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TSEC — Annual Report 2025
May 3, 2026
52564_rns_2026-05-03_3e7677b7-7d23-4ca0-95cb-c68cc121a2fd.pdf
Annual Report
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Stock Code: 6443

TSEC Corporation
The Annual Report, 2025

Printed on March 22, 2026
Inquiry for Annual Report/MOPS: http://mops.twse.com.tw
I. Name, Title, Telephone and Email of Spokesperson and Deputy Spokesperson
Spokesperson:
Name: Chiang, Zhi-Hao
Title: Vice President
Contact Number: (02)2912-2199
Email: [email protected]
Deputy Spokesperson
Name: Liao, Wei-Ran
Title: executive Director
Contact Number: (02) 2912-2199 Email: [email protected]
II. Address and Telephone of Headquarter, Subsidiaries, and Plants:
Headquarter:
Address: 8F, No. 225, Beixin Rd., Sec. 3, Xindian District, New Taipei City
Tel: (02) 2912-2199
Plants:
Address: No. 85, Guang Fu N. Rd., Hukou Country, Hsinchu County
Tel: (03) 696-0707
Address: No. 335-12, Daxi Rd., Pingtung City, Pingtung County
Tel: (08)753-6899
III. Name, Address, Website and Telephone of Institution for stock transfer
Name: Stock Affairs Agency Department, First Securities Inc.
Website: http://www.ftsi.com.tw/
Address: 5F, No. 22, Section 1, Chang'an East Road, Taipei City
Tel: (02)2563-5711
IV. Name, Accounting Firm, Address, Website and Telephone of CPAs on the Recent Year Financial Statements
Name of CPAs: Cheng-Chuan Yu and Meng-Kuei Yu.
Accounting Firm: Deloitte Taiwan
Address: 20F, No. 100, Sungren Rd., Xinyi District, Taipei City
Website: http://www.deloitte.com.tw
Tel: (02)2725-9988
V. Overseas Listings and Access to the Listing Information: None.
VI. Company Website: http://www.tsecpv.com/
Table of Contents
One. Letter to Shareholders ... 4
Two. Corporate Governance Report ... 11
I. Information on the Company's Directors, Supervisors, President, Assistant Presidents, Deputy Assistant Presidents, and the Supervisors of all the Company's Divisions and Branch Units ... 11
II. Remuneration Given to Directors, the Audit Committee, the General Manager, and Deputy General Managers in the Most Recent Year ... 24
III. Status of Corporate Governance ... 32
IV. Information on CPA Professional Fees ... 81
V. Information about Replacement of CPAs ... 82
VI. Name of Auditing Firm or Its Affiliates at Which the Company's Chairman, President, or Managers Responsible for Financial or Accounting Matters Was an Employee over the Past Year, His/ Her Position and Employment Period ... 83
VII. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests by a Director, Supervisor, Manager, or Shareholder with a Stake of More Than 10%, During the Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report ... 83
VIII. Relationship Information, if Among the Company's Top Ten Shareholders, Any One is a Related Party or a Relative within the Second Degree of Kinship of Another ... 83
IX. Companies, Company Directors, Supervisors, Managers and Businesses in Direct or Indirect Control by the Company, their Number of Shares of the Reinvested Businesses, and the Consolidated Calculation of the Comprehensive Shareholding Ratio ... 83
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Three. Information on Capital Raising Activities... 84
I. Capital and Shares... 84
II. Issuance of Corporate Bonds... 87
III. Issuance of Preferred Shares... 88
IV. Global Depositary Receipts... 89
V. Employee Share Option Certification... 89
VI. New Restricted Employee Shares... 89
VII. New Shares in Connection with Mergers or Acquisitions, or
Acquisitions of Shares of Other Companies... 89
VIII. Implementation of Capital Allocation Plans... 89
Four. Operation Overview... 98
I. Business... 98
II. Overview of Market and Production/Sales... 111
III. For the Most Recent 2 Fiscal Years up to the Annual Report
Publication Date, the Number of Employees, Average Years of
Service, Average Age, and Academic Background Distribution... 114
IV. Disbursements for Environmental Protection... 114
V. Labor Relations... 120
VI. Information Security Management... 123
VII. Important Contracts... 125
Five. Review and Analysis of Financial Position and Financial
Performance, and Risk Assessment... 126
I. Financial Position - Consolidated Financial Report... 126
II. Financial Performance - Consolidated Financial Report... 127
III. Cash Flow... 128
IV. The Effect Upon Financial Operations of any Major Capital
Expenditures During the Most Recent Fiscal Year... 128
V. The Reinvestment Policy for the Most Recent Fiscal Year, the
Main Reasons for the Profits/Losses Generated thereby, the Plan
for Improving Re-investment Profitability, and Investment Plans
for the Coming Year... 129
VI. Risk Management and Assessment... 130
VII. Other Important Matters... 137
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Six. Special Items to be Included ... 138
I. Information Related to the Company's Affiliates ... 138
II. Management of Private Placement Securities for the Year up to the Publication Date of the Annual Report ... 138
III. Holding or Disposal of Shares in the Company by the Company's Subsidiaries During the Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report ... 139
IV. Other Matters that Require Additional Explanation ... 139
Seven. Significant Events that Occurred in the Most Recent Fiscal Year and up to the Date of the Printing of the Annual Report as Defined by Article 36, Paragraph 3, Item 2 of the Securities and Exchange Act that may have a Substantial Impact on Shareholders' Equity or the Price of Securities ... 139
One. Letter to Shareholders
TSEC Corporation 2025 Business Report
I. 2025 Business Results
1. Achievement of business plan
TSEC has been deeply engaged in Taiwan’s solar energy industry for many years. In 2012, it expanded its product line from solar cells to solar module manufacturing, and currently operates the largest module production capacity in Taiwan. However, in recent years, following significant global capacity expansion in the solar industry, a clear oversupply situation has emerged in the market. Although global demand for green energy continues to grow, the imbalance between supply and demand has led major solar cell and module manufacturers worldwide, including the Company, to face operational losses.
Amid weak overall market demand and intense price competition, TSEC has implemented workforce reductions and operational cost control measures. Nevertheless, under conditions of insufficient capacity utilization, depreciation of fixed assets and the amortization of selling, general, administrative, and R&D expenses continue to exert pressure on operations. As a result, unit production costs have increased, leading to a further expansion of losses in 2025 compared to 2024. As a leading brand and capacity provider in Taiwan’s solar industry, the Company has actively undertaken a series of operational restructuring measures in response to rapid changes in global supply-demand dynamics, including adjustments to idle capacity and optimization of operational efficiency.
These operational adjustments reflect not only the drastic changes in global competition, but also the impact of transitional adjustments in Taiwan’s energy policies over the past two years, which have temporarily weakened domestic market demand. In addition, the influx of low-priced imported products has created downward pressure on local prices. Under the combined influence of these factors, the Company’s total shipment volume in 2025 decreased by approximately 48% compared to 2024. As global supply and demand gradually rebalance, the Company will continue to actively expand into overseas niche markets, extending its market presence to regions such as the United States, Japan, and Australia. At the same time, in alignment with domestic energy policies, TSEC will extend its products and services into downstream green energy engineering development and system integration, thereby establishing a more comprehensive industry value chain to enhance operational resilience and support diversified market growth.
Below is an analysis of the Company's 2025 operational strategy performance:
(1) Expansion into International Markets
In response to market adjustments in Taiwan’s green energy industry during the transition between old and new energy policies, the Company has actively pursued overseas market expansion to diversify risks associated with reliance on a single market. Among these, Japan is currently a key target market. In recent years, Japanese customers have demonstrated strong trust in the quality and supply stability of
Taiwanese solar manufacturers, and there is a growing preference for collaboration with Taiwanese suppliers, creating significant market opportunities for the Company.
However, market entry in Japan emphasizes long-term partnerships and trust, requiring extended time for customer development. Once established, such relationships tend to be stable and long-lasting, forming reliable sales channels. Therefore, Japan will remain a key focus in the Company's overseas expansion strategy.
In addition, the Company continues to evaluate and develop opportunities in other overseas markets, particularly in niche solar cell products with differentiated competitive advantages. Compared to standardized products used in large-scale ground-mounted power plants, niche products typically face less competition and offer better pricing and profit margins. The Company is also engaging with downstream system integrators and module manufacturers in the U.S. market. However, future development will depend on U.S. government policies regarding transshipment or smuggling of low-cost foreign products, which may influence the pace of market expansion.
(2) Full Implementation of TOPCon Technology in 2025
From a product strategy perspective, both domestic and international markets are now primarily driven by advanced TOPCon (Tunnel Oxide Passivated Contact) solar cell and module technologies. The Company has adopted TOPCon products as its core offering and continues to enhance competitiveness and market acceptance through technological optimization. Over the medium to long term, the Company aims to establish stable and diversified partnerships with international customers and further expand its operational footprint.
(3) Financial Improvement Strategies and Results
Reduction of Financing Costs
Due to limited profitability in 2025, there was restricted room for negotiating lower borrowing rates with banks. However, through effective financing management, interest expenses decreased by approximately 14.5% compared to the previous year.
Stabilization of Debt Ratio
As of 2025, the Company's debt ratio stood at 45%, primarily due to inventory write-downs and impairment of fixed assets, which significantly reduced total assets compared to the previous year. Nevertheless, total bank borrowings decreased by approximately 13.9% year-over-year, indicating a still reasonable level of financial leverage.
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Budget Execution Situation: According to current legal regulations, the Company does not disclose its financial budget figures for 2026.
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Financial income and expenses and profitability analysis (IFRS)
(1) Financial income
Unit: NT$ Thousand
| Item\Year | 2024 | 2025 |
|---|---|---|
| Pre-tax net income | (598,275) | (2,949,994) |
| Net cash generated by operating activities | 712,253 | 311,187 |
| Net cash used in investing activities | (628,506) | 25,287 |
| Net cash flow from financing activities | (656,633) | (348,287) |
| Effect of exchange rate changes on cash and cash equivalents | 714 | 1,143 |
| Net cash inflows (outflows) of cash and cash equivalents | (572,172) | (10,670) |
| Opening balance of cash and cash equivalents | 1,194,354 | 622,182 |
| Cash and cash equivalents, end of period | 622,182 | 611,512 |
(2) Profitability analysis
Unit: %
| Item\Year | 2024 | 2025 |
|---|---|---|
| Return on Total Assets | (4.96) | (37.15) |
| Return on shareholders' equity | (8.29) | (61.08) |
| Operating income to paid-in capital ratio | (11.34) | (56.03) |
| Net Margin | (13.30) | (175.28) |
| After-tax earnings per share (NT$) | (1.17) | (6.24) |
- Status of research and development
Since 2013, Taiwan's Ministry of Economic Affairs (Energy Administration) has organized the "Golden Energy Award for High-Quality Solar PV Products." The Company has received this award for 13 consecutive years, demonstrating its continued leadership in product quality and technological capability within Taiwan's solar industry.
To meet domestic VPC (Voluntary Product Certification) requirements, the Company continues to enhance the mass production quality of monocrystalline N-type TOPCon cells. While maintaining a balance between conversion efficiency and yield rate, it actively optimizes processes and technologies to achieve optimal production conditions and reduce overall costs. In addition, the Company has introduced Multi-Busbar (MBB) technology to reduce current transmission losses and improve cell output efficiency.
In product development, the Company is actively expanding into diversified niche solar cell products. This includes the introduction of large-size N-type cell technology and development of M10-size cells to increase output per cell and module. For module products, configurations such as 108, 120, 132, and 144 half-cell M10 modules have been developed using new bifacial materials and optimized encapsulation processes to improve both packaging quality and power generation efficiency.
The Company is also closely monitoring next-generation solar technologies, including heterojunction (HJT) cells and perovskite 2T and 4T tandem modules, and has initiated feasibility studies and R&D planning to establish a foundation for future technological advancement.
II. Summary of 2026 Operating Plan
- Business Guidelines
Looking ahead to 2026, the global solar market is expected to undergo structural adjustments, with some regions experiencing slower growth or temporary decline. However, driven by global energy transition and decarbonization policies, the solar industry is expected to maintain long-term growth momentum. Under this competitive landscape, the traditional model based on large-scale capacity expansion is no longer a key advantage for Taiwanese manufacturers. Instead, TSEC will focus on high-quality, small-batch, customized production with stringent quality control to develop niche product lines.
In the past, TSEC's sales structure was primarily focused on the Taiwanese module market, with domestic demand accounting for over 90% of total sales. However, in recent years, with the changing domestic and international market environments, the market demand structure has gradually shifted from being dominated by domestic module demand to an increase in overseas battery product demand. In response to this trend, the company's future operating strategy will be flexibly adjusted in line with international market trends. While continuing to deepen its presence in the domestic module market and invest in downstream projects, the company will also actively expand overseas product sales, particularly in the Japanese and American markets, to reduce the risk of dependence on a single product or market and strengthen the company's long-term stable development.
As the largest manufacturer of solar photovoltaic products in Taiwan, TSEC has set six major operational goals for 2026, including marketing, production, procurement, quality, R&D, and finance, and is working with all employees to achieve these goals.
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Expected sales and its basis: The Company has does not disclose the 2026 financial forecasts.
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Important manufacturing and sales policies
(1) Streamline labor costs and optimize existing production capacity.
In 2025, TSEC will streamline idle assets and eliminate existing production capacity, fully implement the TOPCon process, and adjust its battery production capacity to 1GW per year. At the same time, it will implement a reduction of about 50% of its personnel to adapt to the adjustment of domestic market demand. In the future, when expanding into overseas markets, in addition to general battery and module products, it will focus on niche products as the main development direction. Therefore, large-scale production capacity will no longer be the main competitive factor. Instead, the company will rely on niche product strategies and mastering specific friendly markets as an important foundation for its long-term development and stable operation.
(2) Continuously improve TOPCon battery conversion efficiency and commercial yield.
While the power generation efficiency of a module is influenced by the selection of materials such as glass and backsheet, its core efficiency still primarily depends on the conversion efficiency of the TOPCon battery. In 2023, the average conversion efficiency of TOPCon batteries was approximately 24.8%, and with continuous improvements in process technology and mass production capabilities, it has
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increased to approximately 25.2% by 2025. It is projected that through production line optimization and further improvements in product performance, the average conversion efficiency will reach approximately 25.5% in 2026. This continued improvement in battery efficiency will help increase the overall output power of the module and enhance product competitiveness, bringing significant positive benefits to the company's revenue growth and unit cost reduction.
(3) Implement procurement negotiations to reduce production costs.
Since obtaining VPC certification in January 2026, our company has fully implemented double-glass modules, which reduces material costs per watt by approximately 5% compared to the previous single-glass modules, significantly lowering our module costs. Furthermore, our procurement will continue to implement the "inquiry, comparison, and negotiation" principles. At the end of each quarter, factory and procurement unit managers will review the cost and yield of materials procured for the following quarter, comparing the unit prices and supply quality of key materials from each quarter. This not only effectively reduces costs but also exerts healthy negotiating pressure on excellent suppliers.
(4) Actively develop customers in the U.S. and Japan and grasp the opportunities of overseas expansion
The US and Japanese markets have long been key overseas markets for our company. In recent years, changes in tariff policies and trade relations among China, the US, and Japan have led to adjustments in the global solar energy supply chain, providing Taiwanese manufacturers with further opportunities to penetrate these two major markets. Compared to the past, Taiwanese manufacturers have significantly improved their development opportunities in the US and Japanese markets due to their advantages in product quality, supply chain reliability, and geopolitical factors. However, regarding the US market, it remains crucial to continuously monitor the Trump administration's trade policies and the intensity of its crackdown on low-priced overseas products imported through third-party transshipment or smuggling. The strength of policy enforcement will have a certain impact on the speed and scale of market expansion. Overall, given the current changing international trade environment, Taiwanese manufacturers have significantly more opportunities to enter the US and Japanese markets than in the past.
(5) Strengthen risk control to ensure profitability
The deteriorating relationship between the US and China has made the overall economic environment in Asia even more turbulent. Various industries, including solar power, have also sold their inventories at low prices in exchange for cash to survive. As a result, overseas module inventories have soared. In addition to the need for procurement and financial departments to pay attention to the changes in costs and exchange rates in the supply chain, sales departments must pay attention to changes in the market when placing orders. In particular, the dumping of overseas imported modules at low prices in Taiwan requires consistent countermeasures. The education and training of marketing and sales units must be further strengthened.
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III. Future Development Strategies
TSEC will continue to focus on product quality and lean management, while diversifying into areas such as solar power plants, communications applications, energy storage systems, and geothermal energy development. In addition to its existing solar cell and module products, the company will gradually expand into related fields such as solar power generation at solar farms, communication applications, energy storage systems, and geothermal energy development. This is a key development direction for the company's medium- to long-term product and industry layout, aiming to strengthen its overall energy business and enhance operational resilience. Regarding corporate governance and sustainable development, as the international market increasingly emphasizes ESG (Environmental, Social, and Governance) issues, the company will continue to implement relevant corporate governance policies, strengthen operational management efficiency, and deepen its corporate governance culture, with the goal of maintaining a corporate governance rating of at least Level 2. Simultaneously, the company will gradually establish carbon risk and carbon asset management systems to respond to the global trend towards carbon neutrality. In the future, a complete mechanism for inventorying, querying, reducing and offsetting the carbon footprint generated by various related units, products and services will be established. Through institutionalized management and continuous improvement, low-carbon operations will be promoted and sustainable development of enterprises and the environment will be facilitated.
IV. Impact of the Competitive Environment, Regulatory Environment, and Macroeconomic Environment
After the presidential elections in Taiwan and the United States in 2025, the changes in green energy policies have been too significant, leading the overall industry into a winter period. Other major aspects include the aggressive importation of overseas modules and the rapid geopolitical changes affecting Taiwan-made products. The relevant analysis is carried out as follows:
- Competition from imports of modules made overseas
The government launched the optoelectronic pioneer VPC program in 2016, providing a protective umbrella for photovoltaic and batteries, effectively preventing overseas manufacturers from entering the Taiwanese market through unfair competition. However, due to the gaps in domestic policies that accelerated the opening for the import of low-price modules with inconsistent quality, even though domestic manufacturing quality and reputation are better, they are still unable to compete with the inferior and unguaranteed imported products, making this VPC certification weaker than in previous years.
- The rapid geopolitical changes affecting Taiwan-made products.
Because Taiwan is located in an important region in the Asia Pacific, the war between China and the United States has many aspects, from politics, military to economics, on Taiwan, and the sales of solar energy products are no exception. In addition to the U.S. anti-circumvention investigations in Southeast Asia, which is conducive to giving Taiwanese manufacturers an opportunity to sell to the U.S. market, Japan's uneasy tie in history with China has also surfaced. Even Japanese businesses that used to rely on Chinese products are turning to Taiwanese manufacturers for cooperation.
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V. Conclusion
For 2026, the Company will continue to make every effort to increase its domestic market share of modules and continue to develop project sites to meet domestic demand. It also plans to expand into the overseas market, to meet the expectations of all shareholders.
Our best wishes to all of our valued shareholders.
TSEC Corporation
Chairman: Wei Jen Investment Co Ltd.
Representative: Liao, Kuo-Ron
General Manager: Cheng-Yeh, Yu
Accounting Manager: Chang, Wei-Che
March 4, 2026
Two. Corporate Governance Report
I. Information on the Company's Directors, Supervisors, President, Assistant Presidents, Deputy Assistant Presidents, and the Supervisors of all the Company's Divisions and Branch Units
(1) Directors and Supervisors
- Information on Directors and Supervisors
March 24, 2026; Shares; %
| Title | Nationality or place of registration | Name | Gender/Age | Date of election or inauguration | Term | Date when first elected | Shareholding when elected | Current shareholding | Shareholding of spouses and children of minor age | Shareholding through nominees | Major education and industry background | Concurrent positions in the Company and its subsidiaries | Other department heads, directors, or supervisors who are the spouse or a relative within the second degree of Liquidity | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of preferred stock shares | Shareholding ratio (%) | Number of preferred stock shares | Shareholding ratio (%) | Number of preferred stock shares | Shareholding ratio (%) | Number of preferred stock shares | Shareholding ratio (%) | Title | Name | Relationship | ||||||||||
| Chairman | Republic of China | Wei Jen Investment Co Ltd. | - | 2024.05.23 | 3 years | 2010.10.12 | 4,525,538 | 1.02% | 2,796,617 | 0.52% | - | - | - | - | MBA, University of Tennessee President, Gintsch Energy Corporation Chairman, Hesen Corporation, Vice President, CITI and ABN AMRO | Independent Director of AURORA Corporation, Director of Yaikawa Electric Corporation, Director of Wei-Ren Investment Corporation, Chairman of Hoku Energy Development Corporation, Chairman of Hou Chang Energy Corporation, Chairman of Heng Yang Energy Corporation, Chairman of Heng Li Energy Corporation, Chairman of Yong Li Energy Chairman of Yujing Geothermal Development Co., Ltd. Chairman of Yun Sheng Optoelectronics Corporation, Chairman of Yuan Jin Chuang Neng Corporation. | Director Representative | Liao, Wei-Run | Father-son | - |
| - | - | - | - | - | - | - | - | |||||||||||||
| Republic of China | Representative: Liao, Kao-Ron | Male 71~80 | 728,557 | 0.16% | 7,524 | 0.00% | 5,789 | 0.00% | - | |||||||||||
| - | - | - | - | - | - | - | ||||||||||||||
| Director | Republic of China | An Chuang Industrial Corporation | - | 2024.05.23 | 3 years | 2011.06.30 | 43,099 | 0.01% | 47,963 | 0.01% | - | - | - | - | Master's Degree, New York State University Deputy Assistant President, DBS Deputy Assistant President, Standard Charter Deputy Assistant President, ABN AMRO | Director of Wei-Ren Investment Corporation, Chairman of Yaikawa Electric Corporation, Director of Yuan Yu Solar Corporation, Director of Hon Chang Energy Corporation, Director of Heng Li Energy Corporation, Director of Heng Yong Energy Corporation, Director of Yong Li Energy Corporation, Director of Yan Sheng Optoelectronics Corporation, Chairman of Yujing Geothermal Development Co., Ltd. Director of Yuan Jin Chuang Neng Corporation, Fengxin Senyang Solar Energy Corporation. Director of Simultaneous Corporation, Director of Yu Sheng Chuang Neng Co., Ltd., Chairman of Jin Jing Electric Power Co., Ltd. | Director Representative | Liao, Kao-Ron | Father-son | - |
| - | - | - | - | - | - | - | - | |||||||||||||
| Republic of China | Representative: Liao, Wei-Run | Male 41~50 | 290,623 | 0.06% | 100,588 | 0.02% | 5,264 | 0.00% | ||||||||||||
| - | - | - | - | - | - | - | ||||||||||||||
| Director | Republic of China | Cheng Hai Investment Corporation | - | 2024.05.23 | 3 years | 2013.06.20 | 1,762,919 | 0.40% | 1,435,338 | 0.27% | - | - | - | - | EMBA, National Taiwan University | President, Formosan Rubber Group Inc.; Director, Cheng Hei Investment Corporation; Chairman, Rurife Development Co., Ltd.; Director Rurife Investment Co., Ltd.; Director, Shanciajan Joint Venture Co., Ltd.; Director, Rurife International Co., Ltd.; Director, Yu Ji Venture Capital Corporation | - | - | - | - |
| - | - | - | - | - | - | - | - | |||||||||||||
| Republic of China | Representative: Hsu, Cheng-Ji | Male 61~70 | - | - | - | - | - | - | - | |||||||||||
| - | - | - | - | - | - | - | ||||||||||||||
| Director | Republic of China | Yu Sheng Energy Corporation | - | 2024.05.23 | 3 years | 2021.04.07 | 20,000 | 0.00% | 720,000 | 0.13% | 0 | 0.00% | - | - | Bachelor from Tamkang University, Production Division Director of Housheng Corporation, Marketing Division Director, Associate Manager of Sovel Corporation, Project Manager, Audit Manager, Advisor, Formosan Rubber Group Inc. | Chairman, Yu Sheng Energy Corporation | - | - | - | - |
| 17,684,210 | 68.29% | 17,684,210 | 68.29% | 0 | 0.00% | - | - | |||||||||||||
| Republic of China | Representative: Liu, Weng-Cheng | Male 61~70 | - | - | - | - | - | - | - | |||||||||||
| - | - | - | - | - | - | - |
| Title | Nationality or place of registration | Name | Gender/Age | Date of election or inauguration | Term | Date when first elected | Shareholding when elected | Current shareholding | Shareholding of spouses and children of minor age | Shareholding through nominees | Major education and industry background | Concurrent positions in the Company and in subsidiaries | Other department heads, directors, or supervisors who are the spouse or a relative within the second degree of kinship | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of preferred stock shares | Shareholding ratio (%) | Number of preferred stock shares | Shareholding ratio (%) | Number of preferred stock shares | Shareholding ratio (%) | Number of preferred stock shares | Shareholding ratio (%) | Title | Name | Relationship | ||||||||||
| Director | Republic of China | National Development Fund Management Committee of the Executive Yuan | - | 2024.05.23 | 3 years | 2022.06.09 | - | - | 926,817 | 0.17% | - | - | - | - | Ph.D., Department of Agricultural Economics, National Taiwan University Director, Taiwan Carbon Exchange Secretary-General and Director, Taiwan Association for Environmental and Resource Economics (TAERE) Director, Asian Association for Environmental and Resource Economics Supervisor, Energy Economics Society of the Republic of China Supervisor, Taiwan Rural Economics Association Joint and Adjunct Faculty Member, National Taiwan University, National Tsing Hua University, and Tamkang University | Researcher and Director, Energy and Environment Research Center, Chung-Hua Institute of Economic Research Researcher and Deputy Director, Green Economy Research Center, Chung-Hua Institute of Economic Research | - | |||
| 8,210,526 | 31.71% | 8,210,526 | 31.71% | - | - | - | - | |||||||||||||
| Republic of China | Representative: Liou, Jo-Liang (Note 1:) | Male 41~50 | - | - | - | - | - | - | - | |||||||||||
| - | - | - | - | - | - | - | ||||||||||||||
| - | - | - | - | - | - | - | ||||||||||||||
| Republic of China | Representative: Kang, Ming-Hsin (Note 1:) | Male 51~60 | - | - | - | - | - | - | - | - | - | - | Director of Economics, National Chung Hsing University Associate Dean, Taiwan Institute of Economic Research Chairman, National Development Council Deputy Minister, Ministry of Economic Affairs Cabinet Minister, Executive Yuan Chairman, National Development Committee Convener, National Development Fund Management Committee of the Executive Yuan Representative Director, Taiwan Semiconductor Manufacturing Co., Ltd. | Representative Director of Vanguard International Semiconductor Corporation Secretary-General of the Executive Yuan | - | |||||
| - | - | - | - | - | - | - | ||||||||||||||
| Independent Director | Republic of China | Lin, Gu-Tong | Male 61~70 | 2024.05.23 | 3 years | 2019.03.29 | - | - | - | - | 440,373 | 0.09% | - | - | MBA, University of Tennessee Chairman, Deloitte Taiwan | Independent Director, TABEX, INC.; Independent Director, Yi Shin Textile Industrial Co., Ltd.; Independent Director, INNOPHARMAX INC. | - | |||
| - | - | - | - | - | - | - | ||||||||||||||
| Independent Director | Republic of China | Cheng, Hsien-Chih | Male 61~70 | 2024.05.23 | 3 years | 2022.06.09 | - | - | - | - | - | - | - | National Cheng Kieng University President of Asia Technology Co., Ltd. President of DuPont Electronics & Communications Business Unit, Greater China Global President of Microcircuit Materials Division Chairman of Taiwan Branch | Independent Director of TangSun Chemical Corporation, Chairman of Y.S. Investments Corporation, Director of Fine Dimensions Innovation Company, Fubon Energy Corporation. | - | ||||
| - | - | - | - | - | - | - | ||||||||||||||
| Independent Director | Republic of China | Shen, Chien-Ju | Female 41~50 | 2024.05.23 | 3 years | 2022.06.09 | - | - | - | - | - | - | - | National Taiwan University Business Manager for Southeast Asia and Taiwan at DuPont Taiwan Limited, an American company DuPont, and responsible for the Asia-Pacific region at CHASM Advanced Materials Co. Ltd. | Supervisor of Qingyu International Co., Ltd. Principal, JSS Biotech Co., Ltd. | |||||
| - | - | - | - | - | - | - |
Note 1: On September 1, 2015, Mr. Gong Mingxin, the legal representative of the company, resigned. On September 18, 2015, Mr. Liu Zheliang was appointed as the legal representative of the company.
- Major Shareholders of Juridical Person Shareholders:
March 24, 2026; Shares; %
| Name of juridical person shareholder | Major shareholders of juridical person shareholder | Shareholding proportion |
|---|---|---|
| Wei Jen Investment Co Ltd. | Liao-Wang, Li-Hui | 43% |
| Chien, Shu-Yin | 0.5% | |
| Liao, Wei-Ran | 23% | |
| Liao, Wei-Ren | 23.5% | |
| Liao, Pei-Lun | 10% | |
| An Chuang Industrial Corporation | Liao, Wei-Ran | 99.00% |
| Liao, Wei-Ren | 1.00% | |
| Yu Sheng Energy Corporation | Holdgood Energy Co., Ltd. | 49.64% |
| Brave C&H Supply Co., Ltd | 19.00% | |
| Giga Solar Material Corporation | 14.25% | |
| Gigastorage Corporation | 11.88% | |
| Engtown Construction Corporation | 2.85% | |
| Cheng Hsi Investment Corporation | 2.38% | |
| Cheng Hsi Investment Corporation | Yang, Hsun-Wen | 49.85% |
| Hsu Cheng-Chi | 49.85% | |
| Hsu, Ju-I | 0.15% | |
| Hsu, Cheng-Hsi | 0.15% | |
| National Development Fund Management Committee of the Executive Yuan | (Not applicable) |
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- Major Shareholders of Corporate Shareholders Whose Major Shareholders are Corporate Shareholders:
March 31, 2026; Shares; %
| Name of the juristic person | Major shareholder of corporation |
|---|---|
| Holdgood Energy Co., Ltd. | Wei Jen Investment Co Ltd. 52.51%; TSEC Corporation 45.49%; Liao-Wang, Li-Hui 1.26%; Chien, Shu-Ying 0.22%; He, Hao 0.18%; Liu, Li-Ping 0.1%; Chiang, Chih Hao 0.07% |
| Brave C&H Supply Co., Ltd | Chen Gan-Fu 4.34%, Tsai Fu-Te 4.01%, Chang Yu Industrial Co., Ltd. 2.43%, Yu Bai-Tang 2.21%, Jin Cheng Co., Ltd. 1.89%, Long Bang Co., Ltd. 1.82%, CTBC Bank Custodial Restricted Stock Trust Account with Voting Rights and Dividend Distribution Rights for Employees of Warehouse Co., Ltd. 1.68%, Weihong International Enterprise Co., Ltd. 1.64%, Zhong Rui-Jiao 1.42%, Tsai Chao-Ting 1.35% |
| Giga Solar Material Corporation | Taiwan Glass Ind. Corp. 38.07%, Hung Yang Venture Capital Co., Ltd. 10.08%, Teng Xi Investment Co., Ltd. 5.1%, Hanxin Investment Co., Ltd. 1.19%, Lin Yu-Ye 0.98%, Tang Hong-De 0.75%, Tzeng Chun-Sheng 0.60%, Standard Chartered International Commercial Bank Business Branch Custodian Mizuho Securities Co., Ltd. Investment Account 0.60%, JPMorgan Chase Bank, Taipei Branch Custodian for Advanced Light Source Fund Company's Series Fund Advanced Global Comprehensive Stock Index Fund Investment Account 0.52%, JPMorgan Chase Bank, Taipei Branch Custodian for Vanguard Group Inc. Manager Vanguard Emerging Markets Stock Index Fund Investment Account 0.52% |
| Gigastorage Corporation | Chen Ji-Ming 3.96%, Chen Su-Hui 2.58%, Wei Shan Investment Co., Ltd. 2.58%, Li Shu-Hui 1.37%, JPMorgan Chase Bank, Taipei Branch Custodian for Vanguard Group Inc. Manager Vanguard Emerging Markets Stock Index Fund Investment Account 1.28%, Li Shu-Hui 1.27%, JPMorgan Chase Bank, Taipei Branch Custodian for Advanced Light Source Fund Company's Series Fund Advanced Global Comprehensive Stock Index Fund 1.25%, Wu Xi-Kun 1.25%, Gu Dong-Wen 1.09%, Chuang-Yi Energy Technology Co., Ltd. 1.09%, Chen Min-Min 0.95% |
| Engtown Construction Corporation | Kun-Rong Lin 26%, Jui-Yen Liu 24.5%, Yi-Chen Lin 17.7%, Yi-Ting Liu 15%, Yun-Lan Ding 11%, Man-Tang Lin 0.3%, Pao-Chu Chan 5.5% |
| Cheng Hsi Investment Corporation | Hsu Cheng-Chi 49.85%; Yang, Hsun-Wen 49.85%; Hsu, Ju-I 0.15%; Hsu, Cheng-Hsi 0.15% |
- Disclosure of Professionalism of Directors and Supervisors and Independence of Independent Directors:
| Name | Professional qualifications and experience | Independence Situation (Note 1) | Number of other companies in which they are also concurrently serving as an independent director. |
|---|---|---|---|
| Liao, Kuo-Ron (Chairman) | Graduated with a Master of Business Administration degree from the University of Tennessee; possesses over five years of relevant work experience in corporate operations; currently serves as the Chairman of the Board of Directors of this company. | ||
| President, Gintech Energy Corporation | |||
| Chairman, Huxen Corporation. | |||
| Vice President, CITI and ABN AMRO | (3)(4)(5)(6)(7)(8)(9)(11) | 1 | |
| Liao, Wei-Ran (Director) | Graduated with a Master's degree from New York State University, USA. Has over five years of relevant work experience in corporate operations and currently serves as the company's Senior Vice President. | ||
| Deputy Assistant President, DBS | |||
| Deputy Assistant President, Standard Charter | |||
| Deputy Assistant President, ABN AMRO | (3)(4)(5)(6)(7)(8)(9)(11) | 0 | |
| Liu, Weng-Cheng (Director) | Graduated from Tamkang University; possesses over five years of relevant work experience required for corporate operations. | ||
| Currently serving as the Chairman of the Board of Directors of Yusheng Energy Co., Ltd. | |||
| Chairman, Yu Sheng Energy Corporation | |||
| Chief of Production Business Department and Marketing Department, Formosan Rubber Group Inc. | |||
| Deputy Assistant President, Head of Project, Audit Head, Xiwei Optoelectronics Co., Ltd. | |||
| Advisor, Formosan Rubber Group Inc. | (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11) | 0 | |
| Hsu Cheng-Chi (Director) | Graduated from National Taiwan University EMBA program; possesses over five years of relevant work experience in corporate operations. | ||
| Currently serving as a director and general manager of Hopson Development Holdings Limited. | |||
| Director of Chengxi Investment Co., Ltd. | |||
| Chairman of Ruifu Development Co., Ltd. | |||
| Director of Ruifu Investment Co., Ltd. | |||
| Director of Ruifu International Co., Ltd. | |||
| Director of Yuji Venture Capital Co., Ltd. | (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11) | 0 | |
| Liou, Je-Liang (Director) | Graduated with a PhD in Agricultural Economics from National Taiwan University; possesses over five years of relevant work experience in corporate operations. | ||
| Currently serving as a researcher and director of the Energy and Environment Research Center at the Chung-Hua Institution for Economic Research, and a researcher and deputy director of the Green Economy Research Center at the Chung-Hua Institution for Economic Research. | |||
| Director, Taiwan Carbon Exchange Secretary-General and Director, Taiwan Association for Environmental and Resource Economics (TAERE) | |||
| Director, Asian Association for Environmental and Resource Economics Supervisor, Energy Economics Society of the Republic of China Supervisor, Taiwan Rural Economics Association Joint and Adjunct Faculty Member, National Taiwan University, National Tsing Hua University, and Tamkang University | (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11) | 0 |
| Conditions Name | Professional qualifications and experience | Independence Situation (Note 1) | Number of other companies in which they are also concurrently serving as an independent director. |
|---|---|---|---|
| Lin, Gu-Tong { Independent Director} | Graduated with a Master of Business Administration from the University of Tennessee and a Bachelor of Accounting from National Chengchi University. Has over five years of relevant work experience in corporate operations. Holding a certified public accountant license, formerly served as Chairman of Deloitte Touche Tohmatsu Certified Public Accountants. Independent Director, E-Hsin Industrial Co., Ltd. Independent Director, InHua Biotech Pharmaceutical Co., Ltd. | (1)(2)(3)(4) (5)(6)(7)(8) (9)(10)(11) (12) | 2 |
| Cheng, Hsien-Chih (Independent Director) | Graduated from National Cheng Kung University; possesses over five years of relevant work experience required for corporate operations. Currently serving as an Independent Director of Donglian Chemical Co., Ltd. President of Yake Technology Co., Ltd. President of DuPont Electronics & Communications Business Unit, Greater China Global President of Microcircuit Materials Division Chairman of Taiwan Branch Independent Director of Xufu Pharmaceutical Technology Co., Ltd. Supervisor of Xiangyi Pharmaceutical Co., Ltd. | (1)(2)(3)(4) (5)(6)(7)(8) (9)(10)(11) (12) | 1 |
| Shen, Chien-Ju (Independent Director) | Graduated with a Master's degree in Chemical Engineering from National Taiwan University; possesses over five years of relevant work experience in corporate operations. Currently serving as the Asia-Pacific Head of CHASM Advanced Materials Co., Ltd. (USA) and the Southeast Asia and Taiwan Business Manager of DuPont Taiwan Co., Ltd. (USA). | (1)(2)(3)(4) (5)(6)(7)(8) (9)(10)(11) (12) | 0 |
Note: Upon investigation, none of the Company's directors currently fall under any of the circumstances described in Article 30 of the Companies Act.
Note 1: When any of the following conditions is met for each director during the 2 years prior to and during their tenure.
(1) Not employed by the Company or any of its affiliated companies.
(2) Not a director or supervisor of the Company or any of its affiliated companies (this restriction does not apply to concurrent independent director positions in the Company, its parent Company, subsidiary, or another subsidiary of the parent that are compliant with Securities and Exchange Act or local laws).
(3) Does not hold more than $1\%$ of the Company's outstanding shares in their own names or under the name of their spouse, underage children, or proxy shareholder; nor is a top-10 natural-person shareholder of the Company.
(4) Not a manager listed in (1), or a spouse, second-degree relative or closer or third-degree direct relative or closer to any personnel listed in (2) or (3).
(5) Not a director, supervisor, or employee of any corporate shareholder that: 1. holds $5\%$ or more of the Company's outstanding shares; 2. is a top-5 shareholder; or appoints a director/supervisor representative in the Company according to Paragraph 1 or 2, Article 27 of the Company Act. (This excludes concurrent independent director positions held within the Company and its parent/subsidiary, or in other subsidiaries of the parent Company that are compliant with the Act or local laws).
(6) Not a director, supervisor or employee of any other Company that controls directorship in the Company
or where more than half of total voting rights are controlled by a single party (this excludes concurrent independent director positions held within the Company and its parent/subsidiary, or in other subsidiaries of the parent Company that are compliant with the Act or local laws).
(7) Does not assume concurrent duty as Chairman, President or equivalent role, and is not a director, supervisor or employee of another Company or institution owned by spouse. (This excludes concurrent independent director positions held within the Company and its parent/subsidiary, or in other subsidiaries of the parent Company that are compliant with the Act or local laws).
(8) Not a director, supervisor, manager, or shareholder with more than 5% ownership interest in any Company or institution that has a financial or business relationship with the Company (however, this excludes concurrent independent director positions held within companies or institutions that hold more than 20% but less than 50% outstanding shares of the Company, or in the Company's parent or subsidiary, or in another subsidiary of the parent that is compliant with the Act or local laws).
(9) Not a professional who provides audit services, or commercial, legal, financial, accounting or consultation services for an accumulated sum of less than NT$500 thousand in the last 2 years, to the Company or its affiliate, nor is an owner, partner, director, supervisors or manager, or the spouse of any of the above, of a sole proprietorship, partnership, Company, or organization that provides such services to the Company or its affiliated companies. This excludes roles as Remuneration Committee, Public Acquisition Review Committee or M&A Special Committee members appointed in accordance with the Securities and Exchange Act or Business Mergers and Acquisitions Act.
(10) Not a spouse or relative of second degree or closer to any other directors.
(11) Not having any circumstances outlined in Article 30 of the Company Act.
(12) Not elected as a government, corporation, or its representative in accordance with the provisions of Article 27 of the Company Act.
- Diversity and independence of the board of directors:
(1) Diversity of the board of directors:
In order to strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, the Company revised the "Corporate Governance Practice Principles" Article 22, Paragraph 3, in 2020 to adjust the "Board Member Diversity Policy." The policy states that the composition of the Board of Directors should consider various needs such as the Company's operational structure, business development direction, and future development trends, and should evaluate various aspects of diversity, such as basic qualifications and values (e.g., Gender, nationality, age, and culture), professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience, and generally possess the necessary knowledge, skills, and qualities. The board of directors should possess the following overall capabilities: operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, leadership, and decision-making ability, in order to achieve the ideal goals of corporate governance.
17
- The specific management objectives and achievement status of the Company's diversification policy are as follows:
| management objectives | Achieve situation |
|---|---|
| No director who also serves as the company's manager should exceed one-third of the total number of directors. | achieve |
| Independent directors account for one-third of the seats. | achieve |
| An independent director shall not concurrently serve as a director (including independent director) or supervisor of any more than five other companies. | achieve |
| At least one-third of the independent directors must have legal, accounting, or technological expertise. | achieve |
| One-third of the directors are of any gender. | Not achieved |
- Implementation of board diversity:
| Areas of Diversification Core Item Name of Director | Basic conditions | Industrial background | Professional knowledge and skills | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | Concurrently serves as the Company's employee | Age | Independent director tenure | Industry experience | Science and technology | Finance | Management | Risk | Legal | Legal | Sustainability | ||||
| Under 50 | 51 - 60 | 61 - 70 | 71 above | |||||||||||||
| Liao, Kuo-Ron | Republic of China | Male | V | V | V | V | V | V | V | V | ||||||
| Liao, Wei-Ran | Republic of China | Male | V | V | V | V | V | V | V | V | V | |||||
| Hsu Cheng-Chi | Republic of China | Male | V | V | V | V | V | |||||||||
| Liu, Weng-Cheng | Republic of China | Male | V | V | V | V | V | |||||||||
| Liou, Je-Liang | Republic of China | Male | V | V | V | V | V | V | ||||||||
| Cheng, Hsien-Chih | Republic of China | Male | V | 3 Year | V | V | V | V | ||||||||
| Shen, Chien-Ju | Republic of China | Female | V | 3 Year | V | V | V | V | ||||||||
| Lin, Gu-Tong | Republic of China | Male | V | 6 Year | V | V | V | V | V |
(2) Independence of the Board of Directors:
The current board of directors consists of 8 directors, including 3 independent directors; the board members possess abundant experience and expertise in the industry, commerce, accounting, finance, law and marketing. In addition, to maintain the independence of the board of directors, the Company aims for independent directors to constitute at least one-third of all board seats (currently $37.5\%$ ). The consecutive terms of all independent directors should not exceed three terms (Currently, there is one person serving as the third term, and the other two are serving as the second term.), and the number of directors with spousal or second-degree kinship should not exceed one-fourth (currently $25\%$ ). Additionally, to promote gender equality in the composition of the board of directors, there should be at least one female director (one serving as an independent director).
All independent directors meet the requirements for independent directors set forth by the Financial Supervisory Commission. The independence details are as follows:
| Name | Whether I, my spouse, or relatives within two degrees of kinship serve as directors, supervisors, or employees of this company or its affiliated companies. | Number and percentage of company shares held by myself, my spouse, and relatives within two degrees of kinship (or under the name of another person). | Number and percentage of company shares held by myself, my spouse, and relatives within two degrees of kinship (or under the name of another person). | The amount of remuneration received in the past two years for providing business, legal, financial, and accounting services to our company or its affiliates. |
|---|---|---|---|---|
| Lin, Gu-Tong | NO | No such situation | NO | No such situation |
| Cheng, Hsien-Chih | NO | No such situation | NO | No such situation |
| Shen, Chien-Ju | NO | No such situation | NO | No such situation |
(II) President, assistant presidents, deputy assistant presidents, and the supervisors of all the Company's divisions and branch units:
March 24, 2026; Shares; %
| Title | Nationality | Name | Gender | Date inaugurated | Shareholding | Shareholding of spouses and children of minor age | Shareholding through nominees | Major education and industry background | Concurrent positions in the Company and in subsidiaries | Spouse or relatives within the second degree of kinship or closer | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Title | Name | Relationship | ||||||||
| President (Note 1) | Republic of China | Hung, Chen-Ren | Male | 2012.07.05 | 934 | 0.00% | 934 | 0.00% | - | - | Ph.D. in Chemistry, University of Missouri-RollaVice President, Powertec EnergyDeputy AssistantPresident, Resources and Materials, Gintech Energy Corporation | - | - | - | - | - |
| - | - | - | - | - | - | |||||||||||
| Executive Director | Republic of China | Liao, Wei-Ran | Male | 2010.11.01 | 100,588 | 0.02% | 5,264 | 0.00% | - | - | Master's Degree, New York State UniversityDeputy AssistantPresident, DBSEputy AssistantPresident, Standard CharterDeputy AssistantPresident, ABN AMRO | Director of Wei-RenInvestment Corporation,Chairman of Yaskawa Electric Corporation,Director of Yuan Yu Solar Corporation,Director of Hou Chang Energy Corporation,Director of Heng Li Energy Corporation,Director of Heng Yong Energy Corporation,Director of Yong Li Energy Corporation,Director of Yun Sheng Optoelectronics Corporation,Chairman of Yujing Geothermal Development Co., Ltd.,Director of Yuan Jin Chuang Neng Corporation,Fengxin Senyang Solar Energy Corporation. | Chairman | Liao, Kao-Ron | Father-son | - |
| - | - | - | - | - | - | |||||||||||
| President (Note 2) | Republic of China | Yu, Cheng-Yeh | Male | 2017.09.18 | 15,000 | 0.00% | - | - | - | - | PhD, Graduate Institute of Electronic, National Taiwan UniversityChief Engineer, R&D Department, TSMCManager, Technology Research and Development Department,Gintech Energy Corporation | Director, Hou Chang Energy Corporation | - | - | - | - |
| Title | Nationality | Name | Gender | Date inaugurated | Shareholding | Shareholding of spouses and children of minor age | Shareholding through nominees | Major education and industry background | Concurrent positions in the Company and in subsidiaries | Spouse or relatives within the second degree of kinship or closer | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Title | Name | Relationship | ||||||||
| Vice President | Republic of China | Chiang, Chih Hao | Male | 2017.11.01 | 43,460 | 0.00% | - | - | - | - | Master's degree, National Chiao Tung University Head of Technology Information Department, Gintech Energy Corporation Manufacturing Department, SMIC Automation Department, TSMC | - | - | - | - | - |
| - | - | - | - | - | - | |||||||||||
| Vice President | Republic of China | Wang, Liang Kai | Male | 2010.08.02 | 2,372 | 0.00% | 35,269 | 0.01% | - | - | Master's degree, National Taiwan University of Science and Technology Deputy Director, Technology, Gintech Energy Corporation Manager of Product Marketing, KLA Tencor Corp. Manager of Quality Assurance, Sheng Bao Electronic Chemical Technology Corporate | - | - | - | - | - |
| - | - | - | - | - | - | |||||||||||
| Vice President | Republic of China | Wu, Chuan-Chieh | Male | 2010.07.21 | 53,686 | 0.01% | - | - | - | - | Master's degree, Tamkang University Head of Technology and Production Department, Resources, Gintech Energy Corporation Manager of Administration Department, Aiko International Deputy Manager, IE Department, TSMC | - | - | - | - | - |
| - | - | - | - | - | - |
| Title | Nationality | Name | Gender | Date inaugurated | Shareholding | Shareholding of spouses and children of minor age | Shareholding through nominees | Major education and industry background | Concurrent positions in the Company and in subsidiaries | Spouse or relatives within the second degree of kinship or closer | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Title | Name | Relationship | ||||||||
| Deputy Assistant President (Note 3) | Republic of China | Cheng, Chen-Kuo | Male | 2010.07.26 | 165,495 | 0.03% | - | - | - | - | Law and Business School, National Chung Hsing University Head of Legal Department, Gintech Energy Corporation Director, Legal Office, Aurora Group | Supervisor, Holdgood Energy Co., Ltd. | - | - | - | - |
| - | - | - | - | - | - | |||||||||||
| Deputy Assistant President | Republic of China | Chen, Tai-An | Male | 2018.08.13 | - | - | - | - | - | - | Master's in Accounting, Fu Jen Catholic University Head of Accounting Section, Chimei Communications Deputy Head, Deloitte Taiwan | Director, Holdgood Energy Co., Ltd.; Director, Hou Chang Energy Corporation; Supervisor, Heng Li Energy Corporation; Supervisor, Hengyoung Energy Co., Ltd.; Supervisor, Youngli Energy Co., Ltd.; Supervisor, Zangyang Optoelectronics Corporation; Supervisor, Yunsheng Optoelectronics Corporation, Ltd.; Supervisor, Yunxing Optoelectronics Corporation; Yu Shen Chuang Neng Co., Ltd.; Director, Yuanjin Energy Co., Ltd.; Director, Gin Gin Power Company | - | - | - | - |
| - | - | - | - | - | - |
Note 1: Retirement on December 31, 2025
Note 2: Appointed on March 4, 2025
Note 3: Retirement on March 5, 2025
| Title | Nationality | Name | Gender | Date inaugurated | Shareholding | Shareholding of spouses and children of minor age | Shareholding through nominees | Major education and industry background | Concurrent positions in the Company and in subsidiaries | Spouse or relatives within the second degree of kinship or closer | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Title | Name | Relationship | ||||||||
| Deputy Assistant President | Republic of China | Kang, Jen-He | Male | 2022.05.01 | - | - | - | - | - | - | Master's in Chemistry, National Tsing Hua University Vice Director, R&D Department, Gintech Energy Corporation Assistant Manager, R&D Department, Gigastorage Corporation | - | - | - | - | |
| - | - | - | - | - | - | |||||||||||
| Deputy Assistant President | Republic of China | Hsiao, Chao-Ming | Male | 2022.05.01 | - | - | - | - | - | - | Master's in Industrial Engineering and Administration, Yuan Ze University Deputy Manager, Department of Resources and Materials, Gintech Energy Corporation Deputy Manager, Procurement Department, ProMOS Technologies, Inc. | - | - | - | - | |
| - | - | - | - | - | - | |||||||||||
| Deputy Assistant President | Republic of China | Kuo, Chun-Hung | Male | 2022.05.01 | 5,893 | 0.00% | 329 | 0.00% | - | - | Master's in Information Management, National Central University Vice Director, Factory Integration and Automation Office, Gintech Energy Corporation Manager, Department of Customer Information Service, United Microelectronics Corporation | - | - | - | - | |
| - | - | - | - | - | - |
| Title | Nationality | Name | Gender | Date inaugurated | Shareholding | Shareholding of spouses and children of minor age | Shareholding through nominees | Major education and industry background | Concurrent positions in the Company and in subsidiaries | Spouse or relatives within the second degree of kinship or closer | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Number of preferred stock shares | Sharehold ing ratio | Title | Name | Relationship | ||||||||
| Deputy Assistant President | Japan | Yaskawa Electric Corporation | Male | November 6, 2024 | The University of Michigan at Ann Arbor; Special Assistant to the Chairman of the Board, Yuanjing Solar Technology Co., Ltd.; Yamaha Securities Trader | |||||||||||
| Deputy Assistant President | Republic of China | Wang, Chi-Che | Male | 2023.05.29 | 5,094 | 0.0009% | 192 | 0.000% | - | - | MSc, Feng Chia University Manager, Information Department, Want Want Group Head of Technology Information Department, EVERSOL CORPORATION | - | - | - | - | |
| - | - | - | - | - | - | |||||||||||
| Head of Finance | Republic of China | Li, Ming-Hua | Female | 2019.12.27 | - | - | - | - | - | - | Bachelor of Economics, National Chung Hsing University Deputy Manager, Finance Section, An-Shin Food Services Co., Ltd. | Supervisor of Hougu Energy Development Co., Ltd. | - | - | - | - |
| - | - | - | - | - | - | |||||||||||
| Head of Accounting | Republic of China | Chang, Wei-Che | Male | 2022.03.08 | - | - | - | - | - | - | Bachelor's in Accounting, Tamkang University Manager, Deloitte Taiwan | - | - | - | - | - |
| - | - | - | - | - | - |
II. Remuneration given to directors, the audit committee, the general manager, and deputy general managers in the most recent year (1)Remuneration to directors and independent directors (the name and how the remuneration is paid shall be disclosed separately)
Unit: NT$ Thousand; %
| Designation | Name | Remunerations to directors | Sum of A, B, C, and D as a percentage of net income after tax | Remuneration from concurrently servings as employees | Sum of A, B, C, D, E, F, and G as a percentage of net income after tax | Remuneration from investment that the subsidiary or the parent company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Wages (A) | Pension upon retirement (B) | Compensation for director (C) | Service Expense (D) | Wages, bonuses, special allowances, etc. (E) | Pension upon retirement (F) | Employee Compensation (G) | ||||||||||||||||
| Company | Included in the financial statements | Company | Included in the financial statements | Company | Included in the financial statements | The Company | Company | Included in the financial statement | The Company | Company | Included in the financial statement | Company | Included in the financial statement | Company | Included in the financial statement | Company | Included in the financial statement | Company | Included in the financial statement | |||
| Chair | Wei Jen Investment Co Ltd. Representative: Kuo-Ron, Liao | 1,080 | 1,080 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 (0.034%) | 1,080 (0.034%) | 6,686 | 6,686 | 0 | 0 | 0 | 0 | 0 | 0 | 7766 (0.243%) | 7766 (0.243%) | 0 |
| Director | Representative: Wei-Jan, Liao of An Chuang Industrial Corporation | 1,080 | 1,080 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 (0.034%) | 1,080 (0.034%) | 3,539 | 3,539 | 108 | 108 | 0 | 0 | 0 | 0 | 4,727 (0.148%) | 4,727 (0.148%) | 0 |
| Director | Representative: Cheng-Ji, Hsu of Cheng Hui Investment Corporation | 1,080 | 1,080 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 (0.034%) | 1,080 (0.034%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 (0.034%) | 1,080 (0.034%) | 0 |
| Director | Representative: Weng-Cheng, Liu of Yu Sheng Energy Corporation | 1,080 | 1,080 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 (0.034%) | 1,080 (0.034%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 (0.034%) | 1,080 (0.034%) | 0 |
| Director | National Development Fund Management Committee of the Executive Yuan | 703 | 703 | 0 | 0 | 0 | 0 | 0 | 0 | 703 (0.022%) | 703 (0.022%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 703 (0.022%) | 703 (0.022%) | 0 |
| Director | Representative: Ming-Hsin Kung of the Executive Yuan National Development Fund Management Committee | 68 | 68 | 0 | 0 | 0 | 0 | 0 | 0 | 68 (0.002%) | 68 (0.002%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 68 (0.002%) | 68 (0.002%) | 0 |
| Director | Representative: Je-Liang Liou of the Executive Yuan National Development Fund Management | 309 | 309 | 0 | 0 | 0 | 0 | 0 | 0 | 309 (0.010%) | 309 (0.010%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 309 (0.010%) | 309 (0.010%) | 0 |
25
| Committee | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent Director | Kian-Zhi, Zheng | 1,200 | 1,200 | 0 | 0 | 0 | 0 | 0 | 0 | 309 (0.010%) | 309 (0.010%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 309 (0.010%) | 309 (0.010%) |
| Independent Director | Qian-Ru, Shen | 1,200 | 1,200 | 0 | 0 | 0 | 0 | 0 | 0 | 1,200 (0.038%) | 1,200 (0.038%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,200 (0.038%) | 1,200 (0.038%) |
| Independent Director | Gu-Tong, Lin | 1,200 | 1,200 | 0 | 0 | 0 | 0 | 0 | 0 | 1,200 (0.038%) | 1,200 (0.038%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,200 (0.038%) | 1,200 (0.038%) |
- Please state the remuneration policies, systems, standards and packages for independent directors, and the connection of the factors, such as responsibilities, risk and spent hours, with the amount of remuneration. The remuneration to the Company's independent directors re fixed monthly remunerations based on the "Procedures for Management of Remunerations and Compensations to Directors and Managerial Officers."
- Other than the remuneration disclosed in said table, the remuneration received by any of the Company's directors for providing services to any companies included in the financial statement, e.g., as an advisor other than an employee in the most recent year: 0.
1. Compensation Bracket Table
Unit: NT$ Thousand; Thousand Shares
| Range of remuneration paid to each director of the Company | Name of Director | |||
|---|---|---|---|---|
| The total of the first four compensations (A+B+C+D) | The total of the first seven compensations (A+B+C+D+E+F+G) | |||
| The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | |
| Below NT$1,000,000 | National Development Fund Management Committee of the Executive Yuan | |||
| Representative: Ming-Hsin Kung Of Executive Yuan National Development Fund Management Committee | ||||
| Representative: Je-Liang Liou Of Executive Yuan National Development Fund Management Committee | National Development Fund Management Committee of the Executive Yuan | |||
| Representative: Ming-Hsin Kung Of Executive Yuan National Development Fund Management Committee | ||||
| Representative: Je-Liang Liou Of Executive Yuan National Development Fund Management Committee | National Development Fund Management Committee of the Executive Yuan | |||
| Representative: Ming-Hsin Kung Of Executive Yuan National Development Fund Management Committee | ||||
| Representative: Je-Liang Liou Of Executive Yuan National Development Fund Management Committee | National Development Fund Management Committee of the Executive Yuan | |||
| Representative: Ming-Hsin Kung Of Executive Yuan National Development Fund Management Committee | ||||
| Representative: Je-Liang Liou Of Executive Yuan National Development Fund Management Committee | ||||
| NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) | Wei Jen Investment Co Ltd. | |||
| Representative: Liao, Kuo-Ron An Chuang Industrial Corporation | ||||
| Representative: Liao, Wei-Ran Cheng Hsi Investment Corporation | ||||
| Representative: Hsu Cheng-yi, Yu Sheng Chuang Neng Co., Ltd. | ||||
| Representative: Liu Wen-cheng, Lin Gu-tung, Shen Chien-ju, Cheng Hsien-chih | Wei Jen Investment Co Ltd. | |||
| Representative: Liao, Kuo-Ron An Chuang Industrial Corporation | ||||
| Representative: Liao, Wei-Ran Cheng Hsi Investment Corporation | ||||
| Representative: Hsu Cheng-yi, Yu Sheng Chuang Neng Co., Ltd. | ||||
| Representative: Liu Wen-cheng, Lin Gu-tung, Shen Chien-ju, Cheng Hsien-chih | Cheng Hsi Investment Corporation | |||
| Representative: Hsu Cheng-yi, Yu Sheng Chuang Neng Co., Ltd. | ||||
| Representative: Liu Wen-cheng, Lin Gu-tung, Shen Chien-ju, Cheng Hsien-chih | Cheng Hsi Investment Corporation | |||
| Representative: Hsu Cheng-yi, Yu Sheng Chuang Neng Co., Ltd. | ||||
| Representative: Liu Wen-cheng, Lin Gu-tung, Shen Chien-ju, Cheng Hsien-chih | ||||
| NT$2,000,000 (inclusive) ~ | - | - | - | - |
| Range of remuneration paid to each director of the Company | Name of Director | |||
|---|---|---|---|---|
| The total of the first four compensations (A+B+C+D) | The total of the first seven compensations (A+B+C+D+E+F+G) | |||
| The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | |
| NT$3,500,000 (exclusive) | ||||
| NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive) | - | - | An Chuang Industrial Corporation Representative: Liao, Wei-Ran | An Chuang Industrial Corporation Representative: Liao, Wei-Ran |
| NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive) | - | - | Wei Jen Investment Co Ltd. Representative: Liao, Kuo-Ron | Wei Jen Investment Co Ltd. Representative: Liao, Kuo-Ron |
| NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive) | - | - | - | - |
| NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive) | - | - | - | - |
| NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive) | - | - | - | - |
| NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive) | - | - | - | - |
| Over 100,000,000 (inclusive) | - | - | - | - |
| Total | 8 persons | 8 persons | 8 persons | 8 persons |
(2) Remuneration to supervisors : The Company has established the Audit Committee and hence this is not applicable.
1. Compensation Bracket Table : The Company has established the Audit Committee and hence this is not applicable.
I. Remuneration to President and Vice Presidents(Approach to disclose name individually)
December 31, 2025;Unit: NT$ Thousand; Share; %
| Title | Name | Compensation (A) | Retirement pension (B) | Bonuses and special allowances, etc. (C) | Employee remuneration amount (D) | The total amount of the four items, A, B, C, and D, and their proportion of net income after tax (%) | Compensation paid to directors from the parent company or an invested company other than the Company's subsidiary | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | |||||
| Cash amount | Stock amount | Cash amount | Stock amount | |||||||||||
| President | Hung, Chen-Ren | 4,882 | 4,882 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 4,990 | 4,990 | None |
| Executive Director | Liao, Wei-Ran | 3,539 | 3,539 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 3,647 | 3,647 | None |
| Senior Vice President | Chiang, Chih Hao | 3,111 | 3,111 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 3,219 | 3,219 | None |
| Senior Vice President | Wang, Liang Kai | 3,068 | 3,068 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 3,178 | 3,178 | None |
| Vice President | Yu, Cheng-Yeh | 2,381 | 2,381 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 2,489 | 2,489 | None |
| Vice President | Wu, Chuan-Chieh | 3,007 | 3,007 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 3,115 | 3,115 | None |
- Range of Remuneration
| Range of remuneration range of remuneration paid to president and vice presidents | Names of President and Vice Presidents | |
|---|---|---|
| The Company | Companies included in the financial statements | |
| Below NT$1,000,000 | - | - |
| NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) | - | - |
| NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive) | Yu, Cheng-Yeh, Jiang Zhihao, Wang Liangkai, Wu Chuanjie | Yu, Cheng-Yeh, Jiang Zhihao, Wang Liangkai, Wu Chuanjie |
| NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive) | Hong Zhenren, Liao Weiran | Hong Zhenren, Liao Weiran |
| 5,000,000 (inclusive) - 10,000,000 (exclusive) | - | - |
| 10,000,000 (inclusive) - 15,000,000 (exclusive) | - | - |
| 15,000,000 (inclusive) - 30,000,000 (exclusive) | - | - |
| 30,000,000 (inclusive) - 50,000,000 (exclusive) | - | - |
| NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive) | - | - |
| Over NT$100,000,000 (inclusive) | - | - |
| Total | 6 persons | 6 persons |
*The compensation content disclosed in this table differs from the income concept of the Income Tax Act. Therefore, the purpose of this table is for information disclosure only and not for taxation purposes.
(4)Top 5 Executives with the Highest Remunerations
December 31, 2025; Unit: NT$ Thousand
| Title | Name | Compensation (A) | Retirement pension (B) | Bonuses and special allowances, etc. (C) | Employee remuneration amount (D) | The total amount of the four items, A, B, C, and D, and their proportion of net income after tax (%) | Remuneration from investees other than subsidiaries | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | |||||
| Cash Amount | Stock amount | cash amount | Stock amount | |||||||||||
| President | Hung, Chen-Ren | 4,882 | 4,882 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 4,990 | 4,990 | None |
| Executive Deputy General Manager | Liao, Wei-Ran | 3,539 | 3,539 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 3,647 | 3,647 | None |
| Senior Vice President | Chiang, Chih Hao | 3,111 | 3,111 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 3,219 | 3,219 | None |
| Senior Vice President | Wang, Liang Kai | 3,068 | 3,068 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 3,178 | 3,178 | None |
| Vice President | Wu, Chuan-Chieh | 3,007 | 3,007 | 108 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | 3,115 | 3,115 | None |
(5)Names of managers responsible for distributing employee bonuses, and distribution details:
December 31, 2025; Unit: NT$ Thousand
| Title | Name | Stock amount | Cash amount | Total | The total amount as a percentage of net income after tax (%) |
|---|---|---|---|---|---|
| President | Hung, Chen-Ren | 0 | 0 | 0 | 0 |
| Senior Vice President | Liao, Wei-Ran | ||||
| Vice President | Chiang, Chih Hao | ||||
| Vice President | Wang, Liang Kai | ||||
| Vice President | Wu, Chuan-Chieh | ||||
| Vice President | Yu, Cheng-Yeh | ||||
| Deputy Assistant President | Cheng, Chen-Kuo | ||||
| Deputy Assistant President | Chen, Tai-An | ||||
| Deputy Assistant President | Kang, Jen-He | ||||
| Deputy Assistant President | Hsiao, Chao-Ming | ||||
| Deputy Assistant President | Wang, Chi-Che | ||||
| Deputy Assistant President | Kuo, Chun-Hung | ||||
| Head of Finance | Li, Ming-Hua | ||||
| Head of Accounting | Chang, Wei-Che |
(6) Separately compare and describe total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by this company and by each other company included in the consolidated financial statements during the past 2 fiscal years, to directors, supervisors, presidents, and vice presidents, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.
- Analysis of the proportion of total remuneration paid to the Company's directors, Audit Committee, President and Vice President by the Company and all the companies listed in the consolidated financial statements in the most recent 2 years to the Net Income After Tax in the Parent Company-only or Standalone Financial Statements
Unit: NT$ Thousand
| Item
Title | 2024 (Net income after tax $600,271) | | | | 2025 (Net loss after tax $3,199,443) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Total | | Proportion of net income after tax (%) | | Total | | Proportion of net income after tax (%) | |
| | The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | The Company | Companies included in the financial statements | The Company | Companies included in the financial statements |
| Director | 9,000 | 9,000 | (1.5%) | (1.5%) | 9,000 | 9,000 | (0.28%) | (0.28%) |
| Audit Committee | 3,600 | 3,600 | (0.6%) | (0.6%) | 3,600 | 3,600 | (0.11%) | (0.11%) |
| President and Vice Presidents | 22,708 | 22,661 | (3.78%) | (3.78%) | 20,636 | 20,636 | (0.64%) | (0.64%) |
- Remuneration payment policies, standards and packages for the directors, the Audit Committee, the President, and Vice Presidents, remuneration establishment procedures, and the correlation with management efficacy and risks in the future
(1) Remuneration policies, standards and packages
The remuneration of the directors of the Company is handled in accordance with the provisions of the "Articles of Incorporation" and the "Regulations Governing the Remuneration of Directors and Managers". The remuneration for directors performing their duties is determined by referring to the usual levels within the industry, and by assessing the level of involvement and contribution of individual directors to the Company's operations. Reports are submitted to the Remuneration Committee to evaluate the Company's financial and operational performance, and the committee's deliberations are presented to the Board of Directors for approval and disbursement. The reasonableness of this remuneration is regularly evaluated in accordance with the "Remuneration Committee Charter." Additionally, if the Company is profitable in a fiscal year, up to 5% of the profit is allocated for director remuneration as stipulated in Article 24-1 of the Articles of Incorporation. The distribution and disbursement of director remuneration are conducted in accordance with the principles specified in the "Regulations Governing the Remuneration of Directors and Managers". Key distribution principles include the weight of fulfilling annual performance goals (80%), adherence to corporate governance by attending meetings (15%), and hours spent on director training courses (5%). The distribution results are reviewed by the Remuneration Committee and approved by the Board of Directors before disbursement, with reports provided to the shareholders' meeting.
The remuneration of Company executives is determined in accordance with the "Remuneration Management Regulations" and the "Regulations Governing the Remuneration of Directors and Managers", specifying various salary components (including base salary, allowances, subsidies, and bonuses) to recognize and reward employees' efforts in their work. Additionally, if the Company is profitable in a fiscal year, at least 5% of the profit is allocated for employee remuneration as stipulated in Article 24-1 of the Articles of Incorporation. The performance evaluation results conducted under the "Performance Appraisal Method" serve as a reference for the disbursement of executive bonuses. The evaluation of executives is based on the achievement of their annual performance goals, with their operational performance bonuses calculated accordingly. The remuneration system is subject to periodic review based on actual operating conditions and relevant laws and regulations.
The combination of remuneration provided by the Company is determined in accordance with the "Regulations on the Organization of the Remuneration Committee", includes cash compensation, stock options, profit sharing and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures. Its scope is consistent with the remuneration to directors and managers as set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies.
(2) Remuneration Establishment Procedure
To periodically evaluate the remuneration of directors and executives, assessments are conducted based on the "Board of Directors Performance Evaluation Method" and the performance appraisal methods applicable to executives and employees. These assessments are linked to the Company's operational performance indicators and submitted to the Board of Directors for review to fully demonstrate the achievement of operational performance indicators.
The performance assessments and the reasonableness of remuneration for directors and executives are reviewed and audited annually by the Remuneration Committee and the Board of Directors. In addition to considering individual performance achievement rates and contributions to the Company, overall operational performance, industry risks, and future development trends are taken into account. The remuneration system is regularly reviewed based on actual operating conditions, relevant laws and regulations, and current trends in corporate governance to provide fair compensation while ensuring sustainable operations and risk management. The actual disbursement of director and executive remuneration is determined after review by the Remuneration Committee and approval by the Board of Directors.
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(3) Correlation with business performance and risks in the future
The review of the Company's remuneration policy, related payment standards, and systems primarily considers the overall operational condition of the Company. Payment standards are determined based on performance achievement rates and contributions to enhance the overall organizational effectiveness of the Board of Directors and management departments. In addition, with reference to the compensation and remuneration criteria in the industry, it is ensured that the compensation and remuneration to the management of the Company are competitive so that outstanding management talent may be retained.
All of the Company's manager performance goals are combined with "risk control" in order to ensure that possible risks within the scope of responsibility can be managed and mitigated against and respective human resources and related compensation and remuneration policies are combined according to ratings given on the basis of actual performance. Important decisions are made by the management of the Company after respective risk factors are weighed. The related decision-making performance is reflected in the Company's profitability. The compensation and remuneration of the management has to do with the performance in risk control.
III. Status of corporate governance
(I) Operation of the Board of Directors
In the most recent fiscal year 2025 (7 meetings) and up to the date of publication of the annual report in 2026 (2 meetings), the Company's Board of Directors has held a total of 9 meetings [A]. The attendance of directors is as follows:
| Title | Name | Actual attendance count [B] | Attendance by proxy | Actual attendance rate [B/A] | Remarks |
|---|---|---|---|---|---|
| Chairman | Wei Jen Investment Co Ltd. | ||||
| Representative: Liao, Kuo-Ron | 9 | 0 | 100% | ||
| Director | An Chuang Industrial Corporation | ||||
| Representative: Liao, Wei-Ran | 9 | 0 | 100% | ||
| Director | National Development Fund Management Committee of the Executive Yuan | ||||
| Representative: Kung, Ming-Hsin | 5 | 0 | 100% | He resigned on September 1, 114, and was required to attend 5 meetings. | |
| Director | National Development Fund Management Committee of the Executive Yuan | ||||
| Representative: Liou, Je-Liang | 4 | 0 | 100% | He was appointed on September 18, 2014. He is required to attend 4 times. | |
| Director | Yu Sheng Energy Corporation | ||||
| Representative: Liu, Weng-Cheng | 9 | 0 | 100% | ||
| Director | Cheng Hsi Investment Corporation | ||||
| Representative: Hsu, Cheng-Ji | 9 | 0 | 100% | ||
| Independent Director | Lin, Gu-Tong | 9 | 0 | 100% | |
| Independent Director | Cheng, Hsien-Chih | 9 | 0 | 100% | |
| Independent Director | Shen, Chien-Ju | 9 | 0 | 100% |
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Other items to be stated:
I. Where the operation of the Board of Directors meets any of the following circumstances, the minutes concerned shall clearly state the meeting date, term, contents of motions, opinions of all independent directors, and the Company's resolution of said opinions :
(I) Items listed in Article 14-3 of the Securities and Exchange Act. : Since our company has established an audit committee, there is no need to fill out this form.
(II) Other than the abovementioned matters, any resolution of the Board meeting to which a independent director has a dissenting or qualified opinion which is on record or stated in a written statement : None
II. Implementation of directors' recusals to proposals with personal interests; name of director, proposal description, reason for recusal and voting participation shall be specified.
| Board of Directors Term/Date | Content of Proposal | Implementation |
|---|---|---|
| 2th meeting of the 6th term 2025/06/17 | Proposal for relieving directors from non-competition restrictions | Because this case involves a conflict of interest with Chairman Liao Guorong, Director Liu Wenzheng will act as chairman after recusing himself. The acting chairman then consulted with the attending directors before the motion was passed. |
| 4th meeting of the 6th term 2025/11/07 | The proposed plan to recall privately placed Class A preferred shares and implement a capital reduction and share cancellation. | Because this case involves a conflict of interest with the National Development Fund Management Committee of the Executive Yuan and Yu-Sheng Energy Co., Ltd., it is requested that the two representatives, Directors Liu Zhe-liang and Liu Wen-zheng (the two Directors Liu), recuse themselves before proceeding. After consulting with the attending directors, the Chairman unanimously agreed to pass the motion. |
| 5th meeting of the 6th term 2025/12/17 | Nominations for members of the company's first Nomination Committee. | Since all the members nominated in this case are currently directors of the company, after the relevant interested parties recused themselves during the discussion and voting, and after the chairman consulted the attending directors, it was agreed that the motion would be passed as scheduled. |
| 6th meeting of the 6th term 2026/03/04 | The formal appointment of Manager Yu Chengye as Acting General Manager and the promotion of four managers. | Because this case involves a conflict of interest with Director Liao Weiran and Acting General Manager Yu Chengye, the relevant interested parties recused themselves, and after the Chairman consulted with the attending directors, they unanimously agreed to pass the motion. |
III. Implementation of Board Appraisal
(I) The Company has established a Board of Directors performance evaluation system, and the Board of Directors adopted the "Board of Directors Performance Evaluation Regulations" on November 13, 2018, to encourage self-discipline among Board members and enhance the function of the Board of Directors.
(II) Internal Board of Directors performance evaluation is conducted annually. Self-evaluation by the Board of Directors and its members (including functional committees) is conducted regularly in the first quarter, and the evaluation results are reviewed regularly in the second quarter. External Board of Directors performance evaluation should be conducted at least every three years by an independent professional institution or a team of external experts and scholars, and the annual performance evaluation should be conducted at the end of the year.
| Evaluation Period | Evaluation Period (Note) | Scope of Evaluation | Evaluation Method | Evaluation Content |
|---|---|---|---|---|
| Implemented annually | 2025/01/01~2025/12/31 | Individual board member | Self-assessment of director | Performance appraisal for individual board member: |
| 1. Keeping track of corporate goals and missions | ||||
| 2. Awareness of the duties of a director | ||||
| 3. Participation in the operation of the Company | ||||
| 4. Management of internal relations and communication | ||||
| 5. Internal control over professionalism and continuing education of directors |
34
| Implemented annually | 2025/01/01~2025/12/31 | Functional committees | Internal self-assessments of functional committees | Performance appraisal of functional committees: 1. Participation in the operation of the Company 2. Awareness of the duties of functional committees 3. Improvement of decision quality of functional committees 4. Internal control over the composition and election of members to functional committees |
|---|---|---|---|---|
| Implemented every three years | 2022/01/01~2022/12/31 | Board of Directors | External Evaluation Framework | Performance appraisal for individual board member: 1. Composition and Professional Development of the Board of Directors 2. Quality of Board Decision-Making 3. Efficiency of Board Operations 4. Internal Control and Risk Management 5. Degree of Board Engagement in Corporate Social Responsibility |
Note: Since 2025 coincides with the re-election of the board of directors, the evaluation period for the current board is conducted from the date the new directors take office.
IV. Objective of enhancing the Board’s functions in the current and recent years
| Enhancing the functions of the Board of Directors | Implementation Evaluation |
|---|---|
| Establishing independent directors | Enhancing the objectivity and independence of independent directors to supervise the Board’s operation |
| Establishing the Remuneration Committee | Facilitating the Board to implement and assess the overall remuneration and benefit system, and regularly reviewing the appropriateness of compensation to directors and managers. |
| Establishing the Audit Committee | Exercise the duties set forth in the Securities and Exchange Act, the Company Act, and other laws and regulations. |
| Continuously improving information transparency | The Company has assigned a dedicated unit for disclosing information and updating information on the Company’s website. |
| Actively establishing communications with stakeholders | The Company has established a spokesperson and a deputy spokesperson, which stakeholders can use as a communication channel. Each year, the shareholders' meeting accepts shareholder proposals according to the schedule. Shareholders with proposal rights may submit applications to the Company during the acceptance period, and the Company will convene a Board of Directors meeting to review them in accordance with relevant regulations. |
| Improving the operational efficiency and decision-making ability of the Board | The Company has established the "Board of Directors Meeting Protocol" to enhance the effective implementation of the Board's functions and promote the positive development of the Board's participation in decision-making. |
| Improving professional knowledge | The directors shall participate in continuing education for the hours required by the competent authorities every year. The board members are also encouraged to attend professional courses, with promotion of related laws and regulations in the Board, to meet the legal requirements. |
| Establishing the corporate governance officer | To implement corporate governance and enhance the effectiveness of the Board of Directors, on August 8, 2019, the Board approved the establishment of a corporate governance officer to assist directors with the necessary information and other required support in the execution of their duties. |
| Establish a sustainable development committee | To implement sustainable development, on July 5, 2022, the Board of Directors approved the establishment of a Sustainability Committee to formulate the Company's sustainable development, including the |
35
development of goals, strategies, and execution plans for sustainable governance, integrity management, and environmental and social aspects.
Establishment of the Nomination Committee
To improve the functions of the Company's Board of Directors and strengthen its management mechanism, the Company established a "Nomination Committee" on December 17, 2025, and formulated the "Nomination Committee Organizational Regulations." This Committee shall be composed of at least three directors nominated by the Board of Directors, with more than half of them being independent directors. Authorized by the Board of Directors, this Committee shall faithfully perform its duties with the care of a prudent manager and submit its recommendations to the Board of Directors for discussion.
(II) Operation of the Audit Committee, or its engagement with the operation of the board of directors:
In the most recent fiscal year 114 (6 meetings) and the year 115 up to the date of publication of the annual report (2 meetings), the Audit Committee held a total of 8 meetings. [A], with the attendance of independent directors as follows:
| Title | Name | Actual attendance count [B] | Attendance by proxy | Actual attendance rate (%) [B/A] (Note) | Remarks |
|---|---|---|---|---|---|
| Independent Director | Lin, Gu-Tong | 8 | 0 | 100% | |
| Independent Director | Cheng, Hsien-Chih | 8 | 0 | 100% | |
| Independent Director | Shen, Chien-Ju | 8 | 0 | 100% | |
| Other items to be stated: | |||||
| I. If the Audit Committee meets one of the following conditions in its operations, the date and session number of the meeting of the Audit Committee, proposal contents, independent directors' dissenting opinions, reservation, or major recommendations, the resolution made by the Audit Committee’s reactions towards the Audit Committee’s opinions shall be specified: | |||||
| (I) Items listed in Article 14-5 of the Securities and Exchange Act. | |||||
| Audit Committee Term/Date | Content of Proposal | Resolutions and follow-up | The Company’s treatment of the opinions of the Audit Committee | ||
| 17th meeting of the 2nd term 2025/3/5 | 1. The Company's 2024 Individual and Consolidated Financial Statements | ||||
| 2. The Company's 2024 Audit and Certification Fees | |||||
| 3. Revisions to certain aspects of the Company's internal control system | |||||
| 4. Approval of the Company's 2024 "Internal Control System Statement" | |||||
| 5. The Company's proposed revisions to the "Procedures for Acquisition or Disposal of Assets" and the "Articles of Association" | Approved by all members unanimously | None | |||
| The 18th meeting of the 2nd session 2025/5/8 | For the Company's 2025 first quarter consolidated financial statements proposal. | Approved by all members unanimously | None | ||
| The 1th meeting of the 3rd session 2025/6/17 | This is the pre-approved non-confirmation service case of the Company's accounting firm for the 114th year. | Approved by all members unanimously | None |
| The 2th meeting of the 3rd session 2025/8/8 | For the Company's 2025 second quarter consolidated financial statements proposal. | Approved by all members unanimously | None |
|---|---|---|---|
| The 3th meeting of the 3rd session 2025/11/7 | 1. For the Company's 2025 third quarter consolidated financial statements proposal. | ||
| 2. For the revision of certain operations of the Company's internal control system | Approved by all members unanimously | None | |
| The 4th meeting of the 3rd session 2025/12/17 | 1. To prepare the business plan (financial budget included) for 2026. | ||
| 2. Formulating the 2026 audit plan | Approved by all members unanimously | None | |
| The 5th meeting of the 3rd session 2026/3/4 | 1. The Company's 2025 Individual and Consolidated Financial Statements | ||
| 2. The Company's 2025 Loss Mitigation Plan | |||
| 3. The Company's 2025 Internal Control System Statement Approval Plan | |||
| 4. Amendments to Certain Articles of the Company's Articles of Association | |||
| 5. Geothermal Development Project in Yilan Area | Approved by all members unanimously | None | |
| The 6th meeting of the 3rd session 2026/3/25 | 1. Assessment of the independence and competence of the Company's certified public accountant, and the appointment of the accountant. | ||
| 2. Audit and certification fees for the Company's financial statements for the fiscal year 2015. | |||
| 3. Proposed conversion of the Company's loans and receivables to its subsidiary, Hou Chang Energy Co., Ltd., into capital increase. | Approved by all members unanimously | None |
(II) Besides those mentioned in the foregoing, other resolutions with approval by two-thirds or more of all directors, despite not being approved by the Audit Committee: Did not occur.
II. An independent director recused themselves due to a conflict of interest: There has been no such recusal of an independent director due to a conflict of interest.
III. Communication among independent directors, internal audit supervisors and accountants (including important matters, methods, and results of the Company's finance and operations):
(I) In normal times, the audit officer and the CPA may contact independent directors directly as needed; this communication has been smooth.
(II) Besides receiving the audit report on a monthly basis, the audit officer in the Company reports separately to the independent directors during workshops that take place on at least a quarterly basis, which also cover important business operations of the Company and its subsidiaries. Communication regarding the implementation and efficacy of audits has been smooth and effective.
(III) The CPA reports to the independent director in at least 2 workshops a year plans about audits of financial statements, results, and findings.
- The Company's audit committee is composed of three independent directors. The audit committee aims to assist the Board of Directors in fulfilling its oversight responsibilities for the quality and integrity of the Company's accounting, auditing, financial reporting processes, and financial controls.
The audit committee held 8 meetings in 2025, with the main items for review including:
- Auditing of financial statements and accounting policies and procedures
- Internal control system and related policies and procedures
- Material transactions of assets or derivatives
- Material loaning of funds, endorsements, and guarantees
- Placement or issuance of negotiable securities
- Status of derivatives or cash investments
- Compliance
- Whether there are any transactions between managers and directors with related parties, and potential conflicts of interest
- Appealing report
- Corruption prevention programs and investigation of reports of corruption
- Information security
- Risk management
- Assessment of CPA's qualifications, independence, and performance
- Assignment, discharge, or compensation of CPA
- Assignment and discharge of finance, accounting, and internal audit officers
- Performance of the Audit Committee's duties
-
Self-assessment questionnaires for Audit Committee's performance
-
Reviewing financial reports
The board of directors has prepared the Company's 2025 Business Report, financial statements, and earnings distribution proposal. The financial statements have been audited by Deloitte Touche Tohmatsu, which has issued an audit report. Said business report, financial statements, and proposals for offsetting losses have been audited by the Audit Committee, and have been deemed to have no inconsistencies. -
Assessing the effectiveness of the internal control system
The Audit Committee assesses the policies and procedures under the internal control system (including control measures in terms of finance, operation, risk management, information security, outsourcing, compliance), while reviewing the audit function of the Company and CPAs, as well as the regular reports from management on matters such as risk management and compliance. Referring to the 2013 release by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) on Internal Control – Integrated Framework, the Audit Committee believes that the Company's risk management and internal control systems are effective, and that the Company has implemented the necessary control mechanisms to monitor and correct any violations. -
Assigning CPAs
The Audit Committee is empowered to monitor the independence of the certifying accounting firm to ensure the objectivity of financial statements. Generally, other than taxation related services or items otherwise approved, the certifying accountant firm must not provide other services to the Company. All services provided by the certifying accountant firm must be approved by the Audit Committee.
To ensure the independence and competence of certified accounting firms, the Audit Committee has developed an independence assessment form with reference to Article 47 of the Accountants Act and the Gazette of the Code of Ethics for Accountants No. 10, "Integrity, Impartiality, Objectivity and Independence." This form assesses the independence, professionalism and competence of accountants, including whether they are related parties of the firm, have business or financial interests with it, etc. Furthermore, in accordance with Article 29, Paragraph 5 of the Code of Conduct for Corporate Governance of Listed Companies, after reviewing the Audit Quality Indicator Report (AQI Report) prepared by Deloitte Touche Tohmatsu for the period from June 1, 2024 to May 31, 2025, the audit experience and training hours of the firm and its audit team are superior to the industry average, and its audit quality meets our company's standards and requirements.
- Supervisors' Engagement in the Board of Directors' Operations: Not applicable, as the Company has an Audit Committee in place.
(III) The state of the Company's implementation of corporate governance, any variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Does the Company establish and disclose its corporate governance best-practice principles in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies? | ✓ | The Company has established its own "Corporate Governance Best Practice Principles" pursuant to the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," while disclosing such on the MOPS and the Company's website. | No significant variance | |
| II. Shareholding Structure & Shareholders' Rights(I) Has the Company established internal procedures to handle shareholder proposals, inquiries, disputes, and litigation matters, and are these procedures being implemented? | ✓ | The Company has established a spokesperson, stock affairs personnel, and legal personnel to properly handle shareholder proposals or disputes. If legal issues are involved, legal personnel and professional lawyers will be consulted for assistance. | No significant variance | |
| (II) Does Company possess a list of major shareholders and beneficial owners of these major shareholders? | ✓ | The Company tracks the shareholding status of directors, managers, and Top 10 primary shareholders, and reports the related information pursuant to the regulations. | No significant variance | |
| (III) Has the Company built and executed a risk management system and "firewall" between the Company and its affiliates? | ✓ | The Company has established the "Guidelines for Transactions with Specific Companies, Related Parties, and Group Enterprises" and manages these in accordance with the Company's internal control system, effectively implementing risk management and firewall mechanisms. | No significant variance | |
| (IV) Has the Company established internal rules prohibiting insider trading based on undisclosed information? | ✓ | The Company has established the "Operational Procedures for Handling Material Inside Information and Preventing Insider Trading" pursuant to the related laws and regulations, to regulate insiders and parties subject to the insider trading and thereby prevent such incidents. | No significant variance | |
| III. Composition and Responsibilities of the Board of Directors:(I) Has the board of directors formulated a diversity policy and concrete management targets, and implemented them accordingly? | ✓ | Refer to "5 Diversification and Independence of Board of Directors" of this Annual Report. | No significant variance |
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Other than the establishment of Remuneration Committee and Audit Committee which are required by law, does the Company plan to set up other functional committees? | ☑ | To practice corporate social responsibility, align with international trends, and actively respond to stakeholders' risk assessments and countermeasures regarding environmental, social, and corporate governance aspects to achieve sustainable operation goals, the Company established a "Sustainability Committee" in July 2022 to coordinate the formulation of corporate social responsibility, sustainable development directions and goals, or related management guidelines, as well as the proposal and execution of concrete promotion plans. | ||
| To improve the functions of the Company's Board of Directors and strengthen its management mechanism, the Company established a "Nomination Committee" on December 17, 2025, and formulated the "Nomination Committee Organizational Regulations." This Committee shall be composed of at least three directors nominated by the Board of Directors, with more than half of them being independent directors. Authorized by the Board of Directors, this Committee shall faithfully perform its duties with the care of a prudent manager and submit its recommendations to the Board of Directors for discussion. | No significant variance |
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Does the Company stipulate performance assessment regulations and assessment methods for the board of directors and conduct performance evaluation periodically each year? | ☑ | The Company, approved by the Board of Directors, has established the "Board Performance Evaluation Method," conducting performance evaluations of the board and functional committees (including the Remuneration Committee, Audit Committee, and Sustainability Committee) at least once a year, with the evaluation results reported to the Board of Directors. At the end of each year, the agenda working group of the board of directors is responsible for conducting and organizing the evaluation procedure. Internal questionnaires are adopted for internal self-assessment, self-assessment of the members of the board of directors and those of the functional committees. The scope of evaluation covers the whole board of directors, individual directors, the Remuneration Committee, the Audit Committee, and the Sustainable Development Committee. The criteria of the performance appraisals of the board of directors and functional committees mainly consist of degree of participation in the Company's operations, upgrading the quality of the board of directors' and functional committees' decision making, formation and structure of the board of directors and functional committees, election and continuing education of board and committee members, and internal controls. The appraisal outcomes are reported to the board, and serve as reference for determining remuneration to individual directors, as well as election and nomination of directors. The 2025 performance evaluation results are still considered satisfactory and were reported to the Board of Directors and disclosed on the Company's website on March 4, 2026. | No significant variance |
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Does the Company regularly evaluate its external auditors' independence? | ☑ | The Audit Committee evaluates the independence and competency of the CPAs every year. In addition to providing the "Independence Statement of Auditor" by the CPAs, the evaluation is conducted pursuant to the standards set forth in Article 47 of the Accountant Act and No. 10 of the Norms of Professional Ethics for Certified Public Accountants in the Republic of China (Note 2) Additionally, in accordance with Article 29, Paragraph 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the Audit Quality Indicators Report (AQI Report) prepared by Deloitte Touche Tohmatsu for the period from June 1, 2025, to May 31, 2026, was reviewed to confirm that the experience and training hours of the accountants and the firm were both above the industry average. After confirming that the accountants have no other financial interests or business relationships with the Company aside from certification and financial and tax cases, and that the accountants' family members do not violate independence requirements, the results of the most recent annual assessment were discussed and approved by the audit committee on March 25, 2026, and then reported to the Board of Directors for approval of the independence assessment of the accountants on March 25, 2026. | No significant variance |
41
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| IV. Does the Company have an appropriate number of suitable corporate governance people and appoint a corporate governance officer to be in charge of corporate governance matters (including, without limitation, providing directors with required information for business execution, assisting directors in following laws and regulations, handling matters in relation to board meetings and shareholders' meetings, and producing the minutes of the board of directors and shareholders' meetings according to law)? | ☑ | By the resolution of the board on August 8, 2019, Liao, Wei-Ran, Senior Vice President of the Chairman's office was assigned as the corporate governance officer to take charge of corporate governance-related affairs, protect shareholder equity and reinforce the functions of the board of directors. Liao, Wei-Ran, S.V.P served as a vice president in a financial institution for more than three years and thus is qualified. The key functions of a corporate governance officer include handling matters relating to board meetings and shareholders' meetings according to laws; producing minutes of board meetings and shareholders' meetings; assisting in on-boarding and continuing education of directors; furnishing information required for business execution by directors; and assisting directors with legal compliance; reporting to the board of directors findings from reviews regarding compliance of independent directors' eligibility according to applicable regulatory requirements during nomination, appointment, and inauguration; and taking care of matters concerning changes to the board of directors. |
2025 Business Execution Highlights:
(I) Assisting the independent and general directors to perform duties, furnishing information required, and arranging continuing educations for directors:
(1) Furnishing the latest amendments and developments regarding the businesses the Company operates and corporate governance to directors, and updating them promptly.
(2) Reviewing the classification of information, and providing | No significant variance |
42
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| the information required to directors, to maintain smooth communication and interaction among directors and heads of departments. | ||||
| (3) Pursuant to the Corporate Governance Best Practice Principles, the independent directors meet the internal audit officer and CPAs individually, to understand the Company's financial position, and assist the arrangement of such meetings if required. | ||||
| (4) Assist in the arrangement of annual continuing education for the independent and general directors. | ||||
| (II) Assisting in the agenda-setting process of board meetings and compliance with resolutions: | ||||
| (1) Reporting the implementation of corporate governance to the board, independent directors, and the Audit Committee, and confirming that the convention of board meetings complies with the requirements set forth in related laws and regulations and the Corporate Governance Best Practice Principles. | ||||
| (2) Assisting and reminding directors to comply with laws and regulations while performing their duties or making official resolutions in Board meetings; should there be any resolution that violates laws, advice shall be provided. | ||||
| (3) In charge of the verification and disclosure of material information related to the key resolutions made in Board meetings, to ensure the |
43
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|
| Yes | No | Summary |
| Date of Session | Sponsor Name of Session | Sponsor Name of Session |
| From | ||
| 114/03/28 | 114/03/28 | Taiwan Investor Relations Institute |
| 114/04/23 | 114/04/23 | Taiwan Investor Relations Institute |
| 114/08/08 | 114/08/08 | Taiwan Investor Relations Institute |
| 114/11/07 | 114/11/07 | Taiwan Investor Relations Institute |
| V. Has the Company established communication channels with stakeholders (including but not limited to shareholders, employees, customers, and suppliers, etc.) and created an area for stakeholders on the | ✓ |
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Company's website. Does it appropriately respond to the important corporate social responsibility subjects concerns raised by stakeholders? | 2. The Company website has a dedicated section for corporate responsibility and stakeholders, and has established contact phone numbers and email addresses for business personnel, investor relations, supplier relations, and employee benefits. Stakeholders can communicate via phone or email when needed. Issues concerning stakeholders and communication access are also disclosed in the CSR and Stakeholder sections. | |||
| VI. Has the Company appointed a professional registrar for its Shareholders' Meetings? | ✓ | The Company handles shareholder meeting affairs through the professional stock agency department of First Securities Inc. | No significant variance | |
| VII. Information Disclosure (I) Has the Company established a website for the disclosure of information on its financial position and operations, as well as on corporate governance? | ✓ | The Company has established a website and disclosed information related to financial operations and corporate governance as required. Updates are made regularly for all investors to use as a reference. The Company's website is: http://www.tsecpv.com. The stock code of the Company is 6443; Company information related to finance, business, and corporate governance is also provided via MOPS. | No significant variance | |
| (II) Does the Company adopt other methods of information disclosure (such as setting up an English website, assigning dedicated personnel for the collection and disclosure of company information, implementing a spokesperson system, placing the process of institutional investor conferences on the Company's website, etc.)? | ✓ | The Company's website is multi-lingual for information disclosure. Dedicated staff are assigned to collect information related to the Company from printed media and over the internet. Material information is disclosed on the Company's website and MOPS as required by laws. For the implementation of the spokesperson system, Vice President Chiang, Chih-Hao is assigned as the spokesperson to represent the Company in its external communications. | No significant variance |
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Does the Company announce and report annual financial statements within 2 months of the end of the fiscal year, and announce and report the first, second, and third quarter financial statements as well as the operating status of each month, before the prescribed deadline? | ☑ | The Company had announced and reported early the quarterly financial statements for Q1, Q2, and Q3, as well as monthly operational status. However, the annual financial report has not yet been announced within 2 months after the end of the fiscal year. This report is expected to be completed early, within the period required by laws. | Except for the annual financial report, other reports conform to this requirement. | |
| VIII. Does the Company have other important information that helps to understand the operation of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders' rights, training of directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, and the Company's purchase of liability insurance for directors and supervisors, etc.)? | ☑ | (I) Employee rights and employee care: Refer to "5. Operational Overview/V. Labor-management Relations" (Pages 89 to 91) of this Annual Report. | ||
| (II) Investor relations: As required by laws, the Company's finance and business information is disclosed on MOPS and the official website. The Stakeholder section and contact person have also been established to protect the rights of investors and stakeholders. Other than the AGM and the Stakeholder section on the website, the contact details of the Spokesperson and related business units are also provided by way of offering diversified channels for investor communication. | ||||
| (III) Supplier relations: Good interactions with suppliers are maintained. For the goal of joint enhancement of CSR, the Company requires suppliers to observe laws and regulations related to labor, human rights, environment, safety, or health, while encouraging continuous improvement. The Company has established "Procedures of Supplier Management" and "Regulations for Auditing Supplier Quality." These procedures carefully define the | No significant variance |
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| quality, service level, green products, environmental risks, health and safety, ethical codes, and social responsibility requirements regarding suppliers, and enable selection qualified suppliers. The "Ethical Corporate Management Best Practice Principles" are followed in interactions with suppliers. Good relationships are maintained, while audits are conducted from time to time in order to ensure suppliers' quality. |
(IV) Rights of stakeholders:
The Company has established a spokesperson and a deputy spokesperson. Contact phone numbers and email addresses for business personnel, investor relations, supplier relations, and employee benefits are available for direct communication with stakeholders. The Company has also set up a website ((https://www.tsecpv.com/whistle/) to disclose information on financial operations, business, corporate governance, and stock affairs agencies.
(V) Continuing education of directors:
Professional continuing education at external institutions is arranged for directors to attend from time to time. Alternatively, directors arrange their own external continuing education. The number of continuing education hours completed by directors generally meets regulatory requirements. | |
47
| Assessment Item | Implementation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (VI) Risk management policies and risk evaluation: | ||||
| The Company has established the "Risk Management Policies and Procedures" in accordance with the law to conduct various risk management and assessments. Refer to the descriptions under "Seven. Review and Analysis of Financial Position and Operational Performance, and risk management/ VI. Risk Management and Assessment"(Pages 258-262) of this Annual Report. |
(VII) Implementation of customer policies:
The Company maintains effective communication channels with clients. The Company also strictly fulfills contracts entered with clients and related agreements to ensure clients' rights.
(VIII) Liability Insurance Bought for Directors:
The Company has purchased the "Liability Insurance for Directors, Supervisors, and Key Employees" from Shinkong Insurance Co., Ltd. for USD 5 million. | |
| IX. Please explain the improvement status of the corporate governance assessment results issued by the Corporate Governance Center of Taiwan Stock Exchange Corporation in the most recent year and propose improvement measures for those matters that have not yet been improved. (Not applicable for companies not under evaluation) | ☑ | | The Company's results for the 11th (2025) corporate governance evaluation As a result, the improvement directions for each aspect are proposed as follows:
1. Improve information transparency Improve the completeness of information disclosure, such as publishing and filing annual financial statements within two months after the end of the accounting year.
2. Our company will continue to cooperate with the policies and assessments of the competent authorities to enhance the internationalization of company information. | No significant variance |
48
Note 1: Appointed Accountant Independence Assessment Form
| Evaluation Form for the Independence of the Delegated CPAs | Fulfillment of independence | ||
|---|---|---|---|
| Yes | No | ||
| 1. | No absence of replacement for 7 years has occurred as of the latest certification. | V | |
| 2. | There is no material financial interest relationship with the authorizer. | V | |
| 3. | Any inappropriate relationship with the Company is avoided. | V | |
| 4. | The CPA shall have his/her assistants precisely adhere to the principles of honesty, fairness, and independence. | V | |
| 5. | No audits and certification may be done on the financial statements of clients for the 2 years prior to practice. | V | |
| 6. | The name of the CPA may not be used by any other person. | V | |
| 7. | The CPA does not hold shares of the Company or its affiliates. | V | |
| 8. | There are no money borrowings with the Company and its affiliates. | V | |
| 9. | There are no joint investments or sharing of interests with the Company or its affiliates. | V | |
| 10. | The CPA is not working part-time on a regular basis for the Company or its affiliates, or receiving a fixed salary. | V | |
| 11. | The CPA is not involved in managerial functions such as decision-making of the Company or its affiliates. | V | |
| 12. | The CPA is not concurrently running other businesses that may result in loss of independence. | V | |
| 13. | The CPA is not a spouse, lineal relative, relative by marriage, or relative by blood within the second degree of kinship of the management of the Company. | V | |
| 14. | The CPA is not collecting any commission that has to do with business operations. | V | |
| 15. | There have been no disciplines or conditions that undermine the principle of independence so far. | V |
(IV) If a remuneration committee is established, its composition, duties, and operation shall be disclosed.
- Membership of Remuneration Committee
March 31, 2024
| Designation | Name | Professional qualifications | Experience | Independence status conformity | Number of positions as a Remuneration Committee member in other publicly listed companies |
|---|---|---|---|---|---|
| Independent Director | Cheng, Hsien-Chih | With more than five years of work experience required for the Company's operations, a graduate of National Cheng Kung University, currently concurrently serving as the Independent Director of Tunglien Chemical Corporation, and not having any circumstances outlined in Article 30 of the Company Act. One of the circumstances. | President, Yark Technology Co., Ltd. President for the Greater China Area, department of Electronics and Communications, DuPont Global Business President, Microelectronic Integrated Circuit Department (Chairman of Taiwan Branch) Independent Director of ScinoPharm Taiwan, Ltd. Supervisor of Xiangyi Pharmaceutical Co., Ltd. | (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) | 1 |
| Independent Director | Shen, Chien-Ju (Convener) | With more than five years of work experience required for the Company's operations, a Master of Chemical Engineering graduate from National Taiwan University, and not having any circumstances outlined in Article 30 of the Company Act. | DuPont Taiwan Limited, an American company DuPont Business Manager for Southeast Asia and Taiwan | (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) | 0 |
| Independent Director | Lin, Gu-Tong | With more than five years of work experience required for the Company's operations, a Master of Business Administration graduate from The University of Tennessee, holding a CPA license, formerly served as the Chairman at Deloitte Touche Tohmatsu Limited, and not having any circumstances outlined in Article 30 of the Company Act. | MBA, University of Tennessee Bachelor's degree, Department of Accounting, NCCU Chairman, Deloitte Taiwan | (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) | 2 |
Note: Each director meets the following Conditions for two years prior to their election and during their term of office.
(1) Not employed by the Company or any of its affiliated companies.
(2) Not a director or supervisor of the Company or any of its affiliated companies (this restriction does not apply to concurrent independent director positions in the Company, its parent Company, subsidiary, or another subsidiary of the parent that are compliant with Securities and Exchange Act or local laws).
(3) Does not hold more than 1% of the Company's outstanding shares in their own names or under the name of their spouse, underage children, or proxy shareholder; nor is a top-10 natural-person shareholder of the Company.
(4) Not a manager listed in (1), or a spouse, second-degree relative or closer or third-degree direct relative or closer to any personnel listed in (2) or (3).
(5) Not a director, supervisor, or employee of any corporate shareholder that: 1. holds 5% or more of the Company's outstanding shares; 2. is a top-5 shareholder; or appoints a director/supervisor representative in the Company according to Paragraph 1 or 2, Article 27 of the Company Act. (This excludes concurrent independent director positions held within the Company and its parent/subsidiary, or in other subsidiaries of the parent Company that are compliant with the Act or local laws).
(6) Not a director, supervisor or employee of any other Company that controls directorship in the Company or where more than half of total voting rights are controlled by a single party (this excludes concurrent independent director positions held within the Company and its parent/subsidiary, or in other subsidiaries of the parent Company that are compliant with the Act or local laws).
(7) Does not assume concurrent duty as Chairman, President or equivalent role, and is not a director, supervisor or employee of another Company or institution owned by spouse. (This excludes concurrent independent director positions held within the Company and its parent/subsidiary, or in other subsidiaries of the parent Company that are compliant with the Act or local laws).
(8) Not a director, supervisor, manager, or shareholder with more than 5% ownership interest in any Company or institution that has a financial or business relationship with the Company (however, this excludes concurrent independent director positions held within companies or institutions that hold more than 20% but less than 50% outstanding shares of the Company, or in the Company's parent or subsidiary, or in another subsidiary of the parent that is compliant with the Act or local laws).
(9) Not a professional who provides audit services, or commercial, legal, financial, accounting or consultation services for an accumulated sum of less than NT$500 thousand in the last 2 years, to the Company or its affiliate, nor is an owner, partner, director, supervisors or manager, or the spouse of any of the above, of a sole proprietorship, partnership, Company, or organization that provides such services to the Company or its affiliated companies. This excludes roles as Remuneration Committee, Public Acquisition Review Committee or M&A Special Committee members appointed in accordance with the Securities and Exchange Act or Business Mergers and Acquisitions Act.
(10) Not a spouse or relative of second degree or closer to any other directors.
(11) Not having any circumstances outlined in Article 30 of the Company Act.
(12) Not elected as a government, corporation, or its representative in accordance with the provisions of Article 27 of the Company Act.
- Responsibilities
(1) Determine and periodically review the performance appraisal on the Company's directors and managers, and remuneration policy, system, standards and structure.
(2) Periodically evaluate and determine the Company's remuneration to directors and managers. When performing the duties above, the following principles shall be applied:
A. The performance evaluation and remuneration to directors, supervisors, and managers shall be given with reference to the prevailing standards of the industry and take into account the reasonableness of the correlation between the Company's business performance and future risks.
B. Directors and managers should not be guided to overstep the Company's appetite for risk in pursuit of compensation.
C. The proportion of remuneration for the short-term performance of Directors and senior managers, as well as the time of payment of partial changed remuneration, shall be determined in consideration of industry characteristics and the nature of the Company's business.
D. No member of the Committee may participate in discussion and voting when the Committee is deciding on that member's individual remuneration.
E. The remuneration referred to in the preceding two items includes cash compensation, stock options, bonus shares, retirement benefits or severance payments, various allowances, and other measures with substantial incentives; its scope should be consistent with the guidelines for the matters that should be stated in the annual report of publicly issued companies concerning the remuneration of directors, supervisors, and managers.
51
- Operation of the Remuneration Committee:
(1) There are 3 members in the Company's Remuneration Committee.
(2) Term of office for the current members: June 17, 2024, to May 22, 2028. In the most recent year (2025) and up to the date of the printing of the annual report, the Remuneration Committee held 4 me 3ings. The qualifications and attendance of the members, as well as their operational status, are as follows:
| Title | Name | Actual attendance count [B] | Attendance by proxy | Actual attendance rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|
| Member | Lin, Gu-Tong | 3 | 0 | 100% | |
| Convener | Shen, Chien-Ju | 3 | 0 | 100% | |
| Member | Cheng, Hsien-Chih | 3 | 0 | 100% | |
| Other items to be stated: | |||||
| I. If the Board of Directors decline to adopt, or intends to modify, a recommendation of the Remuneration Committee, state the meeting date, term, contents of motions, resolution of the Board meeting, and the Company's treatment of the opinions of the Remuneration Committee (e.g. where the remuneration passed by the Board exceeds the recommendation of the Remuneration Committee, the circumstances and cause for the difference shall be specified): None. | |||||
| II. For resolutions adopted by the Remuneration Committee, to which a member has a dissenting or qualified opinion which is on record or stated in a written statement, state the meeting date, term, contents of motions, opinion of each member, and the treatment of such opinions: None. | |||||
| The operational status of the Company's Remuneration Committee in 2025 up to the date of the printing of the annual report: | |||||
| Date | Implementation Status | ||||
| The 13th meeting of the 4th session 2025/05/08 | There are no items for discussion at this meeting, only items for reporting. | ||||
| The 1th meeting of the 5th session 2025/12/17 | 1. Proposal: The work plan for the Salary and Compensation Committee for 2015 is submitted for review. | ||||
| Resolution: The proposal is approved as agreed upon by all attending committee members after consultation with the Chairman. | |||||
| 2. Proposal: The definition of the scope of frontline employees of the company is submitted for review. | |||||
| Resolution: The proposal is approved as agreed upon by all attending committee members after consultation with the Chairman. | |||||
| The 21th meeting of the 5th session 2025/03/04 | Proposal: The formal appointment of Manager Yu Chengye as Acting General Manager and the promotion of four other managers are hereby submitted for review. | ||||
| Resolution: This motion is passed as agreed upon by all attending committee members after consultation with the Chairman. |
(V) Information on Nomination Committee Members and Operation:
(1) Qualifications and Responsibilities of Nomination Committee Members
To improve the functions of the Company's Board of Directors and strengthen its management mechanism, the Company established a "Nomination Committee" on December 17, 2025, and formulated the "Nomination Committee Organizational Regulations." This Committee is composed of at least three directors nominated by the Board of Directors, of whom more than half are independent directors. The term of office for a director joining this Committee, unless otherwise stipulated by law or the Company's Articles of Association or rules, shall be from the date of the Board's nomination until the expiration of the director's term, resignation from the Committee
or the director's position, or the date the Board nominates another director to replace the original director as a member of this Committee. A Chairman shall be elected and convened by the Chairman, who shall report to the Board of Directors regularly.
A. Establish standards for the professional knowledge, skills, experience, and gender diversity and independence required of board members (including general directors and independent directors) and senior management, and use these standards to identify, vet, and nominate candidates for directors and senior management.
B. Construct and develop the organizational structure of the board and its committees, conduct performance evaluations of the board, committees, directors, and senior management, and assess the independence of independent directors.
C. Develop and periodically review director development programs and succession plans for directors and senior management.
D. Establish the company's code of conduct for corporate governance.
The list of members of the first Nomination Committee is as follows:
| Title | Name | Professional qualifications and experience | Actual attendance count [B] | Attendance by proxy | Actual attendance rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|---|
| Convener | Lin, Gu-Tong | The Company’s Nomination Committee consists of the Chairman, Directors, and three Independent Directors. For the professional qualifications and experience of the committee members, please refer to Section 4 of this Annual Report, “Disclosure of Information on Directors’ Professional Qualifications and Independent Directors’ Independence.” | 0 | 0 | 100% | |
| Member | Shen, Chien-Ju | 0 | 0 | 100% | ||
| Member | Cheng, Hsien-Chih | 0 | 0 | 100% | ||
| Member | Liao, Kuo-Ron | 0 | 0 | 100% | ||
| Member | Liao, Wei-Ran | 0 | 0 | 100% | ||
| Other items to be stated: | ||||||
| I. If the board of directors does not adopt or amend the recommendations of the nomination committee, it should state the date and session of the board meeting, the content of the resolution, the outcome of the board resolution, and the company's handling of the nomination committee's opinion: None. | ||||||
| II. For any resolutions passed by the Nomination Committee, if a member objects or has reservations and there is a record or written statement, the date and term of the Nomination Committee meeting, the content of the resolution, the opinions of all members, and the handling of the members' opinions should be stated.: None. | ||||||
| Status of the Nomination Committee as of the date of publication of the annual report for the fiscal year 114: No nomination committee meeting has not yet been held. |
(VI) If the company has established a Sustainability Development Committee, it should disclose its composition, responsibilities, and operation.
- Information on members of Sustainable Development Committee
March 31, 2026
| Conditions | Experience | Professional qualifications | |
|---|---|---|---|
| Designation | Name | ||
| Member | Cheng, Hsien-Chih (Convener) | President, Yark Technology Co., Ltd. President for the Greater China Area, department of Electronics and Communications, DuPont Global Business President, Microelectronic Integrated Circuit Department (Chairman of Taiwan Branch) Independent Director of ScinoPharm Taiwan, Ltd. Supervisor of Xiangyi Pharmaceutical Co., Ltd. | Business management, industry knowledge |
| Member | Shen, Chien-Ju | DuPont Taiwan Limited, an American company DuPont Business Manager for Southeast Asia and Taiwan | Market marketing, industry knowledge |
| Member | Lin, Gu-Tong | MBA, University of Tennessee Bachelor's degree, Department of Accounting, NCCU Chairman, Deloitte Taiwan | Business management, financial accounting. |
| Member | Hung, Chen-Ren | Ph.D. in Chemistry, University of Missouri-Rolla Vice President, Powertec Energy Deputy Assistant President, Resources and Materials, Gintech Energy Corporation General Manager of JASolar Technology Co., Ltd. | Business management, leadership decision-making. |
| Member | Liao, Wei-Ran | Master's Degree, New York State University Deputy Assistant President, DBS Deputy Assistant President, Standard Charter Deputy Assistant President, ABN AMRO Senior Executive Deputy General Manager of JASolar Technology Co., Ltd. | Business management, market marketing. |
| Member | Chen, Cheng-Cong | Bachelor's in Accounting, Tamkang University Auditor at KPMG Huazhen LLP Audit Manager of JASolar Technology Co., Ltd. | Internal Audit and Internal Control |
2. Responsibilities
When performing the duties above, the following principles shall be applied:
A. Drafting the Company's sustainable development policy.
B. Development of sustainable development goals, strategies, and implementation plans, including sustainable governance, ethical operation, and environmental and social aspects.
C. Review, tracking, and revision of the Company's sustainable development implementation and its effectiveness, with regular reporting to the board of directors.
D. Addressing concerns and supervising communication plans related to various stakeholders, including shareholders, customers, suppliers, employees, government, non-profit organizations, communities, and media.
E. Handling other matters instructed by the board of directors for the committee's responsibility.
- Operation of the Sustainable Development Committee:
(1) There are 3 members in the Company's Sustainable Development Committee.
(2) Term of office for the current members: June 17, 2025, to May 22, 2027. In the most recent year and up to the date of the printing of the annual report, the Remuneration Committee held 2 meetings. The qualifications and attendance of the members, as well as their operational status, are as follows:
| Title | Name | Actual attendance count [B] | Attendance by proxy | Actual attendance rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|
| Member | Lin, Gu-Tong | 2 | 0 | 100% | |
| Member | Shen, Chien-Ju | 2 | 0 | 100% | |
| Convener | Cheng, Hsien-Chih | 2 | 0 | 100% | |
| Member | Hung, Chen-Ren | 2 | 0 | 100% | |
| Member | Liao, Wei-Ran | 2 | 0 | 100% | |
| Member | Chen, Cheng-Cong | 2 | 0 | 100% | |
| Other items to be stated: | |||||
| 1. If the Board of Directors does not adopt or alters the recommendations of the Sustainability Committee, it should specify the date, session number, content of the proposal, resolution outcome of the Board of Directors, and the Company's handling of the opinions from the Sustainability Committee (if the compensation passed by the Board exceeds the recommendations of the Sustainability Committee, the differences and reasons should be stated): None. | |||||
| 2. For the resolutions adopted by the Sustainable Development Committee, to which a member has a dissenting or qualified opinion which is on record or stated in a written statement, state the meeting date, term, contents of motions, opinion of each member, and the treatment of such opinions: None. | |||||
| The operational status of the Company's Sustainability Committee in 2025 up to the date of the printing of the annual report: | |||||
| Date | Implementation Status | ||||
| The 1th meeting of the 2st session 2025/6/21 | 1. Subject: Drafting of an annual plan for sustainable development, submitted for review. | ||||
| Resolution: The proposal has been unanimously approved following the chairman's consultation with all attending directors and their agreement to approve the proposal as presented. To implement and execute sustainable development goals, cultivate the habit of applying them in work, and track progress monthly or quarterly instead of waiting for biannual meetings to make adjustments. | |||||
| 2. Subject: For the Company's 2024 Sustainability Report approval proposal, submitted for review. | |||||
| Resolution: The proposal has been unanimously approved following the chairman's consultation with all attending directors and their agreement to approve the proposal as presented. | |||||
| The 2th meeting of the 2st session 2025/12/17 | Subject: Drafting of an annual sustainable development plan, submitted for review. | ||||
| Resolution: After consulting with the attending directors, the motion was unanimously passed. |
(V) Implementation status of sustainable development and deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for such variance
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||
|---|---|---|---|---|
| Yes | No | |||
| I. | Has the Company established an exclusively (or concurrently) dedicated unit to promote sustainable development and have executives been appointed by the board of directors to handle the promotion of such under the board's supervision? | ✓ | The Company has defined its "Corporate Governance Best Practice Principles" and "Sustainable Development Best Practice Principles" to govern the promotion of sustainable developments throughout the Company. The Sustainable Development Committee was formed in 2022 to be the exclusive unit for the promotion of sustainable development. It consists of 6 members in total (including 3 independent directors and 3 high-ranking managers from inside the Company, and one of the independent directors has been elected as Chairman On the basis of its sustainable development strategy, the Company has had the Sustainable Development Committee set up working groups on "corporate governance", "ethical corporate management", "risk management", "environmental protection", and "social relations" in order to consolidate corporate governance, develop a sustainable environment, protect the public interest in society, and reinforce disclosure of information on corporate sustainable development. Article 9 of the Company's "Code of Conduct for Sustainable Development" stipulates that reports should be submitted to the Board of Directors regularly. Two meetings were held in 2025, with agenda items including "Formulation of the Annual Sustainable Development Plan," "Approval of the 2024 Sustainable Development Report," and a report on the implementation of "Risk Management Policies and Procedures." In addition to hearing reports from the Sustainable Development Committee on the effectiveness of ESG initiatives, the Board of Directors also supervised the improvement strategies for promoting sustainability during the meetings, serving as a reference for the operation of the Sustainable Development Committee. | No significant variance. |
| II. | Does the Company follow the materiality principle to conduct risk assessment for environmental, social and corporate | ✓ | The Company has put in place the "Risk Management Policy and Procedures," as approved by the board, and the "Risk Management Task Force" has been set up under the Sustainable Development Committee. The President is responsible for coordinating the promotion and operation of risk management plans, | No significant variance. |
| sustainability and environmental protection, and the risk management policy and procedures. | sustainability and environmental protection. |
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| governance topics related to company operations, and establish risk management related policy and strategy? | and the accountable unit in each department is in charge of undertaking risk management in their respective department. The risks are, in honor of the materiality principle, assessed annually and are reported to the Board. The scope of risk management includes hazard risk, operational risk, financial risk, strategic risk, compliance/contractual risk, and other risks. Effective implementation of the risk management process—which includes risk identification, risk measurement, risk monitoring, risk reporting and disclosure, and risk response—ensures the execution of the Company's risk management strategy. According to the assessment based on the principle of materiality, the corporate-level risk assessment items and related risks in 2025 concerning environmental, social, and corporate governance issues related to the Company's operations. The management strategy is as follows: | ||||
| Material Issues | Risk Assessment Items | Risk management policies or strategies. | |||
| Environment | Environmental protection and ecological conservation | Our company is a professional manufacturer of solar cells and modules. While aiming for corporate growth, we emphasize pollution prevention, are committed to energy conservation and carbon reduction, climate change mitigation and adaptation, biodiversity and ecosystem protection, and promoting renewable energy and sustainable resource use to enhance environmental performance. Through the systematic PDCA management cycle of ISO14001, pollution control equipment is properly utilized to effectively control pollution emissions. Additionally, we formulate waste reduction and energy conservation and carbon reduction environmental protection plans and programs |
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| annually according to the management system and regularly track and review them to ensure the effectiveness of the execution of these environmental protection plans and programs. | ||||||
| Society | Occupational safety | When the plant was established, it obtained certification for the Occupational Safety and Health Management System and the Taiwan Occupational Safety and Health Management System. The validity of the certificates is maintained through annual external verifications. Through the systematic PDCA management cycle of ISO45001, hazard identification, risk assessment, and control are managed to prevent accidents, reduce employee risk, and enhance the safety environment through systematic operations. | ||||
| Product safety | The Company's products comply with government certification regulations and, through rigorous quality system management, provide customers with stable product quality. To ensure customer service quality and enhance customer satisfaction, a customer service hotline and communication website have been established. Customer service satisfaction surveys are conducted regularly every year to strengthen the cooperative relationship with customers. This mutually beneficial relationship with customers serves as the cornerstone of the Company's sustainable development. | |||||
| Corporate governance | Socioeconomic and Legal Compliance | By establishing a governance organization and implementing internal control mechanisms, the |
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| Company ensures that all employees and operations comply with relevant laws and regulations. | ||||||
| III. Environmental Topic | ||||||
| (I) Has the Company set up an environmental management system designed to develop industry characteristics? | ☑ | The Company is a professional solar cell and module manufacturer. While pursuing corporate growth, we promote renewable energy and apply resources properly to reduce environmental pollution, for the sustainable development of the environment. Therefore, high standards of environmental specifications and pollution prevention facilities were referenced when designing the plant. Once the plant was completed, an ISO 14001 environment management system was also developed. The plants in Hsinchu and Pingtung were certified as ISO14001 environment management systems in 2011 and in 2018, and this certification is still valid. Continual improvements are made based on P.D.C.A system management and pollution prevention facilities are tested by qualified testing institutions regularly while establishing relevant operational regulations and monitoring to maintain their normal operation. | No significant variance. |
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| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Is the Company committed to improving energy utilization efficiency and to the use of renewable materials with low environmental impacts? | ✓ | The company actively promotes various energy reduction measures, selecting high-energy-efficiency and energy-saving equipment to reduce energy consumption for the enterprise and its products, and expanding the use of renewable energy to optimize energy efficiency. The 2025 target was a 10% reduction in electricity consumption compared to the baseline year 2022 (78,722 MWh), which has been achieved. The future target (2024-2028) is a 15% reduction in electricity consumption compared to 2024 (2028), and the company will install renewable energy power generation equipment and purchase green electricity to gradually improve the efficiency of renewable energy use. The company places great emphasis on environmental awareness. In production management, all resources that can be recycled or reused are handled in accordance with the principle of making the most of resources. Waste is classified according to its characteristics for recycling or disposal, and all disposal companies are legal and qualified. Packaging materials are also recycled and reused. From 2023 to 2028, the recycling rates of packaging materials for products shipped from the Hsinchu plant to the Pingtung plant were 70.5%, 74.2%, and 76.5%, respectively. | No significant variance. | |
| (III) Does the Company evaluate current and future climate change potential risks and opportunities and take measures related to such topics? | ✓ | The Company has formulated the "Procedures and Policy of Risk Management," and regularly holds meetings of its risk management task force, which also proposes responses to severe weather events resulting from climate change. | No significant variance. | |
| (IV) Has the Company collected data on greenhouse gas emissions, water usage and waste quantities in the past 2 years, and set policies regarding energy conservation, greenhouse gas emissions reduction, water usage reduction and waste management? | ✓ | Greenhouse Gas Emissions The company's greenhouse gas inventory results, confirmed status, and reduction policies are listed in Schedules 2-2-3 of this annual report. Water Management The company has long been concerned with water resource conservation and environmental protection issues. Regarding water conservation plans, the company starts with comprehensively implementing water-saving measures in daily life to maximize the benefits of available water resources. Water consumption in the past two years: | No significant variance. | |
| (V) How do the Company's efforts to reduce the carbon emissions in the past 2 years, and to reduce the energy consumption of the enterprise, are being investigated? | ✓ | Greenhouse Gas Emissions The company's Greenhouse gas inventory results, confirmed status, and reduction policies are listed in Schedules 2-2-3 of this annual report. Water Management The company has long been concerned with water resource conservation and environmental protection issues. Regarding the energy consumption of the enterprise, the company starts with comprehensively implementing the energy-efficiency measures in daily life to maximize the benefits of the available energy resources. The company also has a strong focus on the energy-efficiency measures in the past 2 years. | No significant variance. | |
| (VI) How do the Company's efforts to reduce the carbon emissions in the past 2 years, and to reduce the energy consumption of the enterprise, are being investigated? | ✓ | Greenhouse Gas Emissions The company's Greenhouse gas inventory results, confirmed status, and reduction policies are listed in Schedules 2-2-3 of this annual report. Water Management The company has long been concerned with the energy-efficiency measures in the past 2 years, and the company also has a strong focus on the energy-efficiency measures in the past 2 years. | No significant variance. |
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| Annual | 113 Year | 114 | Year | |||
| water consumption (metric tons) | 406115 | 250945 | ||||
| Water intensity (water intake/revenue in millions of yuan) | 89.95 | 137.50 | ||||
| The company has implemented numerous improvement measures, including incorporating a wastewater recycling system and using recycled water in processes to increase water production. In 2025, through water resource management and the implementation of water-saving technologies, approximately 155,000 metric tons of water were saved, a reduction of over 38% compared to the previous year (2024). The company has been committed to water resource recycling and reuse for many years. In 2025, the total water intake was 250,945,000 cubic meters. Waste Management To pursue sustainable operation, the company continuously optimizes processes and recycles resources to achieve a win-win goal of reducing environmental pollution and effectively utilizing resources. Waste is classified according to its characteristics for recycling or disposal. Yuanjing also conducts regular assessments and audits annually, as well as unannounced on-site inspections to strengthen the supervision and management of waste disposal companies. The company is committed to environmental protection. Since the completion of its plants, it has established an environmental management system in accordance with the ISO 14001 standard. The Hsinchu plant obtained ISO 14001 certification for its environmental management system in 2011, and the Pingtung plant in 2018. It has passed annual external verification since 2025 and continues to maintain the validity of its ISO 14001 certificates, which can be downloaded from the company's website. The company's waste output in 2025 was 1458.2 metric tons, a decrease of 1499.7 metric tons compared to the previous year. Waste output in the past two years: | ||||||
| Annual | 113 Year | 114 | ||||
| General industrial waste (metric tons) | 2580.8 | 113 | ||||
| Hazardous industrial waste (metric tons)) | 377.1 | 32 |
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| Gross weight (metric tons) | 2957.9 | 1438.2 | ||||
| Waste density (metric tons/million RMB turnover) | 0.66 | 0.80 | ||||
| IV. Social Topic | ||||||
| (I) Does the Company set policies and procedures in compliance with regulations and internationally recognized human rights principles? | ✓ | To fully fulfill its corporate social responsibility, and protect the basic human rights of all employees, clients and stakeholders, TSEC observes internationally recognized human right standards, such as Universal Declaration of Human Rights, The United Nations Global Compact, and International Labor Convention, as well as the Labor Standards Act of Taiwan, local labor related laws and regulations at the locations where we are present, with related managerial policies and procedures established. The relevant management policies and procedures are published on the company website as follows: (1) "Anti-Discrimination and Anti-Harassment Management Regulations" ensure that employees are not discriminated against in recruitment, work and life, salary and promotion, and strictly prohibit discriminatory behavior while preventing any harassment. (2) "Freedom of Association Management Regulations" ensure employees' freedom of association and respect all employees' rights to freedom of belief, association, association participation, union membership, and collective bargaining. (3) "Prohibition of Child Labor and Misuse Remedial Management Regulations" establish policies, procedures, and remedial measures to effectively control the non-employment and non-support of child labor. (4) "Anti-Disciplinary, Forced Labor, and Prison Labor Management Regulations" ensure free forms of labor and prohibit the use of any forced, secured (including debt settlement), or contractually bound labor, involuntary or exploitative prison labor, or enslaved or trafficked persons. | No significant variance. | |||
| (II) Has the Company established appropriately managed employee welfare measures | ✓ | Reasonable employee benefits have been formulated and implemented, and employee appraisals have been conducted by complying with national labor laws; business performance is | No significant variance. |
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (include salary and compensation, leave and others), and link operational performance or achievements with employee salaries and compensation? | appropriately reflected in employee benefits and remuneration through employee bonuses. | |||
| (III) Does the Company provide employees with a safe and healthy working environment, with regular safety and health training? | ✓ | Environmental Safety and Health Policy: Yuanjing Solar is a professional manufacturer of solar cells and modules. While striving for corporate growth, we prioritize pollution prevention, energy conservation and carbon reduction, climate change mitigation and adaptation, biodiversity and ecosystem protection, and the promotion of renewable energy and sustainable resource utilization to improve environmental performance. We are committed to improving safe and healthy working conditions to prevent injuries and health hazards, complying with or exceeding environmental safety and health regulations and obligations, and consulting and participating with company employees and other stakeholders. We are committed to integrating information and resources to implement the following environmental safety and health policies to fulfill our social responsibility and achieve sustainable development goals: | ||
| (1) Fulfill compliance obligations and commit to environmental protection. | ||||
| (2) Control environmental and safety risks and implement continuous improvement. | ||||
| (3) Promote environmental and safety education and require full participation. | ||||
| (4) Strive for energy conservation and carbon reduction and respond to green procurement. |
In 2015, our company had 3 occupational injury incidents (excluding traffic accidents) involving 3 people, totaling 5 days of occupational injury. The total occupational injury index for 2015 was 0.04 at the Hsinchu plant and 0.06 at the Pingtung plant. After each occupational accident, we conducted investigations, implemented improvements, and prevented recurrence to ensure employee safety.
Occupational Environment Monitoring: To protect workers from hazardous substances in the | No significant variance. |
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| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance |
|---|---|---|
| Yes | No | Summary |
| Occupational Safety Audits: The company has established environmental safety inspection and audit operation standards, conducting unscheduled environmental safety inspections. Any discrepancies are reported to relevant departments for improvement. We also have internal environmental safety management system audit standards, conducting regular audits. Any discrepancies are reported to relevant departments for improvement. In 2015, our company's internal audits and inspections identified 102 deficiencies requiring improvement, all of which were rectified within the stipulated timeframes. Equipment Safety Management | ||
| The company classifies its equipment and legally regulates and inspects all hazardous machinery and equipment to ensure safe operation. In 2025, the company had a total of 6 pieces of hazardous equipment, all of which underwent regular inspections in accordance with the "Regulations for Safety Inspection of Hazardous Machinery and Equipment" to ensure safe use. The company also conducted inspections of regulated machinery and equipment using automated inspection methods to ensure safe operation. | ||
| The company's occupational safety training and outreach over the past three years: | ||
| To ensure employees are familiar with occupational safety and health regulations and to promote employee health, the company arranges an annual training program. Courses include respiratory protection plans, emergency response (including fire, chemical leaks, etc.), and required certifications under occupational safety and health or environmental regulations. | ||
| Annual | 112Year | 113Year |
| Newly recruited workers' safety training personnel | 160 | 62 |
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| Number of employees receiving safety training | 302 | 116 | 113 | |||
| Number of people receiving fire-fighting skills and evacuation training | 3,213 | 3,365 | 1,764 | |||
| Number of people trained in wearing respiratory protective equipment | 166 | 187 | 141 | |||
| Emergency response personnel skills training sessions | 203 | 255 | 58 | |||
| Company Verification Status: The Hsinchu and Pingtung plants have obtained ISO 45001 Occupational Safety and Health Management System certification and TOSHMS Taiwan Occupational Safety and Health Management System certification, maintaining the validity of the certifications. | ||||||
| (IV) Has the Company established effective career development training plans? | ✓ | Our company has established an "Education and Training Committee" responsible for formulating education and training strategies and annual training plans. Following the "Education and Training Management Procedures," we promote six main training axes, constructing a diverse and comprehensive talent development mechanism. Each year, based on our operational strategy, business development direction, and future growth needs, the company plans functional training for managers and employees at all levels. This includes new employee training, professional skills training, and management training, helping employees continuously improve their professional capabilities and management skills. At the same time, we prioritize training courses on labor law, a friendly workplace, and honest business practices to strengthen legal compliance awareness and corporate culture. Our company conducts training in accordance with the Ministry of Labor's Talent Development Quality Management System (TTQS) framework and continuously applies for the Ministry of Labor's "Enterprise Human Resources Enhancement Program." In 2025, the total number of career training hours reached 890 hours, with a cumulative total of 1,509 participants. | No significant variance. |
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Furthermore, the company also assists employees in continuously growing according to their career goals and | ||||
| job requirements through annual performance reviews, where managers and employees jointly discuss and set individual annual competency development plans. Regular reviews and feedback are provided to help employees achieve continuous growth based on their career goals and job requirements. | ||||
| (V)Do the Company's products and services comply with related regulations and international rules for customers' health and safety, privacy, sales, labelling and polices to protect consumer and customer rights, including relevant appeal procedures? | ☑ | T Our company has established a "Supplier Management Procedure" to assess suppliers' past records of impacting the environment and society before engaging with them. In addition, we have established "Supplier Quality Audit Operating Standards" to carefully define and select qualified suppliers based on their quality, service level, green products, environmental, health and safety risks, ethical standards, and social responsibility. | No significant variance. | |
| (VI) Has the company established a supplier management policy that requires suppliers to comply with relevant regulations on environmental protection, occupational safety and health, or labor rights, and how is it implemented? | Management Policies and Guidelines: Our company has established relevant regulations such as the "Socially Responsible Supplier Management Procedure," "Conflict Mineral Non-Use Management," and "Hazardous Substance Management," and has formulated a Supplier Code of Conduct in accordance with the Responsible Business Alliance (RBA) guidelines. These regulations cover aspects such as environment, labor, health and safety, corporate governance, and business ethics. Major suppliers with annual transaction amounts reaching a certain threshold are required to sign a "Supplier Social Responsibility Commitment," a "Conflict Mineral Non-Use Commitment," and a "Hazardous Substance Non-Use Declaration" to implement supply chain management requirements. Supplier Evaluation and Risk Assessment: Our company requires major suppliers to obtain ISO 9001, ISO 14001, and ISO 45001 management system certifications and conducts annual supplier evaluations and risk assessments. We use the "Supplier Social Responsibility Risk Assessment and Review Form" to monitor suppliers' implementation of sustainability aspects |
66
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (environment, labor, health and safety, corporate governance, and ethics), and require suppliers to provide relevant supporting documentation. Regarding conflict minerals, suppliers are required to complete the Conflict Minerals Survey Form (CMRT) to ensure that raw material sources comply with relevant regulations. |
Implementation Status: New Supplier Audits: For the 2025 audits of three new major material suppliers for battery and module manufacturers, all audit results met environmental and social management requirements, achieving a 100% pass rate.
Regular Audit Implementation Status: Our company establishes an audit team annually to conduct regular audits of supplier quality management, occupational health and safety, environmental protection, and corporate governance. In 2025, audits were completed for 28 battery manufacturers and 20 module manufacturers. All results met relevant requirements, and no significant risks were identified.
Promoting Continuous Supplier Improvement: We encourage suppliers to conduct internal carbon emission assessments in accordance with ISO 14064-1 standards, continuously evaluate their environmental permits and pollution emission compliance, and plan to incorporate carbon reduction and emission reduction achievements into supplier evaluation criteria. | |
| V.Does the Company refer to international reports to prepare standards or guidelines, such as sustainability reports that disclose non-financial related information of the Company? Has said Report acquired any verification or statement of assurance from a third-party validating institution? | ☑ | | This company has prepared the "2024 Sustainability Report" in accordance with the general standards, industry standards, and major theme standards issued by the Global Reporting Initiative (GRI). The report discloses the major economic, environmental, and human (including human rights) themes and impacts identified by the company, the disclosure items and their reporting requirements, and references industry indicator information and corresponding report content indexes from the Sustainability Accounting Standards Board (SASB) standards.
After the "2024 Sustainability Report" was | Completed in 2025. |
67
| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| completed, it was verified by Green International Verification Limited, which issued an independent assurance statement. The report was submitted to the Board of Directors for approval on August 8, 2014, and subsequently published. | ||||
| VI.If the Company has established its own Corporate Sustainability Development Best Practice Principles in accordance with the "Corporate Sustainability Development Best Practice Principles for TWSE/GTSM Listed Companies", please describe its implementation and any differences between them : | ||||
| The Company has established its "Corporate Social Responsibility Best Practice Principles." The actual operations do not differ from the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies" significantly. | ||||
| VII.Other important information to help understand implementation status and promotion of sustainable development measures: | ||||
| • Mobile Green Energy Education and Promotion Activities: Due to the presence of a power plant in Pingtung, our company has found a lack of green energy education among children in rural areas. Therefore, since 2013, we have regularly conducted mobile green energy education programs. These programs have been implemented at Changle Elementary School, Linbian Elementary School (Longquan Branch), and Yuguang Elementary School. In addition to classroom instruction, we also provide on-site explanations at the power plant, with positive feedback. We promote the concept of energy conservation and carbon reduction, sow the seeds of renewable energy initiatives, and strive to contribute to the promotion of green energy in Taiwan, fulfilling our corporate social responsibility. | ||||
| • November 2024: Awarded the Outstanding Case Award of the Ministry of Labor's "National Talent Development Award" | ||||
| • November 2024: Awarded the "Outstanding Talent Cultivation Unit" by the Taoyuan-Hsinchu-Miaoli Branch of the Workforce Development Agency, Ministry of Labor | ||||
| • May 2023: Awarded the "Excellent Employer" by the Pingtung County Government | ||||
| • November 2022: Awarded the Bronze Medal of the TTQS Talent Development Quality Management System by the Workforce Development Agency, Ministry of Labor | ||||
| • December 2022: Hsinchu and Pingtung plants obtained ISO 14064-1:2018 Greenhouse Gas Inventory Certificate | ||||
| • December 2020: Hsinchu and Pingtung plants passed ISO 45001:2018 Occupational Safety and Health Management System Verification | ||||
| • October 2020: Awarded the Bronze Medal of the TTQS Talent Development Quality Management System by the Workforce Development Agency, Ministry of Labor | ||||
| • August 2019: Hsinchu Plant Awarded the Outstanding Workplace Award for its Breastfeeding Room in Hsinchu County | ||||
| • December 2018 Pingtung Plant Receives "Healthy Workplace Certification - Healthy Start Mark" from the Health Promotion Administration, Ministry of Health and Welfare | ||||
| • December 2018: Pingtung Plant Passes ISO14001, OHSAS18001, and TOSHMS Certifications | ||||
| • October 2018: Receives Bronze Medal from the Workforce Development Agency, Ministry of Labor, for its TTQS Talent Development Quality Management System | ||||
| • August 2018: Pingtung Plant Receives Pingtung County's Friendly Breastfeeding Room Workplace Certification. | ||||
| • December 2016: Hsinchu Plant once again received the "Healthy Workplace Certification - Health Promotion Mark" from the Health Promotion Administration, Ministry of Health and Welfare. | ||||
| • October 2016: Awarded "Excellent Occupational Safety and Health Personnel" by the Ministry of Labor. |
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| Assessment Item | Implementation Status | Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| • April 2016: Hsinchu Plant passed the Ministry of Labor's "Performance Recognition for Occupational Safety and Health Management System of Public Institutions" extension for five years. | ||||
| • October 2015: Two silicon crystal solar module products and three silicon crystal solar cell products passed ISO/TS 14067:2013 product carbon footprint verification. | ||||
| • August 2015: Hsinchu Plant received the Ministry of Labor's "Excellent Occupational Safety and Health Unit" award. | ||||
| • July 2015: Hsinchu Plant was awarded the Hsinchu County Friendly Breastfeeding Room Workplace Certification. | ||||
| • December 2014: Hsinchu Plant passed ISO 50001:2011 Energy Management System verification. | ||||
| • December 2014 Awarded the British Standards Institution (BSI) "Environmental Governance Practice Award" | ||||
| • January 2014: Hsinchu Plant awarded the "Healthy Workplace Certification - Health Promotion Mark" by the Health Promotion Administration, Ministry of Health and Welfare | ||||
| • November 2013: Hsinchu Plant awarded the "Outstanding Service Unit of the National Occupational Safety and Health Group Cooperation Organization in 2012" by the Council of Labor Affairs, Executive Yuan | ||||
| • June 2013: Hsinchu Plant passed the Council of Labor Affairs' "Performance Recognition for Occupational Safety and Health Management System of Public Institutions" | ||||
| • February 2013: Monocrystalline and polycrystalline silicon solar cell products passed PAS 2050:2011 product carbon footprint verification | ||||
| • October 2012: Hsinchu Plant passed ISO 14064-1:2006 greenhouse gas verification | ||||
| • December 2011: Hsinchu Plant passed ISO 14001:2004 Environmental Management System verification and TOSHMS Taiwan Occupational Safety and Health Management System verificationCNS15506:2011, OHSAS18001:2007 Occupational Safety and Health Management System Validation |
Implementation status of climate-related information
| project | Implementation status |
|---|---|
| 1. Describes the supervision and governance of climate-related risks and opportunities by the Board of Directors and management. Execution Status: | TSEC Sustainability Committee primarily discusses and assesses climate risk management, and then the Chairman reports the climate change resolutions to senior management regarding implementation performance and recommendations for improvement. In the fourth quarter of each year, the Board of Directors submits a report on the year's implementation results and the work plan for the following year, revising the report based on the Board's feedback and incorporating climate change risk-related issues and management objectives. |
| 2. Describe how the identified climate risks and opportunities affect the company's business, strategy, and finances (short-term, medium-term, and long-term). | Climate change, with its extreme weather events and other impacts, may disrupt a company's business, strategy, and finances. Our company has adopted the climate-related framework outlined in the Task Force on Climate-related Financial Disclosures (TCFD) to identify climate risks and opportunities. Please refer to our sustainability report. |
| 3. Describes the impact of extreme weather events and transition actions on finances. Implementation Status: | Extreme weather events caused by climate anomalies are frequent, with particularly significant financial impacts. A description of the immediate and long-term risks associated with extreme weather events, as well as the transformation risks arising from transformation actions, is provided (see Project Two for details): |
| 4. Explain how the processes for identifying, assessing, and managing climate risks are integrated into the overall risk management system. | The identified risk and opportunity scenarios and the control measures to be incorporated into the management system are as follows: I. Transformation Risks: Two major risks were identified: market risk and raw material cost increase risk. (I) Market Risks: In line with government policies, we will continue to focus on four main themes: energy conservation, energy creation, energy storage, and system integration. Our strategies will emphasize proactive energy conservation, diversified energy creation, smart energy storage, flexible dispatch, and a sound market, aiming to establish Taiwan as the Asia-Pacific green energy center. We will continue to focus on improving product quality and streamlining management, while diversifying our product strategy from solar power generation at solar farms and communication applications to energy storage systems. (II) Rising Raw Material Prices: Yuanjing Solar will establish partnerships with multiple suppliers to reduce reliance on a single supplier and build long-term trust and cooperation to gain supplier support and preferential treatment. We will also closely monitor market and industry changes, including raw material price trends and supply conditions. This will allow us to anticipate potential problems and, if necessary, sign long-term supply contracts with suppliers to ensure stable supply and prices. II. While the following projects are not classified as high-risk projects, for risk mitigation purposes, we selected projects with relatively high occurrence and impact for related improvement work. Policy and regulatory risks – two transition risks were identified: increased greenhouse gas emission pricing and strengthened emissions reporting obligations: The Climate Change Response Act will impose carbon fees on high-emission products, whether directly or indirectly, starting in 2024. The potential financial impact of this structural risk is increased operating costs; however, since our company is not currently in a high-carbon-emission industry, the overall operating and financial impact is not expected to be significant. In addition to conducting a comprehensive greenhouse gas inventory in 2023, our company will use 2023 data as the base year and set carbon reduction targets based on the needs of the company's operations. |
| 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analytical factors, and key financial impacts used should be described. | TSEC Referring to the TCFD's climate-related scenario analysis, both quantitative and qualitative climate-related scenario analyses were used to formulate corresponding strategies. Simultaneously, the 2°C scenario (2DS) was discussed at the Sustainability Committee meeting, and tools provided by the TCCIP (Integrated Climate Change Service Platform) were used as a reference for assessing climate change entity risk scenarios. Ultimately, the 2DS/RCP2.6 scenario was selected as the company's climate change entity risk scenario. Furthermore, in accordance with the "ISO 31000 Risk Management System and Guidance Outline," thematic descriptions of climate change risks and opportunities |
| related to transition risks and entity risks in the above scenarios were conducted based on impact and occurrence. Finally, climate risks and opportunities relevant to the company's operating scope were identified, considering a decade as a timeframe for the company's long-term operational development, defining the short term as 1-3 years, the medium term as 3-5 years, and the long term as 6-10 years. For financial impact, please refer to the analysis charts in Question Type 2. | |
|---|---|
| 6. If there is a transition plan to address climate-related risks, describe the plan's content and the indicators and objectives used to identify and manage entity risks and transition risks. | TSEC Based on the indicators established by the TCFD Climate Risk and Opportunity Framework, the following targets are further set: I. Average annual energy saving rate should reach over 1%. II. Annual carbon emission reduction should be over 1%. Implementation Plan: (1) The energy efficiency of the process was compared, the optimal operating mode was determined, and it was applied on-site to improve energy efficiency. (2) In terms of load management, FAB lighting management was implemented, old lamps were removed, and LED lights were used to achieve energy saving. (3) In terms of energy-saving measures, the air compressor pressure was adjusted to reduce the number of start-ups and shutdowns, thereby reducing power consumption. (4) When replacing old facilities, priority will be given to purchasing facilities that meet energy-saving and power-saving requirements to reduce power consumption. III. Greenhouse gas management will be implemented according to ISO 14064-1, and annual verification will be conducted to maintain its effectiveness and ensure the effective operation of the management mechanism. |
| 7. When using internal carbon pricing as a planning tool, the basis for price setting should be explained. | Our company has not yet used internal carbon pricing as a planning tool. |
| 8. If climate-related targets are set, the activities covered, the scope of greenhouse gas emissions, the planning timeline, and the annual progress should be described. If carbon offsets or renewable energy certificates (RECs) are used to achieve the targets, the source and quantity of the carbon reduction credits offset or the quantity of renewable energy certificates (RECs) should be described. | TSEC Based on the indicators established by the TCFD Climate Risk and Opportunity Framework, the following targets are further set: I. Average annual energy saving rate should reach over 1%. II. Annual carbon emission reduction should be over 1%. Implementation Plan: (1) The energy efficiency of the process was compared, the optimal operating mode was determined, and it was applied on-site to improve energy efficiency. (2) In terms of load management, FAB lighting management was implemented, old lamps were removed, and LED lights were used to achieve energy saving. (3) In terms of energy-saving measures, the air compressor pressure was adjusted to reduce the number of start-ups and shutdowns, thereby reducing power consumption. (4) When replacing old facilities, priority will be given to purchasing facilities that meet energy-saving and power-saving requirements to reduce power consumption. III. Greenhouse gas management will be implemented according to ISO 14064-1, and annual verification will be conducted to maintain its effectiveness and ensure the effective operation of the management mechanism. |
| 9. Greenhouse gas inventory and confidence status, reduction targets, strategies and specific action plans (to be filled in separately on 1-1 and 1-2)。 | Please see the following instructions for details. |
1-1 Greenhouse Gas Inventory and Assurance Status for the Most Recent Two Years
1-1-1 Greenhouse Gas Inventory Information
- Yuanjing's parent company entities (Hsinchu Plant, Pingtung Plant, Taipei Company) should begin inventory checks in 2024.
- Yuanjing's consolidated financial statement subsidiaries should begin inventory checks in 2025.
A greenhouse gas inventory mechanism has been established in accordance with the ISO 14064-1 greenhouse gas inventory standard published by the International Organization for Standardization (ISO). Starting in 2024, the company will regularly conduct annual inventory checks on its individual greenhouse gas emissions to fully understand the use and emission status of greenhouse gases and verify the effectiveness of reduction actions.
The greenhouse gas inventory data for the most recent two years is a summary of greenhouse gas emissions including those of the company, based on the operational control method, as explained below:
| 113 year | 114 year | ||||
|---|---|---|---|---|---|
| Emissions (tons CO2e) | Intensity (tons of CO2e / NT$ million in revenue) | Emissions (tons CO2e) | Intensity (tons of CO2e / NT$ million in revenue) | ||
| Our company | Category 1: Direct Greenhouse Gas Emissions | 5,135.2450 | 1,614.6797 | ||
| Category 2: Direct Greenhouse Gas Emissions | 45,183.1046 | 28,866.6139 | |||
| 小针 | 50,318.3496 | 30,481.2936 | |||
| Consolidated financial statements of all subsidiaries | Category 1: Direct Greenhouse Gas Emissions | - | 0 | ||
| Category2: Direct Greenhouse Gas Emissions | - | 0 | |||
| Subtotal | - | 0 | |||
| total | 50,318.3496 | 11.15 | 30,481.2936 | 16.70 |
Note 1: Direct emissions (Category 1, i.e., emissions directly from sources owned or controlled by the company), energy-related indirect emissions (Category 2, i.e., indirect greenhouse gas emissions from input electricity, heat, or steam), and other indirect emissions (Category 3, i.e., emissions generated by the company's activities, not energy-related indirect emissions, but from emission sources owned or controlled by other companies).
Note 2: The scope of data on direct and energy-related indirect emissions shall be in accordance with the schedule stipulated in Article 10, Paragraph 2 of this guideline. Information on other indirect emissions may be disclosed voluntarily.
Note 3: Greenhouse gas inventory standards: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 published by the International Organization for Standardization (ISO).
Note 4: The intensity of greenhouse gas emissions can be calculated per unit of product/service or turnover, but data calculated in turnover (NT$ million) should be specified at least.
1-1-2 Greenhouse gas information
| The statement shall describe the confidence status for the two most recent years up to the date of publication of the annual report, including the scope of confidence, the confidence body, the confidence criteria, and the confidence opinion. |
|---|
| Yuanjing's parent company should implement the verification process starting in 2027. Yuanjing's consolidated financial statements for its subsidiaries should implement the verification process starting in 2028. Yuanjing has established a greenhouse gas verification mechanism in accordance with the ISO 14064-1 greenhouse gas verification standard published by the International Organization for Standardization (ISO), and conducts verification, and plans to implement the verification process starting in 2027. |
1-2 Greenhouse gas reduction targets, strategies and specific action plans
| It should describe the base year for greenhouse gas reduction and its data, reduction targets, strategies and specific action plans, and the status of achieving the reduction targets. |
|---|
| It should describe the base year for greenhouse gas reduction and its data, reduction targets, strategies and specific action plans, and the status of achieving the reduction targets. The average annual energy saving rate should be set at over 1%, renewable energy should be appropriately introduced, and greenhouse gas management should be implemented in accordance with ISO 14064-1. An annual inventory should be conducted to ensure the effective operation of the management mechanism. Status of Emission Reduction Target Achievement The emission data and target achievement status for each year to date are as follows: In 2012, carbon emissions in Category 1 were 7266.4811 tons of CO2e, and in Category 2 were 51934.0515 tons of CO2e, totaling 59200.5326 tons of CO2e, with an intensity of 7.17. In 2013, carbon emissions in Category 1 were 5135.2450 tons of CO2e, and in Category 2 were 45183.1046 tons of CO2e, totaling 50318.3496 tons of CO2e, with an intensity of 11.15. In 2015, carbon emissions in Category 1 were 1,614.6797 tons of CO2e, and in Category 2 were 28,866.6139 tons of CO2e, totaling 30,481.2936 tons of CO2e, with an intensity of 16.70. Emissions decreased year by year, with the combined emissions from Category 1 and Category 2 decreasing by 19,837.0560 tons of CO2e in 2015 compared to 2013. However, the carbon intensity did not meet the target. |
Note: For details of the disclosure, please refer to the Best Practice Examples on the website of the Corporate Governance Center of the Taiwan Stock Exchange.
(VI) Fulfillment of Ethical Corporate Management, and variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the reason for any such variance
| Item | Implementation Status | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Stipulate ethical management policies and plans | ||||
| (I) Does the Board of Directors of the Company stipulate and approve ethical management policies and clearly state the policies and methods of ethical management in the regulations and external documents, and does the Board of Directors and high level executives actively implement the business policies to fulfill the commitment? | ✓ | (I) The Company has established corporate governance rules and regulations related to integrity management, such as the "Corporate Governance Practice Principles," "Integrity Management Principles," "Integrity Management Operational Procedures and Behavior Guidelines," and "Code of Ethical Conduct for Directors and Managers," all approved by the Board of Directors. These documents explicitly state the policies and practices of integrity management, and all Board members (8) and managers (16) have signed the "Integrity Management Policy Compliance Statement." | No significant variance | |
| (II) Has the Company established a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within its business scope which are at a higher risk of being involved in unethical conduct, and | ✓ | (II) To implement the integrity management policy and prevent dishonest behavior, the Board of Directors approved the "Integrity Management Operational Procedures and Behavior Guidelines" on April 26, 2022. This established a risk assessment mechanism for dishonest behavior, devised plans to prevent such behavior, and organized educational promotions on | No significant variance | |
| the public domain, and the public health system, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance | the public domain, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance, and the public health system's performance |
| Item | Implementation Status | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| establish prevention programs accordingly, which shall at least include the preventive measures specified in Paragraph 2, Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"? | integrity and ethical standards. In 2025, no reports of violations of integrity management were received. | |||
| (III) Whether the Company has established relevant policies that are duly enforced to prevent unethical conduct, provided implementation procedures, guidelines, consequences of violation and appealing procedures, and periodically reviews and revises such policies? | ☑ | (III) The Company has the "Ethical Corporate Management Best Practice Principles" and the "Procedure for Ethical Corporate Management and Behavioral Guide" in place specifying the unethical behavior prevention proposal, the educational training and evaluation, the whistleblowing system, the disciplinary and complaint-filing systems, and the foregoing proposal is reflected upon and revised periodically reflective of the regulatory requirements of the competent authority. | No significant variance |
| Item | Implementation Status | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| II. Ethic Management Practice | ||||
| (I) Does the Company evaluate business parties' ethical records and include ethics-related clauses in contracts entered into with the partners? | ☑ | (I) Before the Company trades with a customer, the sales unit must have the customer profile in place and have checked the customer's debt and credit background. They are to be reviewed and approved by the financial authority before business interactions may begin. Some transactions shall be registered along with the conditions according to the Personal Property Secured Transactions Act. Some transactions are taking place according to the loan limit approved by the Loan and Credit Committee. The purchase order or contract entered into between the parties includes confidentiality terms about integrity. | No significant variance | |
| (II) Has the Company set up a dedicated unit under the Board of Directors to promote ethical corporate management and regularly (at least once every year) report to the Board of Directors the implementation and supervision of the ethical corporate management policies and prevention programs against unethical conduct? | ☑ | (II) The Company has designated the head of administrative functions under the General Manager's Office to be responsible for the formulation (revision) and implementation of policies such as the Integrity Management Principles, planning and reviewing related procedures, proposing improvements, handling complaints, and conducting related advocacy and educational training on integrity management. The Audit Office is responsible for supervising the implementation to ensure the enforcement of the Integrity Management Principles. A report on the implementation of integrity management for 2024 was presented to the Board of Directors on December17, 2025, and was disclosed on the Company website and in the annual report as required. | No significant variance | |
| (III) Has the Company established policies to prevent against conflicts of interest, provided appropriate channels for filing related complaints and implemented the policies accordingly? | ☑ | (III) The Company has established a "Code of Ethical Conduct for Directors and Managers" and "Integrity Management Operational Procedures and Behavior Guidelines," approved by the Board of Directors, which explicitly outline the conflict of interest prevention policy and the rules to avoid opportunities for personal gain. The Company has set up a whistleblower and complaint mailbox to handle reporting incidents confidentially. | No significant variance |
| Item | Implementation Status | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) To implement relevant policies on ethical conducts, has the Company established effective accounting and internal control systems, audit plans based on the assessment of unethical conduct, and have its ethical conduct program audited by internal auditors or CPAs periodically? | ✓ | (IV) | ||
| 1. In order to enforce the ethical corporate management policy, the Company already has an effective accounting system and internal control system in place. No risk of unethical behavior involving a high-risk coefficient is found according to the risk assessment findings. Therefore, there is no drafting of a specific audit plan. Unethical behavior was not found during audits involving ethical corporate management, either. | ||||
| 2. The Company has established the "Procurement Management Procedures," which strictly regulate the processes of procurement requests, bidding, acceptance, and payment claims. For projects exceeding NT$3 million, audit and administrative supervisors are involved in the bidding process. | ||||
| 3. The signing targets of the Integrity Trading Commitment include a total of 774 qualified suppliers established by the materials unit and miscellaneous vendors meeting the conditions, with a return of 774, achieving a completion rate of 100%. | No significant variance | |||
| (V) Does the Company provide internal and external ethical conduct training programs on a regular basis? | ✓ | 1. Arrange educational promotions on "Integrity and Ethical Standards" for new employees, with a total of 24 sessions and 29 participants, accumulating 6 hours: In December, a course on "Honest Business Practices" was arranged for department heads and relevant personnel in purchasing, accounting, sales, legal affairs, and general affairs. There was one session with 88 participants, totaling one hour.. | ||
| 2. Information on "Internal Important Information Processing and Insider Trading Prevention" was disseminated to newly appointed Director Liu Zheliang. | No significant variance |
| Item | Implementation Status | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| III. Implementation of Complaint Procedures | ||||
| (I) Does the Company establish specific complaint and reward procedures, set up conveniently accessible complaint channels, and designate responsible individuals to handle the complaint received? | ☑ | The Company has the "Procedure for Managing Reports, Complaints, and Suggestions and Employee Engagement" in place and specialists are available to take charge of the reporting system (as is shown below) so that employees, suppliers, and other external stakeholders can report illegal acts or any behavior against human rights, the work rules, the behavioral guide, or the Ethical Corporate Management Best Practice Principles". | ||
| In addition, there are also employee suggestion boxes, email addresses, and complaint hotlines, as well as options to report to the head of the respective unit or the Company's audit department, providing employees with diverse and unobstructed reporting channels. | ||||
| Reporting system: [email protected]. | No significant variance | |||
| (II) Whether the Company has established standard operation procedures for investigating the complaints received, follow-up measures after investigation are completed, and ensuring such complaints are handled in a confidential manner? | ☑ | The Company has established a "Whistleblowing, Complaints and Suggestions, and Employee Participation Feedback Management Procedure," which includes the protection of the privacy of whistleblowers and involved parties. | ||
| The management procedures include the protection of the whistleblower's and the involved parties' privacy. | ||||
| and other personal rights and interests regulations. | No significant variance | |||
| (III) Does the Company adopt proper measures to prevent a whistleblower from retaliation for his/her whistleblowing? | ☑ | The Company handles whistleblowing cases with confidentiality, fully protecting whistleblowers, and providing the accused parties with opportunities to appeal, to ensure the legal rights of both whistleblowers and the accused parties. | No significant variance | |
| IV. Information Disclosure | ||||
| Does the Company disclose its ethical corporate management best practice principles as well as information about implementation of such guidelines on its website and Market Observation Post System ("MOPS")? | ☑ | The Company has disclosed the ethical corporate management best practice principles and the implementation at the Company's website and MOPS. | No significant variance | |
| V. If the Company has established its own Integrity Management Principles based on the "Regulations Governing the Establishment of Integrity Management in Public Companies," please describe its operation and any differences from the prescribed principles. The Company has formulated its "Integrity Management Principles," which clearly regulate the matters that company personnel must comply with, and the procedures for reporting and penalties are |
| Item | Implementation Status | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the reason for any such variance | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| also explicitly defined in the relevant measures. There are no significant differences from the "Regulations Governing the Establishment of Integrity Management in Public Companies." | ||||
| VI. Other important information that helps understand the implementation of ethical corporate management of the Company: 1. The Company complies with the Company Act, Securities and Exchange Act, Business Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, and the Public Officials Conflict of Interest Avoidance Act, as well as the related regulations of listed companies or other relevant business conduct laws, as a fundamental premise for implementing integrity management. The Company also spares no effort in adhering to high standards regarding the observance of environmental and quality policies. 2. The Company's "Board of Directors Meeting Protocol" stipulates a conflict of interest avoidance system for directors. If a board proposal concerns a director's personal interests or those of a represented legal entity, potentially harming the Company's interests, the director may present opinions and answer inquiries but must refrain from discussions and voting. They are also required to recuse themselves during discussions and voting and cannot act as a proxy to vote on behalf of other directors. 3. The Company has established the "Internal Material Information Consolidation and Insider Trading Prevention Management Procedures" to not only create an effective internal material information handling and disclosure mechanism, preventing improper information leakage, but also ensure the consistency and accuracy of the Company's external information releases. These procedures stipulate that directors, supervisors, managers, and employees must not disclose any internal material information they are privy to or inquire about or collect undisclosed internal material information unrelated to their personal duties from those who are aware of such information. Additionally, there is a confidentiality obligation not to disclose undisclosed internal material information learned incidentally from performing business duties to others. Moreover, it specifies that pursuant to laws, upon actually knowing of any material information, and prior to the public disclosure of such information or within 18 hours after its public disclosure, the insiders, quasi-insiders, and information receivers, shall not sell shares of the Company that are listed or traded at securities dealers, or any other equity-type security of the Company, or sell the non-equity-type corporate bonds of such company that are listed or traded at securities dealers, so that anyone knows material information would not conducting insider trading without knowing it. 4. The second amendment to the Company's "Ethical Corporate Management Best Practice Principles" was approved by the Board of Directors on March 7, 2022 and was brought forth during the 2022 General Shareholders' Meeting for acknowledgment, with records on file 5. Contents of the first edition of the Company's "Operating Procedure and Behavioral Guide for the Ethical Corporate Management Best Practice Principles" were approved by the Board of Directors on April 26, 2022, with records on file. |
(VII) Other information to facilitate better understanding of the Company's operation of corporate governance may be disclosed altogether: The related information is disclosed at MOPS http://mops.twse.com.tw
- On February 12, 2019, the Company established the Internal Material Information Handling and Insider Trading Prevention Management Procedures, and simultaneously revised some clauses to prevent the Company or its insiders from unintentionally or intentionally violating insider trading regulations due to a lack of understanding of legal regulations, and to protect the interests of investors and the Company. In accordance with the Company's established "Internal Material Information Handling and Insider Trading Prevention Procedures," the Company conducts training and dissemination of this procedure (including: confidentiality procedures for material information, explanations of the causes, identification process, and transaction examples of insider trading, the scope of internal material information, confidentiality procedures, disclosure procedures, and handling of violations) and related laws and regulations to directors, managers, and employees at least once a year.
-
The Company continuously invests resources to strengthen its corporate governance operations and has set up a corporate governance section on its website to explain the company's corporate governance situation. The website also provides relevant company rules and regulations for download and reference.
-
Our company has established workplace diversity and gender equality policies and discloses their implementation.
(1) Our company complies with legal requirements to protect employees' human rights, privacy, and prohibit inappropriate discrimination (we have established procedures to prevent discrimination and harassment). We adhere to the principles of fairness, impartiality, and integrity. The selection, recruitment, promotion, and performance evaluation of employees all comply with government regulations and there is no discrimination based on race, color, gender, gender orientation, religion, marital status, age, nationality, or disability.
- Our company holds regular corporate briefings, and relevant information from these briefings is published on the company website and the public information observation platform.
(VIII) Implementation of the internal control system shall disclose the following:
-
Internal Control Statement: Please refer to the Public Information Observatory (https://mops.twse.com.tw)/Single Company/Corporate Governance/Company Regulations/Internal Control/Internal Control Statement Announcement
-
For those who commission an accountant to review their internal control system, the accountant's review report should be disclosed: None.
(IX) Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
- The important resolutions passed at the Company's 2025 Annual General Meeting of Shareholders and their implementation status are as follows:
Date: 9:00 AM, Friday, May 23, 2025
Location: No. 335-12, Daxi Rd., Pingtung City, Pingtung County (Company's Pingtung Plant):
| Key proposals to be resolved by AGM | Resolutions and implementation |
|---|---|
| Acceptance of the 113th Annual Business Report and Financial Statements | The case was passed by vote as proposed. |
| The 113th fiscal year profit and loss compensation plan was acknowledged. | The case was passed by vote as proposed. |
| Discussion and amendment of certain clauses in the Company's "Procedures for Acquiring or Disposing of Assets" | The case was passed by vote as proposed. |
| Discussion on amending certain articles of the Company's Articles of Association | The case was passed by vote as proposed, and the change of registration was completed on June 24, 2014. |
| Approval of the 2023 earnings distribution. | The elected directors are as follows: |
| Director: Weiren Investment Co., Ltd. | |
| Director: Yaskawa Industrial Co., Ltd. Representative: Liao, Wei-Ran | |
| Director: Chengxi Investment Co., Ltd. Representative: Hsu Cheng-Ch | |
| Director: Yusheng Innovation Co., Ltd. Representative: Liu, Weng-Cheng | |
| Director: National Development Fund Management Committee, Executive Yuan Representative: Kung, Ming-Hsin | |
| Independent Director: Lin, Gu-Tong | |
| Independent Director: Cheng, Hsien-Chih | |
| Independent Director: Shen, Chien-Ju | |
| Case to lift the non-compete restrictions on the company's directors | The case was passed by vote as proposed and will be implemented in accordance with the shareholders' meeting resolution. |
- The following is a summary of the important resolutions passed by the Company's Board of Directors from 2025 to the date of publication of this annual report:
79
| Date of Meeting | Key proposals to be resolved by Board meetings | Implementation |
|---|---|---|
| 18th meeting of the 5th term 2025/3/5. | • Approved the drafting of the Company's 2024 Individual and Consolidated Financial Statements. | |
| • Approved the 2024 Profit and Loss Adjustment Plan. | ||
| • Approved the assessment of the independence and competence of the Company's auditors. | ||
| • Approved the audit and certification fees for the Company's 2024 financial statements. | ||
| • Approved the review of the Company's accounts receivable that were overdue for more than three months beyond the normal credit period in the first quarter of 2024, which were not in the form of disguised loans. | ||
| • Approved the proposed revision of the Company's "Acquisition or Disposal of Assets Procedures". | ||
| • Approved the drafting of the Company's Securities Investment Operation Standards. | ||
| • Approved the authorization for the Company's securities investment operations. | ||
| • Approved the proposed change of the custodian of the Company's seal registered with the Ministry of Economic Affairs. | ||
| • Approved the approval of the Company's 2024 "Internal Control System Statement". | ||
| • Approved the re-election of the Company's directors. | ||
| • Approved the amendment of the Company's "Articles of Association". | ||
| • Approved the lifting of the non-compete restrictions on directors. | ||
| • The proposal to convene the 114th Annual General Meeting of Shareholders of the Company was passed. | Executed according to the resolution. | |
| 19th meeting of the 5th term 2025/5/8. | • Approved for the consolidated financial statements of the Company for the first quarter of 2025. | |
| • Approved for the Company's completed and new derivative transactions. | ||
| • Approved for the Company's proposed application for financing lines and line renewals from the following financial institutions. | ||
| • Approved for the Company's proposed loan to Hou Chang Energy Co., Ltd., with a line of NT$150 million. | ||
| • Approved for the Company's accounts receivable that were overdue for more than three months beyond the normal credit period in the first quarter of 2025 and were of a significant amount, which are not in the form of disguised loans. | ||
| • Approved for increasing the investment authorization limit for the investment target, Taiwan Semiconductor Manufacturing Company Limited (TSMC). | Executed according to the resolution. | |
| 1th meeting of the 6th term 2025/5/23 | • The proposal to elect a chairman was passed. | Executed according to the resolution. |
| 2th meeting of the 6th term 2025/6/17. | • By appointing members to the Company's Fifth Remuneration and Compensation Committee. | |
| • By appointing members to the Company's Second Sustainability Committee. | ||
| • By lifting the non-compete restrictions on directors. | ||
| • By approving the Company's pre-approval of non-confirmation services by its accounting firm for the 2015 fiscal year. | ||
| • By engaging in completed and new derivative transactions with the Company. | Executed according to the resolution. | |
| 3th meeting of the 6th term 2025/8/8 | • Approved the consolidated financial statements for the second quarter of 2025. | |
| • Approved the prepayments for equipment made by the Company as of the end of June 2025, which were not in the form of disguised loans. | ||
| • Approved the completed and new derivative transactions undertaken by the Company. | ||
| • Approved the Company's proposed application for financing lines and their renewal from the following financial institutions. | ||
| • Approved the approval of the Company's perpetual report for 2024. | Executed according to the resolution. |
81
| 4th meeting of the 6th term 2025/11/7 | • Approved the consolidated financial statements for the third quarter of fiscal year 2025.
• Approved the completed and new derivative transactions undertaken by the Company.
• Approved the renewal of the Company's financing lines with the following financial institutions.
• Approved the amendment to the terms of the NT$1.9096 billion syndicated credit line applied for from Mega International Commercial Bank (CIFCO).
• Approved the proposed capital reduction and cancellation of the privately placed Class A preferred shares.
• Approved the revision of certain operations within the Company's internal control system.. | The resolution has been fully implemented, except for the pending case of reclaiming the privately placed Class A special shares and cancelling the shares due to capital reduction. |
| --- | --- | --- |
| 5th meeting of the 6th term 2025/12/17 | • Approved the drafting of the Company's 2026 Business Plan (including financial budget).
• Approved the scope of the Company's "frontline employees".
• Approved the establishment of the Company's "Nomination Committee Organizational Regulations".
• Approved the election of the members of the Company's first Nomination Committee.
• Approved the drafting of the Company's "Enterprise Value Enhancement Plan".
• Approved the drafting of the 2026 Audit Plan. | Executed according to the resolution. |
| 6th meeting of the 6th term 2026/3/4 | • Approved the formal appointment of Yu Cheng-ye as Acting General Manager and the promotion of four other managers.
• Approved the Company's 2025 Individual and Consolidated Financial Statements.
• Approved the Company's 2025 Loss Mitigation Plan.
• Approved the Company's 2025 Internal Control System Statement.
• Approved the amendment to the Company's Articles of Association.
• Approved the geothermal development project in Yilan area.
• Approved the drafting of matters related to convening the Company's 2026 Annual General Meeting of Shareholders. | Executed according to the resolution. |
| 7th meeting of the 6th term 2026/3/25 | • Approved the appointment of the company's auditor after assessing their independence and competence.
• Approved the audit and certification fees for the company's financial statements for fiscal year 2016.
• Approved the company's proposed application for a financing line from E.Sun Commercial Bank.
• Approved the proposed conversion of the company's loan and debt receivables from its subsidiary, Hou Chang Energy Co., Ltd., into capital increases. | Executed according to the resolution. |
(X) Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the Board of Directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None.
IV. Information on CPA professional fees
(I) 2025 certification accountant fees.
Unit: In NT$ in thousand
| Name of accounting firm | Name of accountants | Audit period | Audit Fee | Non-audit public funds | Total | Remark |
|---|---|---|---|---|---|---|
| 勤業眾信聯合會計師事務所 | Yu, Cheng-Chuan | 114.1.1~114.12.31 | 2,675 | 30 | 2,705 | |
| Meng-Kuei Yu |
Note: Non-audit expenses mainly consist of costs related to the English translation of financial statements.
(II) If an accounting firm is changed and the audit fees paid in the year of change are lower than those in the year before the change, the amount and reason for the audit fees before and after the change should be disclosed: None.
(III) If the audit fees are lower than 10% of the previous year, the amount, percentage, and reason for the decrease in audit fees should be disclosed: None.
V. Information about replacement of CPAs:
(I) About the former CPA
| Date of replacement | Approved by the Board of Directors on November 6, 2024. | |||
|---|---|---|---|---|
| Cause and Notes | In line with the necessary internal adjustments and rotations of the accounting firm, starting from the third quarter of 2024, the certifying accountants for the Company will change from Accountant Cheng-Chuan Yu and Accountant Chaung-Hsun Chen to Accountant Cheng-Chuan Yu and Accountant Meng-Kuei Yu. | |||
| To specify whether the client or CPA terminates or rejects the appointment | Status Counterpart | Certified Public Accountant | Client | |
| Terminate the appointment voluntarily | N/A | N/A | ||
| The appointment is not accepted (continue) | N/A | N/A | ||
| Issuance of the audit report other than the audit report containing unqualified opinions in the most recent two years, and cause thereof | None of such cases | |||
| Disagree with the Company | Yes | Accounting principles or practices | ||
| Disclosure of financial report | ||||
| Scope or steps of audit | ||||
| Others | ||||
| None | V | |||
| Description | ||||
| Other disclosures (Items four to seven of subsection 1, section 6 of Article 10 of these guidelines should be disclosed) | None |
(II) About the successor CPA
| Name of Accounting Firm | Deloitte Taiwan |
|---|---|
| Name of Accountants | Accountant Cheng-Chuan Yu and Accountant Meng-Kuei Yu |
| Date of Appointment | Approved by the Board of Directors on November 6, 2024. |
| Pre-appointment consultation on specific transactional accounting methods or accounting principles, and opinions that may be issued on financial statements. Consultation Matters and outcomes. | None |
| Written opinion of the successor CPA regarding discrepancies with the predecessor CPA . | None |
(III) The former accountant's response to items one and two, subsection three, section six of Article 10 of these guidelines:
N/A
VI. Name of Auditing Firm or Its Affiliates at Which the Company's Chairman, President, or Managers Responsible for Financial or Accounting Matters Was an Employee over the Past Year, His/Her Position and Employment Period: None.
VII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, manager, or shareholder with a stake of more than 10%, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report
(I) Changes in equity of directors, supervisors, managers and major shareholders holding 10% or more stake: Please visit the Taiwan Stock Exchange's Public Information Observation Station (https://mops.twse.com.tw/mops/#/web/stapap1)/Shareholding Balance of Directors and Supervisors/6443 for inquiries.
(II) Equity transfer information : None.
(III) Equity pledge information : None.
VIII. Relationship information, if among the Company's top ten shareholders, any one is a related party or a relative within the second degree of kinship of another
March 24, 2026; Unit: Shares; %
| Name | Shareholdings by oneself | Shareholding of spouses and children of minor age | Shareholding through nominees | Disclosure of information on related parties, defined as IAS 6, or spousal relationship or relations within second degree of kinship, among top ten shareholders, including their names and relationships | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | Sharehold ing ratio | Shares | Sharehold ing ratio | Shares | Sharehold ing ratio | Name | Relationship | ||
| Invesco Solar ETF held in custody by the HSBC | 20,655,000 | 3.83% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Yu Sheng Energy Corporation | 18,404,210 | 3.42% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| National Development Fund Management Committee of the Executive Yuan | 9,137,343 | 1.70% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Hong Jinghuang | 6,101,000 | 1.13% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Huang Bixin | 4,507,000 | 0.84% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Wei Jen Investment Co Ltd. | 2,796,817 | 0.52% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Chase-managed investment account of JP Morgan Securities Limited | 2,523,621 | 0.47% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| HSBC manages Invesco's two subsidiary funds, Solar UCITS. | 2,391,015 | 0.44% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Datong Custody Advanced Trust Stock Index II Investment Account | 1,845,785 | 0.34% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Citibank manages UBS Europe SE investment account | 1,719,281 | 0.32% | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Note 1: the shareholders disclosed in the table are the top ten shareholders after adding the number of preferred shares
Note 2: the shareholding percentage is calculated based on the total issued shares 538,691,466 shares.
IX. The number of shares held by the Company, the Company's directors, supervisors and managers as well as the businesses directly or indirectly controlled by the Company in the same one investment business, and the consolidated comprehensive shareholding ratio: None.
Three. Fundraising Situation
I. Capital and shares
(I) Source of Share Capital
- Formation of capital stock
March 24, 2026 Unit: Thousand Shares; NT$ Thousand
| Month and Date | Issuance Price (NT$) | Approved Share Capital | Paid-in Share Capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of Share Capital | Shares paid with properties other than cash | Others | ||
| June 2010 | 10 | 360,000 | 3,600,000 | 60,000 | 600,000 | Share capital for establishment | - | Note 1 |
| October 2010 | 10 | 360,000 | 3,600,000 | 305,000 | 3,050,000 | Cash capital increase 2,450,000 thousand | - | Note 2 |
| March 2011 | 10.5 | 360,000 | 3,600,000 | 360,000 | 3,600,000 | Cash capital increase 550,000 thousand | - | Note 3 |
| August 2012 | 10.5 | 500,000 | 5,000,000 | 390,000 | 3,900,000 | Cash capital increase 300,000 thousand | - | Note 4 |
| June 2014 | 10 | 500,000 | 5,000,000 | 300,300 | 3,003,000 | Reduce capital 897,000 thousand | - | Note 5 |
| August 2014 | 11 | 500,000 | 5,000,000 | 315,315 | 3,153,150 | Cash capital increase 150,150 thousand | - | Note 6 |
| August 2015 | 13.5 | 500,000 | 5,000,000 | 351,855 | 3,518,550 | Cash capital increase 365,400 thousand | - | Note 7 |
| June 2016 | 12 | 500,000 | 5,000,000 | 426,855 | 4,268,550 | Cash capital increase 750,000 thousand | - | Note 8 |
| December 2017 | 10.5 | 500,000 | 5,000,000 | 476,855 | 4,768,550 | Cash capital increase 500,000 thousand | - | Note 9 |
| May 2019 | 10 | 700,000 | 7,000,000 | 314,017 | 3,140,167 | Reduce capital 1,628,383 thousand | - | Note 10 |
| October 2019 | 7 | 700,000 | 7,000,000 | 379,017 | 3,790,167 | Cash capital increase 650,000 thousand | - | Note 11 |
| December 2020 | 25.8 | 700,000 | 7,000,000 | 445,796 | 4,457,967 | Cash capital increase 667,800 thousand | - | Note 12 |
| January 2022 | 23.75 | 700,000 | 7,000,000 | 471,691 | 4,716,914 | Issued the preferred shares for NT$258,947 thousand | - | Note 13 |
| July 2022 | 26.5 | 700,000 | 7,000,000 | 502,191 | 5,021,914 | Cash capital increase 305,000thousand | - | Note 14 |
| August 2023 | 27.1 | 700,000 | 7,000,000 | 538,691 | 5,386,914 | Cash capital increase 365,000thousand | - | Note 15 |
Note 1: June 24, 2010 was approved by letter no. 09901129020.
Note 2: October 6, 2010 was approved by letter no. 09901220130.
Note 3: March 4, 2011 was approved by letter no. 10001038270.
Note 4: August 28, 2012 was approved by letter no. 10101177960.
Note 5: June 30, 2014 was approved by letter no. 10301126840.
Note 6: August 4, 2014 was approved by letter no. 10301159440.
Note 7: October 16, 2015 was approved by letter no. 10401220380.
Note 8: July 20, 2016 was approved by letter no. 10501168750.
Note 9: December 18, 2017 was approved by letter no. 10601169400.
Note 10: May 29, 2019 was approved by letter no. 10801062100.
Note 11: October 23, 2019 was approved by letter no. 10801145800.
Note 12: December 22, 2020 was approved by letter no. 10901241590.
Note 13: January 4, 2022 was approved by letter no. 11001236160.
Note 14: Approved by Letter Jing-Shou-Shang-Zi No. 11101145960, dated August 4, 2022
Note 15: Approved by Letter Jing-Shou-Shang-Zi No. 11230171520, dated August 31, 2023
2. Types of Shares
March 24, 2026; Unit: Shares
| Types of Shares | Approved Share Capital | Remarks | ||
|---|---|---|---|---|
| Outstanding Shares | Unissued Shares | Total | ||
| Common stock shares | 512,796,730 | 161,308,534 | 700,000,000 | Listed Shares |
| Preferred shares | 25,894,736 | Not listed (TWSE/TPEx) |
3. Information on shelf registration: None.
(II) List of Major Shareholders
Name, shares held, and percentage of the shareholders with $5\%$ or more stake, or the top ten shareholders with the highest shareholding
March 24, 2026/Unit: Shares
| Shares Name of major shareholder | Shares Held | Shareholding proportion |
|---|---|---|
| Invesco Solar ETF held in custody by the HSBC | 20,655,000 | 3.83% |
| Yu Sheng Energy Corporation | 18,404,210 | 3.42% |
| National Development Fund Management Committee of the Executive Yuan | 9,137,343 | 1.70% |
| Hong Jinghuang | 6,101,000 | 1.13% |
| Huang Bixin | 4,507,000 | 0.84% |
| Wei Jen Investment Co Ltd. | 2,796,817 | 0.52% |
| Chase-managed investment account of JP Morgan Securities Limited | 2,523,621 | 0.47% |
| HSBC manages Invesco's two subsidiary funds, Solar UCITS. | 2,391,015 | 0.44% |
| Datong Custody Advanced Trust Stock Index II Investment Account | 1,845,785 | 0.34% |
| Citibank manages UBS Europe SE investment account | 1,719,281 | 0.32% |
Note 1: the shareholders disclosed in the table are the top ten shareholders after adding the number of preferred shares
Note 2: the shareholding percentage is calculated based on the total issued shares 538,691,466 shares.
(III) Company's Dividend Policy and Implementation Status
1. The dividend policy set forth in the Articles of Incorporation
According to Articles of Incorporation 24 of the Company, earnings of the Company after the annual final accounts, if any, are distributed in the sequential order as shown below:
(1) Complete tax payments in accordance with the law;
(2) Make up for past losses;
(3) Allocate $10\%$ as legal reserve;
(4) Special reserve is allocated or reversed by law when necessary;
(5) If there are still earnings, the accumulated undistributed earnings from the previous year are added and the total will be the earnings available for distribution. The Board of Directors is to prepare a surplus distribution proposal that is to be brought forth during the shareholders meeting for a resolution.
Based on the Company's operational needs and the consideration of maximizing shareholder interests, the Company's dividend policy appropriately allocates
dividends according to the future capital expenditure budget and funding requirements. The dividends to shareholders are not lower than 20% of the distributable earnings of the year. Dividends can be distributed in cash or stocks. The cash dividend shall not be less than 10% of the total shareholders' dividends. However, if there is a major capital expenditure plan in the future, it may be distributed entirely as stock dividends upon approval by the shareholders' meeting.
- Proposed dividend distribution for this shareholders' meeting:
The Company's board of directors resolved on March 5, 2025, not to distribute shareholders' dividends due to the absence of accumulated earnings at the end of the period.
- If a material change in dividend policy is expected, provide an explanation: none
(IV) The effects of stock grants proposed at this shareholders' meeting on business performance and EPS: Not applicable.
(V) Remuneration to employees, directors, and supervisors
- Amount or scope of remuneration to employees, directors and supervisors as stated in the Articles of Association:
If the Company is profitable in the fiscal year, it shall allocate no less than 5% of the profit as employee remuneration in the form of stocks or cash as resolved by the board. Employees of controlled or affiliated companies are also entitled to receive remuneration, provided that they meet the criteria specified by the Company. The Company may contribute maximum 5% from the abovementioned profit as the directors and supervisors' remunerations. Employee's, director's, and supervisor's remuneration proposals are to be raised for resolution during the shareholders' meetings. Profits must first be taken to offset against cumulative losses, if any, before the remainder can be distributed as employee/director/supervisor remuneration in the above percentages.
- The basis for estimating the amount of employee, director, and supervisor remuneration, 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:
(1) The estimation basis for the remuneration amount for employees, directors, and supervisors for this period is based on the Company's pre-tax profit for the current year before the distribution of employee and director/supervisor remuneration, after deducting the accumulated losses.
(2) The basis for calculating the number of shares to be distributed as employee remuneration: shall there be shares distributed as employee remuneration, the shares to be distributed will be based on the closing price of the day before the date of the Board's resolution.
(3) The accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure: shall there be a material change to the distribution amount resolved by the Board before the date of approval and
86
announcement of the given year's financial statements, such change will adjust the originally appropriated amount. Shall there be changes after the date of approval and announcement of the given year's financial statements, such changes will be treated as changes of accounting estimates, and the adjustment will be reflected in the account for next year.
- Remuneration distribution as approved by the Board of Directors:
(1) Amount of remuneration to employees and that to directors assigned in cash or shares:
The Company's board of directors resolved on March 5, 2025, not to distribute employee and director remuneration due to a net loss after tax in 2024.
(2) Ratio of employee bonus in shares to Net Profit After Tax in current individual financial statements and total employee bonus: Not applicable.
- If there is any discrepancy between the actual amount of remuneration distributed to employees and Directors (including number and dollar amount of shares distributed, as well as share price) and the recognized amount of remuneration of employees and Directors in the previous fiscal year, the amount, causes and treatment of such discrepancies should be stated:
(1) Employee remuneration: NT$31,800 thousand, the actual allocation is consistent with the original board proposal.
(2) Directors' remuneration: NT$18,000 thousand, the actual allocation is consistent with the original board proposal.
(VI) Status of a company repurchasing its own shares: None.
II. Issuance of Corporate Bonds : None.
87
III. Issuance of Preferred Shares:
March 31, 2026
| Date of issue Item (Note 1) | 2022.01.17 Privately placed series a preferred shares (Note 3) | ||
|---|---|---|---|
| Par value | 10 | ||
| Issuance Price | NT$23.75 per share | ||
| Shares | 25,894,736 shares | ||
| Total amount | NT$614,999,980 | ||
| Rights and obligations | Distribution of dividend and bonus | Annual interest rate of 2% (cumulative) | |
| Distribution of remaining properties | The distribution order of the Company's remaining assets for Class A preferred shares takes precedence over common stock, but is limited to the issue price plus any unpaid dividends per share. | ||
| Exercise of voting right | Ordinary shareholders have voting rights and can elect directors (including Independent Directors). | ||
| Others | None | ||
| Outstanding preferred shares | Amount of collected or converted | 0 | |
| Balance of uncollected or unconverted | 25,894,736 shares | ||
| Terms of collection or conversion | 1. The A-Preferred Shares are entitled to be converted to common shares from the next day of the third anniversary of holding. 2. The issuance period of A-Preferred Shares is infinite. The holders of Preferred A-Shares are not entitled to request the Company to reacquire the A-Preferred Shares held by them early. However, the Company may reacquire all or part of the A-Preferred Shares from the next day of the third anniversary since issuance, with the actual issuance price in cash, or other method permitted by laws and regulations. The rights and obligations of the remaining Preferred Shares-A follow the issuances condition until being reacquired. | ||
| Market price per share | 2021 | Highest | N/A |
| The lowest | N/A | ||
| Average | N/A | ||
| Up to March 25, 2025, in the current year. 2022.04.30(Note 4) | The highest | N/A | |
| The lowest | N/A | ||
| Average | N/A | ||
| With other rights | Amount of collected or converted as of the publication date of the annual report | None | |
| Procedures for issuance, conversion, or subscription | Same as the description for the terms of collection or conversion | ||
| Effects of the issuance terms on the rights of holders of preferred shares, possible dilution to the equity, and effects on the rights of current shareholders | The pricing of privately placed preferred shares is determined based on the "Directions for Public Companies Conducting Private Placements of Securities" and takes into account the Company's future development, as well as limitations on the timing, parties, and quantity of privately placed securities transfers. Additionally, these shares cannot be listed on the stock exchange, leading to lower liquidity. Therefore, the pricing method is considered reasonable and does not have a significant impact on shareholders' equity. |
Note 1: Preferred stock shares include public offerings and private placements that are ongoing. Public special shares in process
refer to those that have already been effected (approved) by the commission; private special shares in process refer to those that have been approved by the Board of Directors.
Note 2: The number of fields may be adjusted reflective of the actual number of occurrences.
Note 3: Private placement ones shall be indicated in a readily visible way.
Note 4: Annual data of the current year up to the date the Annual Report was printed shall be provided.
Note 5: For preferred stock shares with share subscription warrants, the following table shall also be completed.
IV. Global Depositary Receipts: None.
V. Employee Share Option Certification: None.
VI. New Restricted Employee Shares: None.
VII. New shares in Connection with Mergers or Acquisitions or with Acquisitions of Shares of Other Companies: None.
VIII. Implementation of the Capital Allocation Plans:
Up to now, among all the programs related to fundraising or negotiable securities placement, these programs whose actual completion dates are within three years from the filing, the 2017 Cash Capital Increase Program, the 2020 Cash Capital Increase Program, the 2021 Private Placement of Class A Preferred Stock Shares Program, the 2022 Cash Capital Increase Program, and the 2023 Cash Capital Increase Program, related contents and implementation status of securities issuance plans are described as follows:
(I) Capital increase in cash program in 2017
- Plan description and expected effect
(1) Approval by the competent authorities and Letter No.: approved by Financial Supervisory Commission on August 25, 2017, with Letter Jin-Guan-Zheng-Fa-Zi No. 1060029897.
(2) Total fund needed for the program: NT$1,109,987 thousand.
(3) Source of fund
① Handling the issuance of new common shares for domestic cash capital increase, with 50,000 thousand shares, each with a par value of NT$10, and an issue price of NT$10.5 per share, raising a total amount of NT$525,000 thousand.
② The remaining NT$584,987 thousand would be paid through self-owned fund, bank loans, or other means.
89
(4) Projects and progress of fund application
Unit: NT$ Thousand
| Project | Expected date of completion | Total capital required | Plan of the expected application | ||||
|---|---|---|---|---|---|---|---|
| 2017 | 2018 | ||||||
| Q3 | Q4 | Q1 | Q2 | Q3 | |||
| Plant construction | 2018.8.31 | 789,987 | 155,496 | 227,648 | 312,744 | 32,200 | 61,899 |
| Purchasing machines and equipment | 2018.9.30 | 320,000 | 96,000 | 48,000 | 144,000 | - | 32,000 |
| Total | 1,109,987 | 251,496 | 275,648 | 456,744 | 32,200 | 93,899 |
- Implementation
Unit: NT$ Thousand
| Project | Execution as of June 30, 2021 | Description of execution | ||
|---|---|---|---|---|
| Plant construction | Amount used | Expectation | 789,987 | (1) Construction of the plant: Completed in the first quarter of 2019, with no significant differences. (2) Purchase of machinery and equipment: The plan was completed on June 30, 2021. However, due to exchange rate differences and some equipment not meeting the specifications promised by suppliers, the actual expenditure was lower than anticipated. |
| Actual | 789,987 | |||
| Actual progress | Expectation | 100.00% | ||
| Actual | 100.00% | |||
| Purchasing machines and equipment | Amount used | Expected | 320,000 | |
| Actual | 288,673 | |||
| Implementation progress | Expected | 100.00% | ||
| Actual | 90.21% | |||
| Total | Amount used | Expectation | 1,109,987 | |
| Actual | 1,078,660 | |||
| Actual progress | Expectation | 100.00% | ||
| Actual | 97.18% |
Note: On June 30, 2021, the Company resolved by the Board of Directors to adjust the project amount, reducing the machinery and equipment project amount to 288,673 thousand, and adjusting the overall project amount to 1,078,660 thousand.
- Effect evaluation
Unit: kW; NT$ in thousands
| Year | Production Volume | Sales Volume | Sales Value | Operating Gross Income | Profit from operations | |
|---|---|---|---|---|---|---|
| 2019~2022 | Expectation | 1,879,517 | 1,885,381 | 20,937,939 | 2,330,399 | 899,873 |
| Actual | 1,694,529 | 1,689,439 | 18,830,131 | 1,846,175 | 900,403 | |
| % of achievement | 90.16% | 89.61% | 89.93% | 79.22% | 100.06% |
The 2017 cash capital increase program of the Company was meant for construction of workshops and purchase of machines and equipment. The fulfillment status is shown in the table above and is fairly good.
(II) Capital increase in cash program in 2020
- Program description and expected effect
(1) Date and document number of approval by the competent authority: Filing took effect as indicated in the letter from the Financial Supervisory Commission (Jin-Guan-Zheng-Fa-Zi No. 1090359325) dated October 21, 2020.
(2) Total fund needed for the program: NT$1,342,430 thousand.
(3) Source of Funds: Handling the issuance of new common shares for domestic cash capital increase, with 66,780 thousand shares, each with a par value of NT$10, and an issue price of NT$25.80 per share, raising a total amount of NT$1,722,924 thousand. The funds exceeding the original project will be used to bolster operating funds, and this portion of the funds is expected to be fully utilized by the second quarter of 2021.
(4) Projects and progress of fund application
Unit: NT$ Thousand
| Project | Expected date of completion | Total capital required | Plan of the expected application | |||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2022 | ||||||
| Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | |||
| Purchasing machines and equipment (factory service included) | 2022 Q1 | 526,290 | 370,878 | 83,976 | 18,807 | - | - | 52,629 |
| Repayment of loans | 2021 Q4 | 816,140 | 253,405 | 377,583 | 42,811 | 86,137 | 56,204 | - |
| Total | 1,342,430 | 624,283 | 461,559 | 61,618 | 86,137 | 56,204 | 52,629 |
- Implementation
Unit: NT$ Thousand
| Project | Execution as of March 31, 2022 | Description of execution | ||
|---|---|---|---|---|
| Purchasing machines and equipment | Amount used | Expectation | 526,290 | (1) Purchasing machines and equipment: The capital utilization plan was completed as scheduled in the first quarter of 2022, with no significant anomalies. |
| Actual | 526,290 | |||
| Actual progress | Expectation | 100.00% | ||
| Actual | 100.00% | |||
| Repayment of loans | Amount used | Expected | 816,140 | (2) Repayment to bank loans The capital utilization plan was completed as scheduled in the fourth quarter of 2021, with no significant anomalies. |
| Actual | 816,140 | |||
| Implementation progress | Expected | 100.00% | ||
| Actual | 100.00% | |||
| Supplement to the operating funds | Amount used | Expected | 380,494 | (3) Supplement to the operating funds: Due to the strong orders received and the rising price of raw materials, the execution has been completed ahead of schedule in Q1 2021, and there was no major irregularity. |
| Actual | 380,494 | |||
| Implementation progress | Expected | 100.00% | ||
| Actual | 100.00% | |||
| Total | Amount used | Expectation | 1,722,924 | (4) Supplement to the operating funds: Due to the strong orders received and the rising price of raw materials, the execution has been completed ahead of schedule in Q1 2021, and there was no major irregularity. |
| Actual | 1,722,924 | |||
| Actual progress | Expectation | 100.00% | ||
| Actual | 100.00% |
- Effect evaluation
(1) Purchasing machines and equipment
Unit: kW; NT$ in thousands
| Year | Production Volume | Sales Volume | Sales Value | Operating Gross Income | Profit from operations | |
|---|---|---|---|---|---|---|
| 2022 | Expected | 121,111 | 102,945 | 733,356 | 61,462 | 28,623 |
| Actual | 181,175 | 150,379 | 2,125,708 | 396,056 | 298,466 | |
| % of achievement | 149.59% | 146.08% | 289.86% | 644.39% | 1,042.75% |
As is shown in the table above, the actual fulfillment rates of the Company in terms of production volume, sales volume, sales value, operating gross profit, and net operating profit as a whole for the construction of the M6 production line all exceeded expectations a lot; therefore, the efficacy shall have been demonstrated.
(2) Repayment of loans
Unit: NT$ Thousand
| Year | 2019 | 2020 | 2021 |
|---|---|---|---|
| Interest expense | 119,059 | 90,643 | 83,319 |
Source: The Standalone Financial Statement audited and certified by the CPAs of the Company
The interest expenses incurred by the Company for the years 2019 to 2021 due to loans were 119,059 thousand, 90,643 thousand, and 83,319 thousand, respectively. It is evident that interest expenses have effectively decreased as bank loans have been repaid. Overall, the benefits of using funds to repay these loans should have been realized.
Unit: NT$ Thousand
| Item | Year | Before capital increase in cash | After capital increase in cash |
|---|---|---|---|
| Second quarter of 2020 | End of 2021 | ||
| Current asset | 1,476,798 | 3,719,656 | |
| Current liabilities | 3,193,619 | 2,650,468 | |
| Property, Plant and Equipment | 5,283,956 | 4,873,104 | |
| Total liabilities | 4,875,719 | 5,100,377 | |
| Total Equity | 2,821,948 | 5,129,452 | |
| Ratio of debts to total assets | 63.34% | 49.86% | |
| Long-Term Fund to Property, Plant and Equipment Ratio | 85.24% | 155.53% | |
| Current Ratio | 46.24% | 140.34% | |
| Quick Ratio | 24.52% | 81.02% |
(3) Supplement to the operating funds
The Company raised NT$380,494 thousand from the issuance of new shares for cash capital increase in 2020, and the funds were used to replenish the working capital. The Company's parent-only operating income in 2021 was NT$6,253,966 thousand, which increased by 32.98% from 2020, so the benefits of replenishing working capital should have already been demonstrated.
Unit: NT$ Thousand
| Item | | Year | 2020
(Before fundraising) | 2021
(After fundraising) |
| --- | --- | --- | --- | --- |
| Financial profile | Current asset | | 3,509,202 | 3,719,656 |
| | Current liabilities | | 2,080,665 | 2,650,468 |
| | Total liabilities | | 4,613,866 | 5,100,377 |
| | Operating Revenue | | 4,702,866 | 6,253,966 |
| | Profit from operations | | (298,598) | 48,790 |
| | Earnings Per Share (NT$) | | (0.74) | 0.10 |
| Financial structure | Debt Ratio (%) | | 49.24% | 49.86% |
| | The ratio of long-term capital to real estate, plant, and equipment (%) | | 150.25% | 155.53% |
| Solvency | Current Ratio (%) | | 168.66% | 140.34% |
| | Quick Ratio (%) | | 123.37% | 81.02% |
(III) Program for Private Placement of Class A Preferred Stock Shares
- Program description and expected effect
(1) Date of decision by the Board of Directors: February 25, 2021; Date of presentation in the Shareholders' Meeting: April 7, 2021.
(2) Total amount of funds required for the project: NT$615,000 thousand.
(3) Source of Funds: Conducting a private placement cash capital increase by issuing 25,894,736 Class A preferred shares, each with a par value of NT$10, and an issue price of NT$23.75 per share, raising a total amount of NT$615,000 thousand.
(4) Projects and progress of fund application
Unit: NT$ Thousand
| Project | Expected date of completion | Total capital required | Plan of the expected application | ||
|---|---|---|---|---|---|
| 2021 | 2022 | ||||
| Q4 | Q1 | Q2 | |||
| Capital expenditure on addition of production lines and construction of warehousing facilities for batteries of the first generation and modules | Second quarter of 2022 | 615,000 | 66,999 | 464,920 | 83,081 |
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2. Implementation
Unit: NT$ Thousand
| Project | Execution as of June 30, 2022 | Description of execution | ||
|---|---|---|---|---|
| Capital expenditure on addition of production lines and construction of warehousing facilities for batteries of the first generation and modules | Amount used | Expectation | 615,000 | Completed as scheduled in the second quarter of 2022, with no significant anomalies. |
| Actual | 615,000 | |||
| Actual progress | Expectation | 100.00% | ||
| Actual | 100.00% |
3. Effect evaluation
Unit: kW; NT$ in thousands
| Year | Item | Production volume | Sales volume | Sales value | Operating gross income | Profit from operations |
|---|---|---|---|---|---|---|
| 2022 | Expectation | - | - | - | - | - |
| Actual | - | 23,805 | 346,314 | 77,032 | 61,590 | |
| % of achievement | - | - | - | - | - |
As is shown in the table above, the M10 production line of the Company was devoted to mass production and sale early at the end of 2022 and the efficacy is expected to gradually surface.
(IV) 2022 Cash Capital Increase Program
- Program description and expected effect
(1) Date and document number of approval by the competent authority: Filing took effect as indicated in the letter from the Financial Supervisory Commission (Jin-Guan-Zheng-Fa-Zi No. 1110342913) dated May 26, 2022.
(2) Total fund needed for the program: NT$808,250 thousand.
(3) Source of Funds: Handling the issuance of new common shares for domestic cash capital increase, with 30,500 thousand shares, each with a par value of NT$10, and an issue price set at NT$26.5 per share, with an estimated total amount of NT$808,250 thousand to be raised.
(4) Projects and progress of fund application
Unit: NT$ Thousand
| Project | Expected date of completion | Total capital required | Progress of expected application | |
|---|---|---|---|---|
| 2022 Q3 | 2022 Q4 | |||
| Repayment of loans | 2022 Q4 | 537,091 | 213,489 | 323,602 |
| Supplement to the operating funds | 2022 Q4 | 271,159 | 271,159 | 0 |
| Total | 808,250 | 484,648 | 323,602 |
- Implementation
Unit: NT$ Thousand
| Project | Status of implementation | As of Q4 of 2022 | Cause of progress ahead of or behind schedule and corrective plan | |
|---|---|---|---|---|
| Repayment of loans | Amount used | Expectation | 537,091 | Completed as planned. |
| Actual | 537,091 | |||
| Execution Progress (%) | Expectation | 100.00% | ||
| Actual | 100.00% | |||
| Supplement to the operating funds | Amount used | Expectation | 271,159 | Completed as planned. |
| Actual | 271,159 | |||
| Execution Progress (%) | Expectation | 100.00% | ||
| Actual | 100.00% | |||
| Total | Amount used | Expectation | 808,250 | Completed as planned. |
| Actual | 808,250 | |||
| Execution Progress (%) | Expectation | 100.00% | ||
| Actual | 100.00% |
- Effect evaluation
Unit: NT$ Thousand
| Item | Year | Before capital increase in cash | After capital increase in cash |
|---|---|---|---|
| 2021 | 2022 | ||
| Current asset | 3,719,656 | 4,005,069 | |
| Current liabilities | 2,650,468 | 2,827,755 | |
| Property, Plant and Equipment | 4,873,104 | 5,442,722 | |
| Total assets | 10,229,829 | 11,224,589 | |
| Total liabilities | 5,100,377 | 5,073,919 | |
| Total Equity | 5,129,452 | 6,150,670 | |
| Ratio of debts to total assets | 49.86% | 45.20% | |
| Long-Term Fund to Property, Plant and Equipment Ratio | 155.53% | 154.28% | |
| Current Ratio | 140.34% | 141.63% | |
| Quick Ratio | 80.10% | 80.28% | |
| Operating Revenue | 6,253,966 | 9,005,063 | |
| Interest expenditure | 83,319 | 87,031 | |
| Earnings Per Share (NT$) | 0.10 | 0.41 |
As far as the financial structure is concerned, after the said capital increase, the debts ratio of the Company dropped from 49.86% to 45.20% while the current ratio and the quick ratio climbed from 140.34% and 141.63% to 80.10% and 80.28%. Meanwhile, the operating income and earnings per share in 2022 grew significantly from those in 2021, indicating that the financial structure has improved somewhat.
(V) 2023 Cash Capital Increase Program
- Program description and expected effect
(1) Date and reference number of approval by the competent authority: The Financial Supervisory Commission has been notified of the effectiveness as of June 19, 2023 by letter no. 1120345484.
(2) Total amount of funds required for the project: NT$989,150 thousand.
(3) Source of Funds: Handling the issuance of new common shares for domestic cash capital increase, with 36,500 thousand shares, each with a par value of NT$10, and an issue price set at NT$27.1 per share, with an estimated total amount of NT$989,150 thousand to be raised.
(4) Project Items and Utilization Progress
Unit: NT$ Thousand
| Project | Expected date of completion | Total capital required | Progress of expected application | |
|---|---|---|---|---|
| 2023 Q4 | 2023 Q4 | |||
| Repayment of loans | 2023 Q4 | 404,000 | 372,000 | 32,000 |
| Supplement to the operating funds | 2023 Q4 | 585,150 | 300,000 | 285,150 |
| Total | 989,150 | 672,000 | 317,150 |
- Implementation
Unit: NT$ Thousand
| Project | Status of implementation | 2023 Q4 | As of Q4 of 2023 | Cause of progress ahead of or behind schedule and corrective plan | |
|---|---|---|---|---|---|
| Repayment of loans | Amount used | Expectation | 32,000 | 404,000 | In progress according to schedule. |
| Actual | 32,000 | 404,000 | |||
| Execution Progress (%) | Expectation | 7.92% | 100.00% | ||
| Actual | 7.92% | 100.00% | |||
| Supplement to the operating funds | Amount used | Expectation | 285,150 | 585,150 | Due to increased demand, the utilization of funds has advanced ahead of schedule. |
| Actual | 132,879 | 585,150 | |||
| Execution Progress (%) | Expectation | 48.73% | 100.00% | ||
| Actual | 22.71% | 100.00% | |||
| Total | Amount used | Expectation | 317,150 | 989,150 | In progress according to schedule. |
| Actual | 164,879 | 989,150 | |||
| Execution Progress (%) | Expectation | 32.06% | 100.00% | ||
| Actual | 16.67% | 100.00% |
- Effect evaluation
Unit: NT$ Thousand
| Year
Item | Before capital increase
in cash | After capital increase
in cash |
| --- | --- | --- |
| | 2022 | 2023 |
| Current asset | 4,005,069 | 4,325,178 |
| Current liabilities | 2,827,755 | 2,028,364 |
| Property, Plant and Equipment | 5,442,722 | 6,229,578 |
| Total assets | 11,224,589 | 12,066,671 |
| Total liabilities | 5,073,919 | 4,417,648 |
| Total Equity | 6,150,670 | 7,649,023 |
| Ratio of debts to total assets | 45.20% | 36.61% |
| Long-Term Fund to Property, Plant and Equipment Ratio | 154.28% | 161.14% |
| Current Ratio | 141.63% | 213.23% |
| Quick Ratio | 80.28% | 146.34% |
| Operating Revenue | 9,005,063 | 8,260,947 |
| Interest expenditure | 87,031 | 80,449 |
| Earnings Per Share (NT$) | 0.41 | 1.07 |
As far as the financial structure is concerned, after the said capital increase, the debts ratio of the Company dropped from 45.20% to 36.61% while the current ratio and the quick ratio climbed from 141.63% and 80.28% to 213.23% and 146.34%. Meanwhile, the operating income and earnings per share in 2023 grew significantly from those in 2022, indicating that the financial structure has improved somewhat.
Four. Operation Overview
I. Business
(I) Scopes
1. Major Businesses of the Company
The major business of the Company is the transaction and manufacturing of solar cells and modules. The Company's business scopes registered are as the following:
I501010 Product design industry
IG03010 Energy technology services industry
F106030 Wholesale of Molds
F113110 Wholesale of Batteries
F119010 Wholesale of Electronic Materials
F113010 Wholesale of Machinery
F113020 Wholesale of Electrical Appliances
F113030 Wholesale of Precision Instruments
F113990 Wholesale of Other Machinery and Tools
F118010 Wholesale of Computer Software
CC01080 Electronics Components Manufacturing
CC01090 Manufacture of Batteries and Accumulators
CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
CQ01010 Mold and Die Manufacturing
D401010 Thermal Energy Supply
D101060 Self-Usage Power Generation Equipment Utilizing Renewable Energy Industry
E601010 Electric Appliance Construction
2. Business Operating Proportion of Main Activities (2025)
Unit: NT$ Thousand
| Year Item | 2025 | |
|---|---|---|
| Amount | Percentage (%) | |
| Solar Module | 1,703,845 | 93.35% |
| Solar cell | 72,897 | 3.99% |
| Others | 48,612 | 2.66% |
| Total | 1,825,354 | 100.00% |
3. The major products (services) currently sold by the Company
Our company currently has two main products: high-efficiency solar cells (PERC, TOPCon) and high-efficiency solar modules.
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(A) High-Efficiency Solar Cells
H-Cell series products
Utilizing TSEC core technology of tunneling oxidation and passivation (TOPCon), this technology is currently primarily used in the production of N-type monocrystalline cells. It significantly improves the actual power conversion efficiency of monocrystalline cells by 25.3%, making it a commercially viable and mass-producible product technology available only to leading global cell manufacturers. Developed in 2024, H-Cell has received recognition from the Ministry of Economic Affairs' Energy Agency's Golden Energy Award, with the aim of providing customers with more efficient and higher-quality products.
(B) High-performance solar modules
Since January 2014, TSEC has been involved in the production and sales of solar modules. Facing an increasingly competitive global industry environment, TSEC established a module factory in Pingtung in 2017, expanding downstream into module manufacturing. TSEC's Pingtung module factory now boasts the highest production capacity in the country, and its module products have received recognition from the Ministry of Economic Affairs' Energy Administration for many consecutive years. TSEC aims to provide customers with more comprehensive and high-quality products. To cater to the diverse geographical needs of different regions, TSEC has implemented product differentiation, developing the Skyhawk, Shield, and Quantum series to improve module performance and reduce manufacturing costs. In collaboration with international giant DuPont, TSEC has jointly developed the Tedlar durable module, suitable for island climates characterized by high temperature, high humidity, and high salinity.
TSEC completed the M10 module wind tunnel test for 17-level winds at the only Ministry of the Interior Architecture and Building Research Institute's wind and rain tunnel laboratory in Taiwan, with the expectation of providing customers with more efficient and high-quality module product options.
- New products (services) to be developed
(A) High-performance solar modules products
To meet the gradually growing domestic market, TSEC completed the establishment of the largest solar module factory in Taiwan in Pingtung on April 30, 2018, with an annual capacity of 1000 to 1500 MW. In 2024, TSEC will set up production lines for larger-sized N-type modules, and its factory and production capacity scale are on par with world-class solar module manufacturers.
(B) Niche Products
Yuanjing is also developing solar products with additional features for special purposes or environments. Besides developing solutions suitable for future electric vehicles or specific environments such as offshore applications, they are also working on solar module materials for the space environment, which will contribute to the Company becoming a leading manufacturer in technology development and cost control for solar cells and modules.
(C) Comprehensive Energy Transition Integration Services and Green Energy Asset Management
(1) One-stop EPC Turnkey Solution and Lean Maintenance.
TSEC provides a complete EPC (planning, procurement, construction, and administrative application) turnkey service, covering everything from precise site assessment and professional system planning and design to the procurement of key core equipment, high-standard engineering construction, and grid connection application. It also integrates advanced intelligent monitoring systems and full lifecycle maintenance planning to ensure maximum power generation efficiency and long-term system stability. All indicators strictly adhere to regulations and safety standards, assisting clients in efficiently building high-quality green energy assets.
(2) Diversified operating model and asset development strategy.
Adopting a flexible and diversified operating layout, the business scope spans site leasing and development, EPC engineering contracting and participation in government tenders at all levels, accurately responding to market trends and the asset allocation needs of different customer groups, optimizing project execution efficiency and overall return on investment, and creating long-term value for customers.
(3) Green electricity trading and energy value-added electricity sales services
In response to global carbon reduction trends and corporate ESG goals, the Company has deepened its vertically integrated value chain, with subsidiaries holding "Electricity Sales Licenses" directly providing professional green electricity services. Through its own power plant assets and electricity trading team, the Company provides consulting services on green electricity transfer and green electricity purchase agreements (CPPAs) to help clients accurately achieve net-zero emissions targets and build a complete and competitive green energy ecosystem.
(II) Industry Overview
Review of the International Solar Photoelectronic Market in 2025
In 2025, the global photovoltaic industry chain will enter a period of profound adjustment, with most major battery/module manufacturers worldwide experiencing losses. While global carbon reduction is imperative and the demand for green energy continues to increase, the industry, after several years of rapid expansion, is undergoing a reshuffling effect triggered by severe overcapacity. Overcapacity is evident in all four major segments: silicon materials, wafers, cells, and modules. The internal competition in Chinese manufacturing has forced the central government to intervene, and the trade war between the US and China, extending to reciprocal tariffs globally, has significantly altered geopolitical dynamics, forcing the industry to painfully seek a new equilibrium. The market anticipates that global photovoltaic installations will enter another period of consolidation in 2025 due to these uncertainties. Based on market forecasts from Infolink and the IEA, total installations in 2025 are estimated at approximately 544.2 GW, representing an increase from 486 GW in 2024, but at a weaker pace. However, due to cost and resource considerations, solar photovoltaic power generation is already cheaper than traditional thermal power generation in many countries and regions. With the increasing demand for green energy in various countries every year, IEA research suggests that the total annual installation
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volume of photovoltaic power will still be the largest among all green new energy sources.
Source: PVInfoLink, TSEC Marketing Department

TSEC 全球太陽光電新增裝置量進入盤整
Key event in the 2025 industry include the followings:
- Supply and demand imbalance, exchanging materials for cash.
Since 2024, the Chinese government has frequently made statements in the media regarding its efforts to combat involution in the physical optoelectronic industry. Because silicon raw material prices were previously at the peak of the industry's profitability, many manufacturers aggressively expanded their plants, leading to a silicon price collapse in 2024. Prices plummeted from CNY 65,000/ton at the beginning of the year to CNY 39,000/ton by the end, a drop of $40\%$ . Transaction prices below CNY 40,000/ton resulted in losses for the vast majority of companies. According to research in mainland China, by the end of 2024, the production capacity of wafers, batteries, and modules reached 1,160GW, 1,193GW, and 1,428GW respectively, all exceeding market demand by more than double. The following is an IEA World Energy report, which addresses the issue of actual output and overcapacity in major clean energy manufacturing industries, pointing to the blind expansion of manufacturers at various stages.
- Solar and wind power equipment manufacturers face elimination rounds.
Due to oversupply and intense market competition in the solar photovoltaic manufacturing chain, prices for solar silicon materials, wafers, cells, and modules have fallen by more than 60% since 2023. This has led to manufacturers' profit margins dropping to -10%, with accumulated losses approaching $10 billion since 2024. Wind power equipment manufacturers also continue to face financial difficulties, with accumulated losses reaching $1.2 billion last year. Currently, it is known that prices at all stages of manufacturing have reached their lowest possible level, and the industry downturn has lasted for nearly two years. The market anticipates that after this reshuffling, future competition in the photovoltaic industry will eventually embark on a new development path. After capacity clearing, the industry's competitive logic will shift from price wars to next-generation technology-driven approaches, including perovskite overlay technology and new technologies such as Back Contact combined with TOPCon.
- TOPCon product performance further improved.
Originally, global solar photovoltaic manufacturing was dominated by p-type PERC technology. However, with market demands for higher efficiency and larger cell/module sizes, TOPCon almost completely replaced it by 2025. Currently, only a few manufacturers using BC (Back Contact) technology or third-world countries like India still use PERC; almost all have transitioned to TOPCon. TOPCon is a high-efficiency technology based on n-type crystalline silicon solar cell architecture. Its core lies in forming an ultra-thin tunnel oxide layer on the back of the crystalline silicon substrate, followed by the deposition of a passivated polycrystalline silicon contact layer to reduce electron and hole recombination losses. Compared to traditional p-type PERC technology, TOPCon theoretically has better VOC open-circuit voltage and fill factor (FF), better low-light performance, and its cell efficiency has increased from 24.8% in 2024 to 25.2%.
| Project | Process Technology | Optoelectronics | Land Area Per Hectare |
|---|---|---|---|
| Year | Name | Conversion Efficiency | Installable Capacity |
| 2004 | AL-BSF | 14% | 0.80MW |
| 2014 | PERC | 17% | 0.97MW |
| 2025 | TOPCon | 25.2% | 1.44MW |
Source: TSEC
Outlook for the Solar Photovoltaic Market in 2026
By the end of 2024, the global cumulative installed capacity of solar photovoltaic (PV) power had exceeded approximately 2.2 TW. Although the International Energy Agency (IEA) research indicates that by 2026, due to policy adjustments and geopolitical factors in many countries and regions, there may be exceptional cases of "short-term stagnation" or "slower growth," the IEA believes that global electricity demand will grow at an annual rate of approximately 3.7% due to the increasing demand from electric vehicles, data centers, air conditioning, and AI. Furthermore, with renewable energy policies and carbon neutrality targets already in place, many countries will continue to regard solar energy as a core pillar of their energy transition.
In addition, the cost of solar PV modules and installation systems combined with energy storage has become economically viable. Improvements in energy storage and grid connection capabilities will enhance grid flexibility, potentially allowing solar power to replace coal-fired power as the world's largest source of electricity.
The total global installed capacity in 2026 is estimated at approximately 573.8 GW, representing a growth of only 5.4% compared to the 2025 forecast.
| Source : TSEC information
refer to infolink + IEC + Boomberg sort | 2024 Year | 2025 Year ( E ) | 2026 Year ( F ) |
| --- | --- | --- | --- |
| China | 277 | 310 | 330 |
| EU | 62.6 | 64.2 | 65 |
| USA | 36.2 | 39 | 27 |
| India | 24.5 | 39.9 | 55 |
| Pakistan | 17 | 20 | 23 |
| Germany | 16.7 | 15 | 15 |
| Brazil | 14.3 | 19.2 | 20 |
| Spain | 7.5 | 7.6 | 7.8 |
| Italy | 6.6 | 7 | 7 |
| France | 5.9 | 5.5 | 5.5 |
| Japan | 6.2 | 5.5 | 5.5 |
| Taiwan | 1.8 | 1.3 | 1 |
| Others | 9.7 | 10 | 12 |
| TOTAL | 486 | 544.2 | 573.8 |
(III) Overview of Technologies and R&D :
The blueprint of technical development set by TSEC is based on the development of advanced process technology. Therefore, there are many technical thresholds to be overcome. Meanwhile, the technical bottleneck must be continuously broken through to maintain a competitive advantage.
(A) Core technology innovation : We continue to deepen our expertise in the mass production processes of high-efficiency batteries and modules. In addition to comprehensively optimizing the H-Cell structure, we have introduced novel and advanced metallization integration technology, coupled with SMBB (Super Multiple Busbar) integration design, aiming to achieve significant breakthroughs in conversion efficiency and fill factor, and establish the company's leading position in the high-efficiency optoelectronics market.
(B) Forward-looking technology development : By proactively developing next-generation innovative technologies, the company is actively collaborating with leading domestic research institutions on the mass production development of perovskite tandem technology, striving to break through the efficiency limits of silicon crystal cells. Simultaneously, its R&D focus is extending from photovoltaics to the integrated application of geothermal energy. Through industry-academia collaboration and talent exchange, the company is strengthening its evaluation capabilities for integrating geothermal energy into its energy management system, aiming to achieve a diversified green energy portfolio of "solar-geochemical complementarity" and enhance its patent portfolio for related forward-looking
technologies.
(C) Improvement of existing technology: We continuously adjust the performance of existing processes based on the latest R&D findings. Key areas include improving the yield of G10-L large-size silicon wafers, conducting application tests of low-silver pastes, and refining electrode pattern design. Through continuous process fine-tuning and cost control, we ensure that our existing product lines maintain excellent stability and market competitiveness.
(D) Key technology development: The company develops its own proprietary equipment and process technologies. The results include the "Electrical Testing and Classification Technology and Equipment" jointly developed with domestic equipment manufacturers. This advanced process equipment is unique and pioneering in the domestic solar energy industry, which can eliminate concerns about key technologies being controlled by foreign equipment manufacturers and can also drive the technological upgrading of domestic industries..
The Company's research and development strategy focuses on technological independence, collaborating with domestic and international research units or upstream equipment manufacturers to jointly research and develop high-efficiency, low-cost solar cells and modules. Additionally, we plan and evaluate any potential development of forward-looking technologies. The diagram below illustrates the main technologies of the Company and outlines the roadmap for technology development and efficiency improvement of monocrystalline silicon solar cells and module technology.


太陽能學地技術發展目標


- Research and development expenses over the most recent year up to the date the Annual Report was printed
Unit: NT$ Thousand
| Year Item | 2025 Year | |
|---|---|---|
| Individual financial statement | Consolidated financial statement | |
| Net Revenue (A) | 1,810,990 | 1,825,354 |
| Research and Development Expenses (B) | 65,523 | 65,523 |
| The proportion of Research and Development Expenses to Net Revenue (%) (B/A) | 3.62% | 3.59% |
- Technologies or products successfully developed over the past year up to the date when the Annual Report was printed
Yuanjing Solar Technology Co., Ltd. was established in 2010 and officially began mass production of solar cells in 2011. In 2017, they established a module factory in Pingtung, and in 2018, they started mass production of solar modules. They integrated high-efficiency cells produced at the Hsinchu plant to further develop high-quality and high-reliability module products for specific regions of the domestic market in Taiwan, in response to the government's green energy policy.
The Company successfully developed and integrated key equipment, utilizing domestically unique electrical testing and classification equipment. This integration was successfully introduced into mass production, significantly reducing production costs. Our company also passed the Ministry of Economic Affairs Industrial Development Bureau's Leading New Product Development Program in April 2013. The project was titled "High Efficiency Pseudo-Monocrystalline Solar Cell Products," leveraging significant government support. By December 2014, we successfully developed the V-Cell high-efficiency pseudo-monocrystalline solar cell products. Concurrently, we completed the development of V-Cell high-efficiency polycrystalline solar cell products, making the V-Cell product series more comprehensive to meet the needs of all customers. Passed the Bureau of Energy, Ministry of Economic Affairs "Industry Energy Technology Project" in January 2016, once again leveraging significant government support, and by the end of December 2016, completed the development of $21.3\%$ V-Cell high-efficiency monocrystalline solar cells, which can further provide customers with more efficient and high-quality products.
Our company is committed to the research, development, and mass production of high-efficiency silicon solar cells and modules. In response to customer needs, we have developed a variety of silicon solar cell and module series products, including the E-Cell series of six-inch mono and polycrystalline solar cells with 3BB, 4BB, and 5BB, five-inch monocrystalline solar cells, and discontinuous back contact solar cells. We have currently developed V-Cell monocrystalline, polycrystalline, pseudomonocrystalline solar cells, half-cut solar cells, bifacial solar cells, as well as full and half-cut monocrystalline modules in 6x10 and 6x12 configurations, catering to the actual needs of downstream customers. Pursuing the development of high-efficiency, low-cost solar cell products, our company's solar photovoltaic products (cells, modules) have also been recognized for six consecutive years as high-quality solar
photovoltaic products by the Bureau of Energy, Ministry of Economic Affairs. The Company also successfully integrates the key equipment through the unique local electric property testing and classification equipment and successfully introduced mass production. The production costs are likely to be reduced significantly.
The Company places greater emphasis on module technology and product development. In 2017, it became the first in Taiwan's industry to obtain the Voluntary Product Certification (VPC) from the Bureau of Standards, Metrology and Inspection of the Ministry of Economic Affairs for Taiwan High-Performance Photovoltaic Module Certification. In the same year, it was also the first in Taiwan to pass the new European standards IEC 61215:2016 and IEC 61730:2016 certification. The Company's solar modules have also passed third-party verified testing for solar photovoltaic module IEC 60529 (IPX8), simulating the condition factors affecting solar modules in high-humidity environments such as fish farms, ponds, and reservoirs. This proves that the Company's solar module products feature waterproofing, salt damage resistance, and high weather resistance and reliability.
In 2018, the Company developed the Shield series modules. The series is not only certified to be safe and toxic-free, but also developed for the special environment with high-humidity, high-heat, strong wind, and high salinity, like the salt beaches and ponds in Taiwan. The Company is the first Company in Taiwan to conduct a water quality inspection after module immersion by engaging a third-party impartial inspection institution approved by the Environmental Protection Agency to sample and test. Various indicators including toxic substances and heavy metal hazardous substances are significantly lower than the standards of drinking water required by the Environmental Protection Agency. The aluminum frame developed by the Company has been verified by a third-party impartial laboratory to have ultra protection in salt beaches and high-salt coastal environments. This is also why the serial modules are named "Shield."
In 2019, our company developed P-type monocrystalline silicon bifacial solar cells, which are expected to further enhance solar photovoltaic conversion efficiency when used in specific environments. We also began the transformation to G1 size cells, which will further enhance performance, providing customers with more efficient and high-quality products.
In 2020, our company completed the outdoor testing setup for bifacial cell modules and actively developed solar cell technology with Multi-Busbar (MBB) technology, expected to further enhance solar photovoltaic conversion efficiency. We also began evaluating the development of large-size cells, which will provide more product options for customers and further offer more efficient and high-quality products.
In 2021, our company completed the establishment and development of large-size (M6, M10) cells and modules, and actively introduced solar cell etching technology. This is expected to further enhance solar photovoltaic conversion efficiency and solar module output power, providing customers with more efficient and high-quality product options.
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In 2022, our company completed the certification of the only large-size M10 cells and modules in Taiwan, and actively enhanced diffusion process technology. It is expected that this will further improve solar photovoltaic conversion efficiency and solar module output power in the future, providing customers with more efficient and high-quality product options.
In 2023 our company completed the only M10 module 17-level wind tunnel test at the Ministry of the Interior's Building Research Institute in Taiwan. We anticipate being able to offer our customers a wider selection of high-efficiency and high-quality module products in the future. In July, the company also began implementing a thematic R&D project under the Industrial Upgrading and Innovation Platform Guidance Program of the Ministry of Economic Affairs' Industrial Development Administration, with the project titled "N-type Large-size High-efficiency TOPCon Battery and Bifacial Module Development Project".
In 2024, with the strong support of the government, our company completed the development of TOPCon batteries and modules. This is expected to further improve solar photovoltaic conversion efficiency and solar module output power, providing customers with more efficient and high-quality module product options. In addition, our R&D department assisted the company in obtaining its electricity sales license, enabling us to provide customers with more diversified services.
In 2025, our company completed the Industrial Upgrading and Innovation Platform Guidance Program of the Ministry of Economic Affairs' Industrial Development Administration, and developed a 25.3% H-Cell high-efficiency monocrystalline solar cell, obtaining certification for the H-Cell series modules. The company has also begun to lay the groundwork for next-generation perovskite products.
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| Year | R&D Accomplishment | |
|---|---|---|
| 2011 | Integration of key equipment | Integration of electrical property testing and classification equipment |
| Σ-serial products | 6" 2BB polycrystalline solar cells | |
| 6" 3BB polycrystalline solar cells | ||
| 6" 2BB monocrystalline solar cells | ||
| 6" 3BB monocrystalline solar cells | ||
| 2012 | Σ-serial products | 5" 3BB monocrystalline solar cells |
| Non-consecutive backside of solar cells | ||
| E-Cell serial products | E-Cell polycrystalline solar cells | |
| E-Cell monocrystalline solar cells | ||
| 2013 | Passed the development of new leading product project by IDB, Ministry of Economic Affairs | The V-Cell quasi-monocrystalline solar cell with high efficiency, was expected for development |
| V-Cell serial products | V-Cell passivated back monocrystalline solar cell with high efficiency | |
| 2014 | Conclusion of the project for IDB's development of new leading product | V-Cell passivated back polycrystalline solar cell with high efficiency |
| V-Cell serial products | Achieved the intended efficiency goal of the project and passed the reliability testing | |
| V-Cell serial products | V-Cell passivated back quasi-monocrystalline solar cell with high efficiency | |
| V-Cell serial products | V-Cell passivated back quasi-monocrystalline solar cell with high efficiency | |
| Awarded as outstanding solar optoelectronic products 2014 by the Bureau of Energy, Ministry of Economic Affairs (cells and modules) | ||
| 2015 | E-Cell serial products | 6" 4BB E-Cell polycrystalline solar cells |
| 6" 4BB E-Cell monocrystalline solar cells | ||
| V-Cell serial products | 6" 4BB V-Cell polycrystalline solar cells | |
| 6" 4BB V-Cell square monocrystalline solar cells | ||
| 6" 4BB V-Cell quasi monocrystalline solar cells | ||
| Awarded as outstanding solar optoelectronic products 2015 by the Bureau of Energy, Ministry of Economic Affairs (cells and modules) | 6" 4BB V-Cell monocrystalline solar cells | |
| Certified with EU IEC 61215:2005 and IEC61730:2004 for solar modules | Solar photoelectric module of 72 pieces 6" monocrystalline solar cells (340W) | |
| Solar photoelectric module of 60 pieces 6" monocrystalline solar cells (285W) | ||
| Obtained the Japan Electrical Safety & Environment Technology Laboratories certification for solar modules. | Solar photoelectric module of 72 pieces 6" monocrystalline solar cells (325W) | |
| Solar photoelectric module of 60 pieces 6" monocrystalline solar cells (270W) | ||
| 2016 | Passed the "Industrial Energy Technology Project" of the Bureau of Energy, Ministry of Economic Affairs | The V-Cell monocrystalline solar cell products with high efficiency, was expected for development |
| E-Cell serial products | 6" 5BB E-Cell polycrystalline solar cells | |
| 6" 5BB E-Cell monocrystalline solar cells | ||
| V-Cell serial products | 6" 5BB V-Cell polycrystalline solar cells | |
| 6" 5BB V-Cell monocrystalline solar cells | ||
| Won the Enterprise Innovation Awards of the 2016 National Innovation Award | 6" 5BB V-Cell quasi monocrystalline solar cells | |
| 6" 5BB V-Cell square monocrystalline solar cells | ||
| Won the Bureau of Energy, Ministry of Economic Affairs' High-Quality Solar Photovoltaic Product (cells, modules) Award in 2016. | Solar photoelectric module of 72 pieces 6" monocrystalline solar cells (375W) | |
| Obtained the UL 1703 2002/03/15 Ed:3 certification for solar modules in the Americas. | Solar photoelectric module of 60 pieces 6" monocrystalline solar cells (315W) |
| Year | R&D Accomplishment | |
|---|---|---|
| 2017 | Concluded the "Industrial Energy Technology Project" of the Bureau of Energy, Ministry of Economic Affairs | Achieved the intended efficiency goal of the project and passed the reliability testing |
| V-Cell serial products | 6" 4BB V-Cell polycrystalline half-cut solar cells | |
| 6" 4BB V-Cell monocrystalline half-cut solar cells | ||
| 6" 5BB V-Cell polycrystalline half-cut solar cells | ||
| 6" 5BB V-Cell monocrystalline half-cut solar cells | ||
| The first Taiwanese company received the high-performance solar photoelectric module certification under the voluntary product verification program of the Bureau of Standards, Metrology and Inspection (BSMI), MOEA | Solar photoelectric module of 60 pieces 6" monocrystalline solar cells (290W) | |
| Received the high-performance solar photoelectric module certification under the voluntary product verification program of the Bureau of Standards, Metrology and Inspection (BSMI), MOEA | Solar photoelectric module of 72 pieces 6" monocrystalline solar cells (360W) | |
| Solar photoelectric module of 60 pieces 6" polycrystalline solar cells (285W) | ||
| The first company in Taiwan to obtain the new European standards IEC 61215:2016 and IEC 61730:2016 certification. | Solar photoelectric module of 72 pieces 6" monocrystalline solar cells (370W) | |
| Simulating the installation of solar photovoltaic modules in high-humidity environments such as fish farms, ponds, and reservoirs, the module passed the IEC 60529 IPX8 test. | Solar photoelectric module of 60 pieces 6" monocrystalline solar cells (310W) | |
| Awarded as outstanding solar optoelectronic products 2017 by the Bureau of Energy, Ministry of Economic Affairs (cells and modules) | ||
| 2018 | The first Taiwanese company received the high-performance solar photoelectric module certification under the voluntary product verification program of the Bureau of Standards, Metrology and Inspection (BSMI), MOEA | Solar photoelectric module of 60 pieces 6" monocrystalline half-cut (120 sub-panes) solar cells (315W) |
| Awarded as outstanding solar optoelectronic products 2018 by the Bureau of Energy, Ministry of Economic Affairs (cells and modules) | ||
| Simulated the impacts from solar photoelectric modules to the ecosystems in dams, and the test was conducted on drinking water where the module was immersed. | ||
| The aluminum frame passed the 24-day Copper Accelerated Salt Spray Test (CASS Test) | ||
| Development of modules of Shield Series | Water surface solar photoelectric module of 60 pieces 6" monocrystalline cells | |
| Salt beach solar photoelectric module of 60 pieces 6" monocrystalline cells | ||
| General solar photoelectric module of 60 pieces 6" monocrystalline | ||
| 2019 | Received the high-performance solar photoelectric module certification under the voluntary product verification program of the Bureau of Standards, Metrology and Inspection (BSMI), MOEA | Solar photoelectric module of 60 pieces 6" monocrystalline solar cells (325W)Solar photoelectric module of 72 pieces 6" monocrystalline solar cells (380W) |
| Obtained the MIT Simile Label for products made in Taiwan | Solar photoelectric module of 60 pieces 6" monocrystalline half-cut (120 sub-panes) solar cells (330W) | |
| Awarded as outstanding solar optoelectronic products 2019 by the Bureau of Energy, Ministry of Economic Affairs (cells and modules) | Solar photoelectric module of 72 pieces 6" monocrystalline half-cut (144 sub-panes) solar cells (390W) |
| Year | R&D Accomplishment | |
|---|---|---|
| 2020 | Received the high-performance solar photoelectric module certification under the voluntary product verification program of the Bureau of Standards, Metrology and Inspection (BSMI), MOEA | Solar photoelectric module of 60 pieces 6" monocrystalline half-cut (120 sub-panes) solar cells (345W)Bifacial solar photoelectric module of 60 pieces 6" monocrystalline half-cut (120 sub-panes) solar cells (340W)Solar photoelectric module of 72 pieces 6" monocrystalline half-cut (144 sub-panes) solar cells (410W)Bifacial solar photoelectric module of 72 pieces 6" monocrystalline half-cut (144 sub-panes) solar cells (405W) |
| Obtained the MIT Simile Label for products made in Taiwan | ||
| Awarded as outstanding solar optoelectronic products 2020 by the Bureau of Energy, Ministry of Economic Affairs (cells and modules) | ||
| 2021 | Obtained the MIT Simile Label for products made in Taiwan (M6 Battery) | Development of M6 single crystalline PERC cellsSolar photoelectric module of 60 pieces M6 monocrystalline half-cut (120 sub-panes) solar cells (385W)Solar photoelectric module of 72 pieces M6 monocrystalline half-cut (144 sub-panes) solar cells (465W) |
| Integration of new key equipment | ||
| Won the Bureau of Energy, Ministry of Economic Affairs' High-Quality Solar Photovoltaic Product (cells, modules) Award in 2021. | ||
| M6 Module certified with IEC 61215:2016 and IEC61730:2016 | ||
| Received the high-performance solar photoelectric module certification under the voluntary product verification program of the Bureau of Standards, Metrology and Inspection (BSMI), MOEA | ||
| 2022 | Obtained the MIT Simile Label for products made in Taiwan (M10 Battery) | Development of M10 single crystalline PERC cellsSolar photoelectric module of 54-pane M10 monocrystalline silicon half-cut (120 sub-panes) solar cells (410W)Solar photoelectric module of 60-pane M10 monocrystalline silicon half-cut (144 sub-panes) solar cells (460W)Solar photoelectric module of 66-pane M10 monocrystalline silicon half-cut (120 sub-panes) solar cells (505W)Solar photoelectric module of 72-pane M10 monocrystalline silicon half-cut (144 sub-panes) solar cells (540W) |
| M10 Module certified with IEC 61215:2016 and IEC61730:2016 | ||
| M10 Module was UL certified. | ||
| Awarded as outstanding solar optoelectronic products 2022 by the Bureau of Energy, Ministry of Economic Affairs (cells and modules) | ||
| Received the high-performance solar photoelectric module certification under the voluntary product verification program of the Bureau of Standards, Metrology and Inspection (BSMI), MOEA | ||
| 2023 | Passed the Ministry of Industrial Development Administration, Ministry of Economic Affairs Industry's Upgrading and Innovation Platform Guidance Program. | Solar photoelectric module of 54-pane M10 monocrystalline silicon half-cut (120 sub-panes) solar cells (420W)Solar photoelectric module of 60-pane M10 monocrystalline silicon half-cut (144 sub-panes) solar cells (465W)Solar photoelectric module of 66-pane M10 monocrystalline silicon half-cut (120 sub-panes) solar cells (515W) |
| Awarded as outstanding solar optoelectronic products 2023 by the Energy Administration, Ministry of Economic Affairs (cells and modules) | ||
| Received the high-performance solar photoelectric module certification under the voluntary product verification program of the Bureau of Standards, Metrology and Inspection (BSMI), MOEA | ||
| Completion of wind tunnel testing for Module 17, Level M10, at the Wind and Rain Wind Tunnel Laboratory of the Architecture and Building Research Institute, Ministry of the Interior | ||
| 2024 | Won the Bureau of Energy, Ministry of Economic Affairs' High-Quality Solar Photovoltaic Product (cells, modules) Award in 2024. | 54-cell 7-inch monocrystalline silicon half-cut (108 sub-cells) solar photovoltaic module (455W)60-cell 7-inch monocrystalline silicon half-cut (120 sub-cells) solar photovoltaic module (505W)66-cell 7-inch monocrystalline silicon half-cut (132 sub-cells) solar photovoltaic module (550W)72-cell 7-inch monocrystalline silicon half-cut (144 sub-cells) solar photovoltaic module (595W)30-cell 7-inch monocrystalline silicon half-cut (60 sub-cells) solar photovoltaic module (205W)36-cell 7-inch monocrystalline silicon half-cut (72 sub-cells) solar photovoltaic module (255W)42-cell 7-inch monocrystalline silicon half-cut (84 sub-cells) solar photovoltaic module (305W)48-cell 7-inch monocrystalline silicon half-cut (96 sub-cells) solar photovoltaic module (355W) |
| Obtain the MIT Smile Label for Taiwanese-made products (TOPCon cells). | ||
| Received the high-performance solar photoelectric module certification under the voluntary product verification program of the Bureau of Standards, Metrology and Inspection (BSMI), MOEA | ||
| Obtaining the electricity sales license | ||
| Quantum series module products have obtained UL 61215 certification. | ||
| Quantum series module products have obtained IEC 61215:2021 and IEC 61730:2023 certifications. | ||
| Quantum series modules have obtained the Taiwan High-Efficiency Solar Photovoltaic Module Certificate |
| Year | R&D Accomplishment | |
|---|---|---|
| from the Bureau of Standards, Metrology and Inspection, Ministry of Economic Affairs, through voluntary product verification. | ||
| 2025 | Obtained the MIT Smile Mark (H-Cell) for Taiwan-made products. | 54-cell 7-inch monocrystalline silicon half-cut (108 sub-cells) solar photovoltaic module (455W) |
| Quantum series module products obtained IEC 61215:2021 and IEC 61730:2023 certifications. | ||
| Quantum series module products obtained the Taiwan High-Efficiency Solar Photovoltaic Module Certificate through voluntary product verification by the Bureau of Standards, Metrology and Inspection, Ministry of Economic Affairs. | ||
| Completed green electricity transfer. | 60-cell 7-inch monocrystalline silicon half-cut (120 sub-cells) solar photovoltaic module (510W)72-cell 7-inch monocrystalline silicon half-cut (144 sub-cells) solar photovoltaic module (600W) |
3. Future R&D Plans
The direction and plans for the future R&D are as following:
(1) Deepening the Partnerships: providing stable and quality sources of batteries and modules, such as silicon chips, gel materials, back plate, and EVA, to ensure the technology leadership for the Company's product R&D.
(2) Establishing the self-manufacturing capability of the local equipment vendors: decreasing production costs and secure the self-owned technologies, for improving the overall industry momentum.
(3) Cultivation of R&D Talent: Collaborate with solar energy scholars from major universities in Taiwan to not only develop innovative process technologies but also cultivate numerous high-tech talents in the solar energy field. It is hoped that these talents can join the Company to further contribute their knowledge, creating an excellent model of industry-academia collaboration.
(IV) Long-term and short-term business development plans
Our company understands that in the rapidly changing solar photovoltaic market, only by continuously adjusting our business development pace to respond to market changes and demands can we support the company's sustainable operation. Therefore, our company has always prioritized both short-term and long-term business development. In addition to striving for steady progress in existing businesses, we continue to invest in long-term business development under a grand strategy based on long-term observation of market trends. Our short-term and long-term business development plans are detailed below:
Short-Term Business Development Plan:
- Strengthen the company's market share in the Taiwanese non-VPC module market: The overall market share of non-VPC modules in Taiwan is estimated to exceed $50\%$ , a segment previously dominated by Southeast Asian products with price advantages. Now, the company is entering the non-VPC module market, emphasizing its advantages in typhoon resistance, wind resistance, and salt resistance to strengthen its market share in Taiwan.
- Continue to develop overseas module sales channels: The company's overseas module sales strategy focuses on niche module demand in friendly countries. Because niche module specifications differ from mainstream specifications and production costs are higher, there is no need to compete on price with the large quantities of low-priced products from mainland Chinese manufacturers. There is an opportunity to gain a better competitive advantage and profit return through a strategy of small-batch, high-variety production.
- Export batteries to the United States and other countries: The company's main overseas battery sales destinations are countries with tariff barriers, such as the United States. In addition to tariff rates, this also involves the impact of local manufacturers using technology patents as a competitive tool, making it highly volatile. The company is continuously developing and adapting to these challenges.
Long-Term Business Development Plan:
- Satellite Solar Applications: Our main products are batteries for satellite solar panels, or the solar panels themselves. Due to the increasing prevalence of silicon-based batteries in low-Earth orbit (LEO) satellites, coupled with the sensitivity of satellites, satellite users consider geopolitical factors when selecting partners. Therefore, our company has significant opportunities in satellite solar applications. Related product collaborations are ongoing with our clients.
- Continuing to move towards becoming an integrated supplier of a green energy ecosystem. The applications of green energy ecosystems are becoming increasingly diverse, currently including: energy creation (diversified green energy development, photovoltaic power plant development, photovoltaic power plant construction, photovoltaic power plant operation and maintenance), energy storage (E-dReg/dReg/sReg energy storage system applications), and downstream energy applications (charging piles, factory energy saving, virtual power grids). Starting from energy creation, our company continuously strengthens its competitiveness at each node, aiming to become a leading integrated supplier of a green energy ecosystem.
II. Overview of market and production/sales
(I) Market Analysis
- Sales Regions of Major Products
Unit: NT$ Thousand; %
| Year Sales Region | 2024 | 2025 | ||
|---|---|---|---|---|
| Amount | Percentage (%) | Amount | Percentage (%) | |
| Asia | 4,380,525 | 97.04 | 1,825,020 | 99.98 |
| Europe | 1,394 | 0.02 | 298 | 0.02 |
| America | 133,099 | 2.94 | 36 | 0.00 |
| Others | 4,514,018 | 100.00 | 1,825,354 | 100.00 |
| Total | 4,380,525 | 97.04 | 1,825,020 | 99.98 |
(II) Key Purposes and Production Processes of Major Products
- Key Purposes of Major Products
Solar cells transform luminous energy directly to electrical energy without consuming fuel, generating no waste or pollution. There is no driving component in cells, so there is no noise. Under normal usage condition, the life span of the products may be as long as 25 years or more. The outer sizes of the solar cells are variable to meet demands, from the small sizes of consumer electronic products like watches, small calculators, battery chargers, Solar powered vehicles, and power supply to residences, up to the standalone power stations. The application is wide-ranged.
- Production/Preparation Processes of Primary Products
The manufacturing process of solar cells is similar to IC, but the clean room of grade 100 is not required. First the solar chips are washed and etched, to form PN connecting surface via expansion. The reflection film (decreasing reflection of sunshine) is coated, and through screen printing and sintering, the metal contact is completed. A solar cell is completed after the test of (I-V).
(III) Supply Status of Major Materials
| Item | Major material | Supplier | Supplying status |
|---|---|---|---|
| 1 | Silicon chips | LONGi | Good/Stable |
| CMC | Good/Stable | ||
| 2 | Conductive gel | Shutter Precision | Good/Stable |
| Giga Solar | Good/Stable | ||
| 3 | Module aids | Flat Glass | Good/Stable |
| Jiangtai | Good/Stable | ||
| First | Good/Stable | ||
| Gigastorage | Good/Stable |
- Balance the inventory level and the inventory cost depending on the circumstances to stabilize the supply of raw materials and to strike a balance between the inventory level and the inventory cost.
- Work with mainstream gel materials and module aids suppliers in Taiwan and in Mainland China and proactively introduce other competitive suppliers. Continue to screen and test optimized and weather-resistant conforming materials, and obtain the most competitive prices through open tenders. Ensure steady supply of gel materials and module aids and that they are the best preferred prices.
(IV) Names of customers who accounted for more than ten percent of total purchases (sales) in either of the last two years, along with their purchase (sales) amounts and proportions, and an explanation of the reasons for any increases or decreases.
- Major supplier in the recent 2 years
Unit: NT$ Thousand
| Item | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Amount | Ratio of net purchases to total annual purchases (%) | Relation with the issuer | Name | Amount | Ratio of net purchases to total annual purchases (%) | Relation with the issuer | |
| 1 | Company A | - | - | None | Company C | 79,490 | 11.68 | None |
| Others | 1,858,755 | 100.00 | - | Others | 601,187 | 88.32 | - | |
| Net purchase | 1,858,755 | 100.00 | Net purchase | 680,677 | 100.00 | 100.00 |
Reason of changes to purchase: The procurement plan aims to actively explore new sources of supply, establish supply relationships with well-known manufacturers, and reduce the risk of supplier concentration.
- Major clients in the recent 2 years
Unit: NT$ Thousand
| Item | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Amount | Ratio of net purchases to total annual purchases (%) | Relation with the issuer | Name | Amount | Ratio of net purchases to total annual purchases (%) | Relation with the issuer | |
| 1 | Company Y | 1,555,155 | 34.45 | None | Company S | 484,188 | 26.53 | None |
| 2 | Company Z | 471,537 | 10.45 | None | Company L | 205,995 | 11.28 | None |
| Others | 2,487,326 | 55.10 | - | Others | 1,135,171 | 62.19 | - | |
| Net sales | 4,514,018 | 100.00 | Net sales | 1,825,354 | 100.00 |
Reason of changes to purchase: This is due to market demand and cooperation with existing clients.
III. Number of employees, average years of service, average age and educational background distribution ratio for the most recent two years and up to the date of publication of the annual report
March 31, 2026/Unit: person/year/year-old
| Item | | 113 year | 114 year | As of the end of the current year
March 31, 2026 (Note) |
| --- | --- | --- | --- | --- |
| Number of employee (persons) | Manager | 15 | 15 | 14 |
| | Direct employees | 213 | 174 | 161 |
| | Indirect employees | 1157 | 526 | 511 |
| | Total | 1385 | 715 | 686 |
| Mean age (year old) | | | 39.31 | 39.67 |
| Mean number of years in service | | | 7.4 | 7.7 |
| Educational Distribution Ratio % | Ph D. | 0.51% | 0.84% | 0.7% |
| | Master | 7% | 9.51% | 9.9% |
| | Junior college | 61.81% | 66.85% | 66.5% |
| | Senior high school | 29.31% | 21.82% | 21.9% |
| | Junior high and lower | 1.37% | 0.98% | 1.0% |
Note : Information for the current year up to the date of publication of the annual report should be filled in.
IV. Disbursements for environmental protection
(I) Information on the application, payment, or setup status of those that should apply for a permit for setting up polluting facilities or discharging pollutants or pay pollution control and prevention fees or set up exclusive units or staff to take charge of environmental protection as required by law :
- Application of pollution discharge permits
March 31, 2026
A. Hsinchu Plant:
| Item | Name and description of the permit |
|---|---|
| Operation Permit of Stationary Pollution Source | On May 30, 2012, the Hsinchu plant was approved by the Hsinchu County Government to hold a "Solar Cell Manufacturing Process" (M01) stationary pollution source operating permit (Hsinchu County Environmental Control Operating Certificate No. J0922-00). |
| On June 5, 2024, the Hsinchu plant was approved by the Hsinchu County Government to amend the holding of a "Solar Cell Manufacturing Process" (M01) stationary pollution source operating permit (Hsinchu County Environmental Control Operating Certificate No. J0922-07). | |
| Permit of Water Pollution Prevention Measure Program | On September 26, 2011, the Hsinchu plant was approved by the Hsinchu County Government to hold a water pollution prevention permit (Permit No. Hsinchu County Environmental Discharge Permit No. 00814-00). |
| On October 29, 2021, Hsinchu County Government approved the extension and change to the permit document of water pollution prevention (Approved with Letter Chu-Xian-Huan-Pai-Hsu-Zi No. 00814-04) | |
| Waste Disposal Plan | On September 15, 2011, the Hsinchu plant was approved by the Hsinchu County Government for the submitted business waste disposal plan (Permit No. Hsinchu County Environmental Business Word No. 1000107925). |
| On February 1, 2024, the Hsinchu plant was approved by the Hsinchu County Government to amend the business waste disposal plan (Permit No. Hsinchu County Environmental Business Word No. 1138650891). | |
| Toxicity and Hazardous Chemicals Authorization Documentation | On April 13, 2021, the Hsinchu plant was approved by the Hsinchu County Government for the submitted controlled chemical substance approval document (Approval No. Hsinchu County Environmental Business Word No. 1108652752). |
| On February 1, 2023, the Hsinchu County Government approved the amended controlled chemical substance approval document (Approval No. Hsinchu County Environmental Business Word No. 1128650902). | |
| On January 9, 2024, the Hsinchu plant was approved by the Hsinchu County Government for the submitted toxic chemical substance approval document (Approval No. Hsinchu County Environmental Business Word No. 1138650046). |
B. Pingtung Plant:
| Item | Name and description of the Permit |
|---|---|
| Operation Permit of Stationary Pollution Source | On March 14, 2019, the Pingtung plant was approved by the Pingtung County Government to hold a "Solar Cell Manufacturing Process" (M01) stationary pollution source operating permit (Permit No.: Environmental Control Operating Certificate No. T0875-00. On October 7, 2021, Pingtung County Government approved the changes of the operation permit of stationary pollution source under the "Manufacturing Procedures of Solar Cell Manufacturing" (M01) (Ping-Fu-Huan-Kong-Tsao-Zheng-Zi No. T0875-02) On September 3, 2024, the Pingtung County Government approved the extension of the "Solar Cell Manufacturing Process" (M01) stationary pollution source operating permit (Permit No. Environmental Control Operating Certificate No. T0875-03). On May 26, 2022, the Pingtung Plant was approved by Pingtung County Government for the operation permit of stationary pollution source under the "Manufacturing Procedures of Solar Cell Manufacturing" (M02) (Ping-Fu-Huan-Kong-Tsao-Zheng-Zi No. T0932-00) On January 5, 2024, the Pingtung plant has been approved by Pingtung County Government for the operation permit of stationary pollution source under the "Manufacturing Procedures of Solar Cell Manufacturing" (M01) (Ping-Fu-Huan-Kong-Tsao-Zheng-Zi No.T0954-00) |
| Permit of Water Pollution Prevention Measure Program | On March 20, 2018, the Pingtung plant has been approved by Pingtung County Government for the permit document of water pollution prevention (Approved with Letter Ping-Xian-Huan-Shui-Hsu-Zi No. 02405-00) |
| Permit of Water Pollution discharge Measure Program | On November 21, 2018, the Pingtung plant was approved by the Pingtung County Government to hold a wastewater discharge surface water body permit (Permit No. Environmental Water Permit No. 02405-00). On September 5, 2025, the Pingtung County Government approved the amendment to hold a wastewater discharge surface water body permit (Permit No. Environmental Water Permit No. 00126-01) |
| Waste Disposal Plan | On June 29, 2018, the Pingtung plant has been approved by Pingtung County Government for the industrial waste disposal plan (Approved with Letter Ping-Fu-Huan-Fei-Zi No. 10732516100) On March 2, 2022, Pingtung County Government has approved the industrial waste disposal plan (Approved with Letter Ping-Fu-Huan-Fei-Zi No. 11130941100) On June 20, 2022, Pingtung County Government has approved the industrial waste disposal plan (Approved with Letter Ping-Fu-Huan-Fei-Zi No. 11232897100) |
- Pollution prevention fee payables and the payment
Unit: NT$ Thousand
| Category | 2023 | 2024 | 2025 |
|---|---|---|---|
| Hsinchu plant-treatment expenses for polluted water | 6,290 | 5,159 | 2,219 |
| Hsinchu plant-air pollution prevention expenses | 348 | 130 | 15 |
| Hsinchu plant-soil pollution prevention expenses | 20 | 24 | 9 |
| Pingtung plant-water pollution prevention expenses | 16 | 7 | 1 |
| Pingtung plant-air pollution prevention expenses | 988 | 562 | 18 |
| Pingtung plant-soil pollution prevention expenses | 1 | 1 | 1 |
- If dedicated staff and unit for environmental affairs are required, the implementation:
A. Hsinchu Plant:
(1) Dedicated Air Pollution Control Specialist (Class A): Wang, Tsung-Yuan
(105) Huan-Shou-Shum-Zheng-Zi No. FA230127
(2) Dedicated Wastewater And Sewage Treatment Specialists (Class B): Wang, Tsung-Yuan (104) Huan-Shou-Shum-Zheng-Zi No. GA010581
(3) Waste Disposal Technician (Class B): Wang, Tsung-Yuan (105) Huan-Shou-Shum-Zheng-Zi No. HA041013
(4) Toxic Chemicals Professional (Level B): Wang, Tsung-Yuan (106) Environmental Protection Administration Training Certificate No. JA090478.
B. Pingtung Plant:
(1) Dedicated Wastewater And Sewage Treatment Specialists (Class B): Lin, Man-Ting (110) Huan-Shou-Shum-Zheng-Zi No. GA180539
(2) Waste Disposal Technician (Class B): Lin, Man-Ting (108) Huan-Shou-Shum-Zheng-Zi No. HB440385
(II) In the most recent fiscal years and up to the annual report publication date, the process of the Company to improve the environmental pollutions. Shall there be any pollution disputes, the dealing process shall be explained.
The Company is a professional solar cell and module manufacturer. While pursuing corporate growth, we promote renewable energy and apply resources properly to reduce environmental pollution, for the sustainable development of the environment. Therefore, high standards of environmental specifications were referred for the pollution prevention facilities when designing the plant. Once the plant was completed, the ISO 14001 environment management system was also built. The Hsinchu Plant in 2011 and the Pingtung Plant in 2018 were certified for their environmental management system (ISO 14001) and external certifications have occurred thereafter each year to keep the ISO 14001 Certificate valid. The continual improvements are made based on P.D.C.A system management and pollution prevention facilities are tested by qualified testing institutions regularly to ensure their preventive performance. Related operating specifications are created and monitored to keep pollution prevention facilities functioning normally.
The Hsinchu Plant obtained the SGS ISO 14064-1 Greenhouse Gas Inventory Validation Declaration based on the "ISO 14064-1" standards in October 2012, and subsequent declarations are obtained through continuous spontaneous inventory checks. By referring the international carbon footprint standards e.g. "PAS 2050" and "ISO 14067", the SGS PAS 2050 Product Carbon Footprint Verification Declaration was obtained in February 2013, and BSI ISO/TS 14067 Product Carbon Footprint Verification Declaration was obtained in October 2015.
The Pingtung Plant obtained the TUV ISO 14064-1 Greenhouse Gas Inventory Validation Declaration based on the ISO 14064-1 standards in January 2023, and subsequent declarations are obtained through continuous spontaneous inventory checks.
(III) In the most recent fiscal years and up to the annual report publication date, losses and penalties suffered by the Company due to environmental pollution incidents (including any compensation), and disclosing corresponding measures being or to be
117
taken (including corrective measures and possible expenditure (including the estimated amounts of possible losses, penalties, and compensation if the corresponding measures are not taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.) : None.
(IV) Describe the current pollutions, effects of improving such on the Company's earnings, competitive position, and capital expenditure, as well as the expected key environmental capital expenditure in the next 2 year : None.
(V) Disclose the protective measures taken in employees' working environment and for their safety, and the implementation
-
Establishment of occupational health and safety management system: Once the plant was completed, the environment, safety, and health management system was created based on OHSAS 18001, and TOSHMS standards. The Hsinchu Plant in 2011 and the Pingtung Plant in 2018 were certified for their Environmental and Occupation Health and Safety Management System and Taiwan Occupational Safety and Health Management System (OHSAS 18001 & TOSHMS) and external certification has occurred thereafter each year to keep the OHSAS 18001 (ISO 45001 since 2020) and TOSHMS certificates valid. The occupational health and safety management system is conducted via identification the hazardous factors, risk assessment, and control. The systematic operations are applied to prevent incidents and lower the hazardous risk to employees for safer environment.
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Safety trainings: The safety trainings are the means to communicate the safety concept and knowledge to the employees. Annual safety training plans are established every year. Not only the newly recruited shall complete the statutory trainings such as general health and safety and hazard knowledge, the fire drills are conducted every year. Through the practices of using fire extinguishers, operating fire hydrants, and the simulations of evacuation from indoor smoke, the fire drills for all are executed. Also for the contingency skills, the employees assigned with firefighting duties are trained for contingency training, including wearing fire fighting suit, A-class protective suits, SCBA, and operating wireless communication, fire fighting towers, and devices for handling disasters.
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Preparedness for emergencies on the premises: To keep the premises safe and to prevent emergency disasters from occurring and spreading, sufficient equipment to prevent disasters and deter damages needs to be available. The following equipment needs to be available reflective of the characteristics on the premises in order to fulfill damage prevention and control goals:
(1) ERC is established as the command center for disaster.
(2) Medical room is in place; dedicated medical staff provide health advice to employees and the first-aids to injured persons.
(3) Equipped with over 300 CCTV cameras, the site can be directly monitored and commanded by the ERC and central control room.
(4) The detectors and alerts for toxic gases are in place, to achieve the safety objective of the operation sites.
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(5) Diesel power generators and EUPS are in place for uninterrupted power supply to the key equipment in plants.
(6) Earthquake monitors are in place to monitor the impacts from earthquakes to the plants, and switch off the supply of special gases if required.
(7) Equipped with chemical spill handling equipment, SCOTT self-contained breathing apparatus (SCBA), level A protection suits, firefighting gear, and other disaster handling equipment to achieve disaster control objectives.
- Promotion of health: to enhance employee's health, the regular health checks and special health checks are conducted, for employees to understand their health status. The Medical Room also conduct the health classification management and analyze abnormalities found in health check, to establish the annual health promotion plans. The Company values the health of employees and the prevention of occupational diseases. Plans are added based on the Occupational Safety and Health Act, such as the prevention of diseases resulting from abnormal workloads, prevention of ergonomic hazards, health protection for mothers, and prevention of illegal harassment when performing duties. These plans are in place for implementation, so that employees are provided with good working place and thus the occurrence of occupational disease reduced. Our company's efforts in promoting employee health have been recognized by relevant authorities. We have received awards such as the "Outstanding Healthy Workplace - Health Management Award" and the "Healthy Workplace Certification - Health Promotion Mark" and "Health Activation Mark" from the Health Promotion Administration, Ministry of Health and Welfare. Additionally, we have been certified as a "Breastfeeding-Friendly Workplace" by the Hsinchu County Government and the Pingtung County Government.
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V. Labor Relations
(I) List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests:
- Employee benefit measures:
(1) The managerial systems are based on the governmental laws and regulations, and the working regulations, management rules, and notices are established accordingly. Amendments may be made to accommodate the changes of laws and announced to all employees
(2) Employee benefit implementations
2-1 Other than reasonable wages, Dragon Boat Festival, Mid-Autumn, and Yearend bonuses are distributed based on the Company's and personal performance. The production bonuses are distributed to production staff based on the monthly production performance.
2-2 Dormitories, canteens, and parking lot are provided to employees, as well as the meal subsidies.
2-3 The labor insurance, national health insurance, group insurance for employees and their immediate families are provided pursuant to laws. The labor pensions are contributed monthly as well.
2-4 The Employee Benefits Committee is established to distribute the bonus for birthdays and three key festivals, subsidies for marriage/funerals and other compensation, as well as sponsoring events, and dining, to complete the benefits system.
2-5 Habit groups are formed by employees voluntarily with subsidies from the Company. Events are held regularly to enhance mental and physical health.
2-6 The Company partners with many companies to provide discounts for employees' consumptions.
(3) Health and Safety
3-1 The Medical Room is established and medical staff are hired to keep the employees' health in check, with health advices from time to time.
3-2 The Company partners with major hospitals. Physicians provides medical consultancy in the working places monthly, and the health of employees are tracked regularly.
3-3 Annual health-promoting events are held, such as a weight-loss contest, or health seminars talking about blood pressure.
3-4 To ensure occupational safety and promote awareness of disaster prevention, the occupational safety unit should regularly conduct fire escape drills and evacuation drills for the entire plant and establishes an emergency operation center to keep abreast of the safety situation of the plants.
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- Employee education and training
(1) To improve the quality of employee training, the "Training Committee" is in place to formulate the training policies and plan the annual training programs, for diversified training
(2) Six training systems, including new-recruited training system, quality training system, environment safety training system, professional training system, management training system, and self-motivation training system, are covered by the Company's training framework.
(3) Via internal training related to duty performance, and training in domestic and foreign institutions, it is expected to enhance employee quality, cultivate professional talents, develop human resources, and improve training quality and environment, as the preliminary goals.
(4) The outcomes of our training have been recognized by the Workforce Development Agency, Ministry of Labor with the TTQS Bronze Medal, Enterprise Version on November 1, 2018.
- Retirement system and implementation
(1) The new system of labor pension is applicable to all employees.
(2) To enable employees to work with peace of mind, and provide stable retirement life. In accordance with the Labor Pension Act, the Company makes a monthly contribution of 6% of an individual's insured salary to the individual labor pension accounts at the Bureau of Labor Insurance. The contribution details for 2025 are as follows:
| Pension Scheme | Old system | New system |
|---|---|---|
| Laws applicable | Labor Standards Act | Labor Pension Act |
| Contribution method | A contribution of 2% of the total monthly salary of employees is made in the name of the Company into a special account at Bank of Taiwan (formerly Central Trust of China). | 6% of personal insured wage is contributed to the personal pension account at the Labor Insurance Bureau based on the insurance range. |
| Amount of Contribution | None | NT$27,897 thousand was allocated in 2025. |
(3) If a worker makes a voluntary contribution, the amount of their contribution will also be deposited into the same account..
- Negotiation between Laborer and Employer:
(1) The Company operates in an industry that is subject to the Labor Standards Act. In addition to holding labor-management meetings and announcing the meeting records as required, the Company has also established an employee mailbox to allow colleagues to fully express their suggestions and ideas. All operations are based on the Labor Standards Act and other relevant regulations.
(2) Our company values labor relations. To maintain smooth communication channels between labor and management, regulate fair and reasonable working conditions so that both parties have guidelines to follow, and develop harmonious and stable labor relations, in addition to regular labor-management consultation meetings, our company signed its first collective bargaining agreement with the enterprise union at the New Taipei City Government on November 13, 2019. We then signed the second and third collective bargaining agreements on May 13, 2021, and March 1, 2024, respectively. On June 12, 2020, we signed our first collective bargaining agreement with the Pingtung factory enterprise union, and on September 20, 2023, we signed the second collective bargaining agreement, laying a solid foundation for harmonious labor relations and handling labor disputes. The collective bargaining agreements are comprehensive, greatly contributing to protecting the rights and interests of both parties, improving work efficiency, and fostering harmonious labor relations. They also include explicit provisions for protecting the health, safety, and hygiene of employees. In the future, we will continue to initiate renewal negotiations for the collective bargaining agreements between labor and management as needed, in accordance with changes in laws and regulations..
- Implementation of Employee Benefit Protection:
The other employee benefits are handled pursuant to the related laws and regulations, please refer to the description in "5. Operation Overview, IV. Environment Expenditure Information (VI)"
(II) List the losses as a result of labor-management disputes and disclosure of current and possible future estimates and countermeasures over the most recent year up to the date the Annual Report was printed. If reasonable estimates are impossible, state the facts why they cannot be reasonably estimated:
- The request to eliminate infringement between the Company and Yuanjing Solar Technology Co., Ltd. Enterprise Union (hereinafter referred to as "Yuanjing Enterprise Union") arose in November 2020 when Yuanjing Enterprise Union claimed that the Company's salary management regulations, specifically the rule of "no shift allowance during vacation leave," infringed upon the rights of its members. The union filed a lawsuit for the elimination of this infringement at the Taiwan Hsinchu District Court. The court's civil judgment No. 26 in the labor litigation of 2021 ruled in favor of the Company. Dissatisfied with this verdict, Yuanjing Enterprise Union appealed the decision. The case was reviewed by the Taiwan High Court and the Supreme Court, with the Supreme Court's 2022 ruling No. 2784 overturning and remanding the original judgment to the Taiwan High Court, where it is currently under review.
The above-said non-major labor - management disputes did not impact the Company's operations and finance significantly.
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VI. Information Security Management
(I) Specify the information and communication security risk management framework, the information and communication security policy, the substantial management plans, and resources to be devoted to information and communication security management, etc.:
In order to reinforce information security management, ensure the availability and reliability of data and information, and maintain information security, the Company has prescribed the policies and regulations. The information security policy is the Company's principles for the accountability of the information security management organization, education and training, computer system security management, network security management, information equipment environmental security management, and system access security management.
(1) Cyber security risk management framework

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(2) Cyber security policies
- Comply with legal regulations to establish relevant information security management rules and provide appropriate safeguards for the Company's information assets.
- protective measures to ensure its confidentiality, integrity, availability, and legal compliance.
- Regularly assess the impact of various man-made and natural disasters on the Company's information assets, and formulate disaster prevention measures and disaster recovery plans for important information assets and key businesses, to ensure the continued operation of the Company's business.
- Supervise the employees to implement information security safeguard tasks, and establish the concept that "everyone is responsible for information security," to enhance the awareness of information security of each business department and staff.
- All employees and the vendors who use or link to the Company's computer system are required to strictly observe the Company's information security related regulations. If there is a violation, it will be punished based on the Company's regulations or the contract depending on the circumstances of the violation. In serious cases, they will be sued pursuant to relevant laws.
(II) List the losses as a result of major information and communication security events, their possible impacts, and countermeasures over the past year up to the date when the Annual Report was printed; if reasonable estimation is impossible, why it is impossible shall be specified: This did not happen.
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VII. Important contracts
February 25, 2026
| Contract Type | Counterpart | Starting and End Dates of Contracts Date | Major Content | Restrictive Terms |
|---|---|---|---|---|
| Syndicated Credit Contract | Mega International Commercial Bank, Cooperative Bank, Land Bank of China, Changhua Bank, Antai Bank, Wing Bank of China and China Trust Bank. | 5 years from the date of first use | A loan of NT$1.996 billion in funds. | The financial statements shall maintain certain financial ratios |
| Syndicated Credit Contract | Cooperative Bank, Taiwan Business Bank, Entie Commercial Bank, Bank of Panhsin, First Bank, Hua Nan Bank, Kaohsiung Bank, Land Bank, Bank of Taiwan Bills Finance Corporation, Grand Bills Finance Corporation. | 5 years from the date of first use | A loan of NT$2.4 billion in funds. | The financial statements shall maintain certain financial ratios |
| Technology licensing agreement | Yi-Chen Chen & National Central University | 2023/07/18~2025/07/17 | Technology licensing agreement | None |
| Technology licensing agreement | Industrial Technology Research Institute (ITRI) | 2024/05/08~2026/04/09 | Technology licensing agreement | None |
| Technology licensing agreement | Industrial Technology Research Institute (ITRI) | 2025/04/10~2025/05/07 | Technology licensing agreement | None |
| Transaction contract of modules | Star Energy Co., Ltd. | 2025/03/17~ Completion of performance | Module transaction | None |
| Transaction contract of modules | Company A | 2024/01/13~2025/12/31 | Module transaction | None |
| Transaction contract of modules | Company B | 2023/07/05~2026/12/31 | Module transaction | None |
| Transaction contract of modules | Company B | 2023/07/12~2026/12/31 | Module transaction | None |
| Transaction contract of modules | Company C | 2023/06/14~2026/08/31 | Module transaction | None |
Five. Review and Analysis of Financial Condition and Performance, and
Risk Factors
I. Financial position - consolidated financial report
Unit: NT$ Thousand
| Year
Item | 2024 | 2025 | Amount increased
(decreased) | Percentage
(%) |
| --- | --- | --- | --- | --- |
| Current asset | 3,251,887 | 1,567,523 | (1,684,364) | (51.80) |
| Property, Plant and Equipment | 5,661,295 | 4,121,836 | (1,539,459) | (27.19) |
| Intangible asset | 8,760 | 6,413 | (2,347) | (26.79) |
| Other assets | 1,400,776 | 929,363 | (471,413) | (33.65) |
| Total assets | 10,322,718 | 6,625,135 | (3,697,583) | (35.82) |
| Current liabilities | 1,310,943 | 1,217,421 | (93,522) | (7.13) |
| Non-current liabilities | 2,178,194 | 1,765,691 | (412,503) | (18.94) |
| Total liabilities | 3,489,137 | 2,983,112 | (506,025) | (14.50) |
| Share capital | 5,127,967 | 5,127,967 | 0 | 0.00 |
| Capital reserve | 1,965,641 | 1,702,733 | (262,908) | (13.38) |
| Retained earnings | (92,398) | (3,193,820) | (3,101,422) | 3,356.59 |
| Other equities | (170,510) | 2,274 | 172,784 | (101.33) |
| Non-controlling interests | 2,881 | 2,869 | (12) | (0.42) |
| Total Equity | 6,833,581 | 3,642,023 | (3,191,558) | (46.70) |
| Change analysis (The percentage increase or decrease reached 20%.) | | | | |
| (1) Decrease in current assets: Primarily due to the collection of receivables and the recognition of inventory write-downs. | | | | |
| (2) Decrease in real estate, plant and equipment: Due to the recognition of asset impairment losses. | | | | |
| (3) Decrease in other assets: Primarily due to the reversal of deferred tax assets. | | | | |
| (4) Decrease in non-current liabilities: Primarily due to the repayment of long-term loans. | | | | |
| (5) Decrease in retained earnings: Primarily due to a net loss after tax in fiscal year 2025. | | | | |
| (6) Increase in other equity: Primarily due to the disposal of equity instruments measured at fair value through other comprehensive income or loss. | | | | |
II. Financial performance- consolidated financial report
(I) Key reasons resulted in material changes to the operating revenue, net operating profit, and net profit before tax
Unit: NT$ Thousand
| Item\Year | 2024 | 2025 | Amount increased (decreased) | Change Percentage (%) |
|---|---|---|---|---|
| Operating Revenue | 4,514,018 | 1,825,354 | (2,688,664) | (59.56) |
| Operating cost | 4,192,931 | 3,180,431 | (1,012,500) | (24.15) |
| Operating Gross Income | 321,087 | (1,355,077) | (1,676,164) | (522.03) |
| Operating expenses | 332,241 | 390,209 | 57,968 | 17.45 |
| Profit from operations | (581,408) | (2,873,399) | (2,291,991) | 394.21 |
| Non-operating income and expense | (16,867) | (76,545) | (59,678) | 353.82 |
| Pre-tax net income | (598,275) | (2,949,944) | (2,351,669) | 393.07 |
| Current period net profit | (600,271) | (3,199,455) | (2,599,184) | 433.00 |
| Other comprehensive income recognized for the period | 386 | 7,897 | 7,511 | 1,945.85 |
| Total comprehensive income in the current period | (599,885) | (3,191,558) | (2,591,673) | 432.03 |
| 1. Analysis of changes (increase/decrease): (1) Decrease in operating revenue and operating costs: Revenue and costs decreased due to the slowdown in the solar photovoltaic installation market. (2) Decrease in gross profit: Primarily due to a decline in overall domestic market demand and the impact of low-priced imports from overseas competitors. (3) Decrease in net operating profit: Primarily due to decreased revenue and gross profit, as well as the recognition of asset impairment losses. (4) Decrease in pre-tax net profit, net profit for the period, and total comprehensive profit and loss for the period: The combined effects of the above explanations. 2. Expected sales volume and its basis, potential impact on the company's future financial and operational situation, and corresponding response plans: The company estimates its full-year operating targets for 2026 based on industry trends, market demand, and technological production capacity. However, since no financial forecast has been published, it is not applicable. |
III. Cash flow
(I) Analysis of Recent Annual Cash Flow Changes
Unit: NT$ Thousand; %
| Item | Year | 2024 | 2025 | Amount increased (decreased) | Change Percentage (%) |
|---|---|---|---|---|---|
| Net cash generated/used by operating activities | 712,253 | 311,187 | (401,066) | (56.3) | |
| Net cash inflow (outflow) from operating activities | (628,506) | 25,287 | 653,793 | (104.0) | |
| Net cash inflow (outflow) from financing activities | (656,633) | (348,287) | 308,346 | (47.0) | |
| Description of change analysis: | |||||
| 1. Operating Activities: The decrease in net cash inflow was mainly due to delayed domestic solar energy project launches and insufficient order momentum, leading to a decline in revenue. | |||||
| 2. Investing Activities: The reduction in capital and return of share payments by investee companies resulted in net cash inflow from investing activities in fiscal year 2015. | |||||
| 3. Financing Activities: The decrease in net cash outflow was mainly due to the absence of cash dividends paid this year. |
(II) Analysis of Cash Flow for the Next Year
Unit: NT$ Thousand
| Cash at the beginning of the term Balance (1) | Full-year operating activities net cash flows (2) | Cash inflow (outflow) from investments and financing activities for the whole year (3) | Cash left (deficient) amount (1)+(2)-(3) | Remedial measures for cash shortfall | |
|---|---|---|---|---|---|
| Investment plan | Wealth management plan | ||||
| 611,512 | 548,785 | 619,066 | 541,231 | — | — |
| 1. Analysis of Cash Flow for the Next Year | |||||
| (1) Operating activities: A net cash inflow is expected to result from operational stability. | |||||
| (2) Investing activities: An increase in cash outflows is expected for reinvestment programs such as solar photovoltaic and energy storage sites. | |||||
| (3) Financing activities: A cash outflow is expected from the repayment of borrowings from financial institutions. | |||||
| 2. Expected Cash Shortfall Remedial Measures and Liquidity Analysis: The Company operates stably and does not anticipate any cash shortfall. |
(III) Plan for improving insufficient liquidity : N/A
IV. The effect upon financial operations of any major capital expenditures during the most recent fiscal year :
The company's capital expenditures are funded by its own operating funds and a portion of bank financing. In response to international trends, the company has completed the equipment upgrade for its N-Type battery and module production lines, enhancing product competitiveness and meeting customer needs, which has a positive impact on its financial operations.
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V. The reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year
(I) Reinvestment Policy in the Recent Year
The reinvestments are made by the management based on the Company's operation or strategic objectives. The related units provide and summarize the professional information, and the investee's history, outlook, market condition, and managerial health are evaluated, as the reference for the management's decision-making.
(II) The Key Reasons for Profit of Loss from the Reinvestment in the Recent Year, and the Improvement Plan
December 31, 2025; Unit: NT$ Thousand
| Item | Description | Investment income recognized in 2025 | Shareholding ratio (%) | Major reasons for profit or loss | Improvement Plan | Other investment plan in the future |
|---|---|---|---|---|---|---|
| Hou Chang Energy Co., Ltd. | (254,680) | 100.00 | Engaging in the energy storage equipment business, the domestic green energy sector has not yet fully developed. Currently, the domestic energy storage business suffers from imbalanced supply and demand, leading to poor profitability. | Improvements in equipment stability and cost control. | None | |
| Yuan-Jin Energy Co., Ltd. | (111) | 90.00 | Still in their establishment periods and hence no important income has been generated yet. | Actively developing domestic photovoltaic projects. | None | |
| Holdgood Energy Co., Ltd. | 6,569 | 45.49 | Profits gradually surfaced from the devotion to development of solar power plants in Taiwan. | Enhanced deployment and service quality, actively developing domestic customers. | None | |
| NFC III Renewable Power Co., Ltd. | (38,764) | 20.00 | Still in their establishment periods and hence no important income has been generated yet. | Actively developing domestic photovoltaic projects. | None |
(III) Investment in the Next Year : In response to government policies, we will assess the need to expand investment in renewable energy-related businesses.
VI. Risk management and assessment
(I) The impact of interest rate changes on the Company's profit and loss and future countermeasures:
- The impact of interest rate changes on the Company's profit and loss and future countermeasures.
In recent years, due to the pandemic and rising raw material prices, countries have initiated interest rate hikes to curb domestic inflation. The Company's operations and profitability have improved year by year, and it continues to accelerate repayments to reduce the debt ratio. Additionally, the Company effectively utilizes financing with government project interest rate subsidies to reduce its interest costs. The impact of future increases in New Taiwan Dollar interest rates on our company and its subsidiaries' long-term operational risks is limited.
- The effect upon the Company's profits (losses) of exchange rate fluctuations, and response measures to be taken in the future.
Our company and its subsidiaries' future operating strategy will focus on selling solar modules and power plants in the domestic market. Operating revenue is denominated in New Taiwan Dollars and US Dollars. Foreign exchange positions mainly involve purchasing foreign raw materials and equipment, denominated in US Dollars and Chinese Yuan. To mitigate exchange rate risks, we engage in derivative financial instrument transactions for hedging purposes, conducting forward exchange rate hedging to minimize exchange rate risks.
- The effect upon the Company's profits (losses) of inflation, and response measures to be taken in the future
The Company and its subsidiaries closely monitor international market price fluctuations. If domestic or international inflation leads to increased costs, the Company and its subsidiaries will timely adjust and negotiate sales and purchase prices to mitigate profit and loss risks.
(II) The Company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future.
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The operational philosophy of the Company and its subsidiaries is robust and practical, and the focuses are on the major business of the Company and its subsidiaries. No high-risk investment and highly leveraged investment are taken.
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The Company and the subsidiaries have established the "Regulations Governing Loaning of Funds to Others," for loaning funds to others. As of the annual report publication date, there is no fund loaned to others by the Company and the subsidiaries.
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The Company and the subsidiaries have established the "Regulations Governing Endorsement and Guarantee," to be referred to when conduct endorsement and guarantee. As of the annual report publication date, there is no endorsement and guarantee by the Company and the subsidiaries.
-
The financial hedging strategies of the Company and the subsidiaries aim to avoid the risk of exchange rate fluctuation. The derivatives transactions are conducted pursuant to the Company's "Procedures for Acquisition or Disposal of Assets," and fully disclosed in financial statements.
(III) Research and development work to be carried out in the future, and further expenditures expected for research and development work.
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In April 2013, our company applied to the Ministry of Economic Affairs Industrial Development Bureau for the "Leading New Product Development Program" and received support from the bureau, successfully passing the "High Efficiency Pseudo-Monocrystalline Solar Cell Products" project. The government subsidy amounted to 10 million, while self-raised funds totaled 16 million. The project's proprietary research and development technology received national recognition and support, and in December 2014, it was commended by the review committee. The project was successfully completed, achieving and surpassing the set goals by increasing the conversion efficiency of high-efficiency pseudo-monocrystalline solar cells to over 19.8%. In January 2016, we applied to the Bureau of Energy, Ministry of Economic Affairs for the "Industry Energy Technology Project" and received support from the bureau, successfully passing the "High Efficiency Monocrystalline Solar Cell Products" project. The government subsidy amounted to 6.45 million, while self-raised funds totaled 8.55 million. This reiterates Yuanjing Solar's proprietary research and development technology and its solid foundation in Taiwan, earning national recognition and support. By the end of December 2016, the project had developed monocrystalline solar cells with a conversion efficiency of over 21.3%. The Company will continue the development of advanced manufacturing process technologies, to pursue the goal of being a world-class solar cell and module manufacturers. In 2023, Yuanjing also applied to the Industrial Development Bureau of the Ministry of Economic Affairs for the "Industrial Upgrading and Innovation Platform Guidance Program" and received support from the bureau, successfully passing the "N-type Large-Size High-Efficiency TOPCon Cells and Bifacial Module Development Project." The government subsidy amounted to 36.9 million, while self-raised funds totaled 53.1 million.
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The R&D development plan of the Company may be divided into the near-term, mid-term, and long-term. By deepening the collaboration with the academic institutes, good industry-academia partnerships are established.
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(A) Near-term R&D development plan:
In addition to responding to the domestic market and VPC demand, the near-term R&D goals will align with the government's 2050 net-zero carbon emissions policy. We will independently develop high-efficiency N-type tunnel oxide passivated contact (TOPCon) solar cells and continually improve the quality of monocrystalline PERC cell mass production. We aim to enhance conversion efficiency and production yield, optimize process conditions, and reduce production costs. We are developing Super Multi-Busbar (SMBB) bifacial cell technology to further enhance overall cell efficiency.
The Company is actively developing various niche solar cell products, including the introduction of large-size N-type cell technology equipment and the development of M10-size cells to increase total wattage. For the M10 modules with 108, 120, 132, and 144 cells, we are introducing new materials for modules to optimize the module encapsulation process conditions, thereby increasing the module output wattage. In addition to developing solar cells for space use to address the demand for low-orbit satellites, we are also developing solar cells with radiation-resistant passivation layer technology for space environments. We are also conducting research on spectral dispersion to develop solar cell products with low visual stimulus.
Yuanjing is actively investing in the energy storage field, focusing on the development of Automatic Frequency Control (AFC) while also researching other storage functions such as peak shaving, power smoothing, and regional microgrids. This will provide a solid foundation for Yuanjing's future investments in the photovoltaic storage field and the power industry. An estimated NT$350 million will be invested.
(B) Mid-term R&D development plan:
The mid-term R&D goals focus on the evaluation and introduction of advanced process technologies and materials to effectively increase photovoltaic utilization. This includes the introduction of new machinery, reduction of resistance, and the application of new electrode materials. Evaluate the development of G12 size cell technology to further increase the total wattage. Other innovative technology research includes the development of new cell structures such as heterojunction solar cells (HJT) and back-contact solar cells (IBC), as well as next-generation module encapsulation processes like shingled modules, stacked modules, high-density modules, and 0BB technology, among others.
Development of niche products, Yuanjing is also developing solar products with additional features for special purposes or environments. Besides developing solutions suitable for future electric vehicles or specific environments such as offshore applications, they are also working on solar module materials for the space environment, which will contribute to the Company becoming a leading manufacturer in technology development and cost control for solar cells and modules.
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To overcome the limitations of intermittent solar power generation, the company will shift its R&D focus to the development of stable base-load green electricity, with a key investment in geothermal power generation as part of its energy mix strategy. By evaluating efficient geothermal extraction technologies and the application of corrosion-resistant materials, combined with the advantages of daytime solar power generation, the company will construct a "solar-ground complementary" smart power dispatch system. In addition, it will simultaneously research small-scale hydropower and flow battery energy storage technologies, collaborating with partners in different sectors to enter the electricity sales industry, and transforming the company into a comprehensive power service provider with 24/7 power supply capabilities. The estimated investment is NT$19 million.
For subsequent power generation and energy storage development, in addition to actively seeking partners in different fields and quickly entering the electricity sales industry, as solar energy only generates electricity during the day, we need to research different types of power generation and energy storage methods, such as small-scale hydroelectric power generation, geothermal power generation, and liquid flow batteries, among others. This will help the Company develop into a more comprehensive power company. An estimated NT$25 million will be invested.
(C) Long-term R&D development plan:
Our company's long-term R&D goals focus on the mass production application of next-generation "Perovskite Tandem" structures. By combining the basic research capabilities of top domestic research institutions with our own large-scale mass production experience, we are conducting in-depth development on interface passivation, stability improvement, and large-area coating processes. This aims to break through the efficiency bottlenecks of traditional batteries and solidify our leading position in technology and cost control. Simultaneously, Yuanchuang is actively investing in module circular economy and reuse technologies to assist customers in addressing international carbon credit and green supply chain issues. We are also deepening the functionality of the "Yuanchuang Smart Photovoltaic Platform," shifting our development focus from traditional photovoltaic operations to cross-domain integration of "solar, geothermal, and energy storage systems." Utilizing the stable characteristics of geothermal power generation, coupled with a smart energy management system (EMS) and data-driven automated dispatching mechanisms, we leverage our vertical integration advantages across the upstream, midstream, and downstream sectors to construct a new power operation model for green energy creation, storage, and application. We strive to become a comprehensive power service provider with the capability for small to medium-sized regional power dispatching and planning. The estimated investment is NT$10 million.
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(D) Academic-industrial collaboration plans
From 2012 to 2021, our company has collaborated with National Cheng Kung University, National Central University, and National Taiwan University of Science and Technology to successfully apply for and pass eight industry-academia collaboration projects with the Ministry of Science and Technology. The projects include: developing localized laser doping technology combined with spin coating diffusion sources, developing diamond-like carbon film passivation layer technology for high-efficiency silicon solar cells, applying spin coating doping diffusion processes to the fabrication of N-type PERT silicon solar cells, using micro/nano composite patterned substrates to enhance the photoelectric conversion efficiency of silicon-based solar cells, developing screen printing polymer slurry and applying it to the production of localized emitter and back passivated silicon solar cells, developing plasma-enhanced chemical vapor deposition multilayer SiOxNy:H/SiNx:H anti-reflection films for solar cells, developing low-reflection silicon nanostructure fabrication technology for application in polycrystalline silicon solar cells, conducting application research on the use of atomic layer deposition systems for passivation layer growth to improve the conversion efficiency of heterojunction solar cells, and developing sputtered film passivated contact technology for silicon solar cell fabrication. The Company is committed to establishing good relationships for industry-academia collaboration. The early R&D may firstly be conducted in the academic field for advanced manufacturing processes and forward-looking technologies based on the demands of companies, with the expectation of successfully introducing the product line into mass production. Meanwhile, professional talents in the solar energy area may be cultivated in academic research units, expecting them to join the Company in the future to contribute what they have learned.
| School | Name |
|---|---|
| National Cheng Kung University | Applied Study of the Conversion Efficiency of Heterojunction Solar Cells Improved through the Growth Passivation Layer of the Atomic Layer Sedimentation System |
| National Central University | Perovskite/Silicon Stacked Solar Cells Based on PERC Architecture: Development of PERC Cell Front Passivation Conductive Layer Technology Development of Localized Laser Doping Technology Combined with Spin-Coating Diffusion Source Application of Spin-Coating Doping Diffusion Process in N-Type PERT Silicon Solar Cell Fabrication Development of Screen-Printed Polymer Paste for Fabricating Localized Emitter and Back Passivated Silicon Solar Cells Development of Plasma-Assisted Chemical Vapor Deposition Multilayer SiOxNy:H/SiNx:H Antireflective Thin Films and Application in Solar Cells Development of Sputtered Thin Film Passivation Contact Technology and Application in Silicon Solar Cell Fabrication |
| National Taiwan University of Science and Technology | Development of Diamond-like Carbon Film Passivation Layer Technology for the High-efficiency Silicon Crystalline Solar Energy Utilization of Micro/Nano Composite Patterned Substrates to Improve the Photoelectric Conversion Efficiency of Silicon-based Solar Cells |
- Estimated R&D expenses: It is expected to invest 64,559 thousand in 2026, and adjustments will be made based on the actual amount used. The R&D expenses for the past two years are as follows:
Unit: NT$ Thousand
| Item | 2024 | 2025 |
|---|---|---|
| R&D Expense | 72,225 | 65,523 |
| Amount of Revenue | 4,514,018 | 1,825,354 |
(IV) Effect on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response.
The Company's operations comply with the domestic and foreign law regulations, while the development trends and changes of the domestic and foreign policies are closely monitored. The related information is collected as the reference for decision-making by the management, in order to adjust the operational strategies. As of the annual report publication date, the Company's finance business has not been affected by the changes to domestic/foreign key policies and legislations.
(V) Impacts of changes in technology (including information and communication security risks) and industry on the Company's finance and business and countermeasures
As the technologies in the solar photoelectric industry are relatively mature, there is significant room for the development of basic materials and manufacturing processes. The most possible development direction is replacing P-type chips with N-type chips as the major upstream material for solar cells. Meanwhile the new-generation cell manufacturing process, e.g. TOPCon or HJT, may become mainstream in 2 to 3 years. These new technologies will greatly enhance the power generation efficiency of solar cells and lower the generation costs. On the other hand, the current production methods will be replaced gradually. To respond to the evolution of future production structure, the Company has taken corresponding strategies. In addition to the R&D Department mastering the relevant technological development thoroughly, and conducting development for the new process, the Company also cooperates with Japanese and the U.S. supply chain partners, as well as Russian equipment vendors to jointly develop new products. The Company's core specialty has always been technologies and quality. We firmly believe that the industrial structure evolutions are operation risks but also opportunities for development. The new generation solar photovoltaic manufacturing process technology will provide the Company with excellent opportunities to lead the peers, and create new competitive advantages.
The Company and its subsidiaries continuously monitor industry changes and market trends, as well as pay attention to related technological developments and changes. There were no major technological changes (including information and communication safety risks) and industrial changes whose consequences are sufficient to impact the financial operations of the Company and its subsidiaries significantly over the past year and up to the date of publication.
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(VI) Effect on the Company's crisis management of changes in the Company's corporate image, and measures to be taken in response.
Since its establishment, the Company has been committed to maintaining its corporate image and strictly adhering to all legal regulations. Up to the date of the printing of the annual report, there have been no incidents where changes in corporate image have caused an operational crisis for the Company.
(VII) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken.
The Company and its subsidiaries did not have a plan to merge with or acquire other companies over the past year up to the date of publication. Shall there be any merger and acquisition in the future, cautious assessment will be conducted, and the synergies of merger will be considered to ensure the interests of the original shareholders.
(VIII) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken.
Driven by domestic renewable energy policies and in response to the domestic solar industry's demand for high-efficiency solar cells and modules, the board of directors approved the TOPCon capital expenditure for upgrading the battery production line on June 26, 2023, which will help enhance the Company's competitiveness. This case has been carefully evaluated by the market, so the possible risk of expanding the factory is extremely low.
(IX) Risks associated with focused purchases or sales and countermeasures
- Evaluation of the concentration risk with purchases
All major raw materials purchased by the Company and the subsidiaries are sourced from 2 or more suppliers to keep deliveries stable. The Company and the subsidiaries maintain good relations with suppliers, while diversifying risks. Therefore, since the foundation of the Company and the subsidiaries, there has been no interruption of supplies due to product shortage.
- Assessment to the consolidation of sales
To actively expand the domestic sales of modules, the Company and its subsidiaries established module sales offices and power plant service teams in New Taipei City, Hsinchu, Changhua, Tainan, Pingtung and other places to achieve the goal of achieving the highest market share in Taiwan's module market. The share between large field customers and small-to-mid-size customers is half and half. Therefore, there shall be no risk of client consolidation. However, the Company and the subsidiaries keep on monitoring and assessing the regional markets and the clients' credit risks for timely responses.
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(X) Effect upon and risk to the Company in the event that a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10% stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken:
The transfer of shares by representatives of corporate directors and managers are part of the personal plan for wealth management, with no impacts on the Company.
(XI) Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken
As of the annual report publication date, there has been no change in managerial control of the Company.
(XII) Litigious and non-litigious matters
-
Major lawsuits, non-lawsuits, or administrative disputes with a finalized verdict or ongoing proceedings that involve the Company over the past year up to the date when the Annual Report was printed whose results may have significant impacts on the shareholders' equity or prices of securities; the facts, target amount, start date of the lawsuit/dispute, main parties involved, and current status shall be disclosed: None.
-
Major lawsuits and non-lawsuits or administrative disputes with a finalized verdict or ongoing proceedings that involve the Company, the Company's directors, supervisors, the President, the actual person in charge, and shareholders holding more than 10% of all shares, and the associated companies over the past 2 years and up to the date when the Annual Report was printed with a confirmed verdict or ongoing ones whose results may have significant impacts on the shareholders' equity or prices of securities: None.
(XIII) Other important risks, and mitigation measures being or to be taken
In the most recent fiscal year and up to the annual report publication date, there has been no other material risks to the Company.
VII. Other important matters:
Information is as essential as other operating assets to the Company; therefore proper safeguard shall be provided. Information security protect information from various threats, so that the Company's operation is not interrupted and the risk of operational losses is minimized. Informa security aims to protect information and the supporting processing devices and systems, confidentiality, completeness and availability of the network are under no threat of whatever format, so that the sustainable operation is secured.
The most essential section in the information security risk control is personnel. The information security related information are promoted to employees from time to time, to enhance their sensitivity to the information security. The access restrictions are applied to the machine rooms of information devices to control employee's access from being accessed by unauthorized persons. In daily operations, aside from using firewalls and antivirus software to prevent malicious virus attacks and leaks of important confidential information, regular backup and redundancy operations are conducted for host data and the ERP system.
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Six. Special Items for Notation
I. Information related to the Company's affiliates
(I) Consolidated Business Report of Affiliated Enterprises:
Please refer to the Public Information Observation Station
(https://mops.twse.com.tw/mops/#/web/home)/Single Company/Electronic Document
Download/Related Companies Three Documents Section.
II. Management of Private Placement Securities of the Past Year up to the Date the Annual Report Was Printed:
| Item | The 1st private placement in 2021 (Note 1) Issuance Date: January 7, 2022 | ||||
|---|---|---|---|---|---|
| Types of privately placed securities (Note 2) | A-Preferred shares | ||||
| Date of Shareholders' Meeting Approval and Amount (Note 3) | Approved in the Shareholders' Meeting on April 7, 2021. The intended total issuance amount of Class A preferred stock shares is NT$750 million at maximum, with a maximum of 75,000 thousand shares. The par value per share is NT$10. | ||||
| Basis for and legitimacy of pricing | A price no less than 80% of the theoretical price is the criterion. | ||||
| Method of selection for specific persons (Note 4) | The target for this private placement of preferred shares is limited to specific individuals who meet the requirements of Article 43-6 of the Securities and Exchange Act and the provisions set forth by the Financial Supervisory Commission in Order No. 0910003455 on June 13, 2002. Those who may directly or indirectly improve the operating performance for the Company's future operation may be prioritized in the selection of qualified persons. | ||||
| Rationale for organizing private placements | Considering the capital market conditions, the timeliness and feasibility of raising capital, issuance costs, and the potential introduction of strategic investors to facilitate the Company's development, the restrictions on the transfer of privately placed securities can ensure a long-term cooperative relationship between the Company and strategic investors, enhancing the stability of the Company's operations. Therefore, fundraising is conducted through private placements. Also via the authorization to the Board of Directors, the placement is conducted depending on the actual demands of the Company's operation; thus the flexibility and agility of the fundraising is enhanced effectively. Consequently, it is necessary to conduct the cash capital increase via the private placement of new shares. | ||||
| Date of completion of payment | 2021.12.2 | ||||
| Subscriber profile | Target of private placement (Note 5) | Eligibility (Note 6) | Quantity subscribed (shares) | Relationship with the Company | Involvement in Corporate Operation |
| National Development Fund Management Committee of the Executive Yuan | Meeting the requirement in Article 43-6 Paragraph 1 Sub-paragraph 2 of the Securities and Exchange Act. | 8,210,526 | None | None | |
| Yu Sheng Energy Corporation | 17,684,210 | Corporate director of the Company | |||
| Actual subscription (or conversion) price (Note 7) | NT$23.75 per share. | ||||
| Difference between actual subscription (or conversion) price and reference price (Note 7) | The actual issue price per share for this private placement was set based on no less than 80% of the theoretical price of 29.06, as resolved by the Board of Directors, and was determined to be NT$23.75 per share. | ||||
| Impact of private placement on shareholders' equity (e.g., causing an increase in accumulated losses...) | The pricing of privately placed preferred shares is determined based on the "Directions for Public Companies Conducting Private Placements of Securities" and takes into account the Company's future development, as well as limitations on the timing, parties, and quantity of privately placed securities transfers. Additionally, these shares cannot be listed on the stock exchange, leading to lower liquidity. Therefore, the pricing method is considered reasonable and does not have a significant impact on shareholders' equity. | ||||
| Utilization of Privately Placed Funds and Project Implementation Status | They are expected to support the addition of production lines for new-generation batteries and modules and to meet the demand for funds in the future long-term development of power stations and overseas operations of the Company. All were used up in the second quarter of 2022. | ||||
| Demonstration of Private Placement Efficacy | It is expected that other than continuously improving the financial structure, by introducing strategic investors, they will assist the Company with market development and technical cooperation, and thus the Company's profit is enhanced. This is actually conducive to shareholders' equity. |
Note 1: The number of fields may be adjusted reflective of the actual number of occurrences. If the private placement of securities takes place in separate efforts, they shall be listed separately.
Note 2: Provide the type of security included in the private placement, such as common stock, preferred stock, convertible preferred stock, preferred stock with subscription warrants, common corporate bond, convertible corporate bond, a corporate bond with subscription warrants, overseas convertible corporate bond, global depository receipt, and employee share subscription warrant, among others.
Note 3: When no approval through the shareholders' meeting is required in the case of private placement corporate bonds, the date and amount approved by the Board of Directors shall be provided.
Note 4: For ongoing private placements, if subscribers have been approached and determined, the names of subscribers and their relationship with the Company shall be specified.
Note 5: The number of fields may be adjusted reflective of the actual number.
Note 6: Provide what is indicated in Article 43-6 Paragraph 1 Sub-paragraph 1, Sub-paragraph 2, or Sub-paragraph 3 of the Securities and Exchange Act.
Note 7: The actual subscription (or conversion price) refers to that set when private placement securities are actually issued.
III. Holding or disposal of shares in the Company by the Company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: Not applicable.
IV. Other matters that require additional description: None.
Seven. Significant events that occurred in the most recent fiscal year and up to the date of the printing of the annual report as defined by Article 36, Paragraph 3, Item 2 of the Securities and Exchange Act that may have a substantial impact on shareholders' equity or the price of securities: None.
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TSEC
TSEC Corporation
Chairman: Weiren Investment Limited
Representative: Liao, Kuo-Ron
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