares issued to employees, and employee stock options at cash capital increase, shall be calculated as remuneration.
Note 3: Employers shall on a monthly basis contribute labor pension funds to individual labor pension accounts at the Bureau for employees covered by the Act.
Note 4: The employees’ compensation for the year 2025 had been approved by Board and will be reported to the 2025 Annual Shareholders' Meeting.
2.2.2 Remuneration of the President and Vice President
December 31, 2025 Unit: NT$ thousands
| Title | Name | Salary(A) (Note 2) |
Salary(A) (Note 2) |
Pension (B) (Note 4) |
Pension (B) (Note 4) |
Bonuses and Allowances (C) (Note 3) |
Bonuses and Allowances (C) (Note 3) |
Employee Compensation (D) (Note 1) |
Employee Compensation (D) (Note 1) |
Employee Compensation (D) (Note 1) |
Employee Compensation (D) (Note 1) |
Ratio of total compensation (A+B+C+D) to net income (%) |
Ratio of total compensation (A+B+C+D) to net income (%) |
Compensation Paid to the President and Vice Presidents from an Invested Company Other than the Company’s Subsidiary or the Parent Company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | Chieh-Yuan, Chen |
3,498 | 3,498 | 238 | 238 | 6,092 | 6,092 | 1,065 | 0 |
1,065 | 0 |
10,893 0.44% |
10,893 0.44% |
None |
| Vice President of Global Sales Division |
Chiang-Huai, Lin |
14
Remuneration Bracket Table for President and Vice Presidents
| Range of Remuneration | Name of President and Vice President | Name of President and Vice President |
|---|---|---|
| The company | Companies in the consolidated financial statements |
|
| Under NT$ 1,000,000 | Chieh-Yuan,Chen | Chieh-Yuan,Chen |
| NT$1,000,000 (inclusive)~ NT$2,000,000(exclusive) | 0 | 0 |
| NT$2,000,000 (inclusive) ~ NT3,500,000 (exclusive) | 0 | 0 |
| NT$3,500,000 (inclusive) ~ NT5,00,000 (exclusive) | 0 | 0 |
| NT$5,000,000 (inclusive) ~ NT10,00,000 (exclusive) | Chiang-Huai,Lin | Chiang-Huai,Lin |
| NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive) |
0 | 0 |
| NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive) | 0 | 0 |
| NT$30,000,000 (inclusive)~ NT$50,000,000 (exclusive) | 0 | 0 |
| NT$50,000,000 (inclusive)~ NT$100,000,000 (exclusive) | 0 | 0 |
| Over NT$100,000,000 | 0 | 0 |
| Total | 2 | 2 |
Note 1: The employees’ compensation for the year 2025 had been approved by Board and will be reported to the 2026 Annual Shareholders' Meeting.
Note 2: Refers to the salaries, duty allowances, and severance pay paid to the president or vice president in the most recent year (2025).
Note 3: Refers to the remuneration paid to the president or vice president, including various bonuses, incentives, travel expenses, special disbursements, allowances, accommodation, company car, other physical items, other compensations, etc., in the most recent year (2025). Where housing, cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the offered assets, the actual rent or fair market rent, fuel expenses, and other benefits shall be disclosed. In addition, where a driver is provided, please provide an explanation in the notes on the compensation paid to the driver by the Company, but not including the remuneration. Furthermore, the salaries recognized in accordance with IFRS 2 "Share-based Payment," including the share subscription warrants issued to employees, new restricted stock award shares issued to employees, and employee stock options at cash capital increase, shall be calculated as remuneration。
Note4: Employers shall on a monthly basis contribute labor pension funds to individual labor pension accounts at the Bureau for employees covered by the Act.
15
- 2.2.3. Compare and describe separately the analysis of total remunerations paid to the Company's directors, president, and vice presidents for the past two years by the Company and all companies in the consolidated report as a percentage of the net income after tax, and describe the correlation among the remuneration payment policy, standards and combination, remuneration establishing procedures, and management performance and future risks:
Unit: NT Thousands
| Unit: NT Thousands | Unit: NT Thousands | |||
|---|---|---|---|---|
| Title | 2025 | 2024 | ||
| Total amount of remuneration (Unit: NT$ thousands) |
Ratio of the total amount to net income after tax (%) (Note) |
Total amount of remuneration (Unit: NT$ thousands) |
Ratio of the total amount to net income after tax (%) (Note) |
|
| Directors | 25,316 | 1.02% | 18,691 | 1.02% |
| President and Vice President of Global Sales Division |
10,893 | 0.44% | 9,068 | 0.49% |
Note: The Company's 2025 net income after tax was NT$ thousands $2,478,679 and the 2024 net
income after tax was NT$ thousands 1,836,628.
-
(1) The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration:
-
The remuneration paid to directors is subject to the Articles of Association. According to the current articles, if the Company has a surplus in the current year, it shall deduct the profit before the remuneration for employees is distributed from the pre-tax profit. If there is any profit that shall be appropriated after making up the loss, it shall set aside no more than 2% as the remuneration for directors, which shall be all paid by cash. As for the remuneration paid to the general manager and deputy general manager, it shall be paid based on their performance and contribution to the company, and by referring to the level in the same industry. The current remuneration includes salary, performance bonus and meal allowance, which shall be all paid by cash.
-
(2) The correlation with risks and business performance: The Company’s remuneration procedures for directors and managers are formulated according to both Board of Directors and employee performance evaluations. Reasonable remunerations are rendered not only by referring to the Company’s operating performance, future risks, development strategies, and industry trends, but also to take the individual’s contributions to the Company’s performance into account, including considerations such as the implementation of the Company’s core values and operating management capabilities, financial/business performance indicators and comprehensive management indicators, and continuous education and participation in sustainable operations. Other special contributions and/or negative events are weighted for this purpose. Abiding by regulations, the Salary and Compensation Committee and the Board of Director reviewed and approved the performance evaluation and remuneration distribution. By observing the entire environment and business strategies, a timely review on the Company’s remuneration distribution policy will be conducted in order to take care of a sustainable operation and interests of stakeholders.
16
2.2.4 Names of executive officers that received employee bonuses and status of the distribution
| December 31, | 2025; Unit: NT$ thousands | 2025; Unit: NT$ thousands | ||||
|---|---|---|---|---|---|---|
| Title | Name | Employee Compensation - in Stock (Fair Market Value) |
Employee Compensation - in Cash |
Total | Ratio of Total Amount to Net Income (%) |
|
| Executive Officers |
President | Chieh-Yuan,Chen | 0 | 5,092 | 5,092 | 0.21% |
| Vice President of Global Sales Division |
Chiang-Huai,Lin | |||||
| Director of R&D Division 1 | Chien-Hsing, Chou | |||||
| Director of R&D Division 2 | Wen-Ming, Wu | |||||
| Director of R&D Division 3 | Wen-Kuei, Lee | |||||
| Director of Manufacture Division | Chang-Fa,Lin | |||||
| Director of Logistics Division | Mei-Hsing,Yeh | |||||
| Director of Human Resources Department |
Chia-Lang,Tsai | |||||
| Director of Finance Department | Kaun-Yuan,Chen |
*Note: Refers to the amount of employee compensation distributed to executive officers approved by the Board of Directors (on February 25, 2026), and will be
reported to the 2026 Annual Shareholders' Meeting.
17
2.3 Implementation of Corporate Governance
2.3.1 Board of Directors
A total of 6 (A) meetings of the Board of Directors were held in the previous period
(2025.01.01~2025.12.31). The attendance of directors was as follows:
| Title | Name | Attendance in Person (B) |
By Proxy |
Attendance Rate (%) 【B/A】 |
Remarks |
|---|---|---|---|---|---|
| Chairman | Chieh-Yuan,Chen | 6 | 0 | 100% | |
| Director | Kuang-Chao,Fan | 6 | 0 | 100% | |
| Director | Chin-Lung,Chen | 6 | 0 | 100% | |
| Director | Chiang-Huai,Lin | 6 | 0 | 100% | |
| Director | Ming-Chuan,Tsai | 6 | 0 | 100% | |
| Independent director |
Mei-Jing,Chen | 6 | 0 | 100% | |
| Independent director |
Yow-Shiuan,Fu | 6 | 0 | 100% | |
| Independent director |
Liang-Chia,Chen | 6 | 0 | 100% | |
| Independent director |
Chi-Jui,Huang | 6 | 0 | 100% |
-
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: The Company has established an Audit Committee, and Article 14-3 of the Securities and Exchange Act is not applicable to the Company. Please refer to Page 20~23 of the Annual Report for related information of the operation status of the Audit Committee.
-
(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: None.
-
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: During the board meeting held on February 26, 2025 and August 6, 2025, it discussed the proposals of the Remuneration Committee and the proposal of performance bonus and salary adjustment for managers, director Chiang-Huai, Lin avoided the discussion and voting because he was an executive officer and was involved in the conflict of interest.
-
The information of evaluation cycles, periods, scope, method and content of self-evaluation of the Board of Directors:
18
| Evaluation Cycle |
Evaluation Period | Evaluation Scope |
Evaluation Method |
Evaluation Content |
|---|---|---|---|---|
| Annually | 2025/1/1~2025/12/31 | Note1 | Note2 | Note3 |
-
Note1: The Company’s board self-evaluation scope covers the evaluation of the board, functional committees and individual board members.
-
Note2: Methods of evaluations include the internal evaluation of the board and functional committees, self-evaluation by individual board members.
-
Note3:
-
(1) The self-evaluation of the board of directors includes the following aspects: (1) Participation in the operation of the company; (2) Improvement of the quality of the board of directors’ decision making; (3) Composition and structure of the board of directors; (4)Election and continuing education of the directors; and (5) Internal control.
-
(2) Methods of evaluations include the internal evaluation of the board, self-evaluation by individual board members and evaluation by appointed external professional institutions, experts, or other appropriate methods. The Company has appointed “Chainye Management Consulting Co. Ltd." to perform the performance evaluation of the 2025 annual Board of Directors (including Functional Committees). In this regard, the interview and evaluation team reviewed the open-ended questionnaires filled out by the Company, various materials provided (the minutes of the Board meeting held during the evaluation period, the minutes of the meetings of various functional committees) and relevant public information, etc., and conducted on-site interviews and interactive observations with relevant members, thus evaluating the performance of the Board and functional committees.
-
(3) The self-evaluation of the functional committees includes the following aspects: (1) Participation in the operation of the company; (2) Awareness of the duties of the functional committee; (3) Improvement of quality of decisions made by the functional committee; (4) Composition of the functional committee and election of its members; and (5) Internal control.
-
(4) The external evaluation content refers to the composition, guidance, authorization, supervision, communication, self-discipline, internal control and risk management of the Board of Directors. Others such as board meetings, support systems, and external evaluation reports on the performance of the Board of Directors in 2025 are all disclosed on the Company website.
-
Note4: The Company measured the performance of the Board and functional committees in accordance with the "Board Performance Evaluation
19
Measures", which is regularly evaluated once a year, and at least every three years by an external professional. The 2025 annual evaluation results have been submitted to the 1st meeting of the 2026 board of directors.
-
Measures taken to strengthen the functionality of the board:
-
(1) Based on the "Procedures of the Board of Directors of Publicly Issued Companies", the Company's "Rules of Procedure for the Board of Directors" are formulated for compliance.
-
(2) Among the nine seats of directors, four seats are independent directors, accounting for more than one-third of all directors. The Audit Committee and Remuneration Committee are composed of all independent directors to assist the Board of Directors to perform its supervisory duties.
-
(3) In order to improve information transparency, an "Investor Zone" is available in the Company’s website to provide relevant information. Important information after the board meeting is also announced on the public information observatory immediately, and corporate briefing sessions are held regularly.
-
(4) To guarantee the assumed risk of directors and managers in conducting businesses, the Company purchases “the liability insurance of directors and manager" each year, and regularly reviews the policy’s contents, thus ensuring its insurance compensation amount and coverage to meet requirements.
2.3.2 Operation of the Audit Committee
The Audit Committee assists the Board of Directors in performing its supervision functions. It is also responsible for tasks defined by the Company Act, Securities and Exchange Act and other relevant regulations. The Audit Committee is comprised of all independent directors, with 1 financial expert. Operating according to the Audit Committee Charter and the members shall also maintain good communication channels with the Company’s internal auditors, independent auditors, and management.
The Audit Committee is responsible for periodic review of the following important annual matters:
-
Financial statements
-
Internal control system
-
Material transactions of assets, derivatives, loans, endorsements, guarantees
-
Audit plans of internal and external auditors and their execution status
-
Engaging and removing the Company’s independent auditors and accessing such auditors’ remuneration and independence
-
Risks and control procedures of compliance with government law
-
Execution of documentation that involves government agencies
20
A total of 5 Audit Committee meetings were held in the previous period (2025.01.01~2025.12.31). The attendance of the independent directors was as follows:
| follows: | |||||
|---|---|---|---|---|---|
| Title | Name | Attendance in Person |
By Proxy | Attendance Rate(%) |
Remarks |
| Independent director |
Mei-Jing, Chen |
5 | 0 | 100% | |
| Independent director |
Yow-Shiuan, Fu |
5 | 0 | 100% | |
| Independent director |
Liang-Chia, Chen |
5 | 0 | 100% | |
| Independent director |
Chi-Jui, Huang |
5 | 0 | 100% |
Other mentionable items:
- If any of the following circumstances occur, the dates of meetings, sessions, contents of motion, resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion should be specified:
(1) Matters referred to in Article 14-5 of the Securities and Exchange Act:
| Audit Committee Date (sessions) |
Agenda items and resolutions | Resolution of the Audit Committee |
The Company's handling of independent directors' opinions |
|---|---|---|---|
| 2025.02.26 (7thof the 3rdsession) |
1. Approved to amend the Internal Control System. 2. Approved 2025 appointment of CPA and audit fee assessment. 3. Adoption of 2024 Earning Distribution Plan. 4. Adoption of 2024 Financial Statements. 5. Approved the assessment of the effectiveness of the company's internal control system duringtheyear 2024. |
Approved by all members present in the meeting. |
Independent directors had no dissenting or unqualified opinions. |
| 2025.05.07 (8thof the 3rdsession) |
1. Approved to amend the Internal Control System. 2. Adoption of 2025 Q1 Financial Statements. |
||
2025.08.06(9thof the3rdsession ) |
1. Approved to amend the Internal Control System. 2. Adoption of 2025 Q2 Financial Statements. |
21
| Audit Committee Date (sessions) |
Agenda items and resolutions | Resolution of the Audit Committee |
The Company's handling of independent directors' opinions |
|---|---|---|---|
2025.09.17(10thofthe 3rd session ) |
1. Approval granted for the company's purchase of commercial office property in Shilin District, Taipei City. 2. Approval for expenditure of the Company on purchasing machinery and equipment assets. |
||
2025.11.05(11thofthe 3rd session ) |
1. Approved to amend the Internal Control System. 2. Adoption of 2025 Q3 Financial Statements. |
-
(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) Communication methods of independent directors with the internal audit chief and CPAs:
-
a. The internal audit chief of the Company will submit the audit report and follow-up report to the independent directors of the Audit Committee for approval. The independent directors will communicate with him regarding the audit report and the follow-up report if any problem during the audit process.
-
b. The CPA of the Company communicates with the independent directors on a quarterly basis, and reports to the independent directors regarding the review or audit results or the situation of internal control inspection for the Company and its overseas subsidiaries.
-
-
(2) Summary of communications between the independent directors and the internal audit chief:
-
The independent directors of the Company achieved good communication regarding the implementation and effectiveness of the audit business, with the communication items in 2025 summarized as below:
-
a. In 2025/05, Report on the Audit Implementation of Internal Control System for Q1, 2025
-
b. In 2025/08, Report on the Audit Implementation of Internal Control System for Q2, 2025
-
c. In 2025/11, Report on the Audit Implementation of Internal Control System
-
22
for Q3, 2025
-
d. In 2026/02, Report on the Audit Implementation of Internal Control System for Q4, 2025
-
(3) Summary of communications between the independent directors and the CPAs: The independent directors of the Company achieved good communication with the CPA, with the communication items in 2025summarized as below:
-
a. In 2025/05, Reports on the Audit Result of Consolidated Financial Statements for Q1, 2025; The content of financial statements and the audit report were explained and communicated in written forms.
-
b. In 2025/08, Reports on the Audit Result of Consolidated Financial Statements for Q2, 2025; The content of financial statements and the audit report were explained and communicated in written forms.
-
c. In 2025/11, Reports on the Audit Result of Consolidated Financial Statements for Q3, 2025; The content of financial statements and the audit report were explained and communicated in written forms.
-
d. In 2026/02, Reports on the Audit Result of Consolidated and Individual Financial Statements for 2025; the CPA audit report, key audit items, CPA independence were explained and communicated in written forms.
23
2.3.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”
| TWSE/TPEx Listed Companies” | ||||
|---|---|---|---|---|
| Evaluation Item | Implementation Status1 | 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”? |
V | The Company has established the “Corporate Governance Code” based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” which was approved byBoard. |
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? (2) Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? |
V V |
(1) The content of the “Corporate Governance Code” includes the matters related to handling of shareholder proposals, questions, disputes and litigations. Currently, the spokesperson is responsible for handling the shareholder proposals or disputes. (2) The Company keeps track of major shareholders and the list of ultimate owners of those shares. |
(1) None. (2) None. |
24
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (3) Does the company establish and execute the risk management and firewall system within its conglomerate structure? (4) Does the company establish internal rules against insiders trading with undisclosed information? |
V V |
(3) The Company has established appropriate risk control mechanisms and firewalls based on related internal regulations such as Trading with Related Parties Management Regulations, Subsidiary Management Regulations, Procedures for Endorsement & Guarantee, Procedures for Lending Funds to Others and Procedures for the Acquisition or Disposal of Assets. Those who have business connection with affiliated companies are treated as independent third parties to prevent non-arm’s length transactions. (4) The Company has established the Material Information Handling Procedures and the Insider TradingPrevention Management Procedures. |
(3) None. (4) None. |
|
| 3. Composition and Responsibilities of the Board of Directors |
25
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (1) Does the Board develop and implement a diversified policy for the composition of its members? |
V | (1) The Company has adopted the "Corporate Governance Code" that formulates the diversification policy in Chapter 3 Strengthen the functions of the Board. The nomination and selection of the directors of the Company' are subject to the provisions of the Company's Articles of Association and adopt the candidate nomination system. The directors selected by the Company have the working experience in business, legal, financial, accounting fields or Company’s business, for which the diversification policy is implemented. In addition to considering different backgrounds and professional fields, the composition of the company’s board of directors has specific goals of "no more than 1/3 of the directors concurrently serving as managers"," One-third of the board seats shall be held byeither |
(1) None. |
26
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| gender” and "the term of independent directors should not exceed three sessions". There are 9 current directors of the company in the 10th term (including 4 independent directors), 22% of directors with employee status, 44% of independent directors, 11% of female directors, and none of the four independent directors has served more than three terms. Five directors are over 70 years old, two are 61-70 years old, and one is under 60 years old. The directors of the 10th Board include one female and the following members with the expertise in leadership, operational judgement, business management, crisis handling, industrial knowledge and international market outlook, including Chieh-Yuan, Chen, Chiang-Huai, Lin, Chin-Lung, Chen, Kuang-Chao, Fan and Ming-Chuan, Tsai. |
27
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit |
V | Those who have the professional knowledge and competency in the automatic inspection industry that the Company is engaged in, and are appointed as the professors of national universities include Kuang-Chao, Fan, Liang-Chia, Chen and Chi-Jui, Huang. As for the 4 independent directors, Mei-Jing, Chen, Yow-Shiuan, Fu, Liang-Chia, Chen and Chi-Jui, Huang, they provide so much guidance with their expertise in business, finance, administration management, industrial knowledge and corporate governance. The Board has disclosed the diversification policies of the members on the website of the Company and the MOPS. (2) The Company has set up the Remuneration Committee and Audit Committee, and formulated charters for them. Byconsideringthe operational |
(2) In evaluation. |
28
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| Committee? (3) Does the company establish a standard to measure the performance of the Board, and implement it annually? (4) Does the company regularly evaluate the independence of CPAs? |
V V |
scale, it doesn’t set up other functional committees so far. (3) The company has passed the "Board Performance Evaluation Measures" on 2020/02/26 by the board of directors, which clearly stipulates that internal performance evaluations will be conducted regularly every year. Before the end of the first quarter of the year, the results of the performance evaluation shall be reported to the board of directors and used as a reference for individual directors’ remuneration and nomination for renewal. (4) The Company regularly evaluates the independence of CPAs every year, and obtains the "Independence Statement" from the CPAs every year. The evaluation result has submitted to the Board on May 7, 2025. Accordingto the evaluation of the |
(3) None. (4) None. |
29
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| Company, CPA Huang, Pei-Chuan and CPA Yen, Yu-Fang from PwC Taiwan could meet the independence evaluation criteria (Note 1). The company appointed 2026 annual financial report CPAs: CPA Huang, Pei-Chuan and CPA Wang, Ming-I, based on the AQIs information (Note 2) provided by PWC to conduct aptitude assessment, the assessment results have been approved by the Audit Committee on February 25, 2026 and it was submitted to the board of directors for approval on February25, 2026. |
||||
| 4. Does the company set up a corporate governance unit or appoint personnel responsible for corporate governance matters (including but not limited to providing information for directors and supervisors toperform their functions, handlingwork related |
V |
The Company set up the corporate governance manager upon the resolution of the Board on May 8, 2019, who is also the director of the Finance Department. The main responsibilities include handling matters related to the board meetings and shareholder’s meetings, making |
None. |
30
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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)? |
board and shareholder’s meeting minutes, assisting directors in taking office and conducting continuing education, providing directors with the data required to execute their business, assisting directors in complying with laws and regulations, reporting to the board of directors the results of inspections on whether the qualifications of independent directors comply with relevant laws and regulations at the time of nomination, election and term of office, handling matters related to changes in directors handling changes in various operations of the Company, and holding investor conferences randomly to maintain investor relations and other corporate governance related matters. etc. Status of continuing education in 2025: Please refer to Executive Officers’ trainingrecords. |
|||
| 5. Does the companyestablish a communication | V | a. The Companysets upa spokesperson and an acting | None |
31
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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 responsibilities? |
spokesperson. The relevant contact information is announced on the MOPS as required. The Company sets up a spokesperson mailbox on the website to establish a communication channel with stakeholders. b. To strengthen the communication between employees and the Company, the Company has set up an employee opinion mailbox on the internal website as the channel to express opinions and complaints. c. The Company has set up the customer service page on the website to facilitate smooth communication with customers. d. The Company has set up a supplier platform to check accounts with manufacturers regularly, and follow up the transaction status with suppliers at any time to facilitate smooth communication with suppliers. e. The Companyhas set upa special area for |
32
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| stakeholders on the website, and assigned personnel for handlingand response. |
||||
| 6. Does the company appoint a professional shareholder service agency to deal with shareholder affairs? |
V | The Company designates KGI Securities Co., Ltd. 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? (2) Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, |
V V |
(1) The Company has set up a website (www.tri.com.tw) to disclose information regarding the Company’s financials, business and corporate governance status. The information related the finance, business and corporate governance of the Company can be also inquired on the MOPS. (2) The Company has assigned an appropriate person to handle information collection and disclosure work on the MOPS, and the information disclosure on the Chinese and English website of the Company. |
(1) None. (2) None. |
33
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| creating a spokesman system, webcasting investor conferences)? (3) Does the Company announce and file its annual financial reports within 2 months from the end of the fiscal year? Does the Company announce and file the financial reports for Q1, Q2 and Q3, as well as the operation status of each month before the due date? |
V |
(3) The Company announces and files its annual financial reports within 2 months from the end of the fiscal year. Moreover, it announces and files the financial reports for Q1, Q2 and Q3, as well as the operation status of each month before the due date. |
(3) None. | |
| 8. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk managementpolicies and |
V |
a. Rights and benefits for employees: The Company always treats employees honestly and protects the legal rights of employees in accordance with the Labor Standard Act. b. Care for employees: The Company provides diversified employee care measures to create a high-quality working environment. Besides the employee welfares required bylaws, it alsoprovides |
None. |
34
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration |
||
| risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)? |
group insurance and health check-up. In addition, it also provides diverse education training programs that strengthen core and professional competencies. The Company also provides two-way communication channels such as the general assembly and advice mailbox, respecting the expression of employee's opinions. c. Investor’s relations: The Company discloses the revenue, profit, and major information in real time on the official website and the MOPS. The Company always adheres to the principle of real-time, public and transparent information disclosure, so that all shareholders can fully grasp the development direction of the Company. d. Supplier’s relations: It negotiates and signs contracts with suppliers in accordance with the Company’s |
35
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration |
||
| procurement regulations, and completes delivery and payment under the terms of the contract. e. Interested party’s rights: In order to ensure the rights of interested parties, the Company has established various communication channels to uphold the core values-the principle of business integrity and responsible attitude. f. Continuing education of directors: The directors of the Company all have the background of professional industry and management experience. (Please refer to the Directors’ training records.) g. Implementation of the Company’s risk management policies and risk evaluation criteria: It formulates various internal regulations under laws, so as to conduct various risk managements and evaluations. h. Implementation of customerpolicies: The Company |
36
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration |
||
| maintains a stable and good relationship with customers to create profits for the Company. i. Situation of purchasing liability insurance for directors: The Company has purchased liability insurance for all directors. |
||||
| 9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures. According to the 11th Corporate Governance Assessment results released by the Corporate Governance Center in 2024, our company ranked in the 21st to 35th percentile of listed companies. We will continue to improve and strengthen the areas where the assessment results were not met. |
37
Note 1 : CPA Independence Evaluation Criteria
| ote 1 | :CPA Independence Evaluation Criteria | ||
|---|---|---|---|
| Item | Evaluation Content | No | Yes |
| 1 | Has the CPA provided auditing service for the Company for seven consecutive years? | V | |
| 2 | Do the members of audit service team, other partners of CPAs, accounting firm and affiliates of the accounting firm have a relationship with the Company against the independence? |
V | |
| 3 | Do the CPAs and their audit service join the client as a director, supervisor, or officer or is in a key position to exert significant influence over the subject matter of the engagement currently or in the most recent two years? |
V | |
| 4 | Do the CPAs and their audit service have relative relationship with a director, supervisor, or officer of the Company or those who are in a key position to exert significant influence over the subject matter of the engagement? |
V | |
| 5 | Do the CPAs join the client as a director, supervisor, or officer or is in a key position to exert significant influence over the subject matter of the engagement within one year of disassociating from the company? |
V | |
| 6 | Do the CPAs have a direct or material indirect financial interest in the audit client? | V | |
| 7 | Do the CPAs receive any valuable gift or present offered by the Company, or its directors and officers? | V | |
| 8 | Do the CPAs have a significant close business relationship with the Company? | V | |
| 9 | Are the CPAs entering into a potential employment negotiations with the Company? | V | |
| 10 | Does the non-audit service provided by the CPAs for the Company involve any key item showing direct influence on the audit case? | V | |
| 11 | Do the CPAs act as an advocate on behalf of the Company in litigation or disputes with third parties? | V | |
| 12 | Do the CPAs hold the shares of the Company? | V | |
| 13 | Do the CPAs hold a position in the Company concurrently and receive fixed amount of payment? | V | |
| 14 | Do the CPAs have a relationship of common investment or profit sharing with the Company? | V | |
| 15 | Do the CPAs borrow some money from the Company? | V |
38
Note 2 : Audit Quality Indicators (AQIs) - 5 facets and 13 indicators
| Professional | Quality Control | Independence | Supervision | Innovation ability |
|---|---|---|---|---|
| • Check experience • Training hours • Turnover • Professional support |
• Accountant load • Check input • Review status of case quality control review (EQCR) • Quality support capability |
• Ratio of non-audit services • Customer familiarity |
• Deficiency and sanction of external inspection • The number of letters issued by the competent authority |
• Innovation planning or initiative |
39
Directors’ training records:
| Title | Name | Elected Date |
Date | Training institution |
Course | Hours |
|---|---|---|---|---|---|---|
| Chairman | Chieh- Yuan, Chen |
1989/04/10 | 2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | |||||
| Director | Kuang- Chao, Fan |
2002/05/04 |
2025/11/06 | Taiwan Corporate Governance Association |
Anti-Corruption and Anti-Bribery Risk Management Mechanism Practices Sharing |
3.0 |
| Performance evaluation practices on corporate "ESG Sustainability" and "Risk Management" |
3.0 | |||||
| Director | Chin- Lung, Chen |
1999/03/27 | 2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | |||||
| Director | Chiang -Huai, Lin |
2000/06/03 |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | |||||
| Director | Ming- Chuan, Tsai |
2008/06/13 |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 |
40
| Title | Name | Elected Date |
Date | Training institution |
Course | Hours |
|---|---|---|---|---|---|---|
| Independent Director |
Yow- Shiuan, Fu |
2017/05/26 |
2025/07/09 | TWSE | Cathay Sustainable Finance and Climate Change Summit |
6.0 |
2025/09/17 |
Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 | |||
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | |||||
| Independent Director |
Mei- Jing, Chen |
2017/05/26 | 2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | |||||
| Independent Director |
Liang- Chia, Chen |
2017/05/26 | 2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | |||||
| Independent Director |
Chi- Jui, Huang |
2023/05/31 | 2025/08/26 | Accounting Research and Development Foundation |
2025 ESG Summit | 3.0 |
2025/09/17 |
Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 | |||
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 |
41
Executive Officers’ training records:
| Title | Name | Date | Training institution |
Course | Hours |
|---|---|---|---|---|---|
| President (Concurrent as the Chairman) |
Chieh-Yuan, Chen |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | ||||
| Vice President of Global Sales Division |
Chiang-Huai, Lin |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | ||||
| Director of Research & Development Division 1 |
Chien-Hsing, Chou |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | ||||
| Director of Research & Development Division 2 |
Wen- Ming, Wu |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | ||||
| Director of Research & Development Division 3 |
Wen- Kuei, Lee |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 |
42
| Title | Name | Date | Training institution |
Course | Hours |
|---|---|---|---|---|---|
| Director of Manufacture Department |
Chang-Fa, Lin |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | ||||
| Director of Logistics Division |
Mei- Hsing, Yeh |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | ||||
| Sr. Manager of Human Resources Department |
Chia- Lang, Tsai |
2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 |
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 | ||||
| Director of Finance Department |
Kaun- Yuan, Chen |
2025/08/14 |
2025/08/15 |
Accounting Research and Development Foundation |
Continuing Training Course of Principal Accounting Officers of Issuers, Securities Firms, and Securities Exchanges. |
| Corporate Governance Manager (Concurrent as the Director of Finance Department) |
Kaun- Yuan, Chen |
2025/09/12 | Accounting Research and Development Foundation |
Analysis of Key Points and Practical Cases in Internal Control and Auditing for "Sustainable Information Management" |
6.0 |
| 2025/09/17 | Taiwan Corporate Governance Association |
Operational Innovation - Supply Chain Reorganization and Global Deployment |
3.0 | ||
| The impact of the US-China trade war on Taiwanese-invested enterprises and countermeasures |
3.0 |
43
2.3.4 The Remuneration Committee
The Remuneration 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.
A. Professional Qualifications and Independence Analysis of Remuneration
Committee Members
==> picture [421 x 195] intentionally omitted <==
----- Start of picture text -----
Criteria Number of Other
Public Companies in
Which the Individual
Professional Qualification
Independence Criteria is Concurrently
and Experience Serving as an
Title Remuneration
Committee Member
( 註 1) Name
Independent
Mei-Jing,Chen 0
Director
Independent Please refer to P5~6 :
Yow-Shiuan,Fu 1
Director
Professional qualifications and independence
Independent
Liang-Chia,Chen 0
Director analysis of directors and independent directors.
Independent
Chi-Jui,Huang 0
Director
----- End of picture text -----
B. Attendance of Members at Remuneration Committee Meetings
There are 4 members in the Remuneration Committee. A total of 3 (A) Remuneration Committee meetings were held in the previous period (2025.01.01~2025.12.31). The attendance record of the Remuneration Committee members was as follows:
| Title | Name | Attendance in Person(B) |
By Proxy |
Attendance Rate (%) 【B/A】 |
Remarks |
|---|---|---|---|---|---|
| Convener | Liang-Chia,Chen | 3 | 0 | 100% | |
| Committee Member |
Mei-Jing,Chen | 3 | 0 | 100% | |
| Committee Member |
Yow-Shiuan,Fu | 3 | 0 | 100% | |
| Committee Member |
Chi-Jui,Huang | 3 | 0 | 100% | |
| Other mentionable items: 1. If the board of directors declines to adopt or modifies a recommendation of the remuneration 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 remuneration committee’s opinion(eg., the remunerationpassed |
44
| opinion should | be specified: None. | ||
|---|---|---|---|
Meeting Date(Sessions) |
Agenda Items |
Resolutions | The Company's handling of the opinions of the Remuneration Committee |
2025.01.10(1st.) |
1. Reporting the implement of the previous meeting resolution. 2. Proposal for the 2024 distribution of employees’ and directors’ remuneration. 3. 2024 executive officers' year-end and performance bonus payment. |
No dissenting or unqualified opinions. |
Submitted to the Board of Directors and approved by all attending directors |
| 2025.02.26 (2nd.) |
1. Reporting the implement of the previous meeting resolution. 2. Proposal for the executive officer’s salary adjustment for the year 2025. 3. Discuss the Definition of " non-executive employees" and regulations on profit allocation rewards. |
No dissenting or unqualified opinions. |
Submitted to the Board of Directors and approved by all attending directors |
| 2025.08.06 (3rd.) |
1. Reporting the implement of the previous meeting resolution. 2. Proposal for the executive officers' performance bonus in the half 2025. |
No dissenting or unqualified opinions. |
Submitted to the Board of Directors and approved by all attending directors |
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2.3.5 Sustainable Development
| 2.3.5 Sustainable Development | ||||
|---|---|---|---|---|
| Evaluation Item | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
| Yes | No | Abstract Explanation2 |
||
| 1. Does the Company have a special (concurrent) unit to promote sustainable development initiatives, supervised by a Board-appointed member of the management team? |
V | On October 24, 2021, the “Sustainable Development Committee” was established under the authorization of the Board of Directors, representing the highest-level sustainable development decision-making center of the Company. Of this committee, the Company’s chairman took the chairman position, and chief officer of human resources served as executive secretary. It was divided into the Environmental Safety Team (manufacturing supervisor is responsible), the Corporate Governance Team (chief financial officer is responsible), and the Community Engagement and Talent Development Team (chief of HR is responsible), and the Company’s senior executives jointly reviewed core operating capabilities and formulated medium and long-term sustainable development plans. The main principle of sustainable management: R&D of advanced testing technology to improve product quality and optimize human life. An integrity and steady operation to comply with laws and regulations and implement corporate governance. To continuously improve service quality and competitiveness and achieve customer satisfaction, thus ranking as a leading brand of testing equipment in the world. To build operational risk assessment, prevention, response, and improvement, ensuring the Company to mitigate shocks and recover quickly from incidents. To establish sound cooperative ties with the supply chain and build a competitive supply chain. |
None. |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| To promote ISO14001 environmental management system, continue energy conservation and carbon reduction activities, create sustainable environmental resources, and fulfill the corporate social responsibility of sustainable environmental maintenance. To introduce ISO45001 Occupational Safety and Health Management System, and provide a safe and hygienic workplace environment to ensure the rights and interests of employees. To provide competitive rewards, creating a workplace environment for employees to learn and grow. Let employees grow with the Company and form a high-quality corporate culture. To be dedicated in social welfare, and the Company and employees participate in activities to give back to the society. The Sustainable Development Committee carries out its operation in accordance with the sustainable management policy, and reports to the Board of Director on a regular basis (at least once per year): On Nov. 5, 2025, it reported to the Board of Directors on the current year’s implementation results of sustainable development and work plans in the years to come. The Company's board of directors listens to reports from the management team (including ESG reports) on a regular basis, and the management level proposes corporate strategies to the Board, which must assess the likelihood of success of these strategies, review progress frequently, and push the management team to make adjustments as needed. The Company obtained the external audit certification of ISO14001 environmental management system. It expects to continue energy-saving and carbon-reduction activities in order to create sustainable environmental resources |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| and fulfill the corporate social responsibility in this regard. In addition, it also obtained the external certification of ISO45001 occupational safety and hygiene management system. This is to provide a safe and hygienic workplace environment, to ensure the rights and interests of employees and a safe working environment In 2025, as in previous years, we sponsored the Taipei Family Service Center to hold a winter carnival to assist disadvantaged families. We also collaborated with the Taiwan Public Welfare League to donate resources for the disaster relief efforts in the Matai'an River in Hualien. In addition, we donated related supplies to Pingtung County Yutian Elementary School Baseball Team, Tainan City Hongjia Rehabilitation Shelter Center, Taoyuan City LOHAS Orphanage, and Taoyuan Teacher Chang Foundation, thereby providing tangible assistance and doing our part to protect vulnerable groups. Meanwhile, the Company continues to encourage employees to give back to society by offering annual "compensation leave for doing public service." In 2025, a total of 115 employees applied to participate in public services. Taking the "2025 blood donation drive" as an example, the amount of blood donated reached 35,250cc, setting a new record. Other charitable projects and activities include community beach cleanups and volunteer work with the Taiwan Rabbit Saving Association. This year, we continued our collaboration with World Vision Taiwan on the "Red Envelopes Convey Love" and "It's your turn to be Santa Claus" events. TRI hopes that children can grow up healthily and learn happily, bringing warmth to them and their families. Our staff also received feedback cards from the children, encouragingeach other and continuingour commitment to "givingback to |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| society." We firmly believe that promoting charitable causes with our modest efforts can also contribute to the positive development of society. This year, we responded to the invitation from Hwa Ya Technology Park to participate in the "Planting Trees for a Shared Future" event and independently organized the "North Coast Baisha Bay Employee Beach Cleanup” activity. We also participated in the E.SUN Financial Holding's "ESG Sustainability Initiative" campaign. We hope to demonstrate our determination to save energy and reduce carbon emissions through these concrete actions and contribute to environmental protection. In 2025, we continued our collaboration with professional organizations to provide EAPs (Employee Assistance Programs) to help employees stabilize their emotions and manage stress. We held monthly birthday parties and organized "Quarterly Afternoon Tea" events (referring to special festivals such as the first day of work, Labor Day, Ghost Festival, and Winter Solstice) to increase employees' connection with traditional culture and to reward their hard work. In addition, this year's health promotion activity, "Step by Step to Success, Enjoying Slimmer Life," invited external speakers to the Company to share healthy eating and weight loss tips. A total of 352 people participated, resulting in a cumulative weight loss of 424 kg (approximately 934 lbs) and a reduction of 15,484 kg in carbon emissions. Those who achieved the goals were entered into a draw for domestic travel accommodation vouchers and e-gift certificates—a trulyremarkable achievement. |
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| Evaluation Item | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| 2. Does the company assess ESG risks associated with its operations based on the principle of materiality, and establish related risk management policies or strategies? |
V | Relevant risk management policies and strategies of the Company are formulated in the principle of materiality of sustainable operations, and based on risk assessments of important issues, as follows:(*Note1) |
None. |
|
| 3. Environment issues (1) Does the Company establish proper environmental management systems based on the characteristics of its businesses? |
V |
(1) Establish environmental management systems: a. It establishes the internal management standards for the air-conditioning temperature of the office building to achieve the proper energy utilization. b. The factory located in the Hwa Ya Technology Park in Taoyuan meets many regulations related to green building through the "bright, elegant and comfortable" architectural design. The factory uses transparent glass design and skylight to let natural light sources in, so as to reduce the use of indoor lighting. At the same time, it also connects outdoor green plants with the landscape in the courtyard, which can not only reduce the impact of sunlight, but also obtain a good lighting surface. All these can achieve energy saving, carbon and GHG emission reduction. The planting area has also beengreatlyincreased, with 14m and 8.7mgreenplants on both sides |
(1) None. |
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| Evaluation Item | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| (2) Does the Company endeavor to utilize all resources more efficiently and use renewable materials which have low impact on |
V | of the road. Various plant types in the green space with multiple layers and materials on the ground, could create a park landscape for leisure and relaxation. c. To implement energy conservation, carbon reduction, water conservation and other environmental protection and energy conservation actions, it regularly reports the energy conservation results such as the utilities. d. Smoking is completely banned in the office. The smokers are only allowed to smoke in the designated area outdoors to comply with the regulations, and regularly conduct disinfection, rat and pest repellent. e. Obtained ISO14001:2015 Environmental Management System Certification (valid for three years: 2025/04/16~2028~04/11). (2) The Company is committed to improving the utilization efficiency of various resources and using the recycled materials, with the details as below: a. Proper disposal of wastes, including advocacy and promotion of garbage classification and reduction, and treatment of wastewater b. Recycle and reuse of energy-consuming articles; suppliers are encouraged to jointly promote paper recycle, use of recycled paper and resource recycle. c. Use low-energyoffice facilities and supplies, andput the energy-saving |
(2) None. |
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| Evaluation Item | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| the environment? (3) Does the Company evaluate the current and future potential risks and opportunities brought by the climate change, and take measure to respond to the climate related issues? |
V |
products in the first choice when purchasing, and include the necessary inspection items to improve the energy-saving ratio. (3) The Company is also concerned about the impact of climate change on the operating activities, and has formulated the "Energy-saving and Carbon-reduction Management Polices" to minimize the impact of the Company’s operations on the natural environment. Moreover, it is engaged in the research and development, production and service operations in accordance with the following principles. It is explained as below: a. Reduce the resource and energy consumption of products and services. b. Reduce the discharge of pollutants, toxic substances and wastes, and properly dispose wastes c. Improve the recyclability and reuse of the raw materials or products. d. Maximize the sustainable use of renewable resources. e. Extend the durability of the products. f. Increase the performance of products and services. (4) The Company calculates the GHG emissions, water consumption and total weight of wastes for every year and discloses them on the official website. |
(3) None. |
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| Evaluation Item | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| (4) Does the company calculate the greenhouse gases (GHG) emission, water consumption and total weight of wastes for the past two years, and formulated the strategies for energy conservation, carbon reduction, GHG emission reduction, water saving and management of other wastes? |
V |
The Company establishes the energy-saving and carbon-reduction management policy, which is committed to promoting water saving, energy conservation, waste reduction and resource recycling. |
(4) None. | |
| 4. Social issues (1) Does the Company formulate appropriate management policies and procedures according to relevant regulations and the |
V | (1) Abiding by the Labor Standards Act and other relevant regulations, the Company formulates its work rules and various internal management regulations. The most important is that the Company respects and supports internationally recognized human rights norms and principles, including the Universal Declaration of Human Rights, the United Nations Global |
(1) None. |
53
| Evaluation Item | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| International Bill of Human Rights? (2) Does the Company formulate and implement reasonable policies of staff welfare (including compensation, vacation and other welfares), and reflect the operating performance or achievement in the compensation of the employees properly? (3) Does the Company create a safe and healthy working environment andprovide |
V V |
Covenant, the International Labor Organization (ILO) Core Convention Standards, and other relevant norms to formulate the "Test Research’s Human Rights Policy Code". Meanwhile, the Company complies with relevant labor laws and regulations of the company location to protect the legitimate rights and interests of local employees, and continue to improve the overall working environment of employees. (2) Apart from the leave system superior to the Labor Standards Act, the Company also provides travel and related allowances in addition to benefits such as free group insurance and regular health check-ups. It extremely emphasizes on the employee rewards, so it implements employee profit distribution plans in addition to the annual salary raise every year. (3) The Company conducts safety and health inspections of working environment regularly on a quarterly basis. It conducts safety and health education for new recruits and in-service employees through online and |
(2) None. (3) None. |
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| Evaluation Item | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| safety and health education for employees regularly? (4) Does the Company provide employees with opportunities for career development and training? |
V | physical courses, and also implements fire protection drilling every six months. In the implementation of health protection management, it conducts health check-ups and special operation inspections annually for the employees, so as to prevent occupational diseases. Moreover, it provides on-site medical and nursing services in accordance with the provisions of the occupational safety laws and regulations, and also provides the health consultation and promotion for the employees. Related health lectures and first aid knowledge instructions are held randomly. The Company had a total of 7 occupational accidents in 2025, involving 7 people (accounting for 0.01% of the total number of employees at the end of 2025). The company immediately reviewed improvement measures, including: revising automatic inspection items, machine safety inspections, restating the Company's occupational safety clauses, and activating supervisors to pay attention to the physical and mental status of colleagues to ensure safety during work. No fire incidents happened in 2025. (4) The Company plans the individual performance management and development goals based on the balanced scorecard of each department, and establishes the "Performance Management and Development Plan Table", which attachesgreat importance to the self-developmentplan submitted by |
(4) None. |
55
| Evaluation Item | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| (5) Does the Company follow regulations and international standards in the customer health, safety, customer privacy, marketing and labeling of its products and services, and set polices and appeal procedures for protection of consumer’s rights and interests? (6) Does the Company formulate the supplier management policies and require suppliers to follow relevant norms on environmentalprotection, |
V V |
employees (writing down 1 to 3 ability items that take the priority for enhancement and development), and is planned in the Company's annual education and training plan. (5) The marketing and labeling of the Company's products and services comply with relevant regulations and international standards such as: ISO9000 UL, CE and other regulatory standards. The customer service zone is provided on the Company's website, which is available for the customer to raise questions at any time regarding customer technical support, Q & A information and contact windows. The Internal Control Management Regulations stipulate the customer complaint handling or customer satisfaction management procedures. It shall pay attention to and actively respond to the customer complaints or suggestions. (6) The Company establishes the "Supplier Management Operation Procedures", and conducts supplier evaluation management based on the ISO third-party management instructions. Suppliers are required to follow environmental protection, safety and health, labor and human rights, and ethics regulations, etc. The supplier evaluation also includes this issue when conducting field inspection. The Companyimplemented the ISO 14001 & ISO 45001 |
(5) None. (6) None. |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| occupational safety and health, or labor’s human rights, and disclose the implementation? |
management system, obtained its first certification in 2022, and passed the recertification audit in 2025. It aims to evaluate the possible operation safety and environmental impact of suppliers and contractors, and to prevent the occurrence of occupational disasters or environmental impacts caused by business activities of bothparties. |
|||
| 5. Does the Company, following internationally recognized guidelines, prepare and publish reports such as its corporate social responsibility report to disclose non-financial information of the Company? Does the Company obtain a third-party verification or assurance for such reports? |
V | The Company has formulated the "Sustainable Development Code of Practice" based on the guidelines and prepared the 2024 Chinese/English Sustainability Report in accordance with internal control, which has been simultaneously published on the official website. Due to the Company's business scale, a sustainability report verified by a third party has not yet been prepared, but it is expected to be confirmed in 2026. |
In evaluation. | |
| 6. If the Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: None. |
||||
7. Other important information to facilitate better understanding of the company’s corporate social responsibility practices:(1)The Company attaches great importance to employee rights. It regularly conducts surveys on employee satisfaction and education training, revises and arranges related courses based on the employee needs. In addition,the “Employee Welfare Committee” is set upto show care for |
57
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| employee’s lives, so as to protect employee’s rights and interests and enhance employee welfare, with the expectation to create a better working environment and development space for employees. (2)Environmental protection: The Company is engaged in the research and development and production of automatic inspection equipment. The factory is located in the Hwa Ya Technology Park in Taoyuan. The Hwa Ya Technology Park Administration requires paying the sewage treatment fee annually, which is also responsible for stipulating the environmental protection policies. There is no environmental pollution incident so far. The operations of the existing pollution prevention facilities could meet the inspection standards of environmental protection agencies. (3)Social responsibilities: a. Besides the focus on the business development of the industry, the Company will repay the public in a timely manner for the Company's social responsibilities, such as consumption rights and social welfares, etc. Through commercial activities and donations, it participates into the civic organizations on community development and education, charity and public welfare organizations and local government agencies. b. It actively purchases energy-saving label equipment, low-energy consumption, green energy office supplies, office equipment, information equipment, lighting equipment and related equipment. When the office equipment is not in use, it will automatically enter the power-saving mode. Moreover the energy-saving bulbs are used to replace the traditional bulbs, so as to avoid ozone depletion. c. It avoids or regulates the use of materials and packaging supplied by the suppliers that endanger the human body and the environment as required by international laws and regulations, so as to strive for the CSR enhancement. (4)Investor relations and interested parties: The special line for spokespersons is available and the online investor service zone is planned on the external website. |
*Note1:
| Major issues | Risk assessment items |
Risk management policy or strategy | |
|---|---|---|---|
58
| Major issues | Risk assessment items |
Risk management policy or strategy |
|---|---|---|
| Environment | Environmental impact and management |
In response to global warming and the prospect of carbon taxes on businesses in the future, TRI implemented the "ISO 14001 Environmental Management System" in 2021 to conduct energy-saving operations and plan for green energy equipment in its production plants. It obtained its first certification in 2022 and passed the recertification audit in 2025, ensuring the system meets standards and operates effectively. |
| Society | Occupational safety |
Employees are our company's most important asset, and we should provide a safe and healthy workplace environment so that they can work without worries and fully utilize their professional abilities. To this end, TRI has implemented the "ISO 45001 Occupational Safety and Health Management" system since 2021, committed to improving workplace safety and health standards. It obtained the above certification for the first time in 2022 and passed the certification audit again in 2025 to ensure that the system continues to improve and meet the latest standards. |
| Society | Employee care | Due to the return of Taiwanese businessmen in the past two years, the island’s labor market has become increasingly competitive. In addition to the offer of a safe and hygienic workplace environment, the Company conducts employee health checks each year, and hires doctors and nurses, according to laws, to provide colleagues with consultation and follow-up care in the factory. A group insurance is also granted for spouses and their children to join for free. Meanwhile, the Company makes a fixed salary adjustment every April with reference to the market salary survey, thus rendering all-round care to colleagues and increasing its competitiveness in the labor market. The Company implemented the "Public Welfare Compensatory Leave" benefit in 2023, in which each employee can apply for 8 hours a year to encourage toparticipate in more social welfare activities. We also cooperated withprofessional organizations for the |
59
| Major issues | Risk assessment items |
Risk management policy or strategy |
|---|---|---|
| first time to implement "Employee Assistance Programs (EAPs)" to help colleagues stabilize their emotions and relieve work stress through consultation. In view of the price fluctuations in 2024, the friendship fund for each department has been increased (by 25%) to allow departments to hold activities as scheduled and increase internal employee friendship. In 2025, to continuously optimize the welfare system, the employee travel allowance has been increased by 33% to enhance employee satisfaction and organizational cohesion, while further improving the Company's attractiveness and retention in the talent market. |
||
| Corporate Governance |
Legal Compliance |
Through the establishment of governance organization and implementation of internal control mechanism, it ensures that the Company’s personnel and operations have complied with all relevant laws and regulations. |
| Corporate Governance |
Strengthening director functions |
Planned relevant training topics for directors and provided them with latest regulations, system development, and policies every year. |
| Corporate Governance |
Stakeholder Communication |
Established various communication channels, and actively communicated to reduce confrontation and misunderstanding. Set up investor mailboxes and handled by the spokesperson to be responsible for responding. |
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2.3.6 Climate-Related Information
- Implementation of Climate-Related Information
| Item | Implementation status |
|---|---|
| 1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. |
According to the "Sustainable Development Roadmap for Listed/OTC Companies" promulgated by the Financial Supervisory Commission in March 2022, the Company belongs to the category of listed/OTC companies with a capital of less than NT$5 billion and is suitable for phase III applicable greenhouse gas inventory and verification (expected to be carried out in 2026 inventory of individual companies, verification completed in 2028). Therefore, the Company will conduct greenhouse gas inventory and assurance operations in accordance with the reference guidelines and relevant regulations of the competent authority. The Company's manufacturing department and designated part-time units for climate change-related greenhouse gas inventory work are required to report to the Board of Directors the detailed promotion schedule of various greenhouse gas inventory plans through internal investigations by the financial department every quarter, and formulate complete inventory procedures, including the board of directors supervises and controls the implementationprogress ofphasedgoals and other objectives. |
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). |
Facing climate risk and opportunity issues, the Company will integrate the use of "ISO 14001:2015 environmental management system" to conduct situational issue analysis. Based on the analysis results, it expects to continually control the progress of annual greenhouse gas inventory activities, understand the Company's greenhouse gas emissions, and use the inventory results to identify internal carbon emission sources and seek reduction opportunities. |
| 3. Describe the financial impact of extreme weather events and transformative actions. |
In recent years, extreme weather events have occurred one after another around the world. For example, on shipping issues, water levels in some canals may have dropped due to climate drought, which has led to an increase in international freight rates and affected the Company's shipping costs. In response to the risks of climate change, the Company has introduced "green design" in research and development to change product types and weight,and seeks to meet other transportation conditions to reduce financial expenses. |
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| Item | Implementation status |
|---|---|
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. |
Regarding the identification, assessment and management of climate risks, the climate risk and opportunity matrix is analyzed through the "Climate Risk and Opportunity Questionnaire" to understand the possibility and extent of the impact of climate issues on the Company, and to adopt short, medium and long-term countermeasures. |
| 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. |
In evaluation. |
| 6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. |
|
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. |
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| Item | Implementation status |
|---|---|
| 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. |
|
| 9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan (separately fill out in points 1-1 and 1-2 below). |
Separately fill out in points 1-1 and 1-2 below. |
1-1 Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years
1-1-1 Greenhouse Gas Inventory Information
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Greenhouse gas emissions in the past two years are shown in Table 1 and Table 2 below:
-
Table 1: Refers to the inventory information for the parent company's Taiwan plants (Taipei, Linkou, and Zhubei locations) in 2023, categorized into four categories: Category 1, Category 2, Category 3, and Category 4. The data was obtained through a self-inspection conducted in accordance with the ISO 14064-1:2018 standard, without third-party verification.
-
Table 2: Refers to the inventory information for the parent company's Taiwan plants (Taipei, Linkou, and Zhubei locations) in 2024, categorized into four categories: Category 1, Category 2, Category 3, and Category 4, as well as overseas subsidiaries (Shenzhen, Suzhou, Shanghai, China; USA, Germany, Japan, Malaysia, South Korea, Vietnam, Thailand, and Mexico locations). This data was obtained through a self-inspection conducted in accordance with the ISO 14064-1:2018 standard, without any third-party verification.
| Table 1 | |||||
| Year | Category 1 (tons of CO2) |
Category 2 (tons of CO2) |
Category 3 (tons of CO2) |
Category 4 (tons of CO2) |
Intensity (ton CO2e / million NT dollars) |
| 2023 | 788.055 | 1,556.983 | 835.488 | 1,372.784 | 0.44 |
| Table 2 | |||||
| Year | Category 1 (tons of CO2) |
Category 2 (tons of CO2) |
Category 3 (tons of CO2) |
Category 4 (tons of CO2) |
Intensity (ton CO2e / million NT dollars) |
| 2024 | 19.934 | 2,122.778 | 835.488 | 1,049.215 | 0.31 |
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1-1-2 Greenhouse Gas Assurance Information
In 2023, the Company commissioned SGS to conduct verification of the parent company's Taiwan factory, and successfully obtained verification on December 17, 2023. Statement number: TW23/00618GG.
-
Note 1: Direct emissions (scope 1, i.e., emissions directly from sources owned or controlled by the Company), indirect energy emissions (scope 2, i.e., indirect greenhouse gas emissions from electricity, heat, or steam) and other indirect emissions (scope 3, i.e., emissions from company activities that are not indirect energy emissions, but originate from sources owned or controlled by other companies).
-
Note 2: The data coverage scope for direct emissions and indirect energy emissions shall comply with the schedule prescribed in the order issued under Article 10, paragraph 2 of the Regulations. Other indirect emissions information may be voluntarily disclosed.
-
Note 3: Greenhouse gas inventory standards: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 issued by the International Organization for Standardization (ISO).
-
Note 4: The intensity of greenhouse gas emissions may be calculated per unit of product/service or revenue, but at least the data calculated in terms of revenue (NT$ 1 million) shall be disclosed.
-
1-2 Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan
The Company's products are produced using a "low pollution, low energy consumption" process. In response to the international trend of carbon emission reduction, energy-saving lamp replacement projects in various factories have been implemented since 2022. So far, 176.9 tons of CO2e carbon emissions have been reduced. At the same time, in response to the national policy goal of "2050 Net Zero Emissions Path - Net Zero Emissions", we implement independent greenhouse gas inventories every year to better understand the changes in overall carbon emission sources internally and actively seek opportunities for greenhouse gas reduction.
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2.3.7 Ethical Corporate Management
| 2.3.7 Ethical Corporate Management | ||||
|---|---|---|---|---|
| Evaluation Item | Implementation Status1 | Deviations from “the Ethical Corporate Management 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 declare its ethical corporate management policies and procedures in its guidelines and external documents, as well as the commitment from its board to implement the policies? (2) Does the company establish appropriate precautions against high-potential unethical |
V |
(1) The Company passed the [Ethical Corporate Management Principles] upon the resolution of the Board on October 26, 2016, which is disclosed on the MOPS and the official website. The policies and practices of business integrity management are addressed in the regulations and publicly available documents. The directors and senior management are also required to present a statement of compliance with the business integrity management policies. (2) The [Ethical Corporate Management Principles] formulated bythe Companysets up |
(1) None. (2) None. |
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| Evaluation Item | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| conducts or listed activities stated in Article 2, Paragraph 7 of the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies? (3) Does the Company formulate the operation procedures, guidelines, disciplinary and appeal system against unethical conduct? Does the Company implement and regularly review to revise them? |
the Risk Management Committee affiliated to the Board. It is responsible for regularly analyzing and evaluating the risks of unethical conduct within the operation scope, based on which the unethical conduct prevention schemes are formulated. Moreover, it also establishes business related SOP and guidelines in these schemes. (3) As for the unethical conduct prevention schemes formulated by the Company, the operation procedures and guidelines covers the following matters: a. Criteria for identifying the provision or reception of improper benefits. b. Procedures for handling the provision of legalpolitical contributions. |
(3) None. |
67
| Evaluation Item | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| c. Procedures for handling and the amount limits of provisions of proper charity donation or sponsorship. d. Procedure for reporting and handling the avoidance of interest conflicts of related to the position. e. Confidentiality requirements for confidential and commercial sensitive information acquired for business. f. Regulations and procedures for handling the suppliers, customers and business transaction partners involved in unethical conduct. g. Procedures for handling violations against the Ethical Corporate Management Principles of the Company. |
68
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| h. Disciplinary action taken against those involved with the violation. It pays attention to the development of business integrity management related regulations at home and abroad any time, and encourages the employees to propose suggestions to review and improve the Principles, so as to enhance the effectiveness of the business integrity management in the Company. |
||||
| 2. Fulfill operations integrity policy (1) Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? |
V |
(1) The standard sales contract of the Company clearly states that the contract should be performed in compliance with the business integrity principles. If one party is involved in anymisconduct such as dishonesty, corruption |
(1) None. |
69
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Does the company establish an exclusively (or concurrently) dedicated unit supervised by the Board to be in charge of corporate integrity? |
V | or bribery, the other party shall terminate or cancel this contract at any time. If an employee violates the business integrity policies, he will be warned for the first time and the annual bonus (including performance and year-end bonus) will be cancelled. As for the second time, he will be dismissed, and required to compensate all damages. This demonstrates our determination of implementing the business integrity management. (2) To improve the business integrity management and strengthen risk management functions, the Company has set up the Risk Management Committee affiliated to the Board. The manager of HR Division is responsible for coordinatingthe managers of Legal Division, |
(2) None. |
70
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? |
V | Audit Office, and Project Management to formulate the business integrity policies and supervise the implementation (at lease on an annual basis), which shall be reported to the Board. The implementation status of the business integrity management was reported to the Board for the year on 2025/11/05, including: business integrity management advocacy, education and training for business integrity and ethics policies, organization of risk prevention-supplier application management-ethics commitment and reporting system, etc. (3) The Company formulates policies to prevent conflicts of interest and provides appropriate channels for the employees toproactively |
(3) None. |
71
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (4) Has the company established effective systems for both accounting and internal control to facilitate ethical corporate management, and are they audited by either internal auditors or CPAs on a regular basis? (5) Does the company regularly hold internal and external educational trainings on operational integrity? |
V V |
report whether they have potential conflicts of interest in the Company. (4) The Company has established an effective accounting system and internal control system. The accounting personnel shall perform strict review when paying related expenses. The Audit Office shall regularly check compliance and report to the Board regularly. (5) Business integrity is the core value of the Company, which is advocated during trainings for new recruits and the general meetings of the entire company. In 2025, the Company held internal and external educations and trainings (Including integrity policy education and training, general confidentiality education and training,groupcontract law education and |
(4) None. (5) None. |
72
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| training, business secret management system, intellectual property management education and training and other related courses) a total of 727 person-times, a total of 158.22 man-hours. |
||||
| 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? |
V | (1) The "Ethical Corporate Management Principles", "Ethical Code of Conduct" and "Reporting and Complaint Handling Measures" stipulated by the Company encourage employees to report any illegal conduct or misconduct against the Ethical Code of Conduct. It has also formulated regulations for handling complaints, and established internal and external |
(1) None. |
73
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Does the company establish standard operating procedures for confidential reporting on investigating accusation cases? |
V | whistleblowing channels and processing procedures. The employees under the Group can report in person or through the independent reporting mailbox and dedicated line announced on the official website when submitting complaints of business integrity violations to the unit responsible for handling such complaints. (2) The Company has established specific reporting channels and complete processing procedures. The files regarding the acceptance of reporting case, investigation process, investigation results and related documents shall be archived as records. It also keeps the identity of the informant and the content of the report confidential, and supports anonymous |
(2) None. |
74
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (3) Does the company provide proper whistleblower protection? |
V | reporting. If an investigation reveals a major violation or the Company is at risk of major damage, it shall immediately submit a written report to the independent directors. (3) The "Reporting and Complaint Handling Measures" stipulates that the investigation process and related materials should be kept confidential. The relevant parties have the obligation to cooperate with the investigation. The heads of various departments shall not dismiss, transfer, or conduct other penalties unfavorable to the performance for the employees who submit complaints or assist others in appealing. |
(3) None. | |
| 4. Strengthening information disclosure Does the companydisclose its ethical corporate |
V | The Companyhas disclosed the Ethical Corporate | None. |
75
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| management policies and the results of its implementation on the company’s website and MOPS? |
Management Principles as well as the information on the related corporate culture and operational policies on the official website. |
|||
| 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. 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). (a) The Company complies with the Company Act, Securities and Exchange Act, Business Accounting Law, regulation related to public companies s and other commercial conducts, as the basis for the implementation of business integrity management. (b) The Company has "Internal Material Information Processing Operations" and "Insider Transaction Prevention Management Procedures", which clearly stipulates that directors, managers and employees shall not disclose known internal material information to others, and shall not inquires or collects the Company's undisclosed internal material information that is not related to the individual's duties from those who are aware of such information. For those who are aware of the undisclosed internal material information not acquired by implementation of businesses, it shall not disclose such information to others. |
76
2.3.8 Other Important Information Regarding Corporate Governance:
- The Company establishes the "Internal Material Information Processing Operations" and "Insider Transaction Prevention Management Procedures", as well as irregularly review the compliance with current laws and the demands of practical management, so as to establish a good internal material information processing and disclosure mechanism, avoid improper disclosure of information, and ensure the consistency and accuracy of the Company's information announced externally, as well as the compliance with the related procedures and laws. This regulation is also announced in the internal document management system for all employees, which can be inquired by employees, managers and directors at any time. At the same time, it randomly advocates notes for material information to all employees of the Company.
2.3.9 Internal Control Systems
- Internal Control System Statement
Test Research, Inc. Internal Control System Statement
Date: February 25, 2026 In 2025, the Company conducted an internal audit of its internal control system and hereby declares the following:
-
I. The Company acknowledges and understands that the establishment, enforcement and maintenance of the internal control system are the responsibility of the Board of Directors and management, and that the company has already established such a system. The purpose is to provide reasonable assurance to the effectiveness and efficiency of business operations (including profitability, performance and security of assets), reliability of financial reporting and compliance with relevant regulatory requirements.
-
II. There are inherent limitations to even the most well designed internal control system. As such, an effective internal control system can only reasonably ensure the achievement of the aforementioned goals. Moreover, the operating environment and situation may change, impacting the effectiveness of the internal control system. However, self-supervision measures were implemented within the Company's internal control policies to facilitate immediate rectification once procedural flaws have been identified.
-
III. The Company determines the effectiveness of the design and implementation of its internal control system in accordance with the items in "Regulations Governing
77
Establishment of Internal Control Systems by Public Companies" (hereinafter called "Governing Regulations") that are related to the effectiveness of internal control systems. The criteria introduced by the "Governing Regulations" cover the process of management control and consist of five major elements, each representing a different stage of internal control: 1. control environment, 2. risk assessment, 3. control activities, 4. information and communications, and 5. monitoring activities. Each of the elements in turn contains certain audit items. Please refer to "Governing Regulations" for details.
-
IV. Company has adopted the aforementioned measures for an examination of the effectiveness of the design and implementation of the internal control system.
-
V. Based on the findings of the aforementioned examination, the Company believes it can reasonably assure that the design and implementation of its internal control system as of December 31, 2025 (including supervision and management of subsidiaries), including the effectiveness and efficiency in operation, reliability in financial reporting and compliance with relevant regulatory requirements, have achieved the aforementioned objectives.
-
VI. This declaration constitutes part of the Company's annual report and prospectus, and shall be disclosed to the public. If any fraudulent information, concealment or unlawful practices are discovered in the content of the aforementioned information, the Company shall be held liable under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.
-
VII. VII. This statement was passed by the Board of Directors on February 25, 2026, with none of the six attending Directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.
Test Research, Inc.
Chairman and President: Chieh-Yuan, Chen
- If the company engages an accountant to examine its internal control system, disclose the CPA examination report: None.
78
2.3.10 Major Resolutions of Shareholders’ Meeting and Board Meetings in the past year and up to the date of report
- Major resolutions of the shareholders' meeting and implementation
The Company convened 2025 Annual General Shareholders Meeting on May 28, 2025, the major resolutions of the shareholders' meeting and implementations are listed as below:
| listed as below: | |
|---|---|
| Major resolutions | Implementation status |
| 1. Approval of the 2024 business report and financial statements. |
Followed the results of resolution. |
| 2. Approval of the 2024 earning distribution plan. |
The 2024 earning distribution has been fully allocated. June 21, 2025 is set as the ex-dividend date and July 5 of the same year is set as the cash dividend payment date. The cash dividend is NT$5 per share. |
| 3. Approved to amend the Company’s Articles of Association. |
Approved and registered by the Ministry of Economic Affairs on July 8, 2025, and processed in accordance with the amended procedures. |
| 4. Approved to amend the Company’s Director Election Rules. |
The amended " the Company’s Director Election Rules " were published on the company's website on May 28, 2025, and the process was carried out in accordance with the revised procedures. |
2. Major resolutions of the board of director
| Item | Date | Major resolutions |
|---|---|---|
| Board meeting |
2025.02.26 | 1. Approval of the Year 2025 business plan. 2. Approved the proposal of Remuneration Committee. 3. Approval of amendments to the Company's Articles of Association. 4. Approval of the 2024business report and financial statements. 5. Adoption of 2024 Earning Distribution Plan. 6. Passed the proposal for the appointment and compensation assessment of CPAs. 7. Approved the project for new factory purchase of TRI Electronic (Shenzhen) Limited in Shenzhen. 8. Passed company's 2025 shareholders meeting held matters. 9. Approved the assessment of the effectiveness of the company's internal control system during the year 2024. 10. Passed company's year 2024 annual ―Internal Control System Statement. 11. Approved to amend the InternalControlSystem. |
79
| Item | Date | Major resolutions |
|---|---|---|
| Board meeting |
2025.05.07 | 1. Approved the Company's consolidated financial statements for the first quarter of year 2025. 2. Passed the proposal for the independence assessment of CPAs.。 3. Approved to amend the Internal Control System. |
| Board meeting |
2025.05.28 | 1. Passed the ex-dividend date of year 2024 cash dividend distribution. |
| Board meeting |
2025.08.06 | 1. Approved to establish Singapore subsidiary as the Southeast Asia operations center. 2. Approved the proposal of Remuneration committee. 3. Approved the 2024 Sustainability Report. 4. Approved the Company's consolidated financial statements for the second quarter of year 2025. 5. Approved the replacement of CPA. 6. Approved to amend theInternalControlSystem. |
| Board meeting |
2025.09.17 | 1. Approval granted for the company's purchase of commercial office property in Shilin District, Taipei City. 2. Approval for expenditure of the Company on purchasing machinery and equipment assets. |
| Board meeting |
2025.11.05 | 1. Approval of the Year 2026 audit plan. 2. Approved the Company's consolidated financial statements for the third quarter of year 2025. 3. Approved to amend the Internal Control System. 4. Approved to amend the Company’s Operating Procedures for Acquisition or Disposal of Assets. 5. Approved to theApplicationsfor Bank Line ofCredit. |
| Board meeting |
2026.02.25 | 1. Approval of the Year 2026 business plan. 2. Approved the proposal regarding the scope of non-executive employees. 3. Approved the proposal of Remuneration Committee. 4. Approval of the 2025 business report and financial statements. 5. Adoption of 2025 Earning Distribution Plan. 6. Passed the proposal for the appointment and compensation assessment of CPAs. 7. Approved to amend the Company’s Articles of Association. 8. To elect nine directors (including four independent directors). 9. Approved the nomination of director candidates. 10. Approved the proposal of releasing the prohibition on new directors from participation in competitive business. 11. Passed company's 2026 shareholders meeting held matters. 12. Approved the assessment of the effectiveness of the company's internal control system during the year 2025. 13. Passed company's year 2025 annual ―Internal Control System Statement. 14. Approved to amend the InternalControlSystem. |
80
2.3.11 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None.
2.4 Information Regarding the Company’s Audit Fee and Independence
2.4.1 Audit Fee
| Remarks Including disbursement fee Tax Compliance and Undistributed Earnings and Application for Tax Refund for Substantive Investment Made Audit Transfer Pricing Analysis Unit: NT$ Thousands |
||||||
|---|---|---|---|---|---|---|
| Accounting Firm |
Name of CPA |
Period Covered by CPA’s Audit |
Audit Fee |
Non-audit Fee |
Total | Remarks |
| PWC | Huang, Pei-Chuan Wang, Ming-I |
2025.01.01 |
2025.12.31 |
3,090 | 260 | 3,350 |
| PWC | Yen-Tan Tsai |
2025.01.01 |
2025.12.31 |
640 | 640 | |
| PWC | C.Y Hsu | 2025.01.01 |
2025.12.31 |
320 | 320 |
-
2.4.2 If the accounting firm is changed and the audit fees paid in the year of the replacement is less than that of the previous year, the amounts of the audit fees before and after the replacement and the causes shall be disclosed: None.
-
2.4.3 If the audit fees were reduced more than 10% from that of the prior year, the reduction amount, percentage and reasons for the reduction of audit fees shall be disclosed: None.
81
2.5 Replacement of CPA:
2.5.1 Regarding the former CPA
| Replacement Date | 2025.08.06 approved by the Board of Directors | 2025.08.06 approved by the Board of Directors | 2025.08.06 approved by the Board of Directors | 2025.08.06 approved by the Board of Directors | 2025.08.06 approved by the Board of Directors |
|---|---|---|---|---|---|
| Replacement reasons and explanations |
Due to internal restructuring atPWC, the CPAs of the Company were changed to Huang, Pei-Chuan and Wang, Ming-I beginning thirdquarter of 2025. |
||||
| Describe whether the Company terminated or the CPA did not accept the appointment |
Parties Status |
CPA |
The Company | ||
| Termination of appointment | - | - | |||
| No longer accepted (continued) appointment |
- | - | |||
| Other issues (except for unqualified issues) in the audit reports within the last two years |
None |
||||
| Differences with the company |
Yes | - | Accounting principles or practices | ||
| - | Disclosure of Financial Statements | ||||
| - | Audit scope or steps | ||||
| - | Others | ||||
| None | | ||||
| Remarks/specifydetails: | |||||
| Other Revealed Matters |
None |
82
2.5.2 Regarding the successor CPA
| Name of accounting firm | PWC |
|---|---|
| Name of CPA | Huang, Pei-Chuan and Wang, Ming-I |
| Date of appointment | August 6, 2025 |
| Consultation results and opinions on accounting treatments or principles with respect to specified transactions and the company's financial reports that the CPA might issue prior to the engagement. |
None |
| Succeeding CPA’s written opinion of disagreement toward the former CPA |
None |
2.6 Audit Independence
The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, and managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during 2025.
2.7 Changes in Shareholding of Directors, Managers and Major Shareholders:
| Unit: Shares | Unit: Shares | ||||
|---|---|---|---|---|---|
| Title | Name | 2025 | As of May5,2026 | ||
| Holding Increase (Decrease) |
Pledged Holding Increase (Decrease) |
Holding Increase (Decrease) |
Pledged Holding Increase (Decrease) |
||
| Director | Chiang-Huai,Lin | (17,000) | 0 | 0 | |
| Director | Kuang-Chao,Fan | 9,000 | 0 | 0 | 0 |
Note: Shares trading with Non- Related Parties.
83
2.8 Relationship among the Top Ten Shareholders
| As of March 29,2026;Unit: Shares | As of March 29,2026;Unit: Shares | As of March 29,2026;Unit: Shares | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 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 | ||
| Chieh-Yuan, Chen | 37,889,235 | 16.04% | 17,338,054 | 7.34% | 0 | 0 | Mei-Hsing,Yeh Der-Hsin Investment Co., Ltd. Der-Sheng Investment Co., Ltd. Der-Hong Investment Co., Ltd. |
Spouse Note4 Note4 Note4 |
- |
| Mei-Hsing, Yeh | 17,338,054 | 7.34% | 37,889,235 | 16.04% | 0 | 0 | Mei-Hsing,Yeh Der-Hsin Investment Co., Ltd. Der-Sheng Investment Co., Ltd. Der-Hong Investment Co., Ltd. |
Spouse Note4 Note4 Note4 |
- |
| Der-Hsin Investment Co.,Ltd. Mei-Hsing, Yeh |
15,885,174 17,338,054 |
6.72% 7.34% |
0 37,889,235 |
0 16.04% |
0 | 0 | Mei-Hsing,Yeh Chieh-Yuan,Chen |
Note 4 |
- |
| Der-Sheng Investment Co.,Ltd. Mei-Hsing, Yeh |
11,212,370 17,338,054 |
4.75% 7.34% |
0 37,889,235 |
0 16.04% |
0 | 0 | Mei-Hsing,Yeh Chieh-Yuan,Chen |
Note 4 | - |
| Fidelity Investment Trust: Fidelity International Small Cap Fund |
6,232,000 | 2.64% | 0 | 0 | 0 | 0 | - | - | - |
| Der-Hong Investment Co.,Ltd. Mei-Hsing, Yeh |
5,327,939 37,338,054 |
1,16% 7.34% |
0 37,889,235 |
0.00% 16.04% |
0 | 0 | Mei-Hsing,Yeh Chieh-Yuan,Chen |
Note 4 |
- |
| Norges Bank | 5,219,938 | 2.21% | 0 | 0 | 0 | 0 | - | - | - |
| C SUN MFG LTD. Morrison Liang |
4,138,000 0 |
1.75% 0% |
0 0 |
0 0 |
0 | 0 | - | - | - |
84
| Name | Current Shareholding |
Current Shareholding |
Spouse’s/minor’s Shareholding |
Spouse’s/minor’s Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Name and Relationship Between the Company’s Top Ten Shareholders, or Spouses or Relatives Within Two Degrees |
Name and Relationship Between the Company’s Top Ten Shareholders, or Spouses or Relatives Within Two Degrees |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relationship | ||
| Coopperatieve Rabobank U.A. - Internal – Utrecht Branch |
2,621,000 | 1.11% | 0 | 0 | 0 | 0 | - | - | - |
| Don-Hong, Lin | 2,380,000 | 1.01% | 0 | 0 | 0 | 0 | - | - | - |
- Note1: The names of all top ten shareholders shall be listed, and the names of institutional shareholder and representative shall be listed separately.
Note2: The shareholding rate is calculated based on the shares held in the name of himself, spouse, minors or others.
Note3: For the shareholders listed above including the legal persons and the individuals, their relations are disclosed.
Note4: Chieh-Yuan, Chen and Mei-Hsing, Yeh are the major shareholder of Der-Hsin Investment Co., Ltd. and Der-Sheng Investment Co., Ltd. and Der-Hong Investment Com, Ltd.
2.9 Ownership of Shares in Affiliated Enterprises
Unit: Shares/ %
| Unit: Shares/ % | Unit: Shares/ % | |||||
|---|---|---|---|---|---|---|
| Affiliated Enterprises |
Ownership by the Company | Direct or Indirect Ownership byDirectors/Managers |
Total Ownership | |||
| Shares | % | Shares | % | Shares | % | |
| TRI INVESTMENTS LIMITED |
6,724,109 | 100% |
0 | 0 | 6,724,109 | 100% |
| TEST RESEARCH USA,INC. |
1,518,935 | 100% |
0 | 0 | 1,518,935 | 100% |
| TRI TEST RESEARCH EUROPE GMBH |
(Note 1) | 100% |
0 | 0 | (Note 1) | 100% |
| TRI JAPAN Co.,Ltd. | 720 | 100% |
0 | 0 | 720 | 100% |
| TEST RESEARCH INNOVATION MALAYSIA SDN. BHD. |
1,000,000 | 100% |
0 | 0 | 1,000,000 | 100% |
| TRI KOREA Co.,Ltd. | 80,000 |
100% |
0 | 0 | 80,000 | 100% |
| TEST RESEARCH INNOVATION MEXICO S. de R.L. de C.V. |
10,000,000 | 100% |
0 | 0 | 10,000,000 | 100% |
Note 1: A limited company without shares.
85
III. Capital Overview
3.1Capital and Shares
3.1.1Source of Capital
A. Issued Shares
Unit: Shares; NT$ Thousand
| Month/ Year |
Par Value (NT$) |
Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remark | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount (NT$ thousands) |
Shares | Amount (NT$ thousands) |
Sources of Capital | Capital Increased by Assets Other than Cash |
Other | ||
| 1989/04 | - |
- |
5,000,000 | - |
5,000,000 | Establishment Capital | - |
- |
| 1995/02 | - |
- |
10,000,000 | - |
10,000,000 | Capital Increase by Cash | - |
- |
| 1995/11 | - |
- |
30,000,000 | - |
30,000,000 | Capital Increase by Cash | - |
- |
| 1996/07 | - |
- | 80,000,000 | - |
80,000,000 | Capital Increase by Cash | - |
- |
| 1997/08 | 10 | 18,000,000 | 180,000,000 |
11,880,000 | 118,800,000 |
Capital Increase by Cash Capital Increase by Retained Earnings |
- |
- |
| 1998/07 | 10 | 19,860,000 | 198,600,000 |
18,760,000 | 187,600,000 |
Capital Increase by Cash Capital Increase by Retained Earnings |
- |
- |
| 1998/12 | 66 | 19,860,000 | 198,600,000 |
19,860,000 | 198,600,000 |
Capital Increase by Cash | - |
- |
| 1999/06 | 10 | 36,000,000 | 360,000,000 |
30,680,000 | 306,800,000 |
Capital Increase by Retained Earnings |
- |
(88)Tai-Tsai-Zheng (1)No.36650 dated April 30,1999 |
| 2000/07 | 10 | 38,000,000 | 380,000,000 |
37,380,000 | 373,800,000 |
Capital Increase by Retained Earnings |
- |
(89)Tai-Tsai-Zheng (1)No.58495 dated July 6, 2000 |
| 2001/11 | 10 | 80,000,000 | 800,000,000 |
50,200,000 | 502,000,000 |
Capital Increase by Retained Earnings |
- |
(90)Tai-Tsai-Zheng (1)No.143081 dated July 5, 2001 |
| 2002/07 | 10 | 85,000,000 | 850,000,000 |
61,572,400 | 615,724,000 |
Capital Increase by Retained Earnings |
- |
(91)Tai-Tsai-Zheng (1)No.127097 dated May 17, 2002 |
| 2003/09 | 10 | 85,000,000 | 850,000,000 |
75,747,880 | 757,478,800 |
Capital Increase by Retained Earnings |
- |
Tai-Tsai-Zheng1 No.0920136606 dated August 13,2003 |
| 2004/10 | 10 | 100,000,000 | 1,000,000,000 | 88,827,060 | 888,270,600 |
Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng1 No.0930136184 dated August 13, 2004 |
86
| Month/ Year |
Par Value (NT$) |
Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remark | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount (NT$ thousands) |
Shares | Amount (NT$ thousands) |
Sources of Capital | Capital Increased by Assets Other than Cash |
Other | ||
| 2005/09 | 10 | 120,000,000 | 1,200,000,000 | 109,042,500 | 1,090,425,000 | Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng1 No.0940130810 dated July 28, 2005 |
| 2006/09 | 10 | 136,000,000 | 1,360,000,000 | 127,660,000 | 1,276,600,000 | Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng1 No.0950133006 dated July 27, 2006 |
| 2007/09 | 10 | 160,000,000 | 1,600,000,000 | 153,800,000 | 1,538,000,000 | Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng1 No.0960038740 dated July 24, 2007 |
| 2008/09 | 10 | 200,000,000 | 2,000,000,000 | 185,300,000 | 1,853,000,000 | Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng1 No.09700346772 dated 2008.07.10 |
| 2009/10 | 10 | 250,000,000 | 2,500,000,000 | 192,573,447 | 1,925,734,470 | Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng1 No.0980040149 dated August 2, 2009 |
| 2010/08 | 10 | 250,000,000 | 2,500,000,000 | 202,202,000 | 2,022,020,000 | Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng1 No.0990034331 dated July 2, 2010 |
| 2011/08 | 10 | 250,000,000 | 2,500,000,000 | 216,356,000 | 2,163,560,000 | Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng1 No.1000030072 dated June 29, 2011 |
| 2012/08 | 10 | 250,000,000 | 2,500,000,000 | 222,846,000 | 2,228,460,000 | Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng-F a-Zi No. 1010027650 dated June 22, 2012 |
| 2013/08 | 10 | 250,000,000 | 2,500,000,000 | 236,216,000 | 2,362,160,000 | Capital Increase by Retained Earnings |
- |
Jin-Guan-Zheng-F a-Zi No. 1020025905 dated July 3, 2013 |
Note: The Company used to be a limited company before August, 1997.
B. Type of Stock
| B. Type of Stock | ||||
|---|---|---|---|---|
| Share Type | Authorized Capital | Remarks | ||
| Outstanding shares (Note) |
Un-issued Shares | Total Shares | ||
| Common Stock | 236,216,000 | 13,784,000 | 250,000,000 | - |
Note: Shares of listed companies.
Information for Shelf Registration: None.
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3.1.2 List of Major Shareholders
| 3.1.2 List of Major Shareholders | ||
|---|---|---|
| As of March 29,2026 | ||
| Shareholder's Name | Shareholding | |
| Shares | Percentage | |
| Chieh-Yuan, Chen | 37,889,235 | 16.04% |
| Mei-Hsing, Yeh | 17,338,054 | 7.34% |
| Der-Hsin Investment Co.,Ltd. | 15,885,174 | 6.72% |
| Der-ShengInvestment Co.,Ltd. | 11,212,370 | 4.75% |
| Fidelity Investment Trust: Fidelity International Small Cap Fund |
6,232,000 | 2.64% |
| Der-HongInvestment Co.,Ltd. | 5,327,939 | 2.26% |
| Norges Bank | 5,219,938 | 2.21% |
| C SUN MFG LTD. | 4,138,000 | 1.75% |
| Coopperatieve Rabobank U.A. - Internal – Utrecht Branch | 2,621,000 | 1.11% |
| Don-Hong, Lin | 2,380,000 | 1.01% |
3.1.3 Dividend Policy and Implementation Status
A. Dividend Policy
After the final accounts of the Company, if there are earnings, the Company shall first pay the tax, make up the losses for the preceding years and then set aside a legal reserve of 10% of the net profit. However, it is an exception when the legal reserve of profit reaches the capital sum. After an additional special reserve shall be set aside or reversed in compliance with laws, it shall be the distributable profit of the year. Together with the undistributed profit at the end of the period, it will be the cumulative distributable profit of the shareholders. The Board shall work out the earning distribution plan, and submit it to the shareholders meeting for resolution on distribution. The Company is engaged in the industries related to high-tech automatic inspection devices. It is in the growth period of the corporate life cycle. To cope with the overall environment and characteristics of industrial growth, achieve business sustainability, and pursue the long-term profit of the company and stabilize operating performance goals, the dividend policy of the Company shall be based on the capital expenditure budget and the capital demands in the future. The dividend for shareholder shall be appropriated from the cumulative distributable profit, which shall be no less than 60% of the distributable profit of the current year. The cash dividend shall be no less than 50% of the amount distributed in the current year.
B. 2025 Shareholder’s Meeting Proposal:
Cash dividend of NT$ 7 per share, with a total of NT$ 1,653,512,000.
C. The Situation in Which the Dividend Policy is Expected to Change Significantly: None.
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3.1.4 Effect of the proposed stock dividends (to be adopted by the shareholders' meeting) on the operating performance and earnings per share:
Not applicable.
The Company did not disclose the financial forecast in year 2026 so it is not necessary to disclose the forecast information of the year 2026.
3.1.5 Compensation of Employees and Directors
-
A. Article 29-1 of the Company’s Articles of Association stipulates that:
-
" If the Company gains some profits in the year, it shall make up the loss based on the pre-tax profit before deducting the remuneration of the employees. If there are still some profits remaining, it shall appropriate no less than 1% as the remuneration of the employees, and no more than 2% as the remuneration of the directors. "
-
B. The basis for estimating the amount of employee and director compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
-
The remuneration of employees and directors is based on the profitability of the year, and is estimated at a certain ratio within the scope specified in the Company’s Articles of Association. The appropriated amount is recognized as operating expenses for the current year. However, if the actual distribution amount resolved by the Board of Directors is different from the estimated amount, it is recognized as profit or loss in the following year.
-
C. Distribution of Compensation of Employees and Directors for 2025 Approved in the Board of Directors Meeting on February 25, 2026.
-
(1) 2025 employees’ remuneration and directors’ remuneration resolved is NT$ 49,142,237 and NT$25,315,697 respectively, and the above amount will be paid in cash. The resolution amount doesn’t have any difference from the amount of expense recognized for 2025.
-
(2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: Not Applicable.
-
D. Information of 2024 Distribution of Compensation of Employees and Directors (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed) and, if there is any discrepancy between the actual distribution and the recognized employee and director compensation, additionally the discrepancy, cause, and how it is treated.
-
The Company's estimated employee compensation in 2024 was NT$36,282,318, and the compensation to directors was NT$18,690,894. There is no difference between the estimated amount and the actual amount distributed.
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3.1.6 Buyback of Treasury Stock: None.
3.2 Bonds: None.
3.3 Preferred Shares: None.
3.4 Global Depository Receipts: None.
3.5 Employee Stock Options: None.
3.6 Status of New Restricted Stock Award Shares Issued to Employees: None.
3.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions: None.
3.8 Financing Plans and Implementation: None.
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IV. Operational Highlights
4.1 Business Activities
4.1.1 Business Scope
1. Main areas of business operations
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(1)CB01010 Machinery and Equipment Manufacturing.
-
(2)CE01010 General Instruments Manufacturing;
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(3)CE01030 Photographic and Optical Equipment Manufacturing;
-
(4)E604010 Machinery Installation Construction;
-
(5)EZ05010 Apparatus and Gauge Installation Construction;
-
(6)F113030 Wholesale of Precision Instruments;
-
(7)F119010 Wholesale of Electronic Materials;
-
(8)F213030 Retail sale of Computer, Office Machinery and Equipment;
-
(9)F213040 Retail Sale of Precision Instruments;
-
(10)F219010 Retail Sale of Electronic Materials;
-
(11)F401010 International Trade;
-
(12)I301010 Software Design Services;
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(13)I501010Product Designing;
-
(14)ZZ99999 To carry on the business which are not prohibited or restricted by law except for the services licensed under approval.
2. Revenue distribution
| evenue distribution | ||
|---|---|---|
Unit;NT$ thousands |
||
| Major Divisions | Total Sales in Year 2025 | (%)of Total Sales |
| Automatic Inspection Devices | 8,231,252 | 97.21% |
| Service Revenue | 236,183 | 2.79% |
| Total | 8,467,435 | 100.00% |
3. Main products
- (1) In-Circuit Tester (ICT)
Model: TR518 series
Applicable to the electronic and information products.
Model: TR5001 series Applicable to electronic products such as information, communication, network, IA, DVD player, Digital camera, and LCD TV.
Model: TR8001/8100 series
Applicable to laptops, PCs , communication products, mobile phones, and etc.
-
(2) Circuit board analysis
-
(2) Circuit board analysis When the user designs the circuit board, it provides and test fixture analysis on the measurable rate, so as to achieve the manufacturing maximum test coverage when the circuit board design. services In addition, it also provides test fixture manufacturing services.
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(3) Solder Paste Model: TR7007 series Inspection (SPI) Applicable to solder paste SD inspection of SMT production line
-
(4) Automated Optical Model: TR7500/TR7700 series Inspection (AOI) Applicable to high-density PCBA products such as mobile phones, PDAs, communication products, motherboards, and laptops
-
(5) Automated X-ray Model: TR7600 series Inspection (AXI) Applicable to high-density hidden multi-soldering components, such as BGA, QFN, PressFit Connector, etc
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(6) Yield Management The self-developed yield management system can be System connected with the production and inspection equipment of SMT production line through advanced software functions to provide customers with the complete reports on production status and the real-time information of the yield rate on the production line.
4. New products development
Unit: NT thousands Funds to be Items in the development plan invested Multi-core high-speed high-count assembly circuit board test machine, Fully automated large-size online assembly circuit board test 110,000/year system Circuit board testing machine with integrated safety protection assembly AI deep learning defect identification core software development and application 3D AOI High-speed online single/multi-lens assembly circuit board inspection machine for large-area array cameras Multi-probe high-precision semiconductor back-end precision 520,000/year packaging inspection machine High-precision, high-magnification microscopy system wafer-level precision packaging inspection machine. 3D SPI High-speed and high-precision online assembly circuit board 3D solder paste inspection machine
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Funds to be Items in the development plan invested High-resolution online semiconductor application 3D solder paste inspection machine 3D AXI High-speed and high-precision online line scan automated X-ray inspection machine High-speed and high-precision online flat panel scanning (flat panel) automated X-ray inspection machine High power automated X-ray inspection machine for automotive electrical module applications High-resolution automated X-ray inspection machine for semiconductor precision packaging applications
4.1.2 Industry Overview
1. Current situation and development of the industry:
The automatic inspection w is mainly used to accurately check and indicate the defective parts from the circuit board. Since there are dozens of or even hundreds of electronic parts on the circuit board, the problem such as missed insertion, wrong insertion, cold welding or part fault may occur during the manual or automatic insertion welding. If it relies on manual inspection, it is time-consuming and unreliable, which further affects the efficiency of the production process. The automatic detection equipment solves the aforementioned problems related to defects, reduces the defects found before shipment which may result in rework. Therefore, it is an indispensable detection assistant for the industries such as electronic information and communications in the production process. In recent years, assembly production lines have been faced with requirements for higher yield and output speed, which brings higher market demands for automatic inspection equipment and the stricter requirements for functionality. This will help equipment suppliers with high price / function ratio and fast R & D speed to seize more business opportunities.
The automatic inspection equipment can be divided into ICT, AOI, SPI and AXI based on the functions:
- A. In-Circuit Tester (ICT):
Besides static tests, it can only test the digital function of the IC on the circuit board. With the external power supply, it uses the PXI module on the test equipment to measure the analog and digital signals on the circuit board, which is applied to the quality inspection before shipment of the finished products. It belongs to dynamic functional test. It is suitable for products with complex circuit board design, many test points and powerful electronic components, such as automotive electronics, servers, etc.
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-
B. Automated Optical Inspection (AOI):
-
Due to the compact and slim design trend of information and communication products, it makes the circuit board testing technology more difficult. AOI uses optical image scanning / reading technology to replace general visual or traditional probe test. It solves the blind spots of the test for the assembled circuit board due to high distribution density of electronic components, such as skew, tombstone, lifted lead, scratches, polarity, excessive solder, insufficient solder, and etc.
-
C. Solder Paste Inspection (SPI):
-
SMT quality is determined by how to improve the printing quality of solder paste. The SPI can quickly measure the thickness and open/short circuit of each solder point, so as to solve the long-term troubles that 2D cannot solve. For compact and slim products, it won’t cause poor contact due to small solder points, insufficient solder, vibration when use, thermal expansion and contraction, so as to improve the quality and capacity of the process.
-
D. Automated X-ray Inspection (AXI):
-
For the traditional electrical measurement methods that adopt probe implanting, due to the high density of PCB parts, it is quite difficult to implant probes, so the test coverage is greatly reduced. The AOI system that uses visible light as the inspection light source cannot provide effective and satisfactory test coverage in high-density parts, micro parts, shielding solder joints of RF and high-frequency circuits, and etc. Through the good penetration and non-destructive inspection characteristics of X-Ray, it can be combined with traditional AOI systems to greatly improve the overall system test coverage.
2. Correlation between the industrial upstream, midstream and downstream
The components needed for manufacturing and assembling the automatic inspection equipment of the Company are mostly purchased from major domestic manufacturers, such as: XY Table, image processing board CCD Camera and X-ray tube, instrument table, PC board, IC, press and computer. After the above-mentioned components are obtained, the Company processes, assembles and inspects them, and finally sells them to manufacturers of information, communications and other industries, which are used to inspect and test the components during its production process, so as to improve the production yield.
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The correlation between the industrial upstream, midstream and downstream is shown as below:
==> picture [457 x 368] intentionally omitted <==
----- Start of picture text -----
Upstream Midstream Downstream
Instrument table
manufacturer
X-Y Table
Casing manufacturer
Electronics manufacturer
CCD
PC board manufacturer
IC/relay manufacturer
Information hardware
Automatic inspection
product manufacturer
equipment manufacturer
PLC
Press manufacturer
Communication product
manufacturer
Cylinder manufacturer
X-Ray tube manufacturer
Computer peripherals
manufacturer
----- End of picture text -----
3. Product development trend:
In recent years, technology products are developing towards the compact and slim trend. All manufacturers of mobile phones, digital cameras, LCD screens, and laptops are fully committed to promoting the slim feature of their products to consumers. In response to the trend of lightweight products, the products must be designed with smaller size while maintaining the original high yield, which is quite difficult. Taiwan’s industry that is dominated by outsourcing, is forced to enter a brand new generation of technology. The manufacturers have invested a lot of funds to update or expand new production lines and purchase more advanced production equipment. In terms of automatic inspection equipment, the growth of the network and the integration of 3C will promote the market demands for automatic inspection equipment. In addition, the rapid growth of communications and portable audio-visual products will bring high market demands for testers with small size and high density of electronic component.
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4. Product competition situation:
(1)ICT :
At present, the manufacturers in Taiwan are mostly OEM, ODM and EMS. As for the inspection equipment, the foreign customers often designate to use products from international large brands. The Company has developed non-multitask models and simplified the jig manufacturing process. The improved human-machine interface makes it easy-to-operate for users. As the circuit boards are getting highly complicated and integrated, the new generation of automatic inspection equipment is provided to replace the equivalent equipment made from foreign manufacturers gradually. Recently, it has obtained a number of European and American AVL certifications, which will be helpful for the product sales and market expansion.
(2)AOI/SPI/AXI :
At present, there are many foreign competitors related to AOI, SPI and AXI. After investing huge resources in the research and development for many years, the Company has released a comparable machine with well-known foreign manufacturers in terms of the inspection speed and functions. Such machine can fully meet the current strict testing requirements for small components, with extremely high competitiveness in the market. In addition to the miniature trend of electronics, the ICT equipment that originally used electrical testing will face the problem of incomplete testing (low coverage of insufficient testing points). It is expected that the demands for AOI / SPI / AXI equipment will still have growth space in the next several years.
5. Yield rate of the Company’s products:
Under the requirements of the quality policy, "developing advanced technology, pursuing excellent quality, and satisfactory customer service", the Company has been working hard to promote the design and production of high-precision and high-quality measurement equipment that will achieve a win-win outcome with customers. In terms of the quality requirements, it considers the R & D quality, process quality and service quality as the key elements of quality assurance. The Company has also set the installation yield rate, the repeated purchase rate of customers and the number of major factory certifications as the key performance indicators. Through the strategy roadmap, the quality goals are expanded to the entire company, so as to fully promote the implementation of quality. The implementation schemes such as quality verification for products developed, engineering design change process tracking, customer complaint handling, supplier quality counseling, subsidiary quality system linkage, etc. are all in pursuit of the goal of maximum customer satisfaction. Through quality cycles, it achieves continuous improvement and progress to provide customer-oriented quality services. However, under the constant challenge of pursuing better product quality, we are still committed to making breakthroughs. The "Time to Market" is the key in this new economic era. In terms of future efforts: we will strive to accelerate product commercialization, meet new technological challenges, and enhance the confidence in product reliability. We will provide high-quality assurance for our products and the customer's products, which is the Company’s goal in quality.
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4.1.3 Research and Development
1. Research and Development Expenses in the Past Two Years
Unit: NT thousands
| Unit: NT thousand | ||
|---|---|---|
| Year | 2025 | 2024 |
| R&D Expenses(NT$ thousands) | 640,189 | 572,995 |
| R&D Expenses as a Percentage of Sales Revenue |
8% | 9% |
2. Research and Development Achievements of the TRI in the Past Five Years
- Since the establishment, the Company has adhered to the faith of independent research and development, cultivated and recruited professional talents for a long time, so as to build a complete R & D system the covers the technologies of analog, digital, optical inspection, institutions, IC and system software. It aims to meet customer's multi-functional needs for products and maintain the market competitiveness with the technologies leading in the industry. The R&D achievements of the Company in the past five years are listed below:
| Year | Major Products Developed |
Product functions |
|---|---|---|
| 2021 | TR7007 SII Ultra SPI |
◎The detection speed of TR7007 SII Ultra 3D SPI platform is in the leading position in the industry, and is built on a reinforced mechanical platform to ensure stabilityand accuracyduringthe inspectionprocess. |
| 2022 | TR7500QE Plus AOI |
◎TR7500QE Plus is a new generation of multi-camera side-view 3D AOI. This platform can detect inner layer bridges, hidden pins and other obscured defects, and is equipped with innovative AI-driven algorithms and enhanced mechanical functions to provide high-precision inspection of measurement level. |
| 2022 | TR7700QB SII AOI |
◎The TR7700QB SII series is a 3D AOI solution with a downward-looking camera, which is specially designed for dual in-line package (DIP) and through-hole technology (THT) components that require high-coverage inspection. In addition, the smart factory solution supported by TR7700QB SII can exchange data and simplify the serial connection of MES. |
| 2022 | TR8100H SII ICT | ◎TR8100H SII series is the latest high-end circuit board test ICT, which can test up to 11,088 pin points. Its high program designability enables rapid program development and effectively improves system stability. The long-term test reliability and fault coverage can fully present the test results. ◎Won the 2022 EM Asia Innovation Award. |
| 2023 | TR7007QSII SPI | ◎The TR7007QSII 3D SPIplatform is equipped with |
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| Year | Major Products Developed |
Product functions |
|---|---|---|
| up to 4 sets of digital stripe light projection, optimized motion control system (EtherCAT) and wide spectrum system. With its high-speed platform, the detection speed is significantly improved compared to the previous generation products, and the contrast and detection rate are greatlyenhanced. |
||
| 2023 | TR7007D SII SPI | ◎The TR7007D SII 3D SPI platform is equipped with up to 2 sets of digital stripe light projection, optimized motion control system (EtherCAT) and wide spectrum system. With its high-speed platform, the detection speed is significantly improved compared to the previous generation products, and the contrast and detection rate are greatlyenhanced. |
| 2023 | TR7700QH SII AOI |
◎The newly launched TR7700QH SII ultra-high-speed 3D AOI can detect at speeds up to 80 cm²/sec and maintains superior Gauge R&R values. |
| 2023 | TR7700 SIII Ultra AOI |
◎The TR7700 SIII Ultra series high-throughput AOI system is equipped on a reinforced mechanical platform to ensure stability, accuracy and precision duringinspection. |
| 2023 | TR7700 SIII Ultra CI AOI |
◎TR7700 SIII Ultra CI AOI provides the most advanced protective coating detection function, with enhanced optical design and professional multi-phase illumination, suitable for detecting coating defects. In addition to measuring coating thickness, it also has the ability to detect flux and glue. |
| 2023 | TR7600F2D Plus AXI |
◎The TR7600F2D Plus AXI series is equipped on a new mechanical platform, supports 5µm high resolution, and can provide comprehensive and complete coverage detection. |
| 2023 | TR7600LL SV AXI | ◎This TR7600 SV series line-scan high-speed 3D AXI has an inspection speed up to 20% faster than the award-winning TR7600 SIII series, and can support high-volume inspection. |
| 2023 | TR7900Q SII AOI | ◎TR7900Q SII AOI fully integrates the loading/unloading module to facilitate the use of conveying substrates and magazines, and is specially designed to provide inspection for the semiconductor/advancedpackagingindustry. |
| 2023 | TR7900Q SII-R AOI |
◎TR7900Q SII-R AOI is a 3D automatic inspection and review station used in the |
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| Year | Major Products Developed |
Product functions |
|---|---|---|
| semiconductor/advanced packaging industry. It fully integrates the loading/unloading module to simplify the transportation of substrates and magazines. |
||
| 2023 | TR7720S AOI | ◎This TR7720S is a small AI-driven AOI specially designed for the semiconductor/advanced packaging industry. It is used to detect wire bonding,die bonding,SMD and solderpoints,etc. |
| 2023 | TR5001E SII ICT | ◎The TR5001E SII ICT system has built-in automatic calibration and self-diagnosis functions, provides a quick and easy-friendly program development interface, and ensures a highly reliable and cost-effective solution for long-term testing. |
| 2024 | TR7007 SIII SPI | ◎TR7007 SIII 3D SPI has an industry-leadinginspection speed of up to 200 cm ²/sec. It is builton a reinforced mechanical platform to ensure stability and accuracy during the inspection process. |
| 2024 | TR7007Q SII-S SPI | ◎TR7007Q SII-S 3D SPI is designed for SEMIback-end, Mini-LED and other inspection applications. It is equipped with a wide spectrum light system and coaxial lighting to achieve accurate solderpaste measurement. |
| 2024 | TR7700QC SII AOI |
◎TR7700QC SII 3D AOI is equipped with a numberof core inspection functions required for electronic manufacturing applications, and its easy-to-set programming function meets the mainstream smart factoryworkingstandards. |
| 2024 | TR7700Q SII-S AOI |
◎TR7700Q SII-S is the best AI-driven AOI inspectionplatform for the semiconductor/advanced packaging industry. Its enhanced metrology capabilities and multiple imaging technologies enable complete coverage inspection. |
| 2024 | TR7600F3D SII Plus AXI |
◎TR7600F3D SII Plus is the latest model with 3 µmhigh-resolution 3D AXI, supports CT tomography, and uses the most advanced AI algorithm. |
| 2025 | TR7500 SIII Ultra AOI |
◎This TR7500 SIII Ultra successfully integrates "multi-camera side-view inspection, cutting-edge artificial intelligence algorithms, and metrology measurement" to achieve high-precision inspection. |
| 2025 | TR7600FB SII AXI | ◎The TR7600FB SII features the latest generation of "X-ray imaging structure" design, delivering clearer images. ◎Awarded the "2025 EM Asia Innovation Award". |
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| Year | Major Products Developed |
Product functions |
|---|---|---|
| 2025 | TR7600HP AXI | ◎This TR7600HP is a high-power CT AXI system designed specifically for power modules (including IGBTs,MOSFETs,and SiC inverters). |
| 2025 | TR7600 SIII Plus AXI |
◎This TR7600 SIII Plus is a 3D SEMI AXI system designed for applications in industries such as semiconductors, advanced packaging, automotive, aerospace,and medical. |
3. Research and Development Plan
(1) Goals of R&D strategies
The Company's research and development strategies are to be committed to automatic inspection equipment. With the development of Taiwan's information industry, communication industry and IC industry, the products developed by the Company can reduce the production inspection costs, improve the quality of product delivered, and thus improve the overall competitiveness for manufacturers. It makes our product lines of automatic inspection equipment more complete.
- (2)Key R&D items
The Company's goal is to provide customers with an overall solution on automatic inspection equipment. In addition to constantly improving and optimizing the functions and quality of the commercialized products, the Company will develop:
-
A. High-efficiency automatic inspection equipment: that will provide higher testing speed and complete functional testing for products, improve product quality, and reduce the manpower and costs for testing.
-
B. Intelligent Test Software Solutions: that will integrate with AOI, SPI, AXI, ICT, and Functional Test systems to improve test coverage and reduce overall test time. The intelligent software could improve process yield and product quality, and provide overall solutions of online product inspection for production.
4.1.4 Long-term and Short-term Development
1. Short-term Development
The short-term marketing goals that the Company strives for are to strengthen the global marketing and service network in addition to fully developing the Chinese market in Taiwan and Mainland China. It aims to penetrate into the market of non-Taiwanese businesses and expand the business scope and scale.
For the assembly of automatic inspection equipment industry, the Company has already taken up the leading position in the industry. With a large number of customer clusters, its product quality, services and functions have been deeply recognized by customers. It has also established good relations with electronic information and communication product manufacturers, won the trust of customers and built a good brand image.
ICT has been certified by many international manufacturers, which have been widely used in many well-known factories. Since SPI & AOI automatic inspection
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equipment has the same customer clusters as ICT, it can be quickly promoted to the existing customer clusters. Regarding the automatic inspection equipment, the marketing strategy of the Company is to provide customers with "overall solutions."
2. Long-term Development
It will accelerate the internationalization, strengthen the marketing of self-owned brands, and increase the exposure in various markets around the world, and establish the image of a professional tester manufacturer, so as to become "a well-known brand of global automatic inspection equipment". Moreover, it will collect market intelligence extensively, which will be taken as important reference for formulating product development and marketing strategies.
4.2 Market and Sales Overview
4.2.1 Market Analysis
1. Target regions for main products:
The Company is mainly engaged in R & D, production, and sales services of automatic inspection equipment. It also constantly seeks breakthroughs in function and quality upon user’s needs, so as to provide a complete solution for testing and assembled circuit boards. Besides the sales of testers, TRI also provides factory automation consulting services, which realizes the most comprehensive automation process for the production lines of the factory. Moreover, the production lines could be controlled by the online computers, which is convenient and more efficient. In terms of after-sales service, the Company also provides warranty services including education and training, machine repair, replacement, calibration, and regular maintenance. In addition, the regular software update services are available to allow users to upgrade to more powerful technologies.
Sales (Service) Region:
| Unit: NT thousands | Unit: NT thousands | |||
|---|---|---|---|---|
| (Year) (Division) |
2025 | 2024 | ||
| Sales | Percentage | Sales | Percentage | |
| Asia | 7,546,377 | 89.1% | 5,693,161 | 89.6% |
| America | 685,769 | 8.1% | 404,316 | 6.4% |
| Europe | 227,880 | 2.7% | 256,736 | 4.0% |
| Others | 7,409 | 0.1% | 1,595 | 0.0% |
| Total | 8,467,435 | 100% | 6,355,808 | 100% |
2. Market Share (%) of Major Product:
The Company has been engaged in the field of automatic inspection equipment for decades. At the same time, it has also operated in major markets such as Taiwan and Mainland China for a long time. It not only obtains a high reputation in the industry, but also invests considerable resources in product development and customer management, which is one of the leading brands in Greater China. It currently ranks among the top five globally and takes up the global market share of 10~20%.
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3. Market supply, demand situation and future growth:
-
(1) Industrial characteristics
-
a. The industry is R&D technology-oriented, which results in high barriers for new manufacturers to enter the market.
-
The existing manufacturers have accumulated many years of experience, acquired key technologies and been engaged in the market for a long time. All these are high market barriers and technical bottlenecks for new manufacturers.
-
b. The products are widely applied and close linked with the development of downstream industry process.
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The tester market covers the industries of electronics, information communication, telecommunications and others, which requires grasping customer demands at any time. Current, the development cycle of consumer products is about 3 months, and the life cycle of products is 6 months. In order to cope with the fast-changing product process, tester manufacturers must be able to meet customer requirements in advance. Otherwise, it will not be able to take up a place steadily in the market.
-
c. It takes product function and service as the orientation, and focuses on the key customers
-
Generally, the tester manufacturers complete customized designs for specific customer needs. Therefore, function update and after-sales service are extremely important.
-
d. Low pollution and low energy consumption industry
-
The design of software and hardware and the mass production process do not consume a lot of energy or cause major pollution.
-
(2) Market demand
With the growth of the Internet and the rapid integration of 3C technology, it will show higher requirements for user-friendly interface. Taiwan’s information manufacturers take advantage of the mature production technology and flexible manufacturing strength accumulated in the past. Under the rapid growth of global information appliance products, the related manufacturers in Taiwan have successively expanded their production and testing equipment to embrace the coming of post-PC era, which has also promoted the market demands for automatic inspection equipment.
- (3)Market supply
The multi-functional automatic inspection equipment developed by the Company can takes the advantage of the rapid delivery and the complete customer service system of local manufacturers. Moreover, the downstream applications consider to reduce production inspection costs. Thus, the imported inspection equipment will be gradually replaced. At the meantime, with the continuous growth of the information and telecommunication industry in Taiwan, the market supply in the future will be adequate since the tester manufacturers in Taiwan are engaged in this field for a long time and have acquired mature production technologies.
- (4) Future development trend of the industry
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a. With the diversification of electronics and information products, the circuit design tends to be more and more complex, and the requirements for inspection coverage are stricter and it is upgraded toward functional digital measurement technology.
-
b. Due to the compact and skim development trend of the electronics, the development of precision optical detection technology will be the development focus of the manufacturers in the future.
4. Favorable and Unfavorable Factors in the Long Term
Favorable factors that affect the future development of the Company
-
(1) R&D technical strength leading in the industry
-
The Company has spared no effort in the research and development of product technologies. In terms of hardware design, it has designed the host control board circuit for the automatic inspection equipment, fully mastered the key test technologies. With self-developed application software, it could accurately analyze the test results and feedback the process defects to the front-end manufacturer in real time. In this way, it achieves the purpose of improving the yield of the production process and reducing the inspection costs. Moreover, it greatly increases the added value of the integration of automatic inspection equipment systems, and releases new products that are leading in the industry, which have been recognized and complimented by customers. In addition, the customer's use suggestions and process development trends are reflected by the customer service personnel. After the relevant departments evaluate the feasibility, it will improve the existing automatic detection equipment or develop new products to enhance the competitiveness among the competitors.
-
(2) Good brand image, and product competitiveness
-
The Company promotes the brand “TRI innovation” in the markets at home and abroad. With the long-term efforts in the field of tester, the high-quality products and professional repair services, it has established a good brand image and won the recognition and trust of renowned large factories at home and abroad. With rich experience in marketing equipment and a large number of customer clusters, the Company as a local manufacturer, is more competitive than foreign manufacturers in terms of supply speed, product repair and technical support. Thus our products gradually replace the costly testers made by the manufacturers in the United States and Japan.
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(3) With the technical strength accumulated over the past years, it has diversified the product lines in the field of the assembled circuit board inspection, and provides complete inspection requirements and schemes for assembled circuit boards. Therefore, the Company is quite flexible in adjusting its technology and organizational structure, and can take advantage of the positive benefits of expanding its product lines in the right time.
-
(4) Sound operational and financial condition, and abundant manpower The revenue of the Company has grown substantially since its establishment, and its financial condition is conservative and stable. Under the philosophy of
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"team, speed, innovation, integrity, and service" for a long time, we emphasize on the employee welfare, and establish responsibility-oriented management system, etc., so as to attract and retain outstanding employees. At the meantime, it spares no effort to conduct employee training and carry out cultivation plans. Abundant and excellent manpower, plus the Company's solid foundation, is critical for the future growth of the Company.
Unfavorable factors
Some foreign large information factories still designate foreign brand equipment: Despite the operations for many years, the increased global market share and higher awareness, some foreign large information factories still designate foreign brand equipment. As a result, the Company still has to continuously develop foreign AVL certification affairs of foreign large information factories.
Countermeasures:
-
A. Strengthen product differentiation, and improve product functions to meet customer needs better; when facing various brands, customers will still consider product functions rather than price to make the decision.
-
B. Establish a complete customer service system and real-time after-sales service, and help customers train production line engineers to make it get online easily; thus, they can solve the simple problems by themselves to avoid interruption of the production line and increase the confidence of downstream customers.
-
C. Continuously and actively carry out the AVL certification of European and American large factories and maintain good relations with the above-mentioned OEM factories; with the advantages of quick supply and low equipment and maintenance costs of local manufacturers, we could gain customer trust and establish opportunities for future cooperation between the two parties.
-
D. Develop overseas markets and expand marketing sites
As the electronics, information, communication and other industries shift the production base to Mainland China, the Company has also set up sales and service sites in China and cooperates with local agents to fully grasp customer needs and trends at any time, so as to develop the potential markets in China. It also actively sets up sites in Asia, Europe, America and other regions and cooperates with local potential distributors to establish wide distribution network and expand the business in overseas markets.
4.2.2 Production Procedures of Main Products
1. Major Products and Their Main Uses
| Products | Applications |
|---|---|
| ICT | Suitable for testing the functions of the assembled circuit board of the soldered parts and determining whether the circuit board is open/short circuited and whether the electronic components are missing, reversed, or damaged during production. The abnormal problems mentioned above will be firstly solved in the process to improve the quality management of the circuit board process. This reduces the number of defects found before shipment that maylead to rework. |
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| Products | Applications |
|---|---|
| AOI | Suitable for the inspection of the assembled circuit boards with small size and high density such as: Solder Volume, Missing Component, Skew Component, Tombstoned Component, Polarity & Marking, Solder Bridge, Missing Solder, Lifted Lead, Surface Defect on Gold Finger, and Surface Defect on PCB. |
| SPI | Suitable for solder point inspection before Pick and Places in the process of assembling the circuit board; it could minimize the defective rate of BGA parts welding and Solder Bridge during the process. It can also check the area, height, volume, insufficient, and excessive problems after printing the solder paste, so as to reduce the non-conforming solder joints derived from solderpasteprintingdefects. |
| AXI | X-Ray AOI inspection machine mainly uses the penetration characteristics of X-Ray to present the images with various brightness on the camera acquisition. It can separate the upper and lower overlapping component images, makes computation and analysis for the images at different CT layer height by nine images taken by different directions of acquisition angle, so as to detect the defect the non-conformities on the circuit board. Especially for BGA components and the parts that can’t be inspected visually, it can provide a more advantageous solution. |
2. Major Products and Their Production Processes
==> picture [398 x 315] intentionally omitted <==
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4.2.3 Supply Status of Main Materials
| .2.3 Supply Status of Main | Materials |
|---|---|
| Main materials | Location of major suppliers |
| Mechanism relatedparts | Taiwan |
| Image parts | United States, Canada, Japan, Germany, TheNetherlands,Korea, UK, China |
| PCB emptyboard | Taiwan |
| Electromechanicalparts | Japan,Taiwan |
| Computerperipherals | Taiwan |
| XY TABLE | Japan,Taiwan |
| Relay | Taiwan |
The above suppliers are mostly large factories at home and abroad, which have good quality, technology and reputation in the industry, and have cooperated with the company for many years with good and stable partnership. At present, the Company has adequate supply for main materials. For the procurement of raw materials, it generally maintains more than two suppliers, ensuring the stable supply. Thus, there is no shortage of supply for production materials.
4.2.4 Major Suppliers and Clients
-
Major Suppliers in the Last Two Calendar Years who has accounted for more than 10% of the total purchase of goods in any one of the latest two years
:None. -
Major Clients in the Last Two Calendar Years who has accounted for more than 10% of the total sales of goods in any one of the latest two years
:None.
4.3 Human Resources for the Past Two Years
| Year | 2025 | 2024 | |
|---|---|---|---|
| Number of Employees |
Sales | 435 | 416 |
| R & D | 251 | 238 | |
| Manufacturing | 243 | 211 | |
| Administration | 142 | 133 | |
| Total | 1071 | 998 | |
| Average Age | 37.03 | 36.77 | |
| Average Years of Service | 9 | 8 | |
| Education | Ph.D. | 1.12% | 1.10% |
| Masters | 24.56% | 25.65% | |
| Bachelor’s Degree | 68.81% | 69.24% | |
| Senior High School | 5.51% | 3.91% | |
| Below Senior High School | 0.00% |
0.10% |
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4.4 Environmental Protection Expenditure
4.4.1 Total Losses and Penalties
The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report: None.
4.4.2 Countermeasures
The amount of the loss and punishment caused by polluting the environment in the latest two years and as of the printing date of the annual report; also disclose the future preventive measures and possible expenditure: Not Applicable.
4.5 Labor Relations
4.5.1 The Company's HR strategy is to strive to create an "employer brand" that attracts excellent talents. The important human resources measures are listed as below:
1. Recruit excellent talents
To meet the needs of business growth and internationalization, the Company is actively recruiting various excellent talents. Through full empowerment, we provide a working environment that can realize the full potential and achieve the satisfaction and accomplishment of employees.
- Performance Development Plan
The Company implements the Performance Development Plan(PDP) that combines the strategic planning with the personal performance management plans through the balanced scorecard. The PDP has effectively integrated resources and focused on the overall strategy and achievement of annual goals of the Company.
-
Compensation system
-
The Company implements the philosophy of performance-based incentives combines with the above-mentioned PDP, salary raise, bonuses and dividends that are based on the performance and ability evaluation.
-
Welfare measures
-
Travel allowance / cash gift for festivals/ diversified leisure activities / allowance for marriage, funeral and maternity / hospitalization relief money /allowance for medical examination free group insurance for employees and dependents / regular health check / gym exclusively for employee.
-
Further study, education and training
-
The Company's training system can enhance employees' competency and enable them to realize their full potential, as well as combine individual growth with
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organizational development. Every employee could take various training courses carefully arranged under this system, adding value to the colorful life!
-
(1) Leadership development course: Through a series of management leadership training in management, finance, law, human resources, and etc., it cultivates excellent leaders and establishes the management language with ethics and disciplines in common.
-
(2) Professional course: By enhancing the professional knowledge and skills of employees, it improves the work performance and increases the competitiveness of employees and the Company. The content of the course includes: a. Elementary professional training: FPGA, RF, MCU, TRIZ, FMEA, C ++, C #, etc. .; b. Advanced professional training: professional training for the specific department, special seminars and external training.
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(3) Basic course: The new recruits are conducted with training related to philosophy, so they will be competent of the new position smoothly, which can also strengthen the cohesion of the Company. The content of the course includes: a. introduction of corporate culture and business philosophy; b. description of company system, welfare, goals and future vision; c. product introduction and future development directions; d. legal concepts that technological employee should possess (for example: patent rights and intellectual property rights); e. utilization of internal management tools.
-
(4) External course: Employees can attend seminars and professional training courses at home and abroad in a non-scheduled way, so as to strengthen professional competency and technology. The achievements of the Company's 2025 education and training records are as follows:
| Number of classes |
Total trainees |
Total training hours |
Total expense(NT$) |
|---|---|---|---|
| 363 | 8,557 | 13,607 | 1,106,394 |
- Retirement system and its implementation The Company established the Labor Retirement Reserve Supervision Committee in 2000, and formulated the labor retirement regulations to handle employee retirement matters. Moreover, it allocated pensions on a monthly basis as required by laws and deposits them in Department of Trusts, the Bank of Taiwan (formerly the Central Trust of China) for management. In addition, a new labor pensions system has been implemented since July 1, 2005, and pensions are appropriated on a monthly basis and deposited into the special account of the Bureau of Labor Insurance for management.
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The company's 2025 pension allocation situation is as follows:
| Pension system |
Old system | New system |
|---|---|---|
| Applicable source of law |
Labor Standards Act | Labor Pension Regulations |
| How to withdraw |
In name of the Company, 4% of the employee's total monthly salary is deposited into a special account in the Bank of Taiwan. |
According to the insurance coverage of each employee, 6% is allocated to the individual account of the Bureau of Labor Insurance. |
| Amount to be allocated |
Labor retirement reserve accumulated to amount of NT $77,855thousands. |
An amount of NT$ 33,642 thousands was allocated in 2025. |
7. Labor agreements
The Company deals with the labor issues based on the business philosophy of labor-management integration, co-existence and co-prosperity, and attaches great importance to the opinions of employees. Employees may always fully express the problems encountered at work and in life through the formal or informal communication channels of the Company, so as to seek mutual understanding, cohesion and consensus, and create outstanding performance together. In addition, since 2000, the labor representatives have been regularly elected, and labor meetings have been held regularly to coordinate the views of both parties and promote the harmony between labor and management. So far no labor disputes have occurred.
8. Code of Conduct
To regulate the employees service, appointment, resignation, dismissal, suspension without pay, lay-off, compensation, working hours, overtime work, leave, retirement, pension, assessment, reward and punishment, welfare, safety and health, employee complaint management and various conducts, the Code of Conduct was established in 1999, and reported to the competent authority for regular review. After the amendment was approved by the labor-management conference, it will be also filed to the competent authority for review.
9. Code of Ethical Conduct
To guide the Company's directors, managers at all levels and all employees to act in conformation to the ethical standards, and to make the Company's stakeholders understand the ethical standards better, the Company has established the Code of Ethical Conduct, including the following eight items:
(1) Prevent conflicts of interest
- (2) Avoid pursuit of personal benefits
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(3) Confidentiality
-
(4) Fair trade
-
(5) Protect and properly use company assets
-
(6) Comply with laws and regulations
-
(7) Encourage reporting any illegal or ethical misconduct against the Code of Ethical Conduct
-
(8) Disciplinary measures.
-
Working environment and safety protection measures for employees
Safety and hygiene work rules have been formulated since 2000. In the first quarter of 2022, the ISO45001 Occupational health and safety management systems was introduced and certified by an external audit agency to continuously improve the safety and hygiene of the workplace environment, promote the well-being of employees and ensure their rights and interests. The Occupational Safety and Health Committee of the Company is in accordance with the "Occupational Safety and Health Management Measures" to effectively prevent occupational accidents in various workplaces within the Company and promote the safety and hygiene of all colleagues and workers who apply the regulations of the Republic of China-Occupational Safety and Hygiene Law. The rules and regulations for the management of occupational safety and hygiene require supervisors at all levels and relevant personnel such as management, command, and supervision to implement the provisions of the regulations. The scope includes the following content for employees to follow:
-
(1) Occupational safety and health management and rights and responsibilities at all levels: The occupational safety and health team is set up in accordance with the provisions of the Occupational Safety and Health Act, to manage all occupational safety and health related affairs of the Company.
-
(2) Maintenance and inspection of equipment: This is to formulate automatic inspection control procedures and implement regular inspections, key inspections, and work inspections in accordance with laws and regulations. After being developed by the user unit and submitted to the Occupational Safety and Hygiene Organization for review, it will be implemented according to the plan.
-
(3) Work safety and health standards: It includes the general safety and health precautions, safety and health precautions in the workplace, hand tool operation precautions, precautions related to material storage and transportation operation safety, electrical, air compressor, mechanical processing, safety precautions got organic solvents operation, fire and explosion prevention precautions.
-
(4) Education and training: All workers must undergo at least three hours of safety and health training every three years. Moreover, they should undergo at least three hours of on-the-job training annually based on the job transfer or the needs of each department.
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(5) First aid and rescue: In case of any accidental injury at work, it should notify the first-aid personnel immediately. The injured personnel should be sent to the doctor for emergency medical treatment depending on the actual condition. In case of injury caused by special job, in addition to medical treatment and reporting to the management for handling, a written report should be prepared and submitted to the occupational safety and health team. The current lines for emergency are 110 and 119.
-
(6) Preparation, maintenance and use of protective equipment
-
(7) Accident reporting: When any injury occurs to the employee in the department at work, it should report to the supervisor immediately. The supervisor must report to the occupational safety and health team to grasp the disaster situation and track the progress within 24 hours. In case of major accident, the scene should be kept after the rescue, which should not be moved or destroyed without authorization. It facilitates the identification and inspection of the judicial authorities and labor inspection agencies. If a major disaster defined by laws occurs in the department, the occupational safety and health team should report to the local labor inspection agency within eight hours. In addition, the spokesperson of the Company is responsible for the press release. Occupational disasters in the department shall be investigated by the competent department and labor representatives. The occupational safety and health team shall collect the data and perform monthly analysis, as well as formulate preventive measures and report them to the General Manager for approval.
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4.5.2Explain if there is any loss caused by any labor disputes in the most recent year and as of the printing date of the annual report, and disclose the potential estimated amount and the measures taking at present and in the future. If reasonable estimation is not available, please state the fact of not being able to reasonably estimate:
-
Losses sustained due to labor disputes: None.
-
Labor inspection results found in violation of the Labor Standards Act: None.
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4.6 Cyber Security Management
4.6.1 The Company's Cyber security management framework, Cyber security policies, management plan and investments in resources for cyber security
1. Cyber security management framework
The Company’s IT department follows the information security’s internal control management measures and is responsible for implementation of various information security services. In 2022, the Company completed the implementation of the ISO 27001:2013 Information Security Management System (ISMS) and obtained certification. In 2025, it passed the ISO 27001:2022 revision verification (certificate valid for three years), continuously strengthening its information security management mechanism to ensure compliance with international standards. Therefore, a cross-departmental information security management committee was set up to coordinate the formulation of various information security policies related to the Company's overall information security, and to supervise the implementation and inspection of information security. A review meeting of information security management is held every year to report the effectiveness of information security managements, discuss information security-related issues, and make decisions on the future direction of the Company. Under the committee, there are three functional groups, namely "Information Security Maintenance and Response Team", "Information Security System Establishment and Implementation Team", and "Information Security Audit Team". Their respective responsibilities include various information security maintenance and emergency response processing, implementation of documents and system settings, and regular review of the company's information security implementation status.
2. Cyber security policy
To enhance the system of Company's information security managements is in implementation, effectively operated, supervised and managed, and carried out continuously, and to maintain confidentiality, integrity, availability, and legal compliance of important information systems. It formulates and promulgates the Company’s information security policies for employees to guide their daily works. This enables all employees to understand, implement and maintain, and ensure that all the important business data of the Company, the maintenance and operation of the information security communication system and network, and the security control of personnel and suppliers to comply with relevant information security standards, and achieve the goal of continuous operation of the Company's business. And to formulate quantitative indicators of information security performance, confirm the implementation status of the information security management system and whether the set information security objectives are achieved or not? The continuous improvement cycle mode: (Plan), (Do), (Check), and (Action) is used to ensure the effectiveness and continuity of the Company's overall information security.
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3. Specific management plan and resources invested in cyber security management
| Internet security | To strengthen firewall and network control and avoid network security threats To introduce various security technologies, and actively detect/scan host system security To strengthen external connection securitycontrol mechanism |
|---|---|
| Equipment safety |
To implement inventory of assets and equipment and equipment room access control Hosts are regularly patched and updated Centralized control of computer antivirus system of enterprises |
| Data security | To establish a backup and backup mechanism for important information systems, and carry out restoration drills on a regular basis. Permission application control and periodic review mechanism Operation, research and development of products and personal data security protection mechanisms, including the establishment of an independent and exclusive operatingenvironment. |
| Personnel safety | Newcomers sign confidentiality contract To implement internal staff information security education and training courses Periodic replacement of staff accountpassword |
| Supplier security | Information vendors sign information security confidentiality documents Remote log-in authoritycontrol for outsourced vendors |
| Application security |
Integrated development process and conduct security checks Specialpermission and management of usage rights |
| Education training |
To implement email social engineering drills and raise the awareness of information security of employees To regularly publicize the company's information security policy and safety precautions |
| Law to follow | In response to the requirements of relevant government laws and regulations, timely adjust the company's internal information security policies and measures |
4.6.2 Losses Related to Cyber Security for the Most Recent Year and Up To the
Publication Date of this Annual Report: None.
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4.7 Important Contracts
| Agreement | Counterparty | Period | Major Contents | Restrictions |
|---|---|---|---|---|
| Technical authorization |
Agilent Technologies Incorporated |
2002.07 |
Permanent |
Permanent authorization of IC empty solder inspection technology and electrolytic capacitor reverse inspection technology |
| Entrusted research plan |
National Pingtung University of Science and Technology |
2025/08/01 |
2026/07/31 |
2025 automatic optical inspection technology development |
| Contract | Lee Ming Construction Co., Ltd |
2021/06/07 | Lee Ming Construction is responsible for the new construction of Linkou Plant, Phase II. |
- |
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| Agreement | Counterparty | Period | Major Contents | Restrictions |
|---|---|---|---|---|
| Cooperative development |
Scientific Gear Service Co., Ltd. |
2022/10/05 | Image quality improvement plan |
1. Except with the written consent of both parties, neither party shall apply for registration of patent rights, copyrights or other intellectual property rights or other rights for the research and development results to any authority. 2. Before Test Research Inc. (TRI) obtains the authorization from the other party, TRI shall not manufacture the design drawings, actual equipment products, and production information obtained by reverse engineering without authorization, or modify it by itself or entrust its third party manufacturers to produce and develop products with the same or similar specifications. However, this does not apply if the other party fails to continue production or is slow in production. 3. Without the prior written consent of both parties, the rights and obligations in this contract shall not be transferred to anyother thirdparty. |
| Joint venture agreement |
2023/11/01 | Establishment of a joint venture company (i.e. OmniMeasure Technology Inc.). |
1. Confidential information shall not be reversely analyzed, leaked or delivered to any third party without the prior written consent of the other party. 2. Neither party may transfer the rights, interests or obligations in this contract to any third party without the prior written consent of the otherparty. |
|
| Industrial Technology | ||||
| Research Institute, Research Innovation Capital Corporation |
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| Agreement | Counterparty | Period | Major Contents | Restrictions |
|---|---|---|---|---|
| Investment agreement |
Research Innovation Capital Corporation, OmniMeasure Technology Inc. |
2024/03/26 | Participate in cash capital increase of OmniMeasure Technology Inc. |
1. Confidential information shall not be reversely analyzed, leaked or delivered to any third party without the prior written consent of the other party. 2. Neither party may transfer the rights, interests or obligations in this contract to any third party without the prior written consent of the otherparty. |
| Cooperation agreement |
Industrial Technology Research Institute (ITRI) |
2025/02/06 |
2027/02/05 |
Optical technology cooperation |
| Sale Contract | You Xiuying, Hua Nianping, Hua Xiaoping, Hua Yiping |
2025/09/18 | Purchase of real estate for office use. |
If the subject matter of the sale is rendered unpayable or severely damaged beyond repair due to natural disasters or accidents, both parties agree to terminate this contract unconditionally. |
| Cooperative Development |
MetAI Technology Co., Ltd. |
2025/09/26 | Collaborative development of optical module data |
Unless with the written consent of the other party, confidential information shall not be used, disclosed or provided to anythirdpartyfor its knowledge and use. |
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| Agreement | Counterparty | Period | Major Contents | Restrictions |
|---|---|---|---|---|
| Technical authorization |
Industrial Technology Research Institute (ITRI) |
2026/01/01 |
2027/12/31 |
Optical technology licensing |
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V. Review of Financial Conditions, Financial Performance, and Risk Management
5.1 Analysis of Financial Status
Analytical basis: the change rate is more than 20%, and the change amount is more than NTD$10 million.
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | |||
|---|---|---|---|---|
| Year Item |
2025 | 2024 | Difference | |
| Amount | % | |||
| Current Assets | 7,736,336 | 5,941,625 | 1,794,711 | 30.21 |
| Fixed Assets | 4,183,056 | 3,987,038 | 196,018 | 4.92 |
| Other Assets | 236,962 | 214,189 | 22,773 | 10.63 |
| Total Assets | 12,156,354 | 10,142,852 | 2,013,502 | 19.85 |
| Current Liabilities | 2,242,068 | 1,588,143 | 653,925 | 41.18 |
| Long-term Liabilities | 310,388 | 273,703 | 36,685 | 13.40 |
| Total Liabilities | 2,552,456 | 1,861,846 | 690,610 | 37.09 |
| Capital Stock | 2,362,160 | 2,362,160 | 0 | 0.00 |
| Capital Surplus | 70,742 | 53,290 | 17,452 | 32.75 |
| Retained Earnings | 7,199,058 | 5,899,320 | 1,299,738 | 22.03 |
| Other Equity Interest | (28,062) | (33,764) | 5,702 | (16.89) |
| Total Stockholders' Equity | 9,603,898 | 8,281,006 | 1,322,892 | 15.98 |
| 1. Analysis of changes in financial ratios: (1) The increase in current assets was due to the growth in revenue this period compared to the previous period, resulting in a greater increase in cash and bank deposits, accounts receivable and inventory. (2) The increase in current liabilities was due to an increase in accounts payable and notes payable resulting from active stockpiling of materials. (3) The increase in capital reserves was due to the increase in the net equity value of related companies recognized using the equity method. (4) The increase in retained earnings was due to the growth in revenue this period compared to the previous period. Effect of changes on the company’s future business: The Company’s business scope has not changed significantly. Future response actions:Not applicable. |
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5.2 Analysis of Financial Performance
Analytical basis: the change rate is more than 20%, and the change amount is more than NTD$10 million.
Unit: NT$ thousands
| Year Item |
2025 | 2024 | Difference | Difference |
|---|---|---|---|---|
| Amount | % | |||
| Net OperatingRevenue | 8,467,435 | 6,355,808 | 2,111,627 | 33.22 |
| OperatingCost | (3,526,681) | (2,571,758) | (954,923) | 37.13 |
| OperatingMargin | 4,940,754 | 3,784,050 | 1,156,704 | 30.57 |
| OperatingExpenses | (1,948,514) | (1,754,629) | (193,885) | 11.05 |
| OperatingProfit | 2,992,240 | 2,029,421 | 962,819 | 47.44 |
| Non-operatingIncome and Expense | 4,241 |
148,355 | (144,114) | (97.14) |
| Income Before Tax | 2,996,481 | 2,177,776 | 818,705 | 37.59 |
| Income Tax Expense | (517,802) | (341,148) | (176,654) | 51.78 |
| Current Period Net Profit | 2,478,679 | 1,836,628 | 642,051 | 34.96 |
| 1.Analysis of changes in financial ratios: (1)The increase in Net Operating Revenue, Operating Cost, Operating Margin, Operating Profit, Income Before Tax, Income Tax Expense and Current Period Net Profit was due to the increase in revenue of the current period compared with the previous period. (2)The decrease in Non-operating Income and Expense was due to the decrease of gain on foreign currency exchange. 2.The expected sales volume and its basis in next year, the possible impact on the company's future financial business and corresponding plan: please refer to the description of “to shareholder’s letter” |
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5.3 Analysis of Cash Flow
Cash Flow Analysis for the Current Year and the Coming Year:
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | ||||
|---|---|---|---|---|---|
| Cash and Cash Equivalents, Beginning of Year (1) |
Net Cash Flow from Operating Activities (2) |
Cash Outflow (3) |
Cash Surplus (Deficit) (1)+(2)-(3) |
Leverage of Cash Deficit | |
| Investment Plans |
Financing Plans | ||||
| 873,590 | 1,727,447 | 1,308,456 | 1,292,581 | - | - |
| 1. Analysis of change in cash flow in the current year: (1) Operating Activities:Mainly due to the company's operations. (2) Investing Activities:Mainly due to acquisition of fixed and intangible assets. (3) Financing Activities:Mainly due to distribution of cash dividends. 2. Improvement plan for insufficient liquidity: There is no liquidity insufficiency. 3. Cash liquidity analysis for the coming year: |
|||||
| Estimated Cash and Cash Equivalents, Beginning of Year (1) |
Estimated Net Cash Flow from Operating Activities (2) |
Estimated Cash Outflow (Inflow) (3) |
Cash Surplus (Deficit) (1)+(2)-(3) |
Leverage of Cash Surplus (Deficit) |
|
| Investment Plans |
Financing Plans | ||||
| 1,292,581 | 1,646,323 | 1,737,699 | 1,201,205 | - | - |
5.4 Major Capital Expenditure Items:
5.4.1 Major Capital Expenditure Items and Source of Capital: None.
5.4.2 Expected Benefits: None.
5.5 Investment Policy in the Last Year, Main Causes for Profits or Losses,
Improvement Plans and Investment Plans for the Coming Year
-
Investment Policy in the Last Year:
-
The Company's reinvestment policies in last year are to mainly expand the sales and service sites in Mainland China which are all 100% shareholding reinvestment companies. With the goal of getting close to customers for fast service, it can always grasp the customer needs and improve the competitiveness of the Company.
-
Main Causes for Profits or Losses:
-
The investment gian recognized based on the equity method in 2025 was NT$100,531 thousands. Due to (1) The annual revenue of four major product lines (AOI, SPI, X-RAY, and board testing ICT) reached record highs. (2) Revenue and profits in Taiwan and Southeast Asia regions grew significantly, with both reaching historical peaks. (3) Revenues from the server industry and network
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communications industry have also shown substantial growth. (4) New products were successfully commercialized, and product competitiveness continues to improve. (5) Maintaining close ties with customers and major international manufacturers has driven significant growth in revenue and profits throughout the year.
3. Improvement Plans :
The Company has been committed to improvements in product specifications, accuracy and quality and technological innovation of automation so as to keep in line with the inspection field with higher requirements and automation, and to ensure the driving force of the revenue growth in the future.
- Investment Plans for the Coming Year: None.
5.6 Analysis of Risk Management in the Most Recent Year and as of the Date of Publication of the Annual Report:
5.6.1 Analysis of Risk Management
1. Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures
(1) Interest rate
The Company’s annual interest gains and expenses of 2025 were NT$ 14,940 thousands and NT$ 2,466 thousands, accounting for 0.18% and 0.08% of the annual operating income and net profit before tax, respectively. The ratios were quite low. It is estimated that the changes in interest rate in the future won’t show significant influence on the overall operations and profit/ loss of the Company.
(2) Foreign exchange rates
The Company's annual exchange loss in 2025 was NT$ 46,911 thousands, which accounted for 0.55% and 1.57% of annual operating income and net profit before tax, respectively. The ratios were quite low. However, since the export accounted for a considerable proportion of the Company's revenue, changes in the exchange rate of the NT$ to the US$ may have an impact on the Company's profit and loss. Thus, the following response measures will be continuously implemented: The Finance Division regularly evaluates and analyzes the Company's overall risk positions and existing transactions undertaken in accordance with the international political and the existing transactions based on the international economic situation, including risk positions such as interest rate and exchange rate. The risk positions are avoided based on the conservative and stable principles, and the net position of natural hedging is taken as the hedging criteria.
(3) Inflation
The price of raw materials required by the company is stable, so the impact of short-term inflation situation does not currently have a significant impact on the Company’s profits and business operations.
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2. Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions:
The Company insists on the conservative and stable principles and is not engaged in any high-risk investments, highly leveraged investments, lending funds to other parties, endorsements, guarantees, or derivatives transactions. Moreover, according to the “Procedures for Lending Funds to Others”, “Procedures for Endorsement & Guarantee”, “Procedures for Conducting Derivative Transactions”, and “Procedures for the Acquisition or Disposal of Assets”, the above-mentioned items shall be subject to the related regulations and responsive measures, which shall be also regularly audited by the dedicated audit office. In the future, it will still strictly follow the related regulations, so as to guarantee the maximum benefits of the Company.
3. Future Research & Development Projects and Corresponding Budget
As for the research and development plan in the future, please refer to “V. Operational highlights” in this annual report. It is estimated that it will invest a total of NT$687,270 thousands as R&D expense in 2026.
4. Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales
In response to the amendments made by the competent authorities on corporate governance, Company Act and securities-related laws and regulations, the Company has cooperated with it, and it doesn’t show significant impact on the Company's financial operations currently.
5. Effects of and Response to Changes in Technology (including cyber security risk) and the Industry Relating to Corporate Finance and Sales: None.
6. The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures
The Company has always adhered to the professional and ethical operating principles, and attached great importance to corporate image and risk control. At present, there is no foreseeable crisis.
7. Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans: Not Applicable.
8. Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans: Not Applicable.
9. Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration
There is no risk associated with any consolidation of sales or purchasing operations. Please refer to “the List of customer accounting for more than 10% of the total sales in the most recent two years”.
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10. 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%
The directors of the Company or the majority shareholders who hold more than 10% of the Company had made no significant transfer or replacement of shares in 2025 and as of the annual report publication date.
11. Effects of, Risks Relating to and Response to the Changes in Management Rights: None.
12. Litigation or Non-litigation Matters
Litigious and non-litigious matters, the directors, supervisors, general managers and substantial principals of the Company, the shareholders with over 10% shareholdings and affiliated companies have been determined or are included in the lawsuit; non-litigation or administrative litigation results may have a significant effect on the Company’s shareholders’ equity or securities prices must be fully disclosed in detail and include the cost of litigation, date of commencement of proceedings, main litigants and the current situation as of the Annual Report publication date :
- (1) The former manager Jin-Yuan Lin and 15 other managers or employees of the Company were prosecuted by the Shilin District Prosecutor’s Office in Taiwan in 2019 for committing crimes such as breach of trust, the Securities and Exchange Act, the Trade Secrets Act, and the Copyright Act. A public prosecution was filed in the local court and is currently being heard by the Shilin District Court in Taiwan. In 2018, the Company filed a lawsuit with the Intellectual Property Court for joint and several compensations of NT$200 million for the civil liabilities involved by the above-mentioned persons. The first and second instance courts respectively ruled to reject the Company's lawsuit and the Company appealed to the Supreme Court. Later, the Supreme Court ruled on March 14, 2024 to abolish the original judgment and it is now under the trial of the Intellectual Property and Commercial Court. The Company will subsequently pursue litigation in accordance with the law to safeguard its rights and interests. This case has no significant adverse impact on the Company's financial status.
13. Other Major Risks: None.
14. The financial commodities (including the financial derivatives) that adopt hedging accounting, its hedging transaction category, goal, method, effectiveness and accounting handling: None.
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5.6.2 Organizational architecture of risk management:
Each operation risk of the Company is managed by the relevant department based on the nature of its business. The Audit Office will review the existing or potential risks of each operation, and then formulate and implement a risk-oriented annual audit plan. The management units for each risk are listed as below:
Global Sales Division: Responsible for business decision, marketing strategies, product promotion, learning market trend planning to reduce strategic and business operational risks.
Logistics Division: Responsible for the procurement operations at home and abroad. It
is also responsible for production scheduling, legal affairs, establishment and implementation of relevant management systems, as well as analysis and procedure design of application systems such as enterprise resource planning (ERP) to reduce risks for general operations, legal affairs and information security.
Finance Department: Responsible for finance, accounting operations, capital planning,
financial scheduling and utilization. It is also responsible for providing financial analysis and management reports to reduce financial risks.
5.7 Other Important Matters: None.
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VI. Special Disclosure
6.1 Summary of Affiliated Companies
Please refer to Market Observation Post System, [Website:
https://mops.twse.com.tw > Single Company > Electronic Document Download > Three-Book List for Related Companies], enter the company code, and query the related company information.
6.2 Private Placement Securities in the Most Recent Years: None.
6.3 Other Supplemental Information: None.
6.4 Matters, if any, that may affect shareholders' equity or securities price as defined in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act in the most recent year and as of the printing date of the annual report: None
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