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TTC — Annual Report 2025
May 22, 2026
52233_rns_2026-05-22_192983d1-8692-4be3-8b5f-2bdee830cd56.pdf
Annual Report
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TAIWAN TEA CORPORATION
Stock Code: 2913
2025 Annual Report

Market Observation Post System
Company Website
Annual Report Website: http://mops.twse.com.tw
http://www.ttch.com.tw
Printed on May 10, 2026
- The name, title, and phone number of the spokesperson
Spokesperson: LI-CHUAN KAO
Deputy Spokesperson: Tzu-Chien Chen
Title: Vice General Manager of the Public Affairs Office
Title: Section Manager of Audit Office
Telephone: (03)659-1188#813
Telephone: (03)659-1188#869
E-mail: [email protected]
E-mail: [email protected]
- Address and phone number of head office, branch and factory:
| Head office | No. 3, Zhonghua Road, Hukou Township, Hsinchu County | Telephone: (03)659-1188 |
|---|---|---|
| Sanxia Branch Office | ||
| Xiong Kong Tea Factory | No. 140, Zhulun Road, Zhulun Village, Sanxia District, New Taipei City, Taiwan | Telephone: (02)2672-6151~3 |
| Miaoli Branch Office | ||
| San Yi Tea Factory | No. 155, Ln 307, Shengxing Village, Sanyi Township, Miaoli County, Taiwan | Telephone: (037)872-011 |
| Nantou Branch Office | ||
| Yu Chi Tea Factory | No. 38, Youshui Ln., Zhongming Village, Yuchi Township, Nantou County, Taiwan | Telephone: (049)289-5508 |
| Pingtung Branch Office | ||
| Laopi Tea Farm | No. 1, Zhongsheng Rd., Longquan Village, Neipu Township, Pingtung County, Taiwan | Telephone: (08)770-8596 |
- Name, address, website and phone number of stock transfer agent:
Stock Transfer Department, Grand Fortune Securities Co., Ltd.
Address: 6F, No. 6, Zhongxiao West Road, Zhongzheng District, Taipei City, Taiwan
Telephone: (02)2383-6888
Website: http://www.gfortune.com.tw/
- Name, office name, address, website and phone number of financial statement CPA in the most recent year:
Name of CPA: Shih-Chin Chi and Hsin-Ting Huang
CPA firm: KPMG
Address: 68F, No. 7, Section 5, Xinyi Road, Taipei City (Taipei 101)
Telephone: (02)8101-6666
Website: https://www.ey.com/tw/zh_tw
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Name of any exchanges where the Company's securities are traded offshore and the method to access information on said offshore securities: None.
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Company website: https://kpmg.com/tw/zh/home.html
Table of Contents
Table of Contents
One. Letter to Shareholders... 1
I. 2025 Business results... 1
(I) Results of the 2025 business plan ... 1
(II) 2025 budget implementation ... 1
(III) 2025 separate revenues and expenses, and profitability analysis ... 1
(IV) Performance in research and development ... 1
II. Overview of 2026 Business Plan... 2
(I) Business Guidelines ... 2
(II) Expected Sales Volume and Assessment Basis ... 4
(III) Important production and sales policies ... 5
III. Impacts of the external competitive environment, regulatory environment, and overall business environment ... 6
Two. Corporate Governance Report... 17
I. Information about directors, the General Manager, Assistant General Managers, deputy assistant general managers and the heads of departments and branches ... 17
(I) Director and independent director ... 17
(II) Information about the General Manager, Assistant General Managers, deputy assistant general managers and the heads of departments and branches ... 41
II. Remuneration to directors, supervisors, the General Manager and Assistant General Managers in the most recent year ... 45
(I) Remuneration to the directors and independent directors of the 24th and 25th Board of Directors ... 45
(II) Remuneration to the General Manager and Assistant General Managers ... 50
(III) Remuneration to the top-five highest-paid executives of the Company ... 52
(IV) Names of the managerial officers receiving employee remuneration and the distribution thereof ... 54
(V) Analysis of the total remuneration paid by the Company and all the companies included in the consolidated financial statements to the Company's directors, supervisors, General Manager and Assistant General Managers in the most recent two years as a percentage of net income after tax as stated in the individual or separate financial statements, and
Table of Contents
description of the policies, standards, and portfolios for paying the remuneration, the procedure for determining the remuneration, and its correlation with operating performance and future risk exposure. 55
III. Corporate governance implementation 62
(I) Operation of the Board of Directors 62
(II) Implementation of the evaluation of the Board of Directors in 2025 64
(III) Operation of the Audit Committee 71
(IV) Implementation of corporate governance, differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof 80
(1) Continuing education of directors (independent directors) from 2025 up to April 10, 2026 104
(2) Participation of managerial officers in continuing education and training courses related to corporate governance from 2025 up to April 10, 2026 107
(V) The formation and operation of the Compensation Committee 109
(VI) Implementation status of sustainable development, differences from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons thereof 115
(VII) Implementation of ethical corporate management, differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof 188
- Code of Ethical Conduct for Directors and Managerial officers 195
- Report and Complaint System for Violation of "Ethical Management" 197
- Insider Trading Prevention Regulations 201
(VIII) Other information that useful for understanding more about the implementation status of corporate governance 205
(IX) Implementation of the internal control system 206
(X) Major resolutions at shareholders meetings and Board of Directors meetings in the most recent year up to the publication date of this annual report: 208
(XI) If any directors or supervisors (audit members) express dissent or reservation, which has been recorded or is delivered in writing, over any major resolutions made by the
Board of Directors in the most recent year up to the publication date of this annual report, the contents of such resolutions shall be disclosed 215
IV. Information about CPAs' fees 216
V. Information about the replacement of CPAs 216
VI. The Company's Chairman, General Manager, or managerial officers responsible for handling financial or accounting affairs held a position in the CPA firm or any of its affiliates in the most recent year 218
VII. Transfer of equity interests and changes in pledge of equity conducted by directors, supervisors, managerial officers, and shareholders having a shareholding ratio of more than 10% in the most recent year up to the publication date of this annual report 219
VIII. Information on the Top 10 shareholders in shareholding ratio who are related parties to each other or have a spousal relationship or are relatives within the second degree of kinship 221
IX. For the total number of shares held in any single invested business by the Company, its directors, supervisors, managerial officers, and any businesses controlled directly or indirectly by the Company, the comprehensive shareholding ratio is calculated in a consolidated manner 221
Three. Fundraising Overview 223
I. The Company's capital and shares 223
(I) Source of capital 223
(II) List of major shareholders 228
(III) Dividend policy and implementation 228
(IV) The impact of issuance of bonus shares proposed at the shareholders' meeting on the Company's business performance and EPS 229
(V) Remuneration to employees and directors 230
(VI) Repurchase of the Company's shares. 231
II. Issuance of corporate bonds. 231
III. Issuance of preferred stocks. 231
IV. Issuance of overseas depository receipts. 231
V. Issuance of employee stock option certificates. 231
(I) The issuance of employee stock option certificates that have not fallen due as of the publication date of this annual report and the impact thereof on shareholders' equity shall be disclosed. If any employee stock option certificates are issued through private placement, they shall be marked
distinctly. ... 231
(II) The names, status of acquisition and subscription of managerial officers and top-10 employees who have acquired employee stock option certificates as of the publication date of this annual report. ... 232
VI. Issuance of restricted employee shares: None. ... 232
(I) The issuance of restricted employee shares that have not met all the vesting conditions as of the publication date of this annual report and the impact thereof on shareholders’ equity. ... 232
(II) The names and status of acquisition of managerial officers and top-10 employees who have acquired restricted employee shares as of the publication date of this annual report. ... 232
VII. Issuance of new shares in connection with mergers or acquisitions or with the acquisition of shares of another company. ... 232
(I) Issuance of new shares in connection with mergers or acquisitions or with the acquisition of shares of another company in the most recent year up to the publication date of this annual report. ... 232
(II) The status of issuance of new shares through mergers or acquisitions or with the acquisition of shares of another company that has been resolved by the Board of Directors in the most recent year up to publication date of this annual report, and the basic information on the merged/acquired or transferee companies: If the issuance of new shares related to mergers or acquisitions or with the acquisition of shares of another company is in progress, the status thereof and its impact on shareholders’ equity shall be disclosed ... 232
VIII. Implementation of capital utilization plans ... 232
Four. Operation Overview ... 234
I. Business item ... 234
(I) Business scope: Our business items are as follows according to the Company’s Articles of Incorporation: ... 234
(II) Overview of the industry ... 237
(III) Techniques and research development status ... 245
(IV) Long-term and short-term business development plans ... 247
II. Overview of market and production & marketing ... 249
(I) Market analysis ... 24949
(II) Important purposes and production processes of main products ... 253
(III) Supply status of main materials ... 254
(IV) Names of customers that accounted for more than 10% of the total purchase (sales) in any of the most recent two years, the amount and proportion of the purchase (sales), and the reason for the change ... 255
III. The Number of employees, their average service seniority, average age, and education level distribution ratio in the most recent two years up to the publication date of this annual report ... 255
IV. Information on environmental expenditure ... 256
V. Labor-capital relations ... 256
(I) Various employee welfare measures, continuing education, training, retirement systems of the Company and their implementation status; agreements between employers, and employees, and various measures for protecting the interests of employees ... 256
(II) Any loss incurred due to labor-management disputes in the last year up to the publication date of this annual report and any current and future possible estimates and response measures ... 267
VI. Cyber security management ... 268
(I) The Company’s cybersecurity and risk management structure, cybersecurity policies, specific management programs, and resources invested in cybersecurity management ... 268
(II) Losses resulting from mass cybersecurity incidents, and their possible impacts and countermeasures in the most recent year up to the publication date of this annual report ... 26969
VII. Important contracts ... 270
Five. Review and Analysis of Financial Status and Financial Performance and Risk Issues ... 276
I. Financial status ... 276
II. Financial performance ... 277
III. Cash flow ... 278
IV. Effect of material capital expenditure in the most recent year on the financial and business status ... 279
V. The reinvestment policy in the most recent year, the main reasons for the gain or loss of the investment, the improvement plan and the investment plan for the coming year ... 279
VI. Analysis of risks ... 279
(I) Risk management policy ... 279
1. Risk management structure of the Company ... 279
2. Risk management policy ... 280
- Risk management organization and its functions .. 280
- Implementation status of risk management in 2025 281
(II) Assessment of the following matters in the most recent year up to the publication date of this annual report. 283
- Impact of interest and exchange rate changes and inflation in the most recent year on the profit or loss of the Company, and future countermeasures 283
- Policies regarding high-risk and high-leverage investments, loaning of funds to others, endorsement/guarantee as well as derivatives trading in the most recent year, main reasons for gains or losses, and future countermeasures 283
- The R&D plans and the progress of uncompleted R&D plans in the most recent year, further investments to be made for R&D, expected completion time, and impacts on successful R&D in the future 284
- Impact of the changes in important domestic and foreign policies and regulations in the most recent year on the financial and business status of the Company and countermeasures 285
- Impact of recent technological changes (including ICT security risks) on the company's financial business and countermeasures 285
- Impact of recent Corporate image changes on risk management and countermeasures 286
- Expected benefits and potential risks from merger or acquisition: The Company currently does not have merger or acquisition plans 288
- Expected benefits and potential risks from expansion of factory buildings: The Company currently does not have factory building expansion plans. 288
- Risk of concentrated sales or purchases 288
- Impact on and risk to the Company with regard to any major transfer or change of equities by directors, supervisors, or major shareholders holding more than $10\%$ of the Company's shares 288
- Impact on and risk to the Company with regard to any change in management rights. 288
- Any case of litigious and non-litigious matters, material litigious, non-litigious or administrative
disputes that involve the Company and/or any director, supervisor, the General Manager, de facto responsible person, major shareholder holding a stake of more than 10% of the Company or subordinate company thereof, and that were finalized or remained pending, shall be listed; if a dispute may eventually cause a substantial impact on shareholders' equity or the price of securities, the nature of the dispute, the amount involved, the date on which the litigation first started, the main parties involved and the progress as of the publication of this annual report shall be disclosed 289
- Other significant risks and countermeasures 289
VII. Other material issues 290
Six. Other Supplementary Information 291
I. Information on affiliates 291
II. Private placement of securities in the most recent year up to the publication date of this report annual 291
III. Other necessary supplementary information 291
Seven Any significant events materially affecting shareholders' equity or price of securities as defined in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act in the most recent year up to the publication date of this annual report 291
Report to Shareholders
One. Letter to Shareholders
I. 2025 Business results
(I) Results of the 2025 business plan
The net operating revenue in 2025 was NT$472,652 thousand with an increase of 9% from NT$433,108 thousand in 2024.
(II) 2025 budget implementation
The Company did not disclose the financial forecast for 2025.
(III) 2025 separate revenues and expenses, and profitability analysis
- Financial income and expenditure
In 2025, the net operating revenue was NT$472,652 thousand, the operating cost was NT$290,223 thousand, the operating expense was NT$201,858 thousand, the net operating loss was NT$19,429 thousand, the net loss of non-operating income and expenditure was NT$98,401 thousand, and the net loss before tax was NT$117,830 thousand.
- Profitability analysis
| Item | 2025 | 2024 |
|---|---|---|
| Return on assets | (0.06)% | (0.34)% |
| Ratio of return on shareholders’ equity | (0.93)% | (1.38)% |
| Net profit margin | (24.57)% | (40.42)% |
| Earnings per Share | NT$(0.15) | NT$(0.22) |
(IV) Performance in research and development
The main purpose of our tea leaf-related technology research and development is to cut down costs, improve productivity and enhance quality. Our R&D results are tested and corrected numerously before being put into actual use. We take advantage of our rich experience in traditional tea production and utilize technology equipment and technology from different fields to create better results.
In addition to the continuous implementation of the digital control and
Report to Shareholders
parameter tuning of production machines, algorithm-aided flavor tasting and tea flavor matching were implemented for development of new products in 2025. In the future, digital algorithm tools will be used to shorten the time for training R&D personnel and improve the stability of the products.
II. Overview of 2026 Business Plan
(I) Business Guidelines
- Tea Business Division (including Specialty Retail Sales)
(1) Quality leadership and market positioning
We are dedicated to becoming the preferred supplier of high quality tea leaf raw materials for domestic commercial tea customers.
(2) Diverse applications and business expansion
We proactively developed diverse applications of tea leaves in the biotechnology, food, and other high-value-added business fields, increased product lines, and enhanced the overall added value of tea leave raw materials.
(3) Distribution network and brand management
We continued to strengthen the development of domestic and overseas sales channels and distribution systems, deepened relationships with partners to enhance brand exposure and market visibility, and gradually established the Company's professional and reliable brand image.
- Tourism & Leisure Business Division
With the direction of "innovative transformation and cultural harmony" set for 2026, we continued to build on the foundation of Taiwan's century-old tea industry, integrated local specialty coffee, implemented ESG concepts in store operations and product services to shape a "safe, premium and sustainable" brand image, and strengthened the position of TTC as a sustainable commercial brand.
(1) Sustainable agriculture demonstration site
LuGao Cafe is a sustainable demonstration estate of special
coffee certified by the Ministry of Agriculture. As a base for sustainable practices, it continues to participate in ESG selection and promotion events, strengthen external communication, and improve brand visibility and social recognition.
(2) TTC’s paper circulation program
High-value reuse of tea stems and agricultural residues was achieved by applying them to grocery paper bags, product packaging, and employee business cards. This practice embodied circular design and low-carbon operations, supporting SDG 12 "Responsible Consumption and Production" and SDG 13 "Climate Action". At present, tea stems have been made into "TCC paper." The goal for 2026 is to increase paper production while simultaneously evaluating the feasibility of coffee grounds recycling and reuse.
(3) ESG Sustainable economic products
We focused on sustainable products with third-party verification and government recognition, including Tse-Xin Organic Certification, Rainforest Alliance, 2025 The Taiwan Organic Tea Assortment & Grading System (TAGs), and specialty coffee estate certified as sustainable by the Ministry of Agriculture. The Company promoted sustainable consumption through sustainable labeling and highlighting the value of origin, and collaborated with the Tea Research Institute to conduct a carbon footprint assessment of Taiwan Tea No. 8 to enhance product environmental information transparency.
(4) Innovative transformation
Through the “Century Tea Fragrance and Smart Retail,” we integrated in-store sales, course experiences, a membership system, and an e-commerce platform to build an online and offline OMO operation model. We also introduced a one-click login shopping cart on LINE to improve shopping convenience and operational efficiency.
(5) Humanity, history and experiential education
TTC’s stores serve as a cultural hub, offering guided tours, DIY workshops, and connections with surrounding businesses to promote local value and foster the sustainable development of local businesses and culture.
- Asset Development
(1) Maximize land value
A. Continue to inventory land resources, actively seek external partners, fully utilize idle assets, and increase land value.
B. Continue to promote the development projects that meet the future industrial trends and policies.
C. Adopt the business policy of leasing in lieu of selling and increase rental income.
(2) Full utilization of land resources and enhancement of future carbon credit employment
The Company has implemented the land resource carbon inventory appropriately and planned to fully utilize land resources through the forest business, bamboo business, and new afforestation and planting approaches to strengthen carbon credit deployment.
(II) Expected Sales Volume and Assessment Basis
- Tea Business Division (including Specialty Retail Sales)
The main sales forecasts are as follows:
The Laopi Tea Farm has effectively improved production efficiency and supply stability by adopting large-scale mechanized harvesting and establishing an automated tea-making factory. Simultaneously, it strictly implements a pesticide residue testing system and fully adopts third-party management and certification, including the TGAP traceable agricultural products certification, FSSC22000, HACCP certification, Rainforest Alliance certification, and halal certification, to distinguish itself from other tea factories.
With a foundation of stable quality and increased capacity, the tea farm effectively meets the demand of commercial customers for high-quality, safe, and traceable raw materials, further strengthening
its market competitiveness. Based on a comprehensive evaluation of current production capacity, channel increase, and customer collaboration status, the sales volume in 2026 is expected to increase compared to 2025.
- Tourism & Leisure Business Division
The market gradually recovered in 2026 thanks to the government's tourism policies, with sales expected to grow steadily. The online/offline OMO model promotes the development of the brand. Marketing strategies are formulated in accordance with the business philosophy and operational objectives, and the quality of goods and services is improved as well. The main drivers include increasing average transaction value through experience-based services, sales of ESG-based sustainable economic products, and optimization of sales structure with smart retail data to ensure business targets are achieved while enhancing the brand awareness.
(III) Important production and sales policies
(1) Raw material safety and traceability
Selling tea leaves with comprehensive traceability management, certified by third-party standards such as TGAP traceable agricultural products certification, FSSC22000, HACCP certification, Rainforest Alliance certification, and halal certification to ensure safe and worry-free products and satisfaction of national and international regulations.
(2) Customer-oriented integrated services
We provide customers with services such as new product development, customized packaging, and quality management, aiming to cultivate long-term stable collaboration relationships.
(3) Brand collaboration and market expansion
We actively collaborate with leading or well-known brands to launch co-branded or sponsored tea beverage products, in order to gain market visibility and enhance brand recognition.
(4) Cross-industry alliances and value extension
The Company continues to develop cross-industry partnership opportunities, increases product sales channels through cross-industry integration, establishes diverse collaboration models, and strengthens brand value and market influence.
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Tourism & Leisure Business Division
(1) Establish an integrated model for sustainable agriculture and tourism experiences.
(2) Implement the circular low-carbon product and packaging policy
(3) Strengthen product development
(4) Combine digital and physical marketing
(5) Deepen member engagement and stakeholder collaboration -
Asset Development
(1) Continuously seek the investment of domestic and overseas investors in the land of the development project for which the purpose of the land has been changed or assist in the disposal of real estate in leasing or sale for real earnings from the development of land.
(2) In line with the development of the leisure industry, actively prioritize the revitalization of land assets.
(3) With leasing as the core, increase the rental income of land.
(4) Participate in and follow government policies, conducting a thorough inventory of land resources, with the aim of maximizing the benefits of land utilization.
III. Impacts of the external competitive environment, regulatory environment, and overall business environment
(I) The Company's future development strategy
The Company's future operating strategy will focus on the sustainable development of our tea business, continuous investment in building tea leaf safety systems and optimizing manufacturing process management, and development of the leisure industry with tea ecology and tea culture as the cores by taking advantage of our abundant land assets and tea-
related knowledge and technology. With regard to our business, we will actively distribute products with high-added values through marketing channels in order to increase industrial opportunities and benefits.
In terms of asset management, we will continue to execute land revitalization and development utilization, enhance land value, and appropriately dispose of idle land while collecting rent to increase income. We will carefully assess the Company's land resources and use them to determine the overall land utilization levels. For land with high development potential, we will gradually invest in development operations within the framework of national land planning based on market trends. For land with low development potential, we will create operational plans to promote leisure business locations. Land suitable for agricultural production will be incorporated into our agricultural production base. We hope to create long-term asset values for the Company by effectively using each level of land.
Our management team will work together to deliver great execution, maintain a flexible response mechanism and demonstrate competitive advantages according to the formulated industrial strategy.
(II) Impacts of the external competitive environment, regulatory environment and overall business environment
- Asset business:
In 2024, due to the impact of the National Land Planning Act, which is scheduled to be officially implemented in 2025, the Functional Zone Map will serve as the control basis for former non-urban land. However, communication between the county and city governments and local stakeholders has not been sufficiently completed, leading to public concerns. As a result, land investment and development have become restricted, investors are hesitant regarding land use and development, and land management has become a major challenge. To address these issues, the preparation period for the National Functional Zone Map has been extended by an additional 6 years to
allow for the completion of supporting measures and to facilitate its implementation.
The National Land Planning Act – The application of the Functional Zone Map, which serves as the basis for future land use control, is postponed to 2031 from the original commencement year of 2025. The Company also conducted a comprehensive review of its land use direction, continued relevant planning, and actively engaged with and kept pace with government policies. In addition to creating a sound ESG ecosystem, it also aims to move towards the goal of sustainable circular management by enhancing the diversity and efficiency of land management.
- Land development business:
(1) External competitive environment
Currently, other than areas designated by the strategic industries or relevant economic development plans managed and recommended by the government, the development modes of domestic land can be classified, by distribution, as the urban-living area for residence and consumption; the industrial district for manufacturing, assembling, storage and shipping; the leisure community for recreation in mountains, forests, rivers and the ocean. These development modes correspond to buildings, industrial plants or recreational spots, respectively, in a large-scale land development scheme. In general, the development of urban land is targeted. As for non-urban land or hillsides away from cities and outskirts, due to the conditions, traffic accessibility, schedules, economic benefits and environment protection regarding land development, the overall cost is much less competitive than the cost of developing urban land, whether subjectively or objectively. As long as a detailed assessment for the plan of non-urban land or hillside development is completed with the help of precise market positioning, this kind of development projects may obtain relative competitive
conditions.
(2) Regulatory environment
(2-1) Impacts of amendment to the Regulations on Non-urban Land Use Control on development deadlines
The Company's large-scale development projects for which a development permit has been acquired in the current phase include: 1) the Sanyi Technology and Logistics Industry Park; 2) the Industrial and Commercial Complex to the North of the Tongluo Science Park; 3) the Residential Complex to the North of the Tongluo Science Park; 4) Zhongming Recreation Area in Yuchi.
Item 1) Sanyi Technology Logistics Park, the commencement date is determined by the announcement date specified in the development permit issued on June 29, 2023.
Item 2) Tongluo Science Park North Commercial and Industrial Comprehensive Zone, 3) Tongluo Science Park North Residential Community, and 4) Yuchi Zhongming Amusement Area, are subject to this deadline. According to the definition specified in Article 23 of the "Regulations on Non-urban Land Use Control" amended and announced by the Construction and Planning Agency, Ministry of the Interior on November 28, 2016, the implementation period of non-urban land development projects that have been approved for development shall be 10 years. In other words, the effective period of the development permit acquired starts from November 30, 2016, the date on which the amendment to the Regulations became effective, and ends on November 30, 2026. If building constructions or business registration have not been completed after the expiration date, the original permit of the project will become invalid, and the land
converted into construction land will revert to agricultural or forestry use.
In addition, for 2) the Industrial and Commercial Complex to the North of the Tongluo Science Park and 3) the Residential Complex to the North of the Tongluo Science Park, the approval of the extension to November 30, 2031 was received from Miaoli County Government on July 25, 2025.
In adherence to the newly revised "Regulations on Non-urban Land Use Control" and development permit deadlines issued by the National Land Management Agency, Ministry of the Interior, the Company has been diligently completing preliminary work on the Sanyi Technology Logistics Park, Tongluo Science Park North Commercial and Industrial Comprehensive Zone, and Residential Community projects. The efforts encompass a range of preparatory activities, including soil and water conservation projects, public utility engineering, and the coordinated laying of the five major public utilities. Additionally, the Company has finalized the land conversion to building land and completed the corresponding registration procedures. We will continue to cooperate and negotiate with investors for the business operation and plan to launch these projects for sale or seek for solicitation for mutual operation within the time frame in order to create actual business profits and expand the business of the Company.
(2-2) Impacts of the Spatial Planning Act on the control of land use
The Construction and Planning Agency, Ministry of the Interior announced the "Spatial Planning Act" on January 6, 2016 which is the supreme law with respect to national
spatial planning. The Act specifies the main directions and goals regarding the sustainable development of the land, including responding to climate change issues, ensuring land conservation, conserving the natural environment and cultural assets, facilitating reasonable allocation of recourses and industries, reinforcing the land integration management mechanism, restoring environmentally sensitive areas and damaged land.
On December 31, 2024, the Legislative Yuan passed the amendments to the "Land Planning Act" in the third reading, extending the preparation period of the Functional Zone Map by 6 years from April 30, 2025 to April 30, 2031.
City/county governments have enforced their "City/County Spatial Planning" and defined four types of functional zones including environmental conservation zones, marine resource zones, agricultural development zones and urban-rural development zones which are further classified into eighteen categories. The government implements land management through land zoning and classification. The defined zones and categories will not be easily changed.
The Company's land is mainly mountainous and sloping terrain that is not urban. According to the principles of national land planning, the biologically rich mountain conservation belt, which serves as a wildlife corridor, will be designated as a land conservation area. To preserve and rehabilitate areas that have been damaged, strict land control measures will be implemented, including environmental conservation and restrictions on development activities and facility installations. Furthermore, the Company is responsible for maintaining
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the local environment. Agricultural production land will be designated as a farming development area, with a focus on enhancing land maintenance and management. Efforts will be made to improve the agricultural production environment and infrastructure while implementing agricultural land use strategies. For the agricultural portion of the land, the Company aims for diversified agricultural development, all while maximizing land utility within the context of maintaining the agricultural production environment.
Within the frame of the Spatial Planning, a permission system for the use of land resources will replace the applicable development permission system. The new permission system allows for using land for approved purposes with respect to functional zones without changing the land zoning, which will reduce land use fragmentation and damaged environments. In the future, large-scale development projects that have been submitted for inclusion into the scope of national spatial development and have obtained permission within a certain timeframe are allowed for development within the planned period while land that is not included in any development zone will be subject to the land use guidance of its original functional zone.
(3) Overall business environment
As ecological-environmental consciousness is growing, and relevant laws and regulations become increasingly strict, our land development direction will be oriented towards large-scale development projects which will be promoted and carried out according to the frame of the Spatial Planning. As for the implementation of the projects, we invest professional teams, technology, personnel and material resources in order to catch
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up with market trends after the projects are well-prepared. For land with low potential for development, we continue to perform the policy of leisure industry development and agricultural facility expansion. In addition, the existing agricultural production plan remains for suitable land. The aforesaid projects and land assets are separately operated by the Company's different business departments to achieve the set goals for the development of our tea business.
- Marketing Business:
(1) Market adaption and data-driven marketing
In response to the digitization trend of consumer behavior, the Company has introduced data analysis and membership management mechanisms to precisely understand consumer preferences and optimize product portfolios and marketing strategies. We enhance social media, e-commerce platforms, and content marketing operations to improve brand interaction and the conversion benefit.
(2) Legal compliance and brand trust
We continue to strengthen the quality control and traceability management mechanisms to ensure product compliance in the face of stricter food safety regulations. We enhance brand trust and consumer confidence through transparent information disclosure and third-party testing.
(3) Product innovation and experience transformation
The Company continues to develop high value-added products, such as functional products, by leveraging our tea gardens and coffee estates, while considering convenience and environmental friendliness. In addition, the Company has introduced sustainable packaging design and the application of circulating materials to reduce the environmental burden and increase the added value of products. We combine cultural narratives and experience design to enhance product
differentiation and market competitiveness.
(4) Cross-border collaboration and promotion of the sustainable brand
We proactively collaborate with government agencies, the tourism industry, business channels, and cultural organizations to promote co-branded products and marketing events through curating. We also combine ESG issues (such as biodiversity, food and agricultural education, and the circular economy) to deepen brand essence and enhance market recognition and influence.
(5) Sustainable communication and brand value deepening
Through brand and content marketing events and experience activities, the Company communicates the practical achievements in environmental protection, local engagement, and cultural preservation, strengthens consumer identification with sustainable brands, and builds long-term trust and brand loyalty.
- Food safety issues:
As consumers are paying more attention to food safety issues, the Company has not only adopted an actual food production policy of self-production, self-making and self-selling, but has also introduced third-party supervision mechanisms to ensure quality, including adopting traceability certification for all tea farms, carrying out organic certification for organic tea farms, and conducting planting management in a quality agriculture manner. We use liquid fertilizer of aerobic fermentation to nourish crops and cultivate the trees to provide organic materials needed for the crops, improve the soil structure to minimize the impact of extreme weather on the crops, thereby creating a harmonious agricultural environment to produce quality products.
The rough and refinery processing factories of Laopi Tea Farm in Pingtung passed the "FSSC 22000," "ISO 22000:2018," and
"HACCP" certifications in 2021. Since the progress of new certification was affected by the COVID-19 pandemic, we obtained the Rainforest Alliance certification in 2022. The Company implements the food safety control system, strictly controls the process from raw materials to products, conducts hazard analysis, and ensures control at critical control points. The production is ensured under preventive monitoring and management. In 2025, the full series of Formosa Black Tea products passed the halal certification to ensure that the entire process from raw materials and production to sales complies with the strict requirements of Islamic law. This includes prohibition of pork, alcohol, and blood, as well as requirements for specific slaughtering rituals, allowing Muslims to consume the products with peace of mind. This comprehensive quality assurance encompasses hygiene, source management, and religious compliance, and is crucial for entering the Muslim market.
All of our products are subjected to the 502 pesticide residue tests carried out by a third party, SGS, to ensure they meet the national food safety standards and regulations.
- In recent years, the competent authority has actively promoted corporate ESG, encouraging enterprises to undertake sustainable development as their own responsibility and value environmental protection, social responsibilities, and corporate governance. Among these, particular attention has been given to issues such as energy conservation, carbon reduction, and improvements in energy efficiency. In support of the government's 2050 net-zero strategy, the Company planned to improve its professional competencies for net-zero in 2024, including carbon management, carbon right trading net-zero carbon planning, carbon footprint inventory, and carbon management, and continued to establish self-inventory capacity. To sum up, the Company has kept track of the development of domestic and foreign policies, changes in financial market volatility and relevant laws and regulations, collected related information as a
reference for management decisions, and adjusted our business strategies.
- 16 -
Two. Corporate Governance Report
I. Information about directors, the General Manager, Assistant General Managers, deputy assistant general managers and the heads of departments and branches
(I) Director and independent director (the 24th and 25th boards)
- Information about the directors and independent directors of the 24th Board of Directors
June 18, 2025
| Title | Nationality or country of | Name | Gender | Date elected (appointed) | Term | Date first elected | Shareholding when elected | Current shareholding | Current shares held by spouse or minor children | Shares held in the names of others | Educational background and experience | Concurrent posts in the Company or other companies | Other executives, directors or supervisors in a spousal relationship or within the second degree of kinship | Remarks (Note 1) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Age | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Title | Name | Relation | |||||||||
| Chairman | Republic of China | Shan Young Asset Management Co., Ltd. | Not applicable. | 2022.05.20 | 3 years | 2019.08.01 | 168,758,000 | 21.36% | 236,640,000 | 28.31% | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | |
| Representative: Ching-Yuan Wu | Male | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master, Department of Architecture & Urban Planning, Chung Hua University Director of Sanyang Motor Co., Ltd. Vice Chairman of Sanyang Motor Co., Ltd. Chairman of Sanyang Motor Co., Ltd. | Chairman and General Manager of Sanyang Motor Co., Ltd. Chairman of Nan Yang Industries Co., Ltd. Director of APS Corporation General Manager of Taiwan Tea Corporation | Nil | Nil | Nil | |||||||
| 61-70 | ||||||||||||||||||||
| Director | Republic of China | Chin-Yen Lin | Female | 2022.05.20 | 3 years | 1996.03.27 | 18,000,000 | 2.28% | 13,000,000 | 1.65% | 0 | 0 | 0 | 0 | Department of Accounting, Fu Jen Catholic | Vice Chairman of Taiwan Tea Corporation | Nil | Nil | Nil | |
| 71-80 |
Corporate Governance Report
- 18 -
| Title | Nationality or country of registration | Name | Gender | Date elected (appointed) | Term | Date first elected | Shareholding when elected | Current shareholding | Current shares held by spouse or minor children | Shares held in the names of others | Educational background and experience | Concurrent posts in the Company or other companies | Other executives, directors or supervisors in a spousal relationship or within the second degree of kinship | Remarks (Note 1) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Age | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Title | Name | Relation | |||
| University General Manager and Chairman of Taiwan Tea Corporation Tai-Ling Biotech Inc. Chairman of Tailyn Investment Co., Ltd. | ||||||||||||||
| Director | Republic of China | Shan Young Asset Management Co., Ltd. | Not applicable. | 2022.05.20 | 3 years | 2019.08.01 | 168,758,000 | 21.36% | 236,640,000 | 28.31% | Not applicable. | Not applicable. | Not applicable. | Not applicable. |
| Representative: Chun-Houeie Hsieh | Male | 0 | 0 | 0 | 0 | 136,000 | 0.02% | 0 | 0 | Department of Mechanical Engineering, National Cheng Kung University Sales Engineer, Plant Manager, General Manager, Chairman of CTE TECH CORP. | Chairman of CTE TECH CORP. | Nil | Nil | Nil |
| Director | Republic of China | Shan Young Asset Management Co., Ltd. | Not applicable. | 2022.05.20 | 3 years | 2019.08.01 | 168,758,000 | 21.36% | 236,640,000 | 28.31% | Not applicable. | Not applicable. | Not applicable. | Not applicable. |
| Representative: Yu-Chang Huang | Male | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from a vocational high school Managing Director of Sanyang Motor Co., Ltd. Director of Sanyang | Director of Sanyang Motor Co., Ltd. Chairman of Quanmei Construction Co., Ltd. | Nil | Nil | Nil |
Corporate Governance Report
- 19 -
| Title | Nationality or country of registration | Name | Gender | Date elected (appointed) | Term | Date first elected | Shareholding when elected | Current shareholding | Current shares held by spouse or minor children | Shares held in the names of others | Educational background and experience | Concurrent posts in the Company or other companies | Other executives, directors or supervisors in a spousal relationship or within the second degree of kinship | Remarks (Note 1) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Age | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Title | Name | Relation | |||||||||
| Director | Republic of China | WE-FU Investment Co., Ltd. | Not applicable. | 2022.05.20 | 3 years | 2019.08.01 | 10,000,000 | 1.27% | 9,992,000 | 1.26% | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Managing Director of United Real-Estate Management Co., Ltd. Director of United Asset Management Co., Ltd. Director of Lung-Jih Construction Co., Ltd. | Managing Director of United Real-Estate Management Co., Ltd. Director of United Asset Management Co., Ltd. Director of Lung-Jih Construction Co., Ltd. | Not applicable. | Not applicable. | Not applicable. | |
| Representative: Chih-Kuang Yen | Male | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master, Columbia University, USA A jury member for the Taiwan Management Institute Master's Thesis Selection President of Entrepreneurs' Organization Taipei (2017-2018) Director and General Manager of Pu-Lai-Ssu Securities Investment Co., Ltd. Fund Manager of Invesco Securities Investment Trust Co., Ltd. | Chairman of WE-FU Investment Co., Ltd. Kainan University Chairman Vice Chairman of Taipei Kai-Nan Vocational High School Director and General Manager of United Real-Estate Management Co., Ltd. Director of United Asset Management Co., Ltd. Director of United Construction Co., Ltd. Director of Unicon | Nil | Nil | Nil |
Corporate Governance Report
- 20 -
| Title | Nationality or country of registration | Name | Gender | Date elected (appointed) | Term | Date first elected | Shareholding when elected | Current shareholding | Current shares held by spouse or minor children | Shares held in the names of others | Educational background and experience | Concurrent posts in the Company or other companies | Other executives, directors or supervisors in a spousal relationship or within the second degree of kinship | Remarks (Note 1) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Age | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Total | Name | Relation | |||||||||
| Director | Republic of China | YSC Marketing Co., Ltd. | Not applicable. | 2022.05.20 | 3 years | 2019.08.01 | 20,000,000 | 2.53% | 20,000,000 | 2.53% | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | |
| Representative: Wei-Lin Shao | Male | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Department of Chemical Engineering, National Cheng Kung University Chairman of Vitalon Foods Co., Ltd. and Chairman of Vitalon Foundation Chairman of Douball Tea International Co., Ltd. | Chairman of Vitalon Foods Co., Ltd. Chairman of YSC Marketing Co., Ltd. Chairman of VITALON Foundation Director of YEC Biotechnology Co., Ltd. | Nil | Nil | Nil | ||||||
| Director | Republic of China | Chou Chin Industrial Co., Ltd. | Not applicable. | 2022.05.20 | 3 years | 2019.08.01 | 21,215,000 | 2.69% | 21,215,000 | 2.69% | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | |
| Representative: Shih-Kai Lei | Male | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Department of Landscape Architecture, Tunghai University Special Assistant to the Chairman of Parkview Group | Nil | Nil | Nil | Nil | ||||||
| Independent director | Republic of China | Sheng-Tsheng Lee | Male | 2022.05.20 | 3 years | 2016.09.29 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master, Institute of China Studies, National Sun Yat-sen University Bachelor of Laws, College of Law and Business, | Convener of the Audit Committee of Taiwan Tea Corporation Convener of the Compensation Committee of Taiwan Tea | Nil | Nil | Nil | |
| 61-70 |
Corporate Governance Report
- 21 -
| Title | Nationality or country of registration | Name | Gender | Date elected (appointed) | Term | Date first elected | Shareholding when elected | Current shareholding | Current shares held by spouse or minor children | Shares held in the names of others | Educational background and experience | Concurrent posts in the Company or other companies | Other executives, directors or supervisors in a spousal relationship or within the second degree of kinship | Remarks (Note 1) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Age | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | National Chung Hsing University Judge and Division-Chief Judge of Taiwan Taitung District Court Judge of Taiwan Kaohsiung District Court | Corporation Partner of Yuan,Chen & Partners Attorneys-at-Law Independent Director of D-Link Corporation Director of Bank of Kaohsiung Co., Ltd. | Title | Name | Relation | |
| Independent director | Republic of China | Chung-He Sung | Male | 2022.05.20 | 3 years | 2019.08.01 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 51-60 | 51-60 | |||||||||||||
| Independent director | Republic of China | Li-Chi Yeh | Male | 2022.05.20 | 3 years | 2019.08.01 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 41-50 |
Corporate Governance Report
- 22 -
2. Information about the directors and independent directors of the 25th Board of Directors
April 13, 2026
| Title | Nationality or country or association | Name | Gender | Date elected (appointed) | Term | Date first elected | Shareholding when elected | Current shareholding | Current shares held by spouse or minor children | Shares held in the names of others | Educational background and experience | Concurrent posts in the Company or other companies | Other executives, directors or supervisors in a spousal relationship or within the second degree of kinship | Remarks (Note 1) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Age | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Title | Name | Relation | |||||||||
| Chairman | Republic of China | Shan Young Asset Management Co., Ltd. | Not applicable. | 2025.06.18 | 3 years | 2019.08.01 | 236,640,000 | 28.31% | 236,640,000 | 28.31% | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | |
| Representative: Ching-Yuan Wu | Male | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master, Department of Architecture & Urban Planning, Chung Hua University Director of Sanyang Motor Co., Ltd. Vice Chairman of Sanyang Motor Co., Ltd. Chairman of Sanyang Motor Co., Ltd. | Chairman and General Manager of Sanyang Motor Co., Ltd. Chairman of Nan Yang Industries Co., Ltd. Director of APh Corporation General Manager of Taiwan Tea Corporation | Vice Chairman | Hui-Ting Wu | Father and daughter | ||||||
| 61-70 | Executive Assistant General Manager | Hui-Hsin Wu | ||||||||||||||||||
| Director | Republic of China | Shan Young Asset Management Co., Ltd. | Female | 2025.06.18 | 3 years | 2025.06.18 | 236,640,000 | 28.31% | 236,640,000 | 28.31% | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | |
| Representative: Hui-Ting Wu | 41-50 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master, University College Birmingham Senior Audit of KPMG Manager of Accounting Department, Sanyang Motor Co., Ltd. Supervisor of Nan Yang Industries Co., Ltd. | Manager of Accounting Department, Sanyang Motor Co., Ltd. Supervisor of Nan Yang Industries Co., Ltd. Vice Chairman of Taiwan Tea Corporation | Chairman | Ching-Yuan Wu | Father and daughter | ||||||
| Executive Assistant General Manager | Hui-Hsin Wu | Sister | ||||||||||||||||||
| Director | Republic of China | Shan Young Asset Management Co., Ltd. | Not applicable. | 2025.06.18 | 3 years | 2019.08.01 | 236,640,000 | 28.31% | 236,640,000 | 28.31% | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | |
| Representative: Chun-Houei | Male | 0 | 0 | 0 | 0 | 136,000 | 0.02% | 0 | 0 | Department of Mechanical | Chairman of CTE TECH CORP. | Nil | Nil | Nil | ||||||
| 71-80 |
Corporate Governance Report
- 24 -
| Title | Nationality or country of organization | Name | Gender | Date elected (appointed) | Term | Date first elected | Shareholding when elected | Current shareholding | Current shares held by spouse or minor children | Shares held in the names of others | Educational background and experience | Concurrent posts in the Company or other companies | Other executives, directors or supervisors in a spousal relationship or within the second degree of kinship | Remarks (Note 1) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Title | Name | Relation | ||||||||||
| Director | Republic of China | Shan Young | ||||||||||||||||||
| Asset Management Co., Ltd. | Not applicable. | 2025.06.18 | 3 years | 2019.08.01 | 236,640,000 | 28.31% | 236,640,000 | 28.31% | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | |||
| Representative: Yu-Chang Huang | Male | |||||||||||||||||||
| 51-60 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from a vocational high school Managing Director of Sanyang Motor Co., Ltd. | |||||||||||
| Director of Sanyang Motor Co., Ltd. | Director of Sanyang Motor Co., Ltd. | |||||||||||||||||||
| Chairman of Quanmei Construction Co., Ltd. | Nil | Nil | Nil | |||||||||||||||||
| Director | Republic of China | YSC Marketing Co., Ltd. | Not applicable. | 2025.06.18 | 3 years | 2019.08.01 | 20,000,000 | 2.53% | 20,000,000 | 2.53% | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | |
| Representative: Wei-Lin Shao | Male | |||||||||||||||||||
| 51-60 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Department of Chemical Engineering, National Cheng Kung University | |||||||||||
| Chairman of Vitalon Foods Co., Ltd. and Chairman of Vitalon Foundation | ||||||||||||||||||||
| Chairman of Douball Tea International Co., Ltd. | Chairman of Vitalon Foods Co., Ltd. | |||||||||||||||||||
| Chairman of YSC Marketing Co., Ltd. | ||||||||||||||||||||
| Chairman of VITALON Foundation Director of YEC Biotechnology Co., Ltd. | Nil | Nil | Nil | |||||||||||||||||
| Independent director | Republic of China | Sheng-Tsheng Lee | Male | |||||||||||||||||
| 61-70 | 2025.06.18 | 3 years | 2016.09.29 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master, Institute of China Studies, National Sun Yat-sen | Convener of the Audit Committee of Taiwan Tea Corporation | |||||||
| Convener of the | Nil | Nil | Nil |
- 25 -
Corporate Governance Report
| Title | Nationality or country of organization | Name | Gender | Date elected (appointed) | Term | Date first elected | Shareholding when elected | Current shareholding | Current shares held by spouse or minor children | Shares held in the names of others | Educational background and experience | Concurrent posts in the Company or other companies | Other executives, directors or supervisors in a spousal relationship or within the second degree of kinship | Remarks (Note 1) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Age | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Title | Name | Relation | |||||||||
| Independence director | Republic of China | Chung-He Sung | Male | 2025.06.18 | 3 years | 2019.08.01 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master, Institute of Law, Central Police University Doctor, Institute of Crime Prevention and Corrections, Central Police University Prosecutor of Taiwan Hsinchu District Prosecutors Office Head of Chung - Ho International Law Office | Member of the Audit Committee of Taiwan Tea Corporation Member of the Compensation Committee of Taiwan Tea Corporation Head of Chung - Ho International Law Office | Nil | Nil | Nil | |
| 51-60 | ||||||||||||||||||||
| Independence director | Republic of China | Li-Chi Yeh | Male | 2025.06.18 | 3 years | 2019.08.01 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master, College of Law, University of Southern California Lawyer of Yeh Li Chi Law Office | Member of the Audit Committee of Taiwan Tea Corporation Member of the Compensation Committee of Taiwan Tea Corporation Assistant Partner of Formosan Brothers Attorneys-at-Law | Nil | Nil | Nil | |
| 41-50 | ||||||||||||||||||||
| Independence director | Republic | Shen-Lung | Male | 2025.06.18 | 3 years | 2022.05.20 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Ph.D. in | Member of the | Nil | Nil | Nil |
Corporate Governance Report
- 26 -
| Title
nt director | Nationality or country of
organization
of China | Name
Wang | Gender | Date elected
(appointed) | Term | Date first
elected | Shareholding when elected | Current shareholding | Current shares held by
spouse or minor children | Shares held in the names
of others | Educational
background and
experience | Concurrent posts
in the Company or
other companies | Other executives, directors or
supervisors in a spousal relationship
or within the second degree of
kinship | Remarks (Note 1) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Age | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | Title | Name | Relation |
| 51-60 | | | | | | | | | Criminal Law,
China
University of
Political
Science and
Law
Prosecutor,
Taiwan Tainan
and Kaohsiung
District
Prosecutors
Office
Managing
Attorney of
CLASSIC AND
SUPERIOR
ATTORNEYS AT
LAW.
Independent
Director of Kuo
Toong
International
Co., Ltd.
Director of
Bioptik
Technology, Inc | | | |
Note 1: If the Chairman, General Manager or personnel of equivalent positions (senior managerial officers) are the same person, spouses, or are relatives within the first degree of kinship, the reason, rationality, necessity and countermeasures (including increasing independent director seats and having a majority of directors not concurrently serving as employees or managerial officers) thereof shall be explained. The operating efficiency will be improved with the Chairman acting currently as the President. Response measures: Effective from the May 20, 2022 shareholder meeting, the number of independent directors on the board has been increased from 3 to 4. Additionally, at least two-thirds of the board members are not employees or managerial officer of the Company. In the 2025 shareholders' meeting, the number of directors to be re-elected was reduced from 11 to 9, while the number of independent directors remained at 4. There were still no more than 2/3 of the directors who were employees or managerial officers.
- Major shareholders of the corporate shareholder
(3-1) Major shareholders of the corporate shareholder
April 28, 2026
| Names of the corporate shareholders | Major shareholders of the corporate shareholder | |
|---|---|---|
| Shareholders | Shareholding ratio | |
| Shang-Yang Asset Management Co., Ltd. | Sanyang Motor Co., Ltd. | 100.00% |
| YSC Marketing Co., Ltd. | Vitalon Foods Co., Ltd. | 98.00% |
| Ho Ping Co., Ltd. | 1.00% | |
| Wei-Lin Shao | 1.00% |
Note 1: If the directors or supervisors are the representatives of corporate shareholders, their names should be provided.
Note 2: The names of the major shareholders (Top 10 shareholders in terms of shareholding ratio) of the corporate shareholder and their shareholding ratio shall be provided. Table 2 below shall be filled out if the major shareholder is a corporate entity.
Note 3: Where the entity shareholder is not a corporation, the names and shareholding ratio to be disclosed above shall be the name of the investor or donor and their investment or donation ratio (which may be found by referring to the Judicial Yuan). Where the donor has passed away, the note, "deceased," shall be added.
(3-2) Major shareholders if they are corporate entities
April 28, 2026
| Names of the corporate shareholders (Note 1) | Major shareholders of the corporate shareholder (Note 2) | |
|---|---|---|
| Shareholders | Shareholding ratio | |
| Sanyang Motor Co., Ltd. | Taiyo Investment Limited | 7.09% |
| Bestford Investment Co., Ltd. | 6.76% | |
| Chuan-Yuan Investment Co., Ltd. | 6.12% | |
| Regent Way Investment Limited | 4.71% | |
| Qian-Jing Investment Co., Ltd. | 3.77% | |
| Ding Jue Investment Co., Ltd. | 2.61% | |
| Ching-Yuan Wu | 2.60% | |
| Baiyang Investment Limited | 2.37% | |
| Hong-Bo Investment Limited | 2.32% | |
| Dong Zuo Investment Co., Ltd. | 2.27% | |
| Vitalon Foods Co., Ltd. | Rui-Lin Asset Management Limited | 16.21% |
| Chen-Li Hsu | 9.88% | |
| Hsun-Ying Hsu | 9.25% | |
| Chu-Pin Hsu | 7.04% | |
| Te-Feng Kao | 6.53% | |
| Han-Chieh Wu | 5.57% | |
| Yu-Chieh Wu | 5.57% | |
| Hsien-Kuang Wu | 5.27% | |
| Pang-Chieh Chen | 5.10% | |
| I-Lin Chen | 3.32% | |
| Ho Ping Co., Ltd. | Hsin-Hui Shao | 99.99% |
| Shih-Han Lin | 0.01% |
Note 1: If the major shareholders in Table 1 are corporations, their names shall be provided.
Note 2: The names of the major shareholders (Top 10 shareholders in terms of shareholding ratio) of the corporation and their shareholding ratio shall be provided.
Note 3: The data are provided by corporate shareholders or come from the 2025 annual reports of listed companies and the company registration data provided by the Administration of Commerce, MOEA.
- Disclosure of the information on the professional qualifications of directors and supervisors and the independence of independent directors:
| Conditions
Name | | Profession qualifications and experiences
(Note 1) | Independence
(Note 2) | Number of other public companies where the director concurrently serves as an independent director |
| --- | --- | --- | --- | --- |
| Chairman | Shang-Yang Asset Management Co., Ltd.
Representative: Ching-Yuan Wu | Practical experience in business management, land development, construction, and asset management.
The current chairman of the Company and Sanyang Motor Co., Ltd.
The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | - | 0 |
| Director | Shang-Yang Asset Management Co., Ltd.
Representative: Hui-Ting Wu | Practical operation and management experience in business management, financial and accounting affairs, land development, and assets.
The current Vice Chairman of the Company, the Manager of Accounting Department, Sanyang Motor Co., Ltd., and a supervisor of Nan Yang Industries Co., Ltd.
The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | - | 0 |
| Director | Shang-Yang Asset Management Co., Ltd.
Representative: Chun-Houei Hsieh | Practical operation and management experience in business administration, marketing, and financial and accounting affairs.
The current chairman of CTE TECH CORP.
The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | - | 0 |
| Director | Shang-Yang Asset Management Co., Ltd.
Representative: Yu-Chang Huang | Practical experience in business management, land development, construction, and asset management.
The current director of Sanyang Motor Co., Ltd.
The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | - | 0 |
| Director | YSC Marketing Co., Ltd. - | Practical operation and management experience in business | - | 0 |
| Name | Conditions | Profession qualifications and experiences (Note 1) | Independence (Note 2) | Number of other public companies where the director concurrently serves as an independent director |
|---|---|---|---|---|
| Representative Wei-Lin Shao | administration, financial and accounting affairs, marketing, tea business, and biotechnology. The current chairman of Vitalon Foods Co., Ltd. and YSC Marketing Co., Ltd. The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | |||
| Independent director | Sheng-Tsheng Lee | Professional qualifications for a judge and lawyer and practical experience in the direct supervision of the financial officer, accounting officer, responsible accountant, and internal chief auditor of a listed company. Experience: Judge and Division-Chief Judge of Taiwan Taitung District Court, chairman of Ju Long Bao Co., Ltd., and supervisor of Taiwan Styrene Monomer Corporation. Currently serving as a partner of Yuan,Chen & Partners Attorneys-at-Law, a director of Bank of Kaohsiung, an independent Director of D-Link Corporation, and the conveners of the Company's Audit Committee and Compensation Committee. The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | Compliance with independence requirement, including but not limited to whether the independent director, the spouse or any relative within the second degree of kinship does not act as a director, supervisor or employee of the Company or any of its affiliated companies; not acting as a director, supervisor or employee of the Company or any company having a specific relation with the Company, or not providing the Company or any of its affiliated company with any commerce, law, finance, accounting services and receiving compensation in the most recent two years. | 1 |
| Independent director | Chung-Ho Sung | Professional qualifications for a public procurator and lawyer. | Compliance with independence | 0 |
- 29 -
| Name | Conditions | Profession qualifications and experiences (Note 1) | Independence (Note 2) | Number of other public companies where the director concurrently serves as an independent director |
|---|---|---|---|---|
| The former prosecutor of Fuchien Kinmen and Taiwan Hsinchu District Prosecutors Offices. Currently serving as the head of Chung - Ho International Law Office and a member of the Company's Audit Committee and Compensation Committee. The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | requirement, including but not limited to whether the independent director, the spouse or any relative within the second degree of kinship does not act as a director, supervisor or employee of the Company or any of its affiliated companies; not acting as a director, supervisor or employee of the Company or any company having a specific relation with the Company, or not providing the Company or any of its affiliated company with any commerce, law, finance, accounting services and receiving compensation in the most recent two years. | |||
| Independent director | Li-Chi Yeh | Professional qualifications for a lawyer. The former legal specialist of New Omni Bank, N.A. for credit loan affairs. Currently serving as an assistant Partner of Formosan Brothers Attorneys-at-Law and a member of the Company's Audit Committee and Compensation Committee. The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | Compliance with independence requirement, including but not limited to whether the independent director, the spouse or any relative within the second degree of kinship does not act as a director, supervisor or employee of the Company or any of | 0 |
- 30 -
| Name | Conditions | Profession qualifications and experiences (Note 1) | Independence (Note 2) | Number of other public companies where the director concurrently serves as an independent director |
|---|---|---|---|---|
| its affiliated companies; not acting as a director, supervisor or employee of the Company or any company having a specific relation with the Company, or not providing the Company or any of its affiliated company with any commerce, law, finance, accounting services and receiving compensation in the most recent two years. | ||||
| Independent director | Shen-Lung Wang | Professional qualifications for a public procurator and lawyer. The former Taiwan Tainan and Kaohsiung District Prosecutors’ Offices / public procurator, Managing Attorney of CLASSIC AND SUPERIOR ATTORNEYS AT LAW, independent director of KUO TOONG INTERNATIONAL CO.LTD., director of BIOPTIK TECHNOLOGY, INC. Currently serving as the managing attorney of Classic and Superior Attorneys at Law, a director of Bioptik Technology Inc., an independent director of Kuo Toong International Co., Ltd., and a member of the Company's Audit Committee and Compensation Committee. The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | Compliance with independence requirement, including but not limited to whether the independent director, the spouse or any relative within the second degree of kinship does not act as a director, supervisor or employee of the Company or any of its affiliated companies; not acting as a director, supervisor or employee of the Company or any company having a specific relation with the Company, or not providing the Company or any of its affiliated | 1 |
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| Conditions | Profession qualifications and experiences (Note 1) | Independence (Note 2) | Number of other public companies where the director concurrently serves as an independent director | |
|---|---|---|---|---|
| Name | ||||
| company with any commerce, law, finance, accounting services and receiving compensation in the most recent two years. | ||||
| Director of the 24th board (with a term from May 20, 2022 to June 18, 2025) | ||||
| --- | --- | --- | --- | --- |
| Director | Chin-Yen Lin | Practical operation and management experience in financial and accounting affairs, land development, assets, leisure business, and tea business. | ||
| Former chairman and general manager of the Company and the chairman of Tai-Ling Biotech., Inc. | ||||
| The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | - | 0 | ||
| Director | Wei-Fu Investment Co., Ltd. | |||
| Representative: Chih-Kuang Yen | Practical operation and management experience in financial management, marketing, and land development. | |||
| The current chairman of WE-FU Investment Co., Ltd. and the general manager of United Real-Estate Management Co., Ltd. | ||||
| The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | - | 0 | ||
| Director | Chou Chin Industrial Co., Ltd. | |||
| Representative: Shih-Kai Lei | Practical experience in operation and management as well as landscape and leisure business. | |||
| The chairman does not meet any of the conditions specified in Article 30 of the Company Act. | - | 0 |
Note 1: Professional qualifications and experience: Describe the professional qualifications and experience of individual directors. For the directors who are members of the Audit Committee and specialize in accounting or financial affairs, describe their accounting or financial background and work experience, and state any failure to meet any requirement of Article 30 of the Company Act.
Note 2: As for the independent directors, detail their compliance with the independence requirements. This includes, but is not limited to, whether they, their spouse or any relative within the second degree of kinship acts as a director, supervisor or employee of the Company or any of its affiliated companies; the number of shares held by the independent director, the percentage of shareholdings of their spouse or any relative within the second degree of kinship, or of shares held in the name of others; whether any independent director acts as director, supervisor or employee of the company, having a specific relation with the Company (refer to Article 3, Paragraph 1, Subparagraph 5-8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); the compensation for providing the Company or any of its affiliated company with any commerce, law, finance, accounting services in the most recent two years.
5. Diversification and independence of the Board of Directors
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(1) Board Diversity:
Describe the diversity policy of the Board of Directors, including its goals and implementation status. The diversified policy includes but is not limited to the director election standard, required professional qualifications and experiences of the director, and composition or percentage in respect of gender, age, nationality and culture. Describe the concrete goals of the Company and the implementation situation with respect to the aforementioned policy.
Structure of the Board of Directors:
The Company’s Board of Directors shall give instructions on the strategies of the Company, supervise the management, be responsible to the shareholders’ meeting and for all the matters and arrangements related to the corporate governance of the Company, ensure that the Board of Directors exercises its power pursuant to the requirements of laws, regulations, Articles of Incorporation, and resolutions adopted at the shareholders’ meeting.
The members of the Board of Directors shall be diversified. The number of the directors serving concurrently as the managerial officers of the Company shall not exceed one-third of the total directors. The Board of Directors shall draw up appropriate diversification guidelines based on its operation, the business operation type, and the development of the Company, including but not limited to the following two major criteria:
I. Basic conditions and values: Gender, age, nationality, culture, etc.
II. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing, law or environment), professional skills and industry experience.
The board of directors shall have the knowledge, technique, and quality needed for the implementation of their duties. To achieve the ideal goals of the corporate governance, the Board of Directors shall overall have the following abilities:
I. The ability to make judgments about operations.
II. Accounting and financial analysis ability.
III. Business management ability.
IV. Crisis management ability.
V. Knowledge of the industry.
VI. International market perspective.
VII. Leadership ability
VIII. Decision-making ability.
(2) The concrete management goals of the diversified policy of the Board of Directors, and the achievement status:
A. Concrete management goals
The Company is dedicated to the development of the tea business and related recreational business. We have nearly 3,715 hectares of land assets. The concrete management goals of the Board’s diversified policy requires that at least 1/3 of the directors must have tea-related experience, at least 1/3 of the directors must have the experience in the development of land assets, and at least 1/3 of them have experience in tourism and leisure business; at least 1/3 of the independent directors shall be specialized or have experience in law, finance and accounting and at least one director shall be female.
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| Concrete management goal | Achievement |
|---|---|
| At least one director is female | Achieved |
| At least 1/3 of the directors have tea-related experience | Achieved |
| At least 1/3 of the directors have the experience in the development of land assets | Achieved |
| No more than 1/3 of the directors serve concurrently as managerial officers | Achieved |
| At least 1/3 of the independent directors are specialized or have experience in law, finance and accounting | Achieved |
To comply with the industry trends and enhance the competency of the Board of Directors, apart from having professional knowledge in business management, finance and accounting, law, environmental protection, and marketing, when it comes to the selection of the Company's Board, the Company also hopes that the candidates have industry experience related to the business of the Company. This includes area such as tea, land assets, and tourism and hospitality. There are currently 9 directors in the Company's Board of Directors and 1 of them are female, occupying 1/9 of the total number of directors. There are 5 non-independent directors and 1 of them is a managerial officer (general manager). There are 4 independent directors. 1 of them has served more than 9 years, 2 of them have served more than 6 years, and 1 of them has served more than 3 years.
Among the selected directors of the current term, there are 5 directors with the experience in land asset development, accounting for $5/9$ of the total number of directors; there are 6 directors with the experience in the tea industry, accounting for $6/9$ of the total number of directors; and there are 5 directors with the experience in tourism and leisure, accounting for $5/9$ of the total number of directors. 1 director is female and the number of the independent
directors achieves the goal. It has reached the expectation of diversified and meeting the operation demand for the selection of directors. The reelection of the directors in 2022 has complied with “Corporate Governance 3.0” in advance by adding an independent director. In 2025, a complete re-election was conducted at the shareholders' meeting. The number of directors was reduced from 11 to 9, including 4 independent directors accounting for approximately 44.44%.
B. If any gender on the Board of Directors does not hold one-third of the seats, please state the reasons and the measures planned to improve gender diversity on the Board:
The Company is committed to promoting gender equality in the composition of its Board of Directors. Currently, the Board consists of 9 members with 8 male. Though there is only 1 female director due to the characteristics of the industry and the difficulty in finding talents in a short period of time, our goal is to increase the proportion of female directors to over one-third (i.e., 33%). To achieve this, we will make every effort to identify and nominate female candidates with professional expertise or industry experience relevant to the Company, thereby gradually increasing female representation on the Board.
The outcome of the diversity policy of the Board of Directors of the Company is shown in the table below:
C. The Diversity Policy of the Board of Directors and its Implementation:
| Title | Name | Gender and nationality | Professional background | Professional knowledge & skills | Industry experience |
|---|---|---|---|---|---|
| Gender | Nationality | Education | Business management ability | Finance & accounting | Law |
| Chairman | Ching-Yuan Wu | Male | Taiwan | Master of Architecture & Urban Planning, Chung Hua University | ☑ |
| Vice Chairman | Hui-Ting Wu | Female | Taiwan | Master, University College Birmingham | ☑ |
| Corporate director Representative | Chun-Houei Hsieh | Male | Taiwan | Department of Mechanical Engineering, National Cheng Kung University | ☑ |
| Corporate director Representative | Yu-Chang Huang | Male | Taiwan | Graduated from a vocational high school | ☑ |
| Corporate director Representative | Wei-Lin Shao | Male | Taiwan | Department of Chemical Engineering, National Cheng Kung University | ☑ |
| Independent director | Sheng-Tsheng Lee | Male | Taiwan | Master, Institute of China Studies, National Sun Yat-sen University Bachelor of Laws, College of Law and Business, National Chung Hsing University | ☑ |
| Independent director | Chung-Ho Sung | Male | Taiwan | Master, Institute of Law, Central Police University Doctor, Institute of Crime Prevention and Corrections, Central Police University | ☑ |
| Independent director | Li-Chi Yeh | Male | Taiwan | Master, College of Law, University of Southern California | ☑ |
| Independent director | Shen-Lung Wang | Male | Taiwan | Ph.D. in Criminal Law, China University of Political Science and Law | ☑ |
| Director of the 24th board (with a term from May 20, 2022 to June 18, 2025) | |||||
| Vice Chairman | Chin-Yen Lin | Female | Taiwan | Department of Accounting, Fu Jen | ☑ |
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| Title | Name | Gender and nationality | Professional background | Professional knowledge & skills | Industry experience |
|---|---|---|---|---|---|
| Gender | Nationality | Education | Management ability | Business | Finance & accounting |
| Catholic University | |||||
| Director representative of juridical person | Chih-Kuang Yen | Male | Taiwan | Master, Columbia University, USA | ✓ |
| Director representative of juridical person | Shih-Kai Lei | Male | Taiwan | Department of Landscape Architecture, Tunghai University | ✓ |
Note: 1. Industry experience includes the tea industry, hospitality and tourism industry, and land development businesses related to the Company.
2. For more information about the election of the directors for the current term, please refer to Pages 17~27 of the Annual Report.
3. For the information on the attendance of the directors at the Board of Directors meeting, please refer to Page 60 of the annual report.
(3) Independence of the Board of Directors:
Describe the number and percentage of the independent directors and the independence of the Board of Directors, a statement on the existence of any matters mentioned in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act, including the existence of a relationship of spouse or a relative within the second degree of kinship between the directors and supervisors.
The Company's 24th Board of Directors had 11 seats. The re-election of the 25th Board of Directors was conducted at the regular shareholders' meeting on June 18, 2025. The number of directors was reduced from 11 to 9 and all the directors hold a term of office of three years. There are 5 general directors and 4 independent directors. The number of independent directors exceeds $1/3$ of the total directors, thus meeting the independence requirements set forth required by "Corporate Governance 3.0" to be promoted by the competent authority in the future. This
- 38 -
demonstrates that the Company has achieved considerable success in the implement ion of the board independence and governance mechanism.
Among the directors for the 25th board, Chairman Ching-Yuan Wu and Director Hui-Ting Wu are the relatives within the second degree of kinship. No other directors have the spousal relation or are relatives within the second degree of kinship. (Please refer to pages 24–27 of the annual report for the information about the directors and independent directors of the 25th Board of Directors.)
- Succession plan for Board members and major management
(1) Succession plan for Board members:
The Company has comprehensive top management associate programs. We have many senior managerial officers having the management and professional capabilities needed to act as directors. We also search for external professional talents to make preparation for the succession of the directors. As for independent directors, they must have the experience in commerce, law, finance, accounting or other work experienced needed for the business of the Company as required by law. We widely look for the people who may act as independent directors of the Company and take them into account in the selection of our independent directors.
(2) Succession plan for major management:
The management at the level of director and above is major management of the Company; the management at the level of manager or assistant manager is the middle management. As for the successors of the management, in addition to outstanding professional and management capabilities, their values must be compliant with the philosophies of the Company. They shall have the personality traits of ethical management, responsibility, initiative and team work, and good communication and
- 39 -
coordination capability, judgement and execution. Middle management is trained to become deputies of top management by dealing with routine matters and taking different training programs. The training provided for the successors of the management includes internal and external training on management competency and adjustment of jobs in order to comprehensively train them for their decision-making capability needed to act as top management. In 2025, the Company promoted one manager and one director of division, and the Board of Directors approved the promotion of one executive assistant general manager, to a total of three management positions. The Company has established a talent inheritance mechanism through performance evaluation, education and training, professional development, and work performance. The Management Center has actively assigned assistant managers of the Human Resources Department and the board meeting secretaries, both with practical experience, to participate in HR and board-related tasks. In the tea business, newly appointed technical research and development manager, who has extensive tea-making experience, were assigned to shadow and assist the technical officer in advancing related technical work, strengthen professional knowledge transfer and ensure consistent tea quality across the Company's facilities in northern, central, and southern Taiwan. Through project assignments and on-the-job training, they are gradually being prepared to assume key management roles in the future.
- 40 -
(II) Information about the General Manager, Assistant General Managers, deputy assistant general managers and the heads of departments and branches
April 13, 2026
| Title (Note 1) | Nationality | Name | Gender | Date elected (appointed) | Shareholding | Shares held by spouse and minor children | Shares held in the names of others | Educational background and experience (Note 2) | Concurrent posts in other companies | Managerial officers in a spousal relationship or within the second degree of kinship | Remarks (Note 7) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Title | Name | Relation | ||||||||
| General Manager | Republic of China | Ching-Yuan Wu | Male | 2022.06.01 (Note 3) | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master, Department of Architecture & Urban Planning, Chung Hua University | |||||
| Director of Sanyang Motor Co., Ltd. | ||||||||||||||||
| Vice Chairman of Sanyang Motor Co., Ltd. | ||||||||||||||||
| Chairman of Sanyang Motor Co., Ltd. | ||||||||||||||||
| Chairman of Nan Yang Industries Co., Ltd. | Chairman and General Manager of Sanyang Motor Co., Ltd. | |||||||||||||||
| Chairman of Nan Yang Industries Co., Ltd. | ||||||||||||||||
| Director of APh Corporation | Executive Assistant General Manager | Hui-Hsin Wu | Father and daughter | |||||||||||||
| Executive Assistant General Manager and the head of Logistics Center | Republic of China | Hui-Hsin Wu | Female | 2025.07.01 (Note 4) | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Nutrition, Chung Shan Medical University | |||||
| Master, Institute of Food Science and Technology, National Taiwan University | ||||||||||||||||
| Special Assistant to the Chairman of SANYANG MOTOR CO., LTD. | ||||||||||||||||
| Special Assistant to the Assistant General Manager of Taiwan Tea Corporation | Special Assistant to the Chairman of SANYANG MOTOR CO., LTD. | General Manager | Ching-Yuan Wu | Father and daughter | ||||||||||||
| Public Affairs Office | ||||||||||||||||
| Assistant General Manager and the Manager and Spokesperson of Pingtung Branch Office | Republic of China | Li-Chuan Kao | Male | 2019.08.12 (Note 5) | 1,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting, Fu Jen Catholic University | |||||
| CEO of Chung-Tai Capital Co., Ltd. | ||||||||||||||||
| Accounting Section Manager, Manager of Investment Management Department, and Director of Sanyang Motor Co., Ltd. | Nil | Nil | Nil | Nil | ||||||||||||
| Board of Directors | ||||||||||||||||
| Section Manager of Audit Office and Deputy Spokesperson | Republic of China | Tzu-Chien Chen | Female | 2023.04.27 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Banking and Insurance, College of Management and Design, Shih Chien University | |||||
| Executive of Audit Office, Taiwan Tea Corporation | Nil | Nil | Nil | Nil | ||||||||||||
| Director of Tourism & Leisure Business | Republic of China | Chien-Chiu | Female | 2024.06.05 | 2,020 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Applied | Nil | Nil | Nil | Nil |
Corporate Governance Report
- 42 -
| Title
(Note 1) | Nationality | Name | Gender | Date elected
(appointed) | Shareholding | | Shares held by spouse and minor children | | Shares held in the names of others | | Educational background and experience (Note 2) | Concurrent posts in other companies | Managerial officers in a spouse/relationship or within the second degree of kinship | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | | | Title | Name | Relation |
| Division and Marketing Planning Business Division | | Tang | | | | | | | | | Psychology, Hsuan Chuang University
Executive Secretary of the President's Office,
Highwealth Construction Corp.
Confidential Secretary of Mayor's Office, Hsinchu City Government | | | | |
| Acting manager of Management Center, Director of Administration Division and Manager of Human Resources Department, Secretary of Board of Directors. | Republic of China | Chia-Hui Wan | Female | 2008.08.19
(Note 5) | 195,000 | 0.02% | 0 | 0.00% | 0 | 0.00% | Department of History, National Taiwan University
Secretary to the General Manager and to the Chairman, and the Section Manager of the Administration Department, Assistant Manager, and Manager of Taiwan Tea Corporation | Nil | Nil | Nil | Nil |
| Director of Technical R&D Division, Logistics Center | Republic of China | Cheng-Jen Chen | Male | 2025.07.01 | 10,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Graduate of the Department of Mechanical Engineering, Datong High School
Held positions at Taiwan Tea Corporation's Tea Department as associate technician, sub-division chief, assistant factory director, factory director, director of the Tea Division, and R&D manager of the R&D department. | Nil | Nil | Nil | Nil |
| Administration Division, Management Center Assistant Manager of Information Department | Republic of China | Wen-Hao Niu | Male | 2012.07.01 | 22,000 | 0.00% | 3,000 | 0.00% | 0 | 0.00% | Department of Traffic Engineering and Management, Feng Chia University
Officer and Section Manager of Information Department, Taiwan Tea Corporation | Nil | Nil | Nil | Nil |
| Financial/accounting officer of Financial Division | Republic of China | Ya-Fan Hsu | Female | 2022.11.09 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting, Yu Da College of Business Section Chief and Assistant Manager of Financial Department of Taiwan Tea Corporation | Nil | Nil | Nil | Nil |
| Manager of Asset Section, Asset Development Department, Logistics center | Republic of China | Tzu-Lun Li | Female | 2013.04.19 | 10,000 | 0.00% | 5,000 | 0.00% | 0 | 0.00% | Ging Chung Business College
Section Assistant, Section | Nil | Nil | Nil | Nil |
| Title
(Note 1) | Nationality | Name | Gender | Date elected
(appointed) | Shareholding | | Shares held by spouse and minor children | | Shares held in the names of others | | Educational background and experience (Note 2) | Concurrent posts in other companies | Managerial officers in a spouse/relationship or within the second degree of kinship | | | Remarks (Note 7) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | | | Title | Name | Relation | |
| | | | | | | | | | | | Manager and Assistant Manager of Assets Department of Taiwan Tea Corporation | | | | | |
| Assistant Manager of the Assets Section, Asset Development Department, Logistics Center of Sanxia Branch Office | Republic of China | Sheng-Zhan Jiang | Male | 202005.01.01 | 2,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Vanung University
Section Assistant, Section Manager and Assistant Manager of Assets Department of Taiwan Tea Corporation | Nil | Nil | Nil | Nil | |
| Asset Section, Asset Development Department, Logistics center Manager of Miaoli Branch Office | Republic of China | Pei-Wen Hsu | Female | 2022.04.12 | 18,965 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Vanung University
Assistant and Clerk of Stock Affairs Department; Section Assistant, Section Chief and Assistant Manager of Assets Department of Taiwan Tea Corporation | Nil | Nil | Nil | Nil | |
| Asset Section, Asset Development Department, Logistics center Manager of Nantou Branch Office | Republic of China | Yi-Chun Li | Male | 2022.12.27 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Graduated from the Department of Urban Planning and Spatial Information, Feng Chia University
Officer of Metropolitan Engineering Consulting Co., Ltd.
Taiwan Tea Corporation, Land Development Department Officer, Section Manager, and Assistant Manager | Nil | Nil | Nil | Nil | |
Note 1: It shall include the information about the general manager, assistant general managers, deputy assistant general managers, the heads of departments and branches, and personnel with positions equivalent to the general manager, assistant general managers or deputy assistant general managers. Regardless of titles, the relevant information shall be disclosed.
Note 2: It refers to any experience relevant to the current position of the personnel. If the personnel was an employee in the Company's CPA firm or any affiliate of the Company during the foregoing period, the title and duties of the position shall be clearly described.
Note 3: He was appointed as the General Manager by resolution at the Board of Directors meeting on June 1, 2022.
Note 4: Promoted to the Director of Logistics Center on July 1, 2022; promoted to Executive Assistant General Manager as approved by the Board of Directors on July 1, 2025.
Note 5: The Board of Directors resolved to appoint Li-Chuan Kao to concurrently serve as the manager of the Pingtung Branch Office from March 01, 2021 on January 21, 2021.
Note 6: Served as secretary of the Board Of Directors on 2008.08.19, manager of the Human Resources Department on 2012.06.22, promoted to director of the Administrative Department on 2017.01.01, and acting director of the management center on 2021.07.01.
Note 7: If the General Manager or any personnel with an equivalent position (any senior managerial officer) is the same person as the Chairman, has spouse relationship with the Chairman, or is the relative within the first degree of kinship of the Chairman, the reason, rationality, necessity and countermeasures (including increasing independent director seats and having a majority of directors who do not concurrently serve as employees or managerial officers) thereof shall be explained. The operating efficiency will be improved with the Chairman acting currently as the President. Response measures:
The number of independent directors was increased from 3 to 4 at the shareholders’ meeting on May 20, 2022. The number of directors was reduced from 11 to 9 at the shareholders’ meeting on June 18, 2025; the number of independent directors remains 4 and exceeds 1/3 of the total directors. At least two-thirds of the board members are not employees or managerial officer of the Company.
- 44 -
II. Remuneration to directors, supervisors, the General Manager and Assistant General Managers in the most recent year
(I) Remuneration to the directors and independent directors of the 24th and 25th Board of Directors
- Remuneration to the directors and independent directors of 25th Board of Directors
December 31, 2025; unit: NT$ thousand
| Title | Name | Director Remuneration | The sum of A, B, C and D and the ratio to net income after tax (Note 10) | Remuneration to directors holding a concurrent position as employee | The sum of A, B, C, D, E, F and G and the ratio to net income after tax (Note 10) | Remuneration from investee businesses other than subsidiaries or from the parent company (Note 11) |
|---|---|---|---|---|---|---|
| Compensation (A) (Note 2) | Retirement pension (B) | Director remuneration (C) (Note 3) | Business execution fee (D) (Note 4) | Salaries, bonuses and special allowances (E) (Note 5) | Retirement pension (F) | Employee remuneration (G) (Note 6) |
| The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company |
| Chairman | Shang-Yang Asset Management Co., Ltd. Representative: Ching-Yuan Wu | 5,053 | 5,053 | - | - | - |
| Vice Chairman | Shang-Yang Asset Management Co., Ltd. Representative: Ching-Ting Wu | 1,239 | 1,239 | |||
| Director | YSC Marketing Co., Ltd. - Representative Wei-Lin Shao | - | - | - | - | - |
| Director | Shang-Yang Asset Management Co., Ltd. Representative: Yu- | - | - | - | - | - |
| Title | Name | Director Remuneration | The sum of A, B, C and D and the ratio to net income after tax (Note 10) | Remuneration to directors holding a concurrent position as employee | The sum of A, B, C, D, E, F and G and the ratio to net income after tax (Note 10) | Remuneration from investee businesses other than subsidiaries or from the parent company (Note 11) |
|---|---|---|---|---|---|---|
| Compensation (A) (Note 2) | Retirement pension (B) | Director remuneration (C) (Note 3) | Business execution fee (D) (Note 4) | Salaries, bonuses and special allowances (E) (Note 5) | Retirement pension (F) | Employee remuneration (G) (Note 6) |
| The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company |
| Chang Huang | ||||||
| Director | Shang-Yang Asset Management Co., Ltd. Representative: Chun-Houei Hsieh | - | - | - | - | - |
| Independent director | Sheng-Tsheng Lee | 720 | 720 | - | - | - |
| Independent director | Chung-Ho Sung | 720 | 720 | - | - | - |
| Independent director | Li-Chi Yeh | 720 | 720 | - | - | - |
| Independent director | Shen-Lung Wang | 720 | 720 | - | - | - |
| 1. Please describe the policy, system, standard and structure of remuneration for independent directors and specify the correlation with the remuneration amount based on their responsibility, risks, and their involvement: Please refer to Pages 57-63 in this annual report.2. Except for what is disclosed in the above table, the remuneration paid to the Company's directors for providing services (such as assuming a non-employee advising post in the parent company, subsidiary, or reinvestment business) in the most recent year: None. |
-
Remuneration to the directors and independent directors of the 24th Board of Directors
December 31, 2025; unit: NTS thousand -
47 -
Remuneration Range for Directors
| Remuneration range for directors of the Company | Name of Director | |||
|---|---|---|---|---|
| Sum of the first 4 remuneration items (A+B+C+D) | Sum of the first 7 remuneration items (A+B+C+D+E+F+G) | |||
| The Company (Note 8) | All companies in the financial statements (Note 9) H | The Company (Note 8) | Parent company and all invested businesses (Note 9) I | |
| Below NT$ 1,000,000 | Shih-kai Lei - Chou Chin, Wei-Lin Shao - YSC, Chih-Kuang Yen - Wei-Fu, Yu-Chang Huang - Shang-Yang, Chun-Houei Hsieh - Shang-Yang, Sheng-Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh, Shen-Lung Wang | Shih-kai Lei - Chou Chin, Wei-Lin Shao - YSC, Chih-Kuang Yen - Wei-Fu, Yu-Chang Huang - Shang-Yang, Chun-Houei Hsieh - Shang-Yang, Sheng-Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh, Shen-Lung Wang | Shih-kai Lei - Chou Chin, Wei-Lin Shao - YSC, Chih-Kuang Yen - Wei-Fu, Yu-Chang Huang - Shang-Yang, Chun-Houei Hsieh - Shang-Yang, Sheng-Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh, Shen-Lung Wang | Shih-kai Lei - Chou Chin, Wei-Lin Shao - YSC, Chih-Kuang Yen - Wei-Fu, Yu-Chang Huang - Shang-Yang, Chun-Houei Hsieh - Shang-Yang, Sheng-Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh, Shen-Lung Wang |
| NT$ 1,000,000 (inclusive) ~ NT$ 2,000,000 (exclusive) | Hui-Ting Wu, Shang-Yan | Hui-Ting Wu, Shang-Yan | Hui-Ting Wu, Shang-Yan | Hui-Ting Wu, Shang-Yan |
| NT$ 2,000,000 (inclusive) ~ NT$ 3,500,000 (exclusive) | Chin-Yen Lin | Chin-Yen Lin | Chin-Yen Lin | Chin-Yen Lin |
| NT$ 3,500,000 (inclusive) ~ NT$ 5,000,000 (exclusive) | ||||
| NT$ 5,000,000 (inclusive) ~ NT$ 10,000,000 (exclusive) | Ching-Yuan Wu - Shang-Yang | Ching-Yuan Wu - Shang-Yang | Ching-Yuan Wu - Shang-Yang | Yu-Chang Huang - Shang-Yang |
| 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) | Ching-Yuan Wu - Shang-Yang | |||
| More than NT$ 100,000,000 | ||||
| Total | 12 persons | 12 persons | 12 persons | 12 persons |
Note 1: Directors' names shall be listed separately, and the information on directors and independent directors shall also be listed separately. (For corporate shareholders, the names of the corporate shareholder and its representatives shall be listed separately.) All payments shall be stated in an aggregated manner. Any director who concurrently serves as the General Manager or Assistant General Manager shall be disclosed in this table and in Table (3-1) or Tables (3-2-1) and (3-2-2) below.
Note 2: It refers to the remuneration paid to the director in the most recent year (including director salaries, allowances, severance pay, various bonuses and incentives, etc.).
Note 3: It represents the amount of directors' remuneration resolved for distribution by the Board of Directors in the most recent year.
Note 4: It refers to business execution fees (including travel allowances, special allowances, subsidies, accommodation, corporate vehicle and other in-kind benefits) paid to the director in the most recent year. Where housing, cars, vehicles, or personal allowances are granted, the nature and cost of assets provided, the rental calculated based on the actual or fair value, the cost of petrol and other subsidies shall be disclosed. Where any personal driver is allocated, please make a footnote explaining the salary paid to the driver. However, the salary shall not be counted as part of the compensation paid to the director.
Note 5: It refers to any salary, allowances, severance pay, bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, vehicles and in-kind benefits that the director received in the most recent year for assuming the role of an employee of the Company (such as the General Manager, Assistant General Manager, or any other managerial officer or employee). Where housing, cars, vehicles, or personal allowances are granted, the nature and cost of assets provided, the rental calculated based on the actual or fair value, the cost of petrol and other subsidies shall be disclosed. Where any personal driver is allocated, please make a footnote explaining the salary paid to the driver. However, the salary shall not be counted as part of the compensation paid to the director. Any salary expenses recognized according to IFRS2 "Share-based Payment," including employee share options, restricted employee shares and the shares subscribed in capital increases in cash, shall be stated as remuneration.
Note 6: It refers to any remuneration that the director received (in cash or in shares) in the most recent year for assuming the role of an employee (such as the General Manager, Assistant General Manager, or any other managerial officer or employee). The amount of employee remuneration resolved for distribution by the Board of Directors in the most recent year shall be disclosed. Where the amount can not be estimated, it shall be calculated based on the actual amount paid last year, and Table 1-3 shall be completed.
Note 7: The total amount of remuneration paid to the Company's directors by all the companies (including the Company) included in the consolidated financial statements shall be disclosed. (The Company no longer prepares consolidated financial statements from 2019.)
Note 8: Each director's name is disclosed in the range corresponding to the total amount of remuneration paid by the Company to the director.
Note 9: Each director's name shall be disclosed in the range corresponding to the total amount of remuneration paid by all the companies (including the Company) included in the consolidated financial statements to the director.
Note 10: Net income after tax refers to that in the most recent year. If IFRSs have been adopted, net income after tax shall refer to that in the individual or separate financial statements in the most recent year.
Note 11: a. Any remuneration received by the director from investee businesses other than subsidiaries or from the parent company shall be clearly stated in the field. (If there was no such remuneration, the word "None" shall be placed in the field.) The remuneration received by Chairman Ching-Yuan Wu and Director Yu-Chang Huang from invested businesses other than subsidiaries or from the parent company mainly came from the parent company.
b. If the director has received any remuneration from investee businesses other than subsidiaries or from the parent company, the remuneration received by the director therefrom shall belong to Column I in the Remuneration Range table, and Column I shall be renamed "Parent company and all investee businesses."
c. Remuneration refers to any returns, compensation (including employee, director and supervisor compensation) and business execution fees received by the Company's directors for serving as the directors, supervisors or managerial officers of investee businesses other than subsidiaries or of the parent company.
-
The basis of the remuneration disclosed in this table is different from the basis of the Income Tax Act; hence the table was prepared solely for information disclosure and not for tax purposes.
-
49 -
Corporate Governance Report
- 50 -
(II) Remuneration to the General Manager and Assistant General Managers
December 31, 2025; Unit: NTS thousand
| Title | Name | Salary (A) (Note 2) | Retirement pension (B) | Bonuses and special allowances (C) (Note 3) | Employee remuneration (D) (Note 4) | The sum of A, B, C and D and the ratio to net income after tax (%) (Note 8) | Remuneration from invested businesses other than subsidiaries or from the parent company (Note 9) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | The Company | All companies in the financial statements (Note 5) | The Company | All companies in the financial statements (Note 5) | The Company | The Company | All companies in the financial statements (Note 5) | The Company | All companies in the financial statements | |||||
| Cash bonus | Stock bonus | Cash bonus | Stock bonus | |||||||||||
| General Manager | Ching-Yuan Wu | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Please refer to Page 47 of this annual report for more details |
| Executive Assistant General Manager | Hui-Hsin Wu | 1,245 | 1,245 | 53 | 53 | 1,298 (1.117)% | 1,298 (1.117)% | Nil | ||||||
| Assistant General Manager | Li-Chuan Kao | 2,062 | 2,062 | 106 | 106 | 0 | 0 | 0 | 0 | 0 | 0 | 2,168 (1.866)% | 2,168 (1.866)% | Nil |
| Total | 3,307 | 3,307 | 159 | 159 | 0 | 0 | 0 | 0 | 0 | 0 | 3,466 (2.984)% | 3,466 (2.984)% |
-
- The Board of Directors approved the appointment of Mr. Ching-Yuan Wu as General Manager on June 1, 2022. Chairman Wu serves concurrently as the General Manager without receiving the salary for this position.
- On July 01, 2025, the Board of Directors approved the promotion of Hui-Hsin Wu, the head of Logistics Center, to Executive Assistant General Manager.
- Regardless of titles, the information on the personnel who hold positions equivalent to the General Manager or Assistant General Managers (e.g. the President, CEO, General Manager, chief officers, etc.) shall be disclosed.
Remuneration Range for the General Manager and Assistant General Managers
| Remuneration range for the General Manager and Assistant General Managers of the Company | Name of General Manager and Assistant General Managers | |
|---|---|---|
| The Company (Note 6) | Parent company and all invested businesses (Note 7) E | |
| Below NT$ 1,000,000 | Ching-Yuan Wu | |
| NT$ 1,000,000 (inclusive) ~ NT$ 2,000,000 (exclusive) | Hui-Hsin Wu | Hui-Hsin Wu |
| NT$ 2,000,000 (inclusive) ~ NT$ 3,500,000 (exclusive) | Li-Chuan Kao | Li-Chuan Kao |
| NT$ 3,500,000 (inclusive) ~ NT$ 5,000,000 (exclusive) | 0 | 0 |
| NT$ 5,000,000 (inclusive) ~ NT$ 10,000,000 (exclusive) | 0 | 0 |
| NT$ 10,000,000 (inclusive) ~ NT$ 15,000,000 (exclusive) | 0 | 0 |
| NT$ 15,000,000 (inclusive) ~ NT$ 30,000,000 (exclusive) | 0 | 0 |
| NT$ 30,000,000 (inclusive) ~ NT$ 50,000,000 (exclusive) | 0 | Ching-Yuan Wu |
| NT$ 50,000,000 (inclusive) ~ NT$ 100,000,000 (exclusive) | 0 | 0 |
| More than NT$ 100,000,000 | 0 | 0 |
| Total | 3 persons | 3persons |
Note 1: The names of General Manager and Assistant General Managers shall be listed separately. All payments shall be stated in an aggregated manner. Any director who concurrently serves as the General Manager and Assistant General Manager shall be disclosed in this table and in Table (1-1) or Tables (1-2-1) and (1-2-2).
Note 2: It refers to salaries, allowances, and severance pay paid to the General Manager and Assistant General Managers in the most recent year.
Note 3: It refers to bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, corporate vehicles, other in-kind benefits, and other compensation provided to the General Manager and Assistant General Managers in the most recent year. Where housing, cars, vehicles, or personal allowances are granted, the nature and cost of assets provided, the rental calculated based on the actual or fair value, the cost of petrol and other subsidies shall be disclosed. Where any personal driver is allocated, please make a footnote explaining the salary paid to the driver. However, the salary shall not be counted as part of the compensation paid to the director. Any salary expenses recognized according to IFRS2 "Share-based Payment," including employee share options, restricted employee shares and the shares subscribed in capital increases in cash, shall be stated as remuneration.
Note 4: It represents the amount of employee remuneration resolved by the Board of Directors for distribution to the General Manager and Assistant General Managers (in cash or in shares) in the most recent year. Where the amount can not be estimated, it shall be calculated based on the actual amount paid last year, and Table 1-3 shall be completed. Net income after tax refers to that in the most recent year. If IFRSs have been adopted, net income after tax shall refer to that in the individual or separate financial statements in the most recent year.
Note 5: The total amount of remuneration paid to the Company's General Manager and Assistant General Managers by all the companies (including the Company) included in the consolidated financial statements shall be disclosed. (The Company no longer prepares consolidated financial statements from 2019.)
Note 6: The name of the General Manager and each Assistant General Manager shall be disclosed in the range corresponding to the total amount of remuneration paid by the Company thereto.
Note 7: The name of the General Manager and each Assistant General Manager shall be disclosed in the range corresponding to the total amount of remuneration paid by all the companies (including the Company) included in the consolidated financial statements to the General Manager and Assistant General Manager.
Note 8: Net income after tax refers to that in the most recent year. If IFRSs have been adopted, net income after tax shall refer to that in the individual or separate financial statements in the most recent year.
Note 9: a. Any remuneration received by the General Manager and Assistant General Managers from investee businesses other than subsidiaries or from the parent company shall be clearly stated in the field. (If there was no such remuneration, the word "None" shall be placed in the field.)
b. If the General Manager or Assistant General Manager has received any remuneration from investee businesses other than subsidiaries or from the parent company, that remuneration belongs in Column E in the Remuneration Range table, and Column E shall be renamed "Parent company and all investee businesses." The remuneration received by General Manager Ching-Yuan Wu from invested businesses other than subsidiaries or from the parent company mainly came from the parent company.
c. Remuneration refers to any returns, compensation (including employee, director and supervisor compensation) and business execution fees received by the Company's General Manager and Assistant General Managers for serving as the directors, supervisors or managerial officers of investee businesses other than subsidiaries or of the parent company.
* The basis of the remuneration disclosed in this table is different from the basis of the Income Tax Act; hence the table was prepared solely for information disclosure and not for tax purposes.
(III)Remuneration to the top-five highest-paid executives of the Company (individual disclosure of names and remunerations) (Note 1)
December 31, 2025; Unit: NT$ thousand
| Title | Name | Salary (A) (Note 2) | Retirement pension (B) | Bonuses and special allowances (C) (Note 3) | Employee remuneration (D) (Note 4) | The sum of A, B, C and D and the ratio to net income after tax (%) (Note 6) | Remuneration from invested businesses other than subsidiaries or from the parent company (Note 7) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | The Company in the financial statements (Note 5) | The Company | All companies in the financial statements (Note 5) | The Company | All companies in the financial statements (Note 5) | The Company | All companies in the financial statements (Note 5) | The Company | All companies in the financial statements | |||||
| Cash bonus | Stock bonus | Cash bonus | Stock bonus | |||||||||||
| Assistant General Manager | Li-Chuan Kao | 2,062 | 2,062 | 106 | 106 | 0 | 0 | 0 | 0 | 0 | 0 | 2,168 (1.866)% | 2,168 (1.866)% | Nil |
| Executive Assistant General Manager | Hui-Hsin Wu | 1,245 | 1,245 | 53 | 53 | 1,298 (1.117)% | 1,298 (1.117)% | Nil | ||||||
| Manager | Ya-Fan Hsu | 1,071 | 1,071 | 55 | 55 | 0 | 0 | 0 | 0 | 0 | 0 | 1,126 (0.970)% | 1,126 (0.970)% | Nil |
Note 1: The executives referred to in the said "top-five highest-paid executives" refer to the Company's managerial officers. As for the standard for identifying managerial officers, it shall be subject to the regulations related to the "managerial officers" in the Letter Tai-Cai-Zheng-San-Zi No. 0920001301 issued by the former Securities and Futures Commission, Ministry of Finance on March 27, 2003. The remuneration to the "top-five highest-paid executives" is calculated based on the total amount of the salaries, retirement pension, bonuses, special allowances, and employee remuneration (namely the sum of A, B, C and D) received by the Company's managerial officers from all the companies included in the consolidated financial statements, and the top-five highest-paid managerial officers are identified. Any director who concurrently serves as any of the said executives shall be disclosed in the table and Table (1-1) above.
Note 2: It refers to salaries, allowances, and severance pay paid to the top-five highest-paid executives in the most recent year.
Note 3: It refers to bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, corporate vehicles, other in-kind benefits, and other compensation provided to the top-five highest-paid executives in the most recent year. Where housing, cars, vehicles, or personal allowances are granted, the nature and cost of assets provided, the rental calculated based on the actual or fair value, the cost of petrol and other subsidies shall be disclosed. Where any personal driver is allocated, please make a footnote explaining the salary paid to the driver. However, the salary shall not be counted as part of the compensation paid to the director. Any salary expenses recognized according to IFRS2 "Share-based Payment," including employee share options, restricted employee shares and the shares subscribed in capital increases in cash, shall be stated as remuneration.
Note 4: It represents the amount of employee remuneration resolved by the Board of Directors for distribution to the top-five highest-paid executives (in cash or in shares). Where the amount can not be estimated, it shall be calculated based on the actual amount paid last year, and Table 1-3 shall be completed.
Note 5: The total amount of remuneration paid to the Company's top-five highest-paid executives by all the companies (including the Company) included in the consolidated financial statements shall be disclosed. (The Company no longer prepares consolidated financial statements from 2019.)
Note 6: Net income after tax refers to that in the individual or separate financial statements in the most recent year.
Note 7: a. Any remuneration received by the top-five highest-paid executives from investee businesses other than subsidiaries or the parent company shall be clearly stated in the field. (If there was no such remuneration, the word “None” shall be placed in the field.)
b. Remuneration refers to any returns, compensation (including employee, director and supervisor compensation) and business execution fees received by the Company's top-five highest-paid executives for serving as the directors, supervisors or managerial officers of investee businesses other than subsidiaries or of the parent company.
Note 8: The Board of Directors approved the appointment of Mr. Ching-Yuan Wu as General Manager on June 1, 2022. Chairman Wu serves concurrently as the General Manager without receiving the salary for this position.
Note 9: On July 01, 2025, the Board of Directors approved the promotion of Hui-Hsin Wu, the head of Logistics Center, to Executive Assistant General Manager.
-
The basis of the remuneration disclosed in this table is different from the basis of the Income Tax Act; hence the table was prepared solely for information disclosure and not for tax purposes.
-
53 -
Corporate Governance Report
(IV)Names of the managerial officers receiving employee remuneration and the distribution thereof
December 31, 2025; Unit: NT$ thousand
| | Title
(Note 1) | Name
(Note 1) | Share amount | Cash amount | Total | Ratio of total amount to net income after tax (%) |
| --- | --- | --- | --- | --- | --- | --- |
| Managers | General Manager | Ching-Yuan Wu | 0 | 0 | 0 | 0 |
| | Executive Assistant General Manager | Hui-Hsin Wu | | | | |
| | Assistant General Manager | Li-Chuan Kao | | | | |
| | Manager | Ya-Fan Hsu | | | | |
Note 1: Names and titles shall be disclosed separately, whereas the amount of remuneration may be disclosed in an aggregated manner.
Note 2: It represents the amount of employee remuneration resolved by the Board of Directors for distribution to the managerial officers (in cash or in shares) in the most recent year. Where the amount can not be estimated, it shall be calculated based on the actual amount paid last year. Net income after tax refers to that in the most recent year. If IFRSs have been adopted, net income after tax shall refer to that in the individual or separate financial statements in the most recent year.
Note 3: Pursuant to the FSC Letter Tai-Cai-Zheng-San-Zi No. 0920001301 dated March 27, 2003, the role of managerial officer covers the following positions:
(1) General Manager and the equivalents thereof
(2) Assistant General Managers and their equivalents
(3) Assistant Managers and their equivalents
(4) Chief financial officers
(5) Chief accounting officers
(6) Any other authorized signatories involved in the Company's administrative affairs
Note 4: If directors, the General Manager and Assistant General Managers have received employee remuneration (in cash or in shares), relevant details shall be disclosed in this table in addition to Table 1-2.
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(V) Analysis of the total remuneration paid by the Company and all the companies included in the consolidated financial statements to the Company's directors, supervisors, General Manager and Assistant General Managers in the most recent two years as a percentage of net income after tax as stated in the individual or separate financial statements, and description of the policies, standards, and portfolios for paying the remuneration, the procedure for determining the remuneration, and its correlation with operating performance and future risk exposure.
- Please refer to the following table for the analysis of the total remuneration paid by the Company and all the companies included in the consolidated financial statements to the Company's directors, supervisors, General Manager and Assistant General Managers in the most recent two years as a percentage of net income after tax:
Unit: NT\$thousand
| Item for comparison Year | Total paid remuneration | Ratio to the Company's net income after tax | Ratio to the net income after tax of all companies in the financial statements | |||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2024 (consolidated) | 2025 | 2025 (consolidated) | 2024 | 2025 | 2024 | 2025 | |
| Director | 13,173 | Not applicable. | 11,600 | Not applicable. | (7.52)% | (9.99%) | Not applicable. | Not applicable. |
| General Manager and Assistant General Managers | 2,168 | 3,466 | (1.24)% | (2.98%) | ||||
| Total | 15,341 | 15,066 | (8.76)% | (12.97%) |
Note: The Company no longer prepares consolidated financial statements from 2019.
- Policies, Standard and Portfolios of remuneration
The remuneration referred to in the Rules of Compensation 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 shall be consistent with that of the remuneration for directors and managerial officers as set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies.
I. The policies of remuneration for directors (independent directors) are subject to Articles 20, 23 and 27 of the Company’s Articles of Incorporation and determined concerning the typical pay levels adopted by peer companies, including:
(1) Attendance fee for the (independent) directors every time they attend the Board of Directors meeting.
(2) Where the Company has profit in any fiscal year, the Board of Directors may resolve to allocate no more than 5% as the remuneration for directors.
(3) The four independent directors of the Company’s 25th Board of Directors serve concurrently as the members of the Audit Committee and Compensation Committee. In addition, in the performance of their duties as members of the Audit Committee, they must assist the Board of Directors in the implementation and assessment of the overall remuneration policy and system of the Company, including but not limited to the remuneration for directors and managerial officers. This role has deep responsibilities and takes effort and commitment. To ensure that the independent directors can fully perform their duties with respect to the operation of the Board of Directors and the Company and maintain their independence in the exercise of their power, the independent directors may receive a fixed monthly remuneration in addition to the attendance fee whenever they attend the Board of Directors meeting. If the Company has profit, the independent directors may, depending on the Company's profitability and subject to the review of the Compensation Committee and Board of
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Directors, flexibly participate in the distribution of surplus. These policies are executed by the 23rd Board of Directors.
Note: 1. In addition to receiving the attendance fee for their attendance to Board meetings, the independent directors of the 25th term who serve concurrently on the Audit Committee or Compensation Committee may receive a business research and execution fee on a monthly basis.
- For more information about the number of meetings that the Audit Committee and Compensation Committee held from January 1, 2025 up to the publication date of this annual report and the issues discussed, please refer to Pages 75~79, 114~117, and 216~217 of the Annual Report.
II. The Chairman, Vice Chairman and managerial officers of the Company receive the remuneration pursuant to the "Employee Title, Level, and Remuneration Approval Table" adopted by the Board of Directors:
The remuneration for the Chairman, Vice Chairman, and managerial officers of the Company includes the monthly salary, special disbursement, concurrent post allowance, meal allowance, year-end bonus, employee compensation, and the pension provided according to the law.
- Remuneration Determination Procedure
According to the remuneration determination procedure of the Company, the remuneration for directors is determined by the Board of Directors with authorization pursuant to the Articles of Incorporation and based on the operating status of the Company and with reference industry standard pay levels; the remuneration for the Chairman and managerial officers is determined pursuant to the
"Employee Title, Level, and Remuneration Approval Table". The above-mentioned remuneration policies were reviewed by the 5th Compensation Committee and submitted to the 2nd meeting of the 25th Board of Directors for approval.
Payment of the remuneration for the employees and directors is implemented pursuant to the Articles of Incorporation and relevant laws and regulations.
- Relationship with operating performance and future risk:
The Compensation Committee of the Company discusses compensation payment standards and review related systems on a regular basis, and makes decision mainly in consideration of the overall operating status of the Company and different risk factors. The result of the operating performance will affect the payment of the year-end incentive bonus.
- Analysis of the performance evaluation and remuneration of the Company's directors and managerial officers:
Since the Company had no profits in 2025 the Company did not distribute director and employee remuneration according to the resolution of the Compensation Committee and the Board of Directors. Directors were paid a fixed fee for attending board meetings; independent directors were only paid a monthly fixed salary for serving as members of the Audit Committee and the Compensation Committee without director remuneration. In addition to the salary to be distributed to the Company's managerial officers determined by the Compensation Committee, the Committee discusses their performance and the business performance last year to determine their year-end incentives in the current year.
If any annual profit is concluded, no less than 1% shall be set aside as remuneration to employees according to Article 27 of the Company's Articles of Incorporation. Director remuneration may be provided up to 5% of the aforesaid annual profit according to the
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resolution made by the Board of Directors. In addition to the Company's overall business performance, the future operating risks and development trend in the industry, the performance achievement rate of the individual director, and his/her contribution to the Company's performance are taken into account to provide the director with reasonable remuneration. Relevant performance evaluations and remuneration rationality shall be reviewed by the Compensation Committee and the Board of Directors, and the remuneration system is also reviewed from time to time according to the actual operation and related laws to ensure a balance between the Company's sustainable operation and risk control.
In order to regularly evaluate the remuneration of directors and managerial officers, evaluation of the directors and managerial officers is conducted in accordance with the "Regulations Governing the Evaluation of Directors and Managerial Officers." This evaluation considers not only overall operational performance but also links performance to ESG implementation results, with the achievement of the performance goals as a key basis for determination of the remuneration. The relevant evaluation indicators include financial and management indicators. Financial indicators focus on corporate operating results and performance. Management indicators cover the establishment and implementation of the environmental, social, and corporate governance (ESG) system, as well as the implementation of the ethical management, compliance with laws and regulations, risk management, and ESG policies, along with engagement in sustainable operations and measurement of other special contributions or major adverse events. After deliberation by the Remuneration Committee, the Board of Directors makes decision based on operating performance.
The weight of the financial and management indicators, respectively, in the performance evaluation are distributed as follows:
Financial indicator: This indicator accounts for 70% of the weight
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and primarily measures revenue growth, profitability, product sales performance, and overall operating performance.
Management indicator: This indicator accounts for 30% of the weight with the ESG performance as the core and considering the characteristics of the tea industry, including:
I. Environmental aspect (E) (approx. 10%)
- Sustainable tea plantation management (e.g. reduced pesticide, eco-friendly farming)
- Improvement of efficiency in the use of water resources and energy (energy conservation in the tea making process)
- Resource recycling (reuse of tea residues, reduction of packaging materials)
- Carbon management practices (such as carbon inventories, afforestation, or carbon sink project promotion)
II. Social aspect (S) (approx. 10%)
- Tea farmer cooperative relations and local procurement
- Talent development (tea-making technique inheritance, professional training)
- Employee safety and occupational health
III. Corporate governance aspect (G) (approx. 10%)
- Implementation of ethical corporate management and business ethics
- Legal compliance and food safety management
- Supply chain management and traceability Mechanism (Tea leave source management)
- Risk management and implementation of the internal control system
In addition, a comprehensive evaluation is conducted on the level of participation in sustainable development (e.g., cross-departmental projects), implementation result of major strategies, and whether any major negative incidents occur (e.g., food safety incident, violation
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of environmental protection regulations, or damage to brand reputation). The performance rating is adjusted depending on the level of the impact.
Please refer to Pages 46–54 of this annual report for the remuneration to the Company's directors and managerial officers in 2025.
The results of the Company’s 2025 performance evaluation (self-evaluation) for the Board of Directors, functional committees and board members were reported at the board meeting on March 9, 2026 and disclosed in this annual report and on the Company's website.
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III. Corporate governance implementation
(I) Operation of the Board of Directors
The 24th and 25th Boards of Directors have held 10 meetings from January 1, 2025 up to the publication date of this Annual Report. The attendance of the directors is described below: 01.01.2025 - 04.10.2026
| Title | Name (Note 1) | Actual attendance B | Proxy attendance | Actual presence (attendance) rate (%) (B/A) (Note 2) | Number of meetings held during the term A | Remarks |
|---|---|---|---|---|---|---|
| Chairman | Shang-Yang Asset Management Co., Ltd. | |||||
| Representative: Ching-Yuan Wu | 10 | 0 | 100% | 10 | 2025.06.18 (Reelected) | |
| Director | Shang-Yang Asset Management Co., Ltd. | |||||
| Representative: Hui-Ting Wu | 6 | 0 | 100% | 6 | 2025.06.18 (Reelected corporate director and newly elected representative) | |
| Director | Shang-Yang Asset Management Co., Ltd. | |||||
| Representative: Chun-Houei Hsieh | 8 | 2 | 80% | 10 | 2025.06.18 (Reelected) | |
| Director | Shang-Yang Asset Management Co., Ltd. | |||||
| Representative: Yu-Chang Huang | 7 | 3 | 70% | 10 | 2025.06.18 (Reelected) | |
| Director | YSC Marketing Co., Ltd. - Representative Wei-Lin Shao | 10 | 4 | 100% | 10 | 2025.06.18 (Reelected) |
| Independent director | Sheng-Tsheng Lee | 9 | 1 | 90% | 10 | 2025.06.18 (Reelected) |
| Independent director | Chung-Ho Sung | 7 | 3 | 70% | 10 | 2025.06.18 (Reelected) |
| Independent director | Li-Chi Yeh | 10 | 0 | 100% | 10 | 2025.06.18 (Reelected) |
| Independent director | Shen-Lung Wang | 10 | 0 | 100% | 10 | 2025.06.18 (Reelected) |
| Director | Chin-Yen Lin | 0 | 4 | 0% | 4 | 06.18.2025 (dismissal) |
| Director | Chou Chin Industrial | 4 | 0 | 100% | 4 | 06.18.2025 |
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| Title | Name (Note 1) | Actual attendance B | Proxy attendance | Actual presence (attendance) rate (%) (B/A) (Note 2) | Number of meetings held during the term A | Remarks |
|---|---|---|---|---|---|---|
| Co., Ltd. | ||||||
| Representative: Shih-Kai Lei | (dismissal) | |||||
| Director | Wei-Fu Investment Co., Ltd. | |||||
| Representative: Chih-Kuang Yen | 4 | 0 | 100% | 4 | 06.18.2025 | |
| (dismissal) |
Note 1: If the directors or supervisors are corporations, the names of the corporate shareholders and the names of their representatives shall be disclosed.
Note 2: (1) If any director or supervisor resigns prior to the end of a financial year, the date of resignation shall be specified in the Remarks field. The actual attendance rate (%) of the director or supervisor is calculated based on the number of board meetings held and the number of board meetings actually attended.
(2) In an election year, both the newly-elected and former directors and supervisors shall be listed, and the Company shall specify in the Remarks field whether the directors and supervisors are former, newly elected, or reelected, as well as the date of the election. The actual attendance rate (%) is calculated based on the number of Board of Directors meetings held during the term of service of the director or supervisor and the number of his/her actual attendance.
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(II) Implementation of the evaluation of the Board of Directors in 2025
| Interval | Period | Scope | Method | Item |
|---|---|---|---|---|
| Once a year | 2025.01.01-2025.12.31 | Board of Directors | Internal self-evaluation | Six aspects, including participation in the Company’s operation, improvement of the Board of Directors’ decision quality, formation and structure of the Board of Directors, election and continuing education of the directors, internal control, and the submission of relevant proposals to the Board of Directors for discussion according to laws. |
| Functional committees (Audit Committee and Compensation Committee) | Internal self-evaluation | Five aspects, including the involvement in the Company’s operation, knowledge of the functional committees’ duties, improvement of the functional committees’ decision quality, formation and member election of the functional committees, and internal control. | ||
| Individual board members | Self-evaluation by each of the board members | Six dimensions, including the understanding of the Company’s goals and tasks, knowledge of directors’ duties, involvement in the Company’s operation, internal relation maintenance and communication, directors’ professional qualification and continuing education, and internal control. |
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Self-evaluation of the Board of Directors’ implementation performance: Items of the Board of Directors’ performance evaluation include six aspects and 46 indicators. The results showed that 41 indicators were scored as “Excellent (5),” and 5 indicators were scored as “Good (4),” indicating that the Board of Directors has fulfilled the responsibilities of providing relevant instruction and supervising the Company's strategies, major business activities and risk management, and has been able to establish appropriate internal control systems, actively implement corporate governance and fulfill the Company's corporate social responsibility. The status of the overall implementation was good and conformed to the requirements of corporate governance.
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| Six dimensions for self-evaluation | Item | Result |
|---|---|---|
| A. Involvement in the Company’s operation | 12 | 4.75 |
| B. Improvement of the Board of Directors’ decision quality | 12 | 5 |
| C. Formation and structure of the Board of Directors | 7 | 4.86 |
| D. Election and continuing education of directors | 7 | 4.86 |
| E. Internal control | 7 | 5 |
| F. Submission of relevant proposals to the Board of Directors pursuant to laws (matters that shall be submitted to the Board of Directors for discussion) | 1 | 5 |
- Self-evaluation of the Audit Committee’s implementation performance:
Items of the Audit Committee’s performance evaluation include five dimensions and 23 indicators. For the result, 19 indicators were scored as “Excellent (5),” and 4 indicators were scored as “Good (4),” indicating that the status of the Audit Committee’s overall implementation was good and conformed to the requirements of corporate governance. The result also showed that the Audit Committee could effectively enhance the function of the Board of Directors.
| Five dimensions for self-evaluation | Item | Result |
|---|---|---|
| A. Involvement in the Company’s operation | 4 | 4.75 |
| B. Knowledge of Functional Committee | 5 | 4.80 |
| C. Improvement of the functional committees’ decision quality | 7 | 4.71 |
| D. Formation and member election of the functional committees. | 3 | 5 |
| E. Internal control | 4 | 5 |
- Self-evaluation of the Compensation Committee’s implementation performance:
The Compensation Committee’s performance evaluation included five aspects and 20 indicators. The results show 19 indicators were scored as “Excellent (5),” and 1 indicator were scored as “Good (4),” indicating that the status of the Compensation Committee’s overall implementation was good and conformed to the requirements of corporate governance.
The result also showed that the Compensation Committee was effectively enhancing the function of the Board of Directors.
| Five dimensions for self-evaluation | Item | Result |
|---|---|---|
| A. Involvement in the Company’s operation | 4 | 5 |
| B. Knowledge of Functional Committee | 5 | 5 |
| C. Improvement of the functional committees’ decision quality | 7 | 4.71 |
| D. Formation and member election of the functional committees. | 3 | 5 |
| E. Internal control | 1 | 5 |
- Self-evaluation of board members’ performance:
The board members’ performance evaluation included six aspects and 25 indicators. The evaluation results indicated directors mainly achieved and surpassed the stated performance indicators, thus conforming to the requirements of corporate governance, strengthening the function of the Board of Directors, and maintaining shareholders’ equity.
All directors of the Company have completed their annual continuing education in terms of hours, and the scores across all evaluation dimensions improved significantly compared to the previous period, demonstrating continuous enhancement in the Board of Directors’ overall operational efficiency and governance quality.
| Six dimensions for self-evaluation | Item | Result |
|---|---|---|
| A. Understanding of the Company’s goals and tasks | 3 | 4.89 |
| B. Knowledge of directors’ duties | 3 | 5 |
| C. Involvement in the Company’s operation | 8 | 4.79 |
| D. Internal relation maintenance and communication | 5 | 4.96 |
| E. Directors’ professional qualification and continuing education | 3 | 4.96 |
| F. Internal control | 3 | 4.96 |
Note 1: It refers to the interval for carrying out an evaluation of the Board of Directors, e.g. once a year.
Note 2: It refers to the period during which the Board of Directors’ evaluation is performed. For example, the Board of Directors’ performance between January 1, 2025 and December 31, 2025 was evaluated.
Note 3: The scope covers the performance evaluation of the Board of Directors, individual directors and functional committees.
Note 4: Board of Directors’ evaluations may be conducted through internal self-evaluations, peer review, through appointment of external professional institutions or professionals, and other appropriate methods.
Note 5: The evaluation includes at least the following items according to the scope:
(1) Board of Directors' performance evaluation: at least includes the level of participation in the Company's operation, the Board of Directors' decision quality, formation and structure of the Board of Directors, election and continuing education of the directors, and internal control.
(2) Individual board members' performance evaluation: At least includes the understanding of the Company's goals and tasks, knowledge of directors' duties, involvement in the Company's operation, internal communication, professional qualifications and continuing education, and internal control.
(3) Functional committees' performance evaluation: Involvement in the Company's operation, knowledge of the functional committees' duties, the functional committees' decision quality, formation and member election of the functional committees, and internal control.
Other particulars:
I. Where the operations of the Board of Directors meet any of the following circumstances, the meeting date, session, contents of proposals, and opinions of all independent directors, and the Company's action on the said opinions shall be specified: Refer to the following table for details.
(I) The matters referred to in Article 14-3 of the Securities and Exchange Act.
(II) In addition to the matters mentioned above, any resolution of the Board of Directors for which dissent or reservation is expressed by any independent director, and such dissent or reservation is recorded in the minutes or a written statement: None.
| Board of Directors | Proposal and follow-up actions | Matters specified in Article 14-3 of the Securities and Exchange Act | Dissent or reservation from independent directors | Resolution |
|---|---|---|---|---|
| 24th Board of Directors 22nd meeting | 1. Proposal for the policy of remuneration for directors and managerial officers. | ✓ | Nil | Passed by all attending directors. |
| 2. Proposal for approval of the 2024 year-end bonus for the Company’s Chairman and Vice Chairman. | ✓ | Nil | Passed by all attending directors. | |
| Meeting date: January 13, 2025 | The Company’s action on independent directors’ opinions: None. | |||
| 24th Board of Directors 23rd meeting | 1. Proposal for the compensation and annual independence and competency review of the Company’s CPAs. | ✓ | Nil | Passed by all attending directors. |
| 2. Proposal for the Company’s “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2024. | ✓ | Nil | Passed by all attending directors. | |
| Meeting date: March 13, 2025 | The Company’s action on independent directors’ opinions: None. | |||
| 24th Board of Directors 25th meeting | 1. Proposal regarding INA Energy Corporation’s lease of a land lot at the Pingtung Laopi Tea Farm and its application for a royalty adjustment due to changes to the environmental impact assessment regulations. | ✓ | Nil | Passed by all attending directors. |
| Board of Directors | Proposal and follow-up actions | Matters specified in Article 14-3 of the Securities and Exchange Act | Dissent or reservation from independent directors | Resolution |
|---|---|---|---|---|
| Meeting date: May 12, 2025 | The Company’s action on independent directors’ opinions: None. | |||
| 25th Board of Directors | ||||
| 2nd meeting | 1. Proposal for change of the Company's CPAs | ☑ | Nil | Passed by all attending directors. |
| 2. Proposal for the remuneration to the Company’s current executive director (the Chairman serving concurrently as General Manager) and managerial officers. | ☑ | Nil | Passed by all attending directors. | |
| 3. Proposal for the remuneration to the Vice Chairman. | ☑ | Nil | Passed by all attending directors. | |
| 4. Proposal for adjustment of the supervisor positions to meet business needs of the Company | ☑ | Nil | Passed by all attending directors. | |
| Meeting date: June 30, 2025 | The Company’s action on independent directors’ opinions: None. | |||
| 25th Board of Directors | ||||
| 3rd meeting | 1. Proposal for partial amendments to the Company's "Internal Control System" | ☑ | Nil | Passed by all attending directors. |
| Meeting date: August 11, 2025 | The Company’s action on independent directors’ opinions: None. | |||
| 25th Board of Directors | ||||
| 4th meeting | 1. Proposal for the Company’s 2026 audit plan. | ☑ | Nil | Passed by all attending directors. |
| Meeting date: November 12, 2025 | The Company’s action on independent directors’ opinions: None. | |||
| 25th Board of Directors | ||||
| 5th meeting | 1. Proposal for approval of the 2025 year-end bonus for the Company's managerial officers. | ☑ | Nil | Passed by all attending directors. |
| 2. Proposal for approval of the 2025 year-end bonus for the Company’s Chairman and Vice Chairman. | ☑ | Nil | Passed by all attending directors. | |
| Meeting date: January 30, 2026 | The Company’s action on independent directors’ opinions: None. | |||
| 25th Board of Directors | ||||
| 6th meeting | 1. Proposal for the Company’s “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2025. | ☑ | Nil | Passed by all attending directors. |
| Meeting date: March 9, 2026 | The Company’s action on independent directors’ opinions: None. |
II. For directors’ recusal from proposals involving any conflict of interest, the name of the director concerned, contents of the proposals, the reason of the recusal, and the director's participation in the voting shall be specified:
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For Proposal 5, discussed at the 22nd meeting of the 24th Board of Directors, regarding the approval of annual bonuses for the chairman and vice chairman of the board in 2024, Chairman Ching-Yuan Wu and Vice Chairman Chin-Yen Lin recused themselves from the discussion and voting on this matter according to Company policies. The remaining independent directors present unanimously approved the proposal.
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At the second meeting of the 25th Board of Directors, the third proposal regarding the remuneration of the Company's current executive director (the Chairman concurrently serving as General Manager) and managerial officers was discussed. Chairman Ching-Yuan Wu recused himself from the discussion and voting on this proposal in accordance with applicable regulations. As Director Hui-Ting Wu is related to Chairman Ching-Yuan Wu within the second degree of kinship, she also recused herself from the discussion and voting. The proposal was approved as proposed by the remaining attending (independent) directors.
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At the second meeting of the 25th Board of Directors, the fourth proposal regarding the remuneration of the Vice Chairman was discussed. Vice Chairman Hui-Ting Wu recused herself from the discussion and voting on this proposal. As Chairman Ching-Yuan Wu is related to the Vice Chairman within the second degree of kinship, he also recused himself from the discussion and voting. The proposal was approved as proposed by the remaining attending (independent) directors.
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The fifth proposal for adjustment of the supervisor positions to meet business needs of the Company was discussed in the second meeting of the 25th Board of Directors. Chairman Ching-Yuan Wu and Vice Chairman Hui-Ting Wu, who are the relative of the Executive Assistant General Manager within the second degree of kinship, recused themselves voluntarily from the discussion and voting on this matter. The proposal was passed as proposed by all the remaining (independent) directors attending the meeting.
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The third proposal for the year-end bonus to the managerial officers of the Company was discussed in the fifth meeting of the 25th Board of Directors. Chairman Ching-Yuan Wu and Vice Chairman Hui-Ting Wu, who are the relative of the Executive Assistant General Manager within the second degree of kinship, recused themselves voluntarily from the discussion and voting on this matter. The proposal was passed as proposed by all the remaining (independent) directors attending the meeting.
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For Proposal 5, discussed at the 5th meeting of the 25th Board of Directors, regarding the approval of annual bonuses for the chairman and vice chairman of the board in 2025, Chairman Ching-Yuan Wu and Vice Chairman Hui-Ting Wu recused themselves from the discussion and voting on this matter according to Company policies. The remaining independent directors present unanimously approved the proposal.
III. Information on the cycle, period, scope, method, and content of the Board of Directors' self-evaluation (peer evaluation): Please refer to implementation of the board evaluation for 2025 section on Page 50 in this annual report.
IV. Enhancement of the function of the Board of Directors in the current and the most recent year (e.g. establishment of the Audit Committee, improvement of information transparency, etc.) and the evaluation thereof:
The Company has established the "Rules and Procedures of Board of Directors Meetings" pursuant to the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies," and has held board meetings, followed the rules of procedure, recorded
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the whole meeting and prepared meeting minutes in details in accordance with the Rules and Procedures of Board of Directors Meetings. In addition, all board meeting resolutions are published on the Company's website and in the annual report for shareholders' reference. All information is fully and transparently presented. Since 2020, the Company has conducted regular self- and peer-evaluations for the Board of Directors and individual directors according to regulations and has reported the evaluation results to the competent authorities.
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(III)Operation of the Audit Committee
Audit Committee
The Audit Committee of the Company is composed of 4 independent directors. The function of the Audit Committee is to assist the Board of Directors in the implementation of monitoring the quality and integrity of accounting, audit, financial report procedure and financial control.
The Audit Committee operates mainly for the purpose of overseeing the following matters pursuant to the Company's "Rules of Audit Committee":
I. Fair presentation of the Company's financial statements.
II. Appointment (dismissal) of CPAs, and evaluation of their independence and performance.
III. Effective implementation of the Company's internal control system.
IV. The Company's compliance with the relevant regulations and rules.
V. Control over the Company's existing or potential risks.
The focus of the Audit Committee's annual work in 2025 up to the publication date of this annual report is described as follows:
| Item/Year | Q1 | Q2 | Q3 | Q4 |
|---|---|---|---|---|
| I. Establishment or amendment of the Company's internal control system pursuant to Article 14-1 of the Securities and Exchange Act | Amendment to the Company's "Internal Control System" | Audit plan. | ||
| II. Evaluation of the effectiveness of the internal control system | 1. Evaluation of the effectiveness of the internal control system | |||
| 2. Declaration of internal control self-evaluation | ||||
| III. Establishment or amendment of the procedures for handling major financial and business activities in accordance with Article 36-1 of the Securities and Exchange Act, including the acquisition and disposal of assets, derivatives trading, loan | (None) | (None) | (None) | (None) |
| Item/Year | Q1 | Q2 | Q3 | Q4 |
|---|---|---|---|---|
| of funds to others, and providing endorsement/guarantees to others | ||||
| IV. Matters involving directors’ personal interests | (None) | (None) | (None) | (None) |
| V. Major transactions of assets or derivatives trading | (None) | Proposal regarding INA Energy Corporation's lease of a land lot at the Pingtung Laopi Tea Farm and its application for a royalty adjustment due to changes to the environmental impact assessment regulations. | (None) | |
| VI. Major loans, endorsements or guarantees | (None) | (None) | (None) | (None) |
| VII. Offering, issuance, or private placement of equity securities | (None) | (None) | (None) | (None) |
| VIII. Appointment or dismissal of, or remuneration to CPAs and their independence and competency | 1. Compensation to the appointed CPAs and their independence and competency | |||
| 2. Establish the procedures for pre-approval of non-assurance services provided by audit firms | 1. Proposal for change of the Company's CPAs (Compensation to the appointed CPAs and their independence and competency) | |||
| IX. Appointment/dismissal of chief financial or accounting officers, or chief internal auditors | (None) | (None) | (None) | (None) |
| X. Annual financial statements signed by or affixed with the seal of the Chairman, managerial officers and chief accounting officer and Q2 financial statements audited by CPAs | 1. Business report and separate financial statements | |||
| 2. Earnings distribution and loss | Q1 financial statements | Q2 financial statements | Q3 financial statements |
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| Item/Year | Q1 | Q2 | Q3 | Q4 |
|---|---|---|---|---|
| reimbursement | ||||
| XI. Other material matters specified by the Company or competent authorities | 1. Internal audit business report | |||
| 2. The implementation status of the Company’s risk management in the previous year | Internal audit business report | Internal audit business report | Internal audit business report |
The 3rd and 4th Audit Committees held a total of 9 (A) meetings from January 1, 2025 up to the publication date of this annual report. The attendance of the members is described below:
01.01.2025 - 04.10.2026
| Title | Name | Actual attendance (B) | Proxy attendance | Actual attendance rate (%) (B/A) (Note) | Remarks |
|---|---|---|---|---|---|
| Audit Member | Sheng-Tsheng Lee | 7 | 1 | 88% | Re-election on 2025.06.18 (Reelected) |
| Audit Member | Chung-Ho Sung | 5 | 3 | 63% | Re-election on 2025.06.18 (Reelected) |
| Audit Member | Li-Chi Yeh | 8 | 0 | 100% | Re-election on 2025.06.18 (Reelected) |
| Audit Member | Shen-Lung Wang | 8 | 0 | 100% | Re-election on 2025.06.18 (Reelected) |
Note 1: If any independent director resigns prior to the end of a financial year, the date of resignation shall be specified in the Remarks field. The actual attendance rate (%) of the independent director is calculated based on the number of Audit Committee meetings held and the number of his/her actual attendance during his/her term of service.
Note 2: If a re-election of independent directors takes place prior to the end of a financial year, the newly-elected and former independent directors shall be listed, and the Company shall specify in the Remarks field whether the independent directors are former, newly elected, or reelected, as well as the date of the re-election. The actual attendance rate (%) is calculated based on the number of Audit Committee meetings held during the term of service of the independent director and the number of his/her actual attendance.
Other particulars:
I. Where the operations of the Audit Committee meet any of the following circumstances, the meeting date and the session, contents of proposals, objections or reservations or important suggestions raised by independent directors, resolutions made by the Audit Committee, and the actions taken shall be specified: (Refer to the following table.)
(I) The matters referred to in Article 14-5 of the Securities and Exchange Act.
(II) In addition to the matters mentioned above, any resolution approved by more than two-thirds of all the directors but not approved by the Audit Committee: None.
| Audit Committee | Proposal and follow-up actions | Matters specified in Article 14-5 of the Securities and Exchange Act | Any resolution approved by more than two-thirds of all the directors but not approved by the Audit member in addition to the matters mentioned above |
|---|---|---|---|
| 3rd Audit Committee 18th meeting | 1. Proposal of the Company's 2025 business plan and budgets. | Nil | |
| Audit Committee’s resolution: Passed as proposed at the 18th meeting on January 13, 2025 and submitted to the Board of Directors for review. | |||
| The Company’s action on the Audit Committee’s opinions: Passed as proposed by the Board of Directors. | |||
| 3rd Audit Committee 19th meeting | 1. Proposal for the 2024 business report and separate financial statements. | ☑ | Nil |
| 2. Proposal for earnings distribution and loss reimbursement for 2024. | ☑ | Nil | |
| 3. Proposal for the compensation and annual independence and competency review of the Company’s CPAs. | ☑ | Nil | |
| 4. Proposal for the Company’s “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2024. | ☑ | Nil | |
| Audit Committee’s resolution: Passed as proposed at the 19th meeting on March 13, 2025 and submitted to the Board of Directors for review. | |||
| The Company’s action on the Audit Committee’s opinions: Passed as proposed by the Board of Directors. | |||
| 3rd Audit Committee 20th meeting | 1. Proposal for the report of the Company’s 2025 Q1 separate financial statements. | ||
| 2. Proposal regarding INA Energy Corporation's lease of a land lot at the Pingtung Laopi Tea Farm and its application for a royalty adjustment due to changes to the environmental impact | ☑ | Nil |
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| Audit Committee | Proposal and follow-up actions | Matters specified in Article 14-5 of the Securities and Exchange Act | Any resolution approved by more than two-thirds of all the directors but not approved by the Audit member in addition to the matters mentioned above |
|---|---|---|---|
| assessment regulations. | |||
| Audit Committee's resolution: Passed as proposed at the 20th meeting on May 12, 2026 and submitted to the Board of Directors for review. | |||
| 4th Audit Committee 1st meeting | 1. Proposal for change of the Company's CPAs. | ☑ | Nil |
| Audit Committee's resolution: Passed as proposed at the 1st meeting on June 30, 2025 and submitted to the Board of Directors for review. | |||
| 4th Audit Committee 2nd meeting | 1. Proposal for the report of the Company’s 2025 Q2 separate financial statements. | ||
| 2. Proposal for partial amendments to the Company's "Internal Control System". | ☑ | Nil | |
| Audit Committee's resolution: Passed as proposed at the 2nd meeting on August 11, 2025 and submitted to the Board of Directors for review. | |||
| 4th Audit Committee 3rd meeting | 1. Proposal for the report of the Company’s 2025 Q3 separate financial statements. | ||
| 2. Proposal for the Company’s 2026 audit plan. | ☑ | Nil | |
| Audit Committee's resolution: Passed as proposed at the 3rd meeting on November 12, 2025 and submitted to the Board of Directors for review. | |||
| 4th Audit Committee 4th meeting | 1. Proposal for implementation of the Company’s risk management in 2025. | ☑ | Nil |
| Audit Committee's resolution: Passed as proposed at the 4th meeting on January 30, 2026 and submitted to the Board of Directors for review. | |||
| 4th Audit Committee 5th meeting | 1. Proposal for the 2025 business report and separate financial statements. | ☑ | Nil |
| 2. Proposal for earnings distribution and loss reimbursement for 2025. | ☑ | Nil | |
| 3. Proposal for the Company’s “Effectiveness evaluation of the | ☑ | Nil |
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II. For independent directors' recusal from proposals involving any conflict of interest, the name of the independent director concerned, contents of the proposals, the reason of the recusal, and the independent director's participation in the voting shall be specified: None.
III. Communication of independent directors with the chief internal auditor and CPAs (including important matters, methods and results with respect to communication regarding the Company's financial and business statuses): Refer to the following table for details. The Company's chief internal auditor makes a report to independent directors on a quarterly basis and participates in every Audit Committee meeting to make an internal audit report and provide audit results in the quarter for the independent directors to understand the Company's operational status. The chief internal auditor and CPAs are invited to the Audit Committee meetings held every year and every six months to discuss about issues relevant to financial statements, audits, and corporate governance best practice principles in order to sign the independent directors' review report.
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Independent directors and the chief internal auditor shall make a report regarding the Company's internal audit implementation and internal control operation at a regular meeting that shall be held at least once per quarter. A meeting may be held at any time in case of material irregularities. In addition, audit reports shall be delivered to the independent directors via e-mail on an irregular basis. Communications and results
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| Date | Attendee | Communication of independent directors with the internal auditor | Result |
|---|---|---|---|
| 2025/01/13 | All independent director | Audit report for December via e-mail | Acknowledged with no further comments |
| 2025/01/13 | Independent directors Sheng-Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh, Shen-Lung Wang | ||
| Section Manager of Audit Office | |||
| Tzu-Chien Chen | Chief internal auditor's report on the audit implementation during November and December 2024 | Acknowledged with no further comments | |
| 2025/03/3 | All independent director | Audit report for January via e-mail | Acknowledged with no further comments |
| 2025/03/6 | All independent director | Audit report for February via e-mail | Acknowledged with no further comments |
| 2025/03/13 | Independent directors Sheng-Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh, Shen-Lung Wang | ||
| Section Manager of Audit Office | |||
| Tzu-Chien Chen | Review of the “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2024 | Approved and submitted to the Board of Directors for resolution | |
| 2025/04/09 | All independent director | Audit report for March via e-mail | Acknowledged with no further comments |
| 2025/05/09 | All independent director | Audit report for April via e-mail | Acknowledged with no further comments |
| 2025/05/12 | Independent directors Sheng-Tsheng Lee, Chung-Ho Sung (Sheng-Tsheng Lee as proxy), Li-Chi Yeh, Shen-Lung Wang | ||
| Section Manager of Audit Office | |||
| Tzu-Chien Chen | Pre-meeting and chief internal auditor’s report on the audit implementation during January to April 2025 | Acknowledged with no further comments | |
| 2025/06/09 | All independent director | Audit report for May via e-mail | Acknowledged with no further comments |
| 2025/07/11 | All independent director | Audit report for June via e-mail | Acknowledged with no further comments |
| 2025/08/08 | All independent director | Audit report for July via e-mail | Acknowledged with no further comments |
| 2025/08/11 | Independent directors Sheng-Tsheng Lee, Chung-Ho Sung (Li-Chi Yeh as proxy), Li-Chi Yeh, Shen-Lung Wang | ||
| Section Manager of Audit Office | |||
| Tzu-Chien Chen | Pre-meeting and chief internal auditor’s report on the audit implementation during May to July 2025 | Acknowledged with no further comments | |
| 2025/09/16 | All independent director | Audit report for August via e-mail | Acknowledged with no further comments |
| 2025/10/15 | All independent director | Audit report for September via e-mail | Acknowledged with no further comments |
| 2025/11/12 | All independent director | Audit report for October via e-mail | Acknowledged with no further comments |
| 2025/11/12 | Independent directors Sheng-Tsheng Lee (Chung-Ho Sung as proxy), Chung-Ho Sung, Li-Chi Yeh, Shen-Lung Wang | ||
| Section Manager of Audit Office | |||
| Tzu-Chien Chen | Pre-meeting, review of the 2026 audit plan, and chief internal auditor's report on the audit implementation during August to October 2025 | Approved and submitted to the Board of Directors for resolution | |
| 2025/12/17 | All independent director | Audit report for November via e-mail | Acknowledged with no further comments |
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At least once a quarter, the CPAs shall make a report with respect to the audit or review of the Company and its subsidiaries' financial statements, and fully communicate with the Company's independent directors any effects caused by amendment of laws and regulations on the statement of accounts. A meeting may be held at any time in case of material irregularities.
| Date | Attendee | Communication of independent directors with CPAs | Communication results |
|---|---|---|---|
| 2025/03/13 | Independent Director | ||
| Sheng-Tsheng Lee | |||
| Independent Director | |||
| Chung-Ho Sung | |||
| Independent Director Li-Chi Yeh | |||
| Independent Director | |||
| Shen-Lung Wang, CPA | |||
| Chih-Ming Chang | I. CPAs’ explanation and discussion about the audit matters for the 2024 separate financial statements: | ||
| 1. Independence of CPAs | |||
| 2. Contents of the letter of representation | |||
| 3. Significant risks | |||
| 4. Implementation and results of internal control tests | |||
| 5. Relationship and transaction with related parties | |||
| 6. Key audit matters | |||
| 7. Audit differences identified in the audit | |||
| 8. CPAs’ audit opinions to be issued in 2024 | |||
| II. Updates of securities and exchange laws and regulations | |||
| III. Updates of taxation laws and regulations | |||
| IV. Introduction of the amended 12th Corporate Governance Evaluation System | No further comments | ||
| 2025/05/12 | Independent Director | ||
| Sheng-Tsheng Lee | |||
| Independent Director | |||
| Chung-Ho Sung | |||
| (Independent Director | |||
| Sheng-Tsheng Lee as proxy) | |||
| Independent Director Li-Chi Yeh | |||
| Independent Director | |||
| Shen-Lung Wang | |||
| CPA Chih-Ming Chang | I. CPAs’ explanation and discussion about the review matters for the 2025 Q1 separate financial statements | ||
| II. Updates of securities and exchange laws and regulations | |||
| III. Updates of taxation laws and regulations | |||
| IV. Updates of IFRSs | |||
| V. Latest Developments in Sustainability Disclosure Standards | No further comments | ||
| 2025/08/11 | Independent Director | ||
| Sheng-Tsheng Lee | |||
| Independent Director | |||
| Chung-Ho Sung | |||
| (Independent Director Li-Chi Yeh as proxy) | |||
| Independent Director Li-Chi Yeh | |||
| Independent Director | |||
| Shen-Lung Wang | |||
| CPA Hsin-Ting Huang | I. CPAs’ explanation and discussion about the review matters for the 2025 Q2 separate financial statements | ||
| 1. Ethics and independence | |||
| 2. Quality control system of the CPA firm | |||
| 3. Type of review results issued | |||
| 4. Scope of review | |||
| 5. Audit findings | |||
| 6. Updates of major accounting standards or interpretations, securities and exchange laws and regulations, and taxation laws and | No further comments |
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| Date | Attendee | Communication of independent directors with CPAs | Communication results |
|---|---|---|---|
| regulations | |||
| 2025/11/12 | Independent Director | ||
| Sheng-Tsheng Lee | |||
| (Independent Director | |||
| Chung-He Sung as proxy) | |||
| Independent Director | |||
| Chung-Ho Sung | |||
| Independent Director Li-Chi Yeh | |||
| Independent Director | |||
| Shen-Lung Wang | |||
| CPA Hsin-Ting Huang | I. CPAs’ explanation and discussion about the review matters for the 2025 Q3 separate financial statements | ||
| 1. Ethics and independence | |||
| 2. Quality control system of the CPA firm | |||
| 3. Type of review results issued | |||
| 4. Scope of review | |||
| 5. Audit findings | |||
| 6. Updates of major accounting standards or interpretations, securities and exchange laws and regulations, and taxation laws and regulations | No further comments | ||
| 2026/03/09 | Independent Director | ||
| Sheng-Tsheng Lee | |||
| Independent Director | |||
| Chung-Ho Sung | |||
| (Independent Director | |||
| Sheng-Tsheng Lee as proxy) | |||
| Independent Director Li-Chi Yeh | |||
| Independent Director | |||
| Shen-Lung Wang | |||
| CPA Hsin-Ting Huang | I. CPAs’ explanation and discussion about the audit matters for the 2025 separate financial statements: | ||
| 1. Ethics and independence | |||
| 2. Quality control system of the CPA firm | |||
| 3. Auditors’ responsibilities for the audit of the financial statements | |||
| 4. Type of review results issued | |||
| 5. Key audit matters for 2025 | |||
| 6. Audit findings | |||
| 7. Updates of major accounting standards or interpretations, securities and exchange laws and regulations, and taxation laws and regulations | No further comments |
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(IV) Implementation of corporate governance, differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof
| Item | Operation Status (Note) | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| I. Does the Company establish and disclose its corporate governance principles pursuant to the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and disclose them? | V | (I) We established the corporate governance principles based on the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” and the principles were adopted at the 11th meeting of the 17th Board of Directors. The provisions of the principles were subsequently amended pursuant to the letters of the Taiwan Stock Exchange Corporation. | ||
| (II) The Company disclosed the “Corporate Governance Best Practice Principles” on the Market Observation Post System and the Company's website. | No difference | |||
| The Company resolved to amend the Corporate Governance Best Practice Principles at the 19th meeting of the 22nd Board of Directors held on June 13, 2019, and at the 20th meeting of the 24th Board of Directors held on November 12, 2024. | ||||
| II. Shareholding structure and shareholders’ equity | ||||
| (I) Does the Company have an internal procedure in place and handle shareholders’ suggestions, doubts, disputes, and lawsuits accordingly? | V | (I) For the method of handling shareholders’ suggestions, doubts or disputes, in addition to a spokesperson appointed to accept the suggestions from the shareholders or explain their doubts, the personnel of the Stock Affairs Section also spares no effort to provide satisfying answers in words or in writing after | No difference |
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| Item | Operation Status (Note) | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (II) Does the Company have a list of major shareholders who actually control the Company and the persons who have ultimate control over the major shareholders? | V | understanding and reviewing the shareholders’ suggestions or doubts. | ||
| (II) The Company has always kept an eye on the increase/decrease in directors’ shareholding and the changes in mortgages, entered specific information into the designated information reporting website for public disclosure in accordance with regulations, and been familiar with the list of major shareholders and their shareholding when closing accounts every month or on the ex-rights date. | No difference | |||
| (III) Has the Company established and implemented a risk control and a firewall mechanism between itself and affiliates? | V | (III) The Company and each of the affiliates operate separately, and hence each company has its own internal control system. We have established and implemented subsidiary management regulations. Therefore, we have followed laws and regulations to conduct risk assessment and establish appropriate firewall mechanisms between the Company and the affiliates. | No difference | |
| The Company has had no subsidiaries since December 18, 2017. | ||||
| (IV) Does the Company have internal regulations to prohibit insiders of the Company from using undisclosed information in | V | (IV) The “Insider Trading Prevention Regulations” and “Code of Ethical Conduct for Directors and Managerial Officers” have | No difference | |
| The Company has disclosed on the website details regarding |
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Note: No matter whether the “Yes” or “No” box is checked, the implementation shall be described in the Summary field.
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CPA Independence Assessment Procedure
Company: Taiwan Tea Corporation
Accounting period: 01/01/2025 ~ 12/31/2025
Description
- The CPA independence assessment procedure is established based on the Certified Public Accountant Act, the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and the Statements on Auditing Standards.
- According to the Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 "Integrity, Objectivity and Independence," the relevant terms are defined as follows:
Financial interests: Refer to equity securities or other securities, corporate bonds, loans, other debt instruments, or interests, including the rights thereof and any benefits and obligations derived therefrom.
Direct financial interests:
- Financial interests directly owned by an individual, corporate or firm, or over which the individual, corporate or firm has control.
- Financial interests gained by an individual, corporate or firm through mutual investments with others, and the individual, corporate or firm has control over the mutual investments.
Indirect financial interests: Financial interests gained by an individual, corporate or firm through mutual investments with others, and the individual, corporate or firm has no control over the mutual investments.
Family: refers to the spouse (domestic partner) and minor children.
Relative: Refers to direct relatives by blood, direct relatives by marriage, and brothers and sisters.
| CPA Independence Assessment Procedure | Compliance with requirements | ||
|---|---|---|---|
| Yes | No | ||
| 1. | Financial interests | ||
| (1) Do the members of the audit team of the CPA firm and their family have direct financial interests or significant indirect financial interests in the Company? | |||
| (2) Do other partners of the CPA firm and their family have direct financial interests or significant indirect financial interests in the Company? | |||
| (3) Do the CPA firm and its affiliated companies have direct financial interests or significant indirect financial interests in the Company? | v | ||
| Conclusion: None of the said circumstances are found during the assessment. |
| CPA Independence Assessment Procedure | Compliance with requirements |
|---|---|
| Yes | |
| 2. | Financing and guarantees (applying to non-financial industries) |
| Is there mutual financing or guarantee activities between the Company and the firm, its affiliated companies and the members of its audit team? | |
| Conclusion: None of the said circumstances are found during the assessment. | |
| 3. | Business relationship |
| (1) Is there close business relationships between the firm, its affiliated companies and the members of its audit team and the Company or the directors, supervisors and managerial officers thereof? Such relationships include: | |
| ■ A strategic alliance in which there are material interests between the firm and the Company or any shareholder, director, supervisor or managerial officer thereof who has control over the Company. | v |
| ■ An alliance formed to mutually market the services or products of the firm or its affiliated companies and the services or products offered by the Company. | |
| ■ A relationship in which the firm or its affiliated companies and the Company mutually promote or sell the products or services of the other party to gain profits. | |
| (2) Does the Company sell goods or provide services to the firm, its affiliated companies, or the members of its audit team within the scope of normal business activities? | |
| Conclusion: None of the said circumstances are found during the assessment. | |
| 4. | Family and personal relationships |
| (1) Do the family of the audit team members serve as a director, supervisor, or managerial officer of the Company or serve in a post where they may exert direct and significant influence on audit engagement, or have they been in the aforesaid positions during the audit period? | |
| (2) Do the relatives of the audit team members serve as a director, supervisor, or managerial officer of the Company or serve in a post where they may exert direct and significant influence on audit engagement, or have they been in the aforesaid positions during the audit period? | v |
| Conclusion: None of the said circumstances are found during the assessment. | |
| 5. | Employment relationship |
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| CPA Independence Assessment Procedure | Compliance with requirements | ||
|---|---|---|---|
| Yes | No | ||
| (1) Does the firm or any of its audit team members serve as a director, supervisor, or managerial officer of the Company or serve in a post where the firm or the member may exert direct and significant influence on audit engagement? | |||
| (2) If any member of the audit team, CPA or former CPA of the firm is employed by the Company, please assess the influence of the following factors on the independence of the CPA: | |||
| ■ The post in which he/she serves in the Company. | |||
| ■ The period between the date of resignation from the firm and the date of employment in the Company. | |||
| ■ The importance of the post in which he/she served in the firm. | |||
| (3) Is there any member of the audit team who is known to be employed by the Company? | |||
| (4) Do the CPAs or employees of the CPA firm or its affiliated companies serve as a director, supervisor, managerial officer of the Company or serve in an equivalent post? | v | ||
| Conclusion: None of the said circumstances are found during the assessment. | |||
| 6. | Gift, endowment, and preferential treatment | ||
| Does the Company provide gifts, endowments or preferential treatment that are not valuable to the members of the audit team in accordance with accepted social customs or business customs without any purpose or intention of influencing professional decisions or obtaining confidential information? | v | ||
| Conclusion: There is no abnormal circumstance found during the assessment. | |||
| 7. | Job rotation for CPAs | ||
| Does the CPA serve as an engagement partner of the Company for less than seven years? Is the CPA reappointed as the engagement partner after at least 2 years following a job rotation? | v | ||
| Conclusion: None of the said circumstances are found during the assessment. | |||
| 8. | Non-audit service | ||
| Does the Company ask the CPA about the details of non-audit services he/she provides for the Company and about the influence thereof on his/her independence? | v | ||
| Conclusion: None of the said circumstances are found during the |
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Note 1 Standards for CPA Independence Assessment
| Item | Assessment Results | Comply with independence status? |
|---|---|---|
| 1. Does the CPA have a direct or significantly indirect financial interest relationship with the Company? | No | Yes |
| 2. Does the CPA have any loans or guarantees with the Company or the directors of the Company? | No | Yes |
| 3. Does the CPA have a close business relationship and potential employment relationship with the Company? | No | Yes |
| 4. Has the CPA or his/her audit team members served as directors or managerial officer of the Company or have a significant impact on the audit work presently or in the last two years? | No | Yes |
| 5. Has the CPA ever provided the Company with non-audit service items that may directly affect the audit work? | No | Yes |
| 6. Has the CPA ever traded in stocks or other securities issued by the Company? | No | Yes |
| 7. Has the CPA served as the defender of the Company or represented the Company to arbitrate conflicts with other third parties? | No | Yes |
| 8. Is the CPA related to the Company’s directors, managerial officer, or persons who have significant influence on the audit case? | No | Yes |
| 9. Has the CPA provided and reported Audit Quality Indicators (AQIs) to the Company's Audit Committee, and has the Company used these indicators to evaluate the CPA's competence? | Yes | Yes |
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Taiwan Tea Corporation
CPA competency assessment report
| Dimension of assessment | Assessment indicator | Yes | No | Description of assessment |
|---|---|---|---|---|
| Professionalism | 1.1 CPA firm staff’s experience of audit: Do the senior audit personnel have enough experience of audit to carry out the audit work? | ☑ | ☐ | Regarding the audit team, including the CPAs, EQCRs and senior audit personnel, of KPMG, a Taiwan partnership (hereinafter referred to as “KPMG”) for the Company’s financial statements, their years of audit service, educational background and audit experience are adequate for the audit of our financial statements. The average years of service of the CPAs, EQCRs and the supervisors at the level of manager or higher are 11.6 years, 13.8 years and 10.9 years, respectively. |
| 1.2 Training hours of the CPA firm: Do the CPAs and senior audit personnel receive enough educational training every year to acquire professional knowledge and skills on a continuous basis? | ☑ | ☐ | KPMG requires audit personnel at all levels to complete a certain number of training hours annually. In 2024, the average training hours for CPAs and senior audit personnel were 114.3 and 122.1 hours, respectively. | |
| 1.3 Turnover rate of the CPA firm: Does the CPA firm maintain enough human resources with an adequate level of seniority? | ☑ | ☐ | In 2024, the average turnover rate of KPMG's manager personnel was 13.6%, higher than the industry average of 9.8%. However, this did not impact audit operations, indicating that staffing levels remained adequate. | |
| 1.4 Professional support of the CPA firm: Does the CPA firm have enough professional | ☑ | ☐ | In 2024, KPMG dispatched professional personnel to support the audit unit; the percentage of such support was 6.1%, exceeding the industry average of 5.3%. |
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| Dimension of assessment | Assessment indicator | Yes | No | Description of assessment |
|---|---|---|---|---|
| staff (e.g. evaluation personnel) to support the audit team? | ||||
| Quality control | 2.1 Workload of the CPAs: Do the CPAs have a workload that is appropriate and not excessive? | ☑ | The lead CPA, Shih-Chin Chi, serves as the lead CPA for an average of 7.6 public companies, and the time of engagement accounts for 50.8% of the available working hours. This was comparable to the industry average of 7.2 companies and 56.6% time allocation, and was considered reasonable. | |
| 2.2 Engagement of the CPA firm in the audit process: Are the members of the CPA firm’s audit team appropriately engaging in each audit phase? | ☑ | The engagement hours of the KPMG audit team was made up of 34.3% in the audit planning phase and 65.7% in the implementation phase, which was reasonable in comparison with the percentage of 42.7% and 57.3% in these phases, respectively. | ||
| 2.3 Review by the engagement quality control reviewer (EQCR): Does the EQCR spend enough hours in the review of the audit case? | ☑ | EQCR's review hour accounted for 1.2%, roughly equivalent to the industry average of 1.27%, and was considered reasonable. | ||
| 2.4 Support capacity of the CPA firm: Does the CPA firm have enough human resources for quality control to support the audit team? | ☑ | The number of KPMG’s quality control personnel is approximately 54.6, and the proportion of the personnel supporting the audit department is 3.6%, which is comparable to the industry average of 63 and 3.8%, respectively. | ||
| 2.2.1 | 3.1 Non-audit fees: | ☑ | The fees of the non-audit services provided by |
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| Dimension of assessment | Assessment indicator | Yes | No | Description of assessment |
|---|---|---|---|---|
| inspection and the punishment thereof: Does the CPA firm control the quality and audit the case as per the relevant laws, regulations and standards? | According to the inspection conducted by the Financial Supervisory Commission, the average number of quality control defects and audit case defects over the last three inspections were as follows. | |||
| Inspection conducted by the Financial Supervisory Commission | 2023 | 2020 | 2017 | |
| Quality control defects | 1 | 1 | 2 | |
| Industry average | 0~1 | 0~4 | 0~2 | |
| Average audit case defects (Total defects/sampled cases) | 1.0 (7/7) | 1.0 (9/9) | 2.0 (4/2) | |
| Industry average | 0.11~1.0 | 0~1.38 | 0~2 | |
| 4.2 Letters from the competent authority for improvements: Does the firm control the quality and audit the case as per the relevant laws, regulations and standards, with no letters asking for improvements received from the competent authority? | ☑ | KPMG received letters requesting improvements from the competent authority in the past 3 years, as shown in the table below. | ||
| Ratio of improvement letters for Defects from the competent authority | 2024 | 2023 | 2022 | |
| CPA firm | 0% | 0.52% | 0.8% | |
| Industry average | 0%~0.33% | 0%~0.52% | 0%~1% |
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II. Innovative audit tools
KPMG has introduced KPMG Clara Workflow, a global digital audit platform that, combined with risk-oriented audit tools, provides real-time operational risk monitoring and highlights key areas of concern. The platform integrates KPMG's global knowledge and standard audit procedures to strengthen the audit process for consistent operations and quality control.
III. Process digitization
In response to market changes, KPMG has actively pushed for audit digitization, implementing FileEx and automating financial statement and information reconciliation to enhance efficiency and accuracy. Enhance information security and sustainability as key objectives by replacing repetitive tasks with RPA. The data analysis tool has been localized to strengthen audits of the general ledger, revenue, and identify abnormal transactions to improve the quality of the audit judgments. |
- The above evaluation indicators were developed with reference to the Guidelines on Audit Quality Indicator (AQI) issued by the Financial Supervisory Commission.
Resolution: All attending directors and independent directors passed the proposal on the independence and competency assessment for CPAs without objections at the 2nd meeting of the 25th Board of Directors on June 30, 2025.
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VIII. (V) The Company shall inform the companies of directors and supervisors of any updates of regulations related to corporate governance and the governance training courses for the directors and supervisors.
(1) Continuing education of directors (independent directors) from 2025 up to April 10, 2026
| Title | Name | Course date | Organizing Unit | Name of course | Number of hours |
|---|---|---|---|---|---|
| Director representative of juridical person | Ching-Yuan Wu | 2025.11.26 | Taiwan Corporate Governance Association | Common Fraud Risks in Procurement and Sales Activities | 3HR |
| Director representative of juridical person | Ching-Yuan Wu | 2025.05.14 | Taiwan Corporate Governance Association | Carbon is Connected: Discussing Carbon Fees, Carbon Taxes, Carbon Rights, and Carbon Trading | 3HR |
| Director representative of juridical person | Hui-Ting Wu | 2025.12.19 | Taiwan Corporate Governance Association | International Trends and Experience Sharing of Ethical Corporate Management and Senior Executive Accountability Systems | 3HR |
| Director representative of juridical person | Hui-Ting Wu | 2025.11.26 | Taiwan Corporate Governance Association | Common Fraud Risks in Procurement and Sales Activities | 3HR |
| Director representative of juridical person | Hui-Ting Wu | 2025.10.28 | Taiwan Corporate Governance Association | Board of Directors and Corporate Governance Practices | 3HR |
| Director representative of juridical person | Hui-Ting Wu | 2025.10.13 | Taiwan Institute of Directors | Connections? No connections? Find connections - IAS 24 Reveal of Related Parties | 3HR |
| Director representative of juridical person | Yu-Chang Huang | 2025.11.26 | Taiwan Corporate Governance Association | Common Fraud Risks in Procurement and Sales Activities | 3HR |
| Director representative of juridical person | Yu-Chang Huang | 2025.05.14 | Taiwan Corporate Governance Association | Carbon is Connected: Discussing Carbon Fees, Carbon Taxes, Carbon Rights, and Carbon Trading | 3HR |
| Director representative of juridical person | Chun-Houei Hsieh | 2025.11.04 | Taiwan Corporate Governance Association | Legal Responsibility of Directors and Disclosure of Material Information by Companies: A Review of Court Judgments | 3HR |
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| Title | Name | Course date | Organizing Unit | Name of course | Number of hours |
|---|---|---|---|---|---|
| Director representative of juridical person | Chun-Houei Hsieh | 2025.12.05 | Taiwan Corporate Governance Association | Legal Liability Analysis for Misleading Sustainability Information Disclosure (Greenwashing) | 3HR |
| Director representative of juridical person | Wei-Lin Shao | 2026.03.20 | Taiwan Corporate Governance Association | Analysis of Cases on Disputes and Defenses over Management Rights | 3HR |
| Director representative of juridical person | Wei-Lin Shao | 2025.09.05 | Taiwan Corporate Governance Association | Corporate Governance - Fintech through the Lens of Stablecoins: Practice and Future of the Blockchain | 3HR |
| Director representative of juridical person | Wei-Lin Shao | 2025.10.28 | Taiwan Corporate Governance Association | Board of Directors and Corporate Governance Practices | 3HR |
| Independent director | Sheng-Tsheng Lee | 2025.09.12 | Securities and Futures Institute | Senior Management - Fair Treatment Principles in the Financial Services Industry (Including Accessible Financial Services and CRPD) | 2HR |
| Independent director | Sheng-Tsheng Lee | 2025.08.12 | Taiwan Corporate Governance Association | How Can Enterprises Optimize Innovative Intellectual Property Management and Link It to Sustainable Governance in the Face of the Digital Trend? | 3HR |
| Independent director | Sheng-Tsheng Lee | 2025.07.18 | Securities and Futures Institute | Practical Analysis of Illegal Conduct and Sexual Harassment at the Workplace | 2HR |
| Independent director | Sheng-Tsheng Lee | 2025.05.23 | Securities and Futures Institute | A Deep Dive into the Bank's Information Security Strategy from an ESG Point of View | 3HR |
| Independent director | Sheng-Tsheng Lee | 2025.04.15 | Taiwan Investor Relations Institute | Future-oriented Strategic Planning | 3HR |
| Independent director | Sheng-Tsheng Lee | 2025.04.15 | Taiwan Investor Relations Institute | Senior Management Workshop on Anti-Money Laundering and Counter-Terrorism Financing | 2HR |
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(2) Participation of managerial officers in continuing education and training courses related to corporate governance from 2025 up to April 10, 2026:
| Title | Name | Course date | Organizer | Name of course | Number of hours |
|---|---|---|---|---|---|
| Corporate governance officer | Li-Chuan Kao | 2025.05.16 | Taiwan Corporate Governance Association | Governance and Management of Cybersecurity in the Geopolitical Landscape | 3HR |
| Corporate governance officer | Li-Chuan Kao | 2025.05.23 | Taiwan Corporate Governance Association | [Professional Course for Corporate Governance Officers]: Duties and Roles of a Corporate Governance Officer | 3HR |
| Corporate governance officer | Li-Chuan Kao | 2025.06.13 | Taiwan Corporate Governance Association | Trump 2.0: Corporate Strategies for Global Tax Reforms and Supply Chain Reorganization. | 3HR |
| Corporate governance officer | Li-Chuan Kao | 2025.07.11 | Taiwan Corporate Governance Association | The Miracle of Nvidia’s Three Trillion Empire: The Semiconductor Industry Revolution Behind Artificial Intelligence. Trends in Applications and Governance of Generative AI | 3HR |
| Executive Assistant General Manager | Hui-Hsin Wu | 2025.08.04 | Department of Public Health, Taoyuan City Government | Educational Training on Food Safety and Health | 4HR |
| Executive Assistant General Manager | Hui-Hsin Wu | 2025.12.24 | Food Safety International (FSI) | Food Safety Course of the Food and Drug Administration | 4HR |
| Internal Audit Manager | Tzu-Chien Chen | 2025.09.11 | The Institute of Internal Auditors - Chinese Taiwan | Key Elements and Audit Priorities for Establishing an Internal Control System of Sustainable Information Management | 6HR |
| Internal Audit Manager | Tzu-Chien Chen | 2025.11.27 | The Institute of Internal Auditors - Chinese Taiwan | Information Business Audit Practice Workshop | 6HR |
| Audit agent | Yan-Chiu Lin | 2025.10.30 | The Institute of Internal Auditors - Chinese Taiwan | Auditing Ethics and Professional Choices in the Age of AI: Technological Risks, Ethical Dilemmas and New Governance Challenges | 6HR |
| Audit agent | Yan-Chiu Lin | 2025.12.17 | The Institute of Internal | Audit Practice Discussion | 6HR |
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| Title | Name | Course date | Organizer | Name of course | Number of hours |
|---|---|---|---|---|---|
| Lin | Auditors - Chinese Taiwan | on the Preparation of Annual Business Plans and Budgets | |||
| Financial/accounting officer | Ya-Fan Hsu | 2025.11.20 ~21 | Accounting Research and Development Foundation | Continuing Education Course for Chief Accounting Officers at Issuers, Securities Firms, and Stock Exchanges | 12 HR |
| Deputy of Chief Accounting Officer | Wei-Feng Hsu | 2025.08.21 ~22 | Accounting Research and Development Foundation | Continuing Education Course for Chief Accounting Officers at Issuers, Securities Firms, and Stock Exchanges | 12 HR |
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(V) The formation and operation of the Compensation Committee:
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The Company established the “Regulations for the Compensation Committee of Taiwan Tea Corporation” based on the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” announced by the Financial Supervisory Commission, and resolved at the 5th board meeting of the 20th Board of Directors on October 13, 2011 to appoint three Compensation Committee members to the 1st Compensation Committee.
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Independent Directors Sheng-Tsheng Lee, Chung-Ho Sung, Li-Chi Yeh and Shen-Lung Wang were appointed as the members of the current (6th) Compensation Committee according to the resolution made at the 1st special meeting of the 25th Board of Directors. The term of the four members is the same as the term of the directors of the 25th Board of Directors, namely from June 20, 2025 to June 16, 2028.
(1) Information about the members of the 5th Compensation Committee
| Conditions | Profession qualifications and experiences (Note 2) | Independence (Note 3) | Number of other public companies where the member concurrently serves as a compensation committee member | |
|---|---|---|---|---|
| Member type (Note 1) | Name | |||
| Independent director (Convener) | Sheng-Tsheng Lee | 1. For the information on the work experience, please refer to Pages 17 of the annual report: Information about the directors and independent directors of the 25th Board of Directors. | ||
| 2. Qualifications for a judge and lawyer. | Compliance with independence requirement, including but not limited to whether the independent director, the spouse or any relative within the second degree of kinship does not act as a director, supervisor or employee of the Company or any of its affiliated companies; not acting as a director, supervisor or employee of the Company or any company having a specific relation with the Company, or not providing the Company or any of its affiliated company with any commerce, law, finance, accounting services and receiving | 1 |
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| Member type
(Note 1) | Conditions | | Independent director | Independence (Note 3) | Number of other public companies where the member concurrently serves as a compensation committee member |
| --- | --- | --- | --- | --- | --- |
| | Member type
(Note 1) | Name | | | |
| | | | | compensation in the most recent two years. | |
| Independent director | Chung-Ho Sung | 1. For the information on the work experience, please refer to Pages 17 of the annual report: Information about the directors and independent directors of the 25th Board of Directors.
2. Qualifications for a prosecutor and lawyer. | | Compliance with independence requirement, including but not limited to whether the independent director, the spouse or any relative within the second degree of kinship does not act as a director, supervisor or employee of the Company or any of its affiliated companies; not acting as a director, supervisor or employee of the Company or any company having a specific relation with the Company, or not providing the Company or any of its affiliated company with any commerce, law, finance, accounting services and receiving compensation in the most recent two years. | 0 |
| Independent director | Li-Chi Yeh | 1. For the information on the work experience, please refer to Pages 17 of the annual report: Information about the directors and independent directors of the 25th Board of Directors.
2. Qualifications for a lawyer. | | Compliance with independence requirement, including but not limited to whether the independent director, the spouse or any relative within the second degree of kinship does not act as a director, supervisor or employee of the Company or any of its affiliated companies; not acting as a director, supervisor or employee of the Company or any company having a specific relation with the Company, or not providing the Company or any of its affiliated company with any commerce, law, finance, accounting services and receiving compensation in the most recent two years. | 0 |
| Independent director | Shen-Lung Wang | 1. For the information on the work experience, please refer to Pages 17 of the annual report: Information about the directors and independent directors of the 25th Board of Directors. | | Compliance with independence requirement, including but not limited to whether the independent director, the spouse or any relative within the second degree of kinship does not act as a director, supervisor or employee of the Company or any of its affiliated companies; not acting as a director, supervisor or employee of the Company or any company having a specific relation | 1 |
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| Conditions | Profession qualifications and experiences (Note 2) | Independence (Note 3) | Number of other public companies where the member concurrently serves as a compensation committee member | |
|---|---|---|---|---|
| Member type (Note 1) | Name | |||
| 2. Qualifications for a prosecutor and lawyer. | with the Company, or not providing the Company or any of its affiliated company with any commerce, law, finance, accounting services and receiving compensation in the most recent two years. |
Note 1: Please fill out the form with a concrete description of the years of service, professional qualifications, experience, and independence status of each Compensation Committee member. For independent directors, it is acceptable to reference Table 1 on Page 10–12 on the information about the directors and independent directors (1). Please specify that the member is an independent director or others in the “Member type” field. (Add a note for the convener.)
Note 2: Professional qualifications and experience: Describe the professional qualifications and experience of each Compensation Committee member.
Note 3: Independence: Describe the compliance of the Compensation Committee members with the independence requirements, including, but not limited to, whether the independent director, the spouse or any relative within the second degree of kinship acts as a director, supervisor or employee of the Company or any of its affiliated companies; the number of shares held by the independent director, the spouse or any relative within the second degree of kinship (or in the name of others) and the percentage of the shareholding; whether any of them acts as a director, supervisor or employee of a company having a specific relationship with the Company (refer to Article 6, Paragraph 1, Subparagraph 5–8 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange); the compensation for providing the Company or any of its affiliated company with any commerce, law, finance, accounting services in the most recent two years.
(2) Information on the operation of the Compensation Committee
① The Company's Compensation Committee consists of 4 members.
② The term of the members of the Compensation Committee: June 20, 2025 - June 17, 2028.
The 5th and 6th Compensation Committees held a total of 5 meetings between January 1, 2025, and the publication date of this annual report. Member attendance is summarized below:
2025.01.01-2026.04.10
| Title | Name | Actual attendance (B) | Proxy attendance | Actual attendance rate (%) (B/A) (Note) | Remarks |
|---|---|---|---|---|---|
| Convener | Sheng-Tsheng Lee | 5 | 0 | 100% | 2025.06.20 (Reelected) |
| Committee member | Chung-Ho Sung | 4 | 1 | 80% | 2025.06.20 (Reelected) |
| Committee member | Li-Chi Yeh | 5 | 0 | 100% | 2025.06.20 (Reelected) |
| Committee member | Shen-Lung Wang | 5 | 0 | 100% | 2025.06.20 (Reelected) |
Note: (1) If any Compensation Committee member resigns prior to the end of a financial year, the date of resignation shall be specified in the Remarks field. The actual attendance rate (%) of the member is calculated based on the number of Compensation Committee meetings held and their actual attendance
(2) In an election year, both the newly-elected and former members shall be listed, and the Company shall specify in the Remarks field whether the members are former, newly elected, or reelected, as well as the date of the re-election. The actual attendance rate (%) is calculated based on the number of Compensation Committee meetings held during the term of service of the member and the number of his/her actual attendance.
I. If the Board of Directors does not adopt or revise the suggestions of the Compensation Committee, the date and session of the board meeting, contents of the proposals, meeting resolutions, and the Company's action on the opinions of the Compensation Committee shall be specified (If the remuneration resolved by the Board of Directors is higher than that suggested by the Compensation Committee, the differences and the reason thereof shall be specified.): None.
II. In the event that any member of the Compensation Committee has expressed dissent or reservation over the Committee's resolutions, and that the dissent or reservation has been recorded or delivered in writing, the date and session of the Compensation Committee meeting, contents of the proposals, opinions of all the members, and the action on such opinions shall be specified: None.
III. Information on the focus of the Remuneration Committee's annual work and its operations: Responsibilities of Remuneration Committee
Periodically review the performance review and remuneration policy, system, standards,
and structure for directors, supervisors and managerial officers;
The Company's Remuneration Committee is responsible for evaluating the company's policies and systems for the remuneration of directors and managerial officers from an expert and objective standpoint. It holds at least two meetings annually and may convene additional meetings as needed. The Committee also provides recommendations to the Board of Directors for its reference in decision making.
- Establish and regularly review the performance for the directors and managerial officers and the policy, system, standard and structure of the compensation.
- Periodically evaluate the remuneration of the Company's directors and managerial officers.
The Company's 5th and 6th Compensation Committees have held a total of five meetings during the most recent fiscal year and up to April 22, 2026, at which the following matters were discussed:
| Compensation Committee | Proposal for discussion and resolution | Resolution | The Company's action on members' opinions |
|---|---|---|---|
| 5th Compensation Committee 6th meeting | 1. Proposal for the Company's policy, system, standard and structure of remuneration for directors and managerial officers in 2025. | Passed as proposed | Nil |
| 2. Proposal for approval of the distribution of the 2024 year-end bonus for the Company's managerial officers. | Passed as proposed | Nil | |
| 3. Proposal for approval of the distribution of the 2024 year-end bonus for the Company's Chairman and Vice Chairman. | Passed as proposed | Nil | |
| Compensation Committee's resolution: Passed as proposed by all attending members at the 6th meeting on January 13, 2025, and then submitted to the 22nd meeting of the 24th Board of Directors for review and passed as proposed. | |||
| 5th Compensation Committee 7th meeting | ※ Report on the reasons for not distributing remuneration to directors and employees in 2024. | ||
| 1. Proposal to adjust the salary of the Company's managerial officer. | Passed as proposed | Nil | |
| Compensation Committee's resolution: Passed as proposed by all attending members at the 7th meeting on March 13, 2025, and then submitted to the 23rd meeting of the 24th Board of Directors for review and passed as proposed. | |||
| 6th Compensation Committee 1st meeting | 1. Proposal for approval of the attendance fee for directors and remuneration to independent directors of the 25th Board of Directors. | Passed as proposed | Nil |
| 2. Proposal for approval of the remuneration to the | Passed as | Nil |
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| Compensation Committee | Proposal for discussion and resolution | Resolution | The Company’s action on members’ opinions |
|---|---|---|---|
| Company’s current executive director (the Chairman serving concurrently as General Manager) and managerial officers. | proposed | ||
| 3. Proposal for approval of the the remuneration to the Vice Chairman. | Passed as proposed | Nil | |
| 4. Proposal for approval of the remuneration to the Executive Assistant General Manager | Passed as proposed | Nil | |
| Compensation Committee's resolution: | |||
| Passed as proposed by all attending members at the 1st meeting on June 30, 2025, and then submitted to the 2nd meeting of the 25th Board of Directors for review and passed as proposed. | |||
| 6th Compensation Committee 2nd meeting | 1. Proposal for the policy of 2026 remuneration for directors and managerial officers. | Passed as proposed | Nil |
| 2. Proposal for approval of the distribution of the 2025 year-end bonus for the Company's managerial officers. | Passed as proposed | Nil | |
| 3. Proposal to adjust the salary of the Company’s managerial officer. | Passed as proposed | Nil | |
| 4. Proposal for approval of the distribution of the 2025 year-end bonus for the Company’s Chairman and Vice Chairman. | Passed as proposed | Nil | |
| Compensation Committee's resolution: | |||
| Passed as proposed by all attending members at the 2nd meeting on January 30, 2026, and then submitted to the 5th meeting of the 25th Board of Directors for review and passed as proposed. | |||
| 6th Compensation Committee 3rd meeting | ※ Report on the reasons for not distributing remuneration to directors and employees in 2025. | ||
| Compensation Committee's meeting time: | |||
| 3rd meeting on March 09, 2026 |
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(VI)Implementation status of sustainable development, differences from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons thereof
| Item | Implementation (Note 1) | Reasons for Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| I. Has the Company established a governance structure to promote sustainable development and set up a dedicated (concurrent) unit to promote sustainable development, governed by the senior management as authorized by the board of directors, which supervises the implementation? | V | 1. The Company set up the Public Affairs Office in 2013 as approved by the Board of Directors. It, together with the BOD Secretariat Office, takes the responsibility for organizing public welfare activities, and implementing and promoting relevant sustainable development activities. | ||
| The Company’s ESG Committee adheres to the vision and mission of its ESG policies. The Board of Directors serves as the highest decision-making body for sustainability-related issues. The Sustainable Development Committee is composed of executives and employees from various departments. The head of the Sustainable Development Committee is the Assistant General Manager of Public Affairs. The Committee has three subcommittees: the Operations Management Group, the Social Engagement Group, and the Environmental Protection Group. The Board Secretariat serves as the administrative unit of the Committee. It is responsible for reporting the implementation status to the Board of Directors on an irregular basis (currently at least once a quarter). | No difference |
| Item | Implementation (Note 1) | Reasons for Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| 2. The Sustainable Development Committee is responsible for evaluating and reviewing the formulation and implementation of sustainable development indicator directions and promotion plans. Its main responsibilities are as follows: | ||||
| (1) Formulate the Company's sustainable development and management-related systems and cooperate with the revision of relevant regulations. | ||||
| (2) Supervise the Company's sustainable development policy direction and promotion plan. | ||||
| (3) Review the Sustainability Report. | ||||
| (4) Regularly evaluate the performance of the Company's sustainable development plan and report the annual performance results to the board of directors each year. | ||||
| (5) Handle other matters that the board of directors has instructed the committee to handle. | ||||
| BOD Secretariat Office reported the implementation and promotion status of the sustainable development activities to the Board of Directors on March 13, 2025, May 12, 2025, August 11, 2025, and March 09, 2026. | ||||
| 3. The Company's board of directors listens to the reports of the |
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(II) 1. The Company performs waste sorting, provides recycling and food waste bins, promotes the social responsibilities of recycling and environmental protection, and appoints the General Affairs Section of the Administration Department to oversee overall environmental maintenance.
2. The Israeli drip irrigation system adopted to cultivate tea trees in our Laopi Tea Farm in Pingtung has reduced water consumption by 70% and reduced the use and waste of fertilizer, thereby cutting costs in purchases and | No difference |
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(III) The Company has implemented the TCFD (Task Force on Climate-Related Financial Disclosures) framework, which provides a clear and efficient medium that enables the Company to facilitate communication with the stakeholders and obtain climate-related financial information that matches the expectation of the market. The countermeasures for immediate improvements: We adjust the temperature on air conditioners of the offices based on the room temperature, and aim to reduce the cost for utilities in each year by 1% compared to the previous year. The former Nangang headquarters relocated to the Hsinchu Hukou office on December 19, 2022. The Hsinchu office utilizes LED flat panel lights (a total of 255 units), while the newly constructed factory in Pingtung employs energy-saving facilities and solar panels on the roof. These measures are estimated to achieve energy conservation effectively. | No difference |
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(IV) The Company has collaborated with Professor Liu’s team from National Chung Hsing University to complete statistics on greenhouse gas emissions and water consumption for all facilities over the past two years. The Company’s production process does not generate hazardous waste. Details regarding waste removal and the quantity are provided below and disclosed in the Company’s Sustainability Report.
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Greenhouse gas:
To achieve the goal of “net zero emissions by 2050”, the Legislative Yuan finally adopted the “Climate Change Response | | -
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| Item | Implementation (Note 1) | Reasons for Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|
| Yes | No | Brief description |
| Year | Category 1 + Category 2 (tCO2e) | Forest carbon uptake |
| 2025 | 2,776.122 | 18,640.427 |
| 2024 | 3,168.695 | 18,685.678 |
| 2023 | 3,580.235 | 18,524.030 |
| 2022 | 5,598.909 | 18,563.764 |
| 2. Water consumption: | ||
| Year | Total water consumption (m3) | Scope of Data |
| 2025 | 607,272 | Pingtung Laopi Tea Farm |
| 2024 | 545,049 | Pingtung Laopi Tea Farm |
| 2023 | 842,077 | Pingtung Laopi Tea Farm |
| 2022 | 1,277,874 | Nangang head office: |
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| Item | Implementation (Note 1) | Reasons for Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Brief description | ||||
| 3,993 (m³) | ||||||
| Pingtung Laopi Tea Farm: 1,273,881 (m³) | ||||||
| ※ The Company relocated its headquarters to Hukou, Hsinchu at the end of 2022, and leased a plant from Sanyang Motor Co., Ltd. as its office. Since there is no dedicated water meter and water usage is shared with Sanyang Motor Co., Ltd., it is impossible to independently determine the headquarters' water consumption. | ||||||
| 3. Waste: | ||||||
| (1) The waste produced at the head office in Hukou consists of general waste or recyclables. Waste sorting bins are available in the tea room, and the cleaning team is responsible for their disposal. The waste generated by the store is collected regularly by contracted recycling companies. (This refers to the domestic waste and does not include the recyclables and food scraps.) | ||||||
| Daxi Tea Factory | 1 time/week; 1 ton/month (maximum disposal volume) | |||||
| Sun Moon Lake Antique Assam Tea Farm | 2 times/week; 2.5 tons/month (maximum disposal volume) | |||||
| LuGao Cafe | 2 times/week; 2.5 tons/month (maximum disposal volume) | |||||
| Tongluo Tea Factory | 2 times/week (domestic waste); 1 time/week |
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| Item | Implementation (Note 1) | Reasons for Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|
| Yes | No | Brief description |
| Headquarters Store | Disposed of by the management committee of the building | |
| (2) The Pingtung Branch Office (Laopi Tea Farm) is a tea factory. The waste generated during the production process is categorized into general domestic waste and recyclables. The Company has engaged 2 contracted service providers to handle the recycling and disposal of these wastes. "General waste generated from business activities" 2 times/week; 4.4 tons/month (maximum disposal volume)※ Recyclable waste | ||
| Year | Weight (KG) | |
| 2025 | 6,810 | |
| 2024 | 4,460 | |
| 2023 | 6,072 | |
| Reduction Policy:1. Greenhouse gas:The Company will continue extend our advantages, develop carbon credits, and pay close attention to greenhouse gas emissions and international carbon pricing trends. We will establish TTC's energy conservation and carbon reduction policies through natural farming or organic |
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(II) The Company has the “Employee Title, Level, and Remuneration Approval Table” for determining the remuneration to employees according to their educational background, work experience, professional knowledge and skills, and years of service. The remuneration to the employees is approved without discrimination in gender. The Company has observed the relevant regulations in the Labor Standards Act. In order to ensure our employees’ rights and interests, we have signed an “employment contract” with all the employees to protect their rights and interests regardless of their sex, race, religion, political stance or marriage. To support the government’s policy and fulfill the corporate social responsibility of hiring people with disabilities, we employ disabled people and give them equal opportunities for promotion. Our | No difference |
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We conduct employee performance evaluations every year. The result of the evaluation, the work attitude during the year, and the training performance of the employee affect his/her remuneration, year-end bonus, and promotion. A special year-end bonus will be granted in accordance with the status of the participation in the social welfare events of the Company in the current year.
(III) The security guards of the Company’s head office in Hukou, Hsinchu County, implement access control 24 hours a day and perform regular fire control drills and office sterilization procedures. Moreover, the Company has catering personnel to take | No difference |
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(V) With respect to the issues of customer health and safety, customer privacy, and marketing and labeling for products and services, does the Company conform to the relevant regulations and international standards as well as establish relevant consumer/customer rights protection policies and complaint procedures? | V | | safety drills on July 14 and December 29, 2025.)
- Furthermore, regular inspections of autonomous fire-fighting equipment such as fire extinguishers, fire hydrants, and emergency exits are implemented on a monthly basis.
(IV) In addition to the training for new employees, we arrange fully subsidized external professional training and internal programs each year to help develop their competence. Please refer to Pages 260–264 for the information on the education training in 2025.
(V) We market our products and services with honest labels and description in compliance with relevant regulations and international standards and strictly prohibit deceit, misleading, fraud or any other act that damages the trust or rights of customers. We take all responsibilities related to our products and services and put great emphasis on marketing ethics. Regarding the procedures of R&D, procurement, production, operation and service, the transparency and safety of the information with respect to our products and services are ensured. The Company has established and disclosed | No difference |
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All the raw materials that we outsource undergo the “Standard Procedure for the Inspection and Management of Incoming Materials” and meet the requirements and regulations of the CNS and Act Governing Food Safety and Sanitation. Our raw material suppliers must provide the relevant SGS test reports on a regular basis, such as the test reports for pesticide or heavy metal in the raw materials and heavy metal, plasticizers or fluorescent brighteners in the packaging materials. In 2014, the Company shifted towards integrating the production, manufacturing, and sale for food safety.
The goods of our suppliers must comply with the “Commodity Labeling Act” of the Ministry of Economic Affairs, the “Act Governing Food Safety and Sanitation and its Enforcement Rules” of the Department of Health, the “Fair Trade Act and its Enforcement Rules” of the Executive Yuan, and other relevant government regulations. The | No difference |
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| Item | Implementation (Note 1) | | | Reasons for
Deviation from
the Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies |
| --- | --- | --- | --- | --- |
| | Yes | No | Brief description | |
| (IV) | 5. The fertilizer management principles were implemented for the planting of our crops in order to prevent eutrophication of rivers and manage use of fertilizer.
6. We conduct planting management in a quality agriculture manner, use liquid fertilizer of aerobic fermentation and trace elements to nourish crops; we cultivate the crops in a vegetative cultivation manner to provide organic materials needed for the crops whenever necessary, improve the soil structure to minimize the impact of extreme weather on the crops, and thereby create a harmonious agricultural environment to produce quality products.
We provide our Laopi Tea Farm as an internship workplace for the students of relevant agricultural departments in universities to help them understand the operations relevant to the industry and prepare for seeking employment early. We have cooperated with National Pingtung University of Science and Technology. In 2025, a total of 11 students from the Department of Plant Industry, National Pingtung University of Science and Technology, completed internships at the Company's Laopi Tea Farm. A total of NT$362,858 in scholarships were awarded. The internship program begins at the start of each semester and lasts for one academic term. During the internship process, students engage with tea gardens and tea factories, applying their knowledge and expertise. Through diverse methods such as discussions, hands-on experiences, and presentations, they gain insights into tea factory operations and learn about the specialized skills and role requirements for different tasks. By interacting with on-site staff, they learn how to manage tasks effectively through work planning and time management. Students express that the internship program provides valuable insights into the actual responsibilities of tea factory-related work, areas where they can improve personally, and considerations for their future development. Some students indicated that the internship experience has changed their preconceived notions about certain job roles, leading to a renewed understanding of the meaning of work. | | | |
| (V) | To assist young graduates in exploring career planning after graduation, the Laopi Tea Farm offers visits to various companies and colleges. Through interactive communication, they provide young individuals with an understanding of different job roles. Lecturers also share their personal experiences during the work process, aiming for technological innovation and adding value to Taiwan’s local agriculture. For example, the internship program for plant pathology fieldwork in the Department of Plant Medicine, National Pingtung University of Science and Technology. | | | |
| (VI) | The Company is dedicated to integrated tea production and sales to ensure the safety of our food sources. We prioritize environmental sustainability under the concept of "land-friendly" practices. Moreover, we have invested heavily in training our technical personnel and achieved remarkable success. Our tea has | | | |
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Note 1: If "Yes" under the implementation column is checked, please explain any important policies, strategies, measures adopted and the implementation thereof; if "No" under the implementation column is checked, please explain the differences and reasons in the "differences from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies, and the reasons thereof" column, and describe the relevant policies, strategies and measures to be adopted in the future. For the promotion of Items 1 and 2, TWSE/TPEx listed companies shall clearly state their sustainable development governance and oversight structure including, but not limited to, management policies, strategy and goal setting, and review measures. In addition, the Company shall clearly state its risk management policies or strategies for environmental, social, and corporate governance issues related to its operations, as well as its assessment results.
Note 2: The "materiality principle" refers to environmental, social and corporate governance issues that are of material impacts to the Company's investors and other stakeholders.
| ESG aspect | Risk type | Risk Management Implementation Status Description |
|---|---|---|
| Environment | Impact of Operations on the Environment | 1. Priority should be give to native vegetation in green space planning. |
| 2. Improve the habitat of wild animals and their protection measures. | ||
| 3. In order to lower the environmental impacts stemming from terrain disturbance in developed areas, plans related to soil preparation and drainage will be formulated, as per the regulations, during the implementation of the project, mitigating the environmental impacts through soil and water conservation technologies. We will appropriately adjust the scope and extent of man-made disturbance to the environment, and maintain existing forest forms and agricultural lands in a proper manner to provide a space for creatures in consideration of the balance between the economic development and environmental conservation. | ||
| 4. Promote water and electricity conservation, check the emergency power generator every year, and purchase water storage equipment. | ||
| Climate risk | 1. Based on the TCFD framework, we collected 10 climate-related risk issues and internally ranked these risks by their likelihood and impact to identify the top 5 major climate risks and understand how these climate risks affected the Company's business and how we could establish corresponding measures. | |
| 2. Implement a voluntary GHG reduction plan, reduce the energy costs of the Company, and improve the competitiveness of the Company in the industry. | ||
| 3. Increase the frequency of communication with stakeholders and understand the requirements for sustainability on the market to launch corresponding products and services. | ||
| 4. Enhance communication and collaboration with the government and all sectors of society, actively participate in the establishment and implementation of the net zero emissions roadmap, and strive for political support and resource security. | ||
| 5. In response to uneven rainfall caused by climate fluctuations and the resulting agricultural water use problems, large-scale planting areas have adopted drip irrigation equipment to achieve water and fertilizer savings, labor savings, and improved resource utilization efficiency; some areas are equipped with groundwater and water storage facilities to alleviate the water resource shortage caused by the uneven distribution of rainfall during wet and dry seasons. | ||
| Society | Customer Health and Safety | 1. The Company acquires the FSSC22000/ISO22000/HACCP/Rainforest Alliance and halal certifications. |
| 2. The Company places much importance on the quality safety of packaging materials and implements the annual supplier audit management system strictly. | ||
| 3. TTC not only is persistently dedicated to its tea business, but also takes the quality and safety management of packaging materials seriously. All the (SGS) pesticide residue testing results of our tea leaves are disclosed in the TTC section on My Safety Net for the public’s reference. In 2025 (as of December 16), the Company conducted a total of 267 inspections, with a pass rate of 96.2% (10 that failed to pass the inspections were supplier samples). (Note: The Company will first conduct flavor quality confirmation and third-party testing of incoming material samples. Only qualified materials will be purchased.) | ||
| 4. In 2025, the full series of Formosa Black Tea products passed the halal certification to ensure that the entire process from raw materials and production to sales complies with the strict requirements of Islamic law (Sharia), allowing Muslims to consume the products with peace of mind. This comprehensive quality assurance encompasses hygiene, source management, and religious compliance, and is crucial for entering the Muslim market. | ||
| 5. A water quality test is conducted in our factories annually and the instruments and equipment are calibrated internally (once/six months) and externally (once/year). | ||
| Occupational safety | 1. The Company has proactively provided training in labor safety and fire safety to minimize the risk of occupational accidents and established a reporting |
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| ESG aspect | Risk type | Risk Management Implementation Status Description |
|---|---|---|
| mechanism. In 2025, a total of 2,112 hours of training regarding labor safety were provided. During the new employee training and general training sessions, we reminded the employees of their duty towards safety and health and the matters to be paid attention to during their work and highlighted the importance of self-protection. The employees were taught to get to a safe place when facing a risk of danger and report such danger to the chief officers and the Human Resources Department as per the reporting mechanism. In 2025, there was no possible safety issue reported. In addition to the education and training on occupational safety, the Company is actively engaged in health promotion business such as offering health checkups for employees and food-related personnel, and providing on-site health services. | ||
| 2. From January to June 2025, the head office hired a nurse and a physician under a contract to provide on-site health services for employees. The nurse provided services three times a month, and the physician three times a year. Starting in July 2025, this was increased to four visits a month and four visits a year, respectively. On-site health services at the Pingtung branch were merged into those of the Headquarters in April 2025. Throughout 2025, nurses provided on-site health services a total of 51 times, and physicians provided them 4 times. In addition, the Company also periodically announced and disseminated health promotion and epidemic prevention information. | ||
| 3. Annual health checkups for food-related personnel and workers over 65 years of age were conducted in accordance with the Occupational Safety and Health Act and the Regulations of the Labor Health Protection for 2025. A total of 109 food-related personnel and 5 workers over 65 years of age received health checkups. | ||
| 4. The head office conducted the annual occupational safety and firefighting drill on December 29, 2025. Branch offices and leisure stores also completed their annual occupational safety and firefighting drill in the same year. A self-defense fire team was formed and group-based drills were conducted according to the escape and evacuation principles to strengthen the knowledge of safe escape routes and help employees master the fire extinguisher and fire hose using procedures properly. | ||
| 5. Strengthen the dissemination of workplace safety and traffic rule compliance and set the goal of reducing occupational and commuting accidents every year to zero. | ||
| Employee Incentives and Retention | 1. Performance evaluation is conducted in October every year. The year-end bonus is paid depending on the achievement of the overall operating goal, annual profitability, and the personal performance and engagement of the employees. | |
| 2. In January every year, the Company adjusts the wage of the employees properly in consideration of the operating status, the overall remuneration level of the industry, the personal performance of the employee, and the development in the future. | ||
| 3. In addition to taking out labor insurance and national health insurance and provision of the pension in accordance with the law, the Company takes out group insurance (covering accident insurance and hospitalization insurance) for the employees. The premium of the group insurance is fully burdened by the Company. | ||
| 4. The Company regards talent training as a core strategy for enhancing attraction and retention of employees. Through institutional training, succession planning, and continuous learning mechanisms, we support employees' long-term development and reduce the risk of losing key talents. | ||
| 5. The Company completed the full educational training system planning in 2025 and established internal and external lecturer regulations to encourage employees to continue learning through internal sharing and external professional courses, thereby establishing a learning organization to promote the sustainable development of talent. |
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| ESG aspect | Risk type | Risk Management Implementation Status Description |
|---|---|---|
| Food Health and Nutrition | Many scientific studies demonstrate that tea leaves can contribute to our good health. We improve our existing products and actively look for raw materials for compound products. The formulas for our products feature natural flavors and contain no spice or essential oil. We keep track of the situation in the markets and hold regular meetings to track product development progress. | |
| Governance | Strengthen the Directors’ Functions | 1. Plan relevant training topics for directors to keep the directors abreast of the latest regulations, system development, and policies every year. All directors of the Company’s 25th Board have met the requirements of 2025 director training hours. |
| 2. Purchase liability insurance annually for directors to protect them from lawsuits or claims. | ||
| 3. In 2025, all the directors were re-elected at the shareholders’ meeting. Four independent directors and five directors were elected, for a total of nine seats. The number of independent directors exceeded one-third of the total board seats and met the requirements of Corporate Governance 3.0. | ||
| Marketing and Labeling | The R&D, QA, marketing and legal affair departments fully understand the alteration of the laws and regulations and disclose the product information on the package in a user-friendly manner to ensure legal compliance. | |
| Sustainability Strategy | 1. A ESG policy committee was founded in 2015, with the General Manager acting as the chairman. Four responsible teams are established under the committee, with the supervisors of the Company at the level of manager or higher acting as the leaders. They hold meetings as needed to ensure the consistency of the sustainability strategy with the operating direction of the Company. | |
| 2. In response to the introduction of the IFRS Sustainability Disclosure Standards, the Company established a project team for the IFRS Sustainability Disclosure Standards in 2025, with the Executive Assistant General Manager acting as convener, and included representatives from various functional units to build a cross-departmental governance and execution mechanism. The Company appointed KPMG as the consulting team to assist in implementing the IFRS Sustainability Disclosure Standards. The kickoff meeting of the project was successfully held on December 9, 2025, led by the Vice Chairman and the Executive Assistant General Manager, with representatives and staff from all department as the members to officially launch the project implementation mechanism. | ||
| 3. In 2025, we began collaboration with the Tea Research and Extension Station to conduct a carbon footprint inventory of TTES No. 8 to enhance the transparency of product-related environmental information our products. | ||
| Social Assessment of Suppliers | 1. Increase backup suppliers and optional products and reduce the reliance on a single supplier to cope with possible interruption of supply or problems of suppliers. | |
| 2. Establish a supplier evaluation standard, including the cooperation of the supplier, the quality of its products, and the stability of delivery. | ||
| 3. Questionnaires are provided to key suppliers and those with greater influence each year to conduct ESG supplier risk assessments. The social assessment content includes labor and human rights and working conditions, health and safety, anti-discrimination, corporate social responsibility, integrity, and anti-corruption to ensure that suppliers did not cause legal, operational, or reputational risks to the Company in the areas of labor and human rights, occupational safety, and business ethics, thereby enhancing the stability of the supply chain. | ||
| 4. Perform a quantitative analysis on specific raw materials and supplies, and maintain appropriate safety stock levels by evaluating risks through data to respond to sudden changes in demand or supply chain disruptions. | ||
| 5. For major projects and procurements, ask the supplier to provide a performance bond in the form of a promissory note or check for the situation where the |
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| ESG aspect | Risk type | Risk Management Implementation Status Description |
|---|---|---|
| supplier acts in violation of the agreement or cannot fulfill it. | ||
| 6. For longer performance periods (more than one year), a procurement contract should be signed with a clear definition of the rights and obligations of both parties to ensure risk sharing and protect the interests of both the buyer and seller. | ||
| Environmental Assessment of Suppliers | 1. Conduct environmental assessment of suppliers with high operational influence and significant environmental impact, and ask suppliers to complete ESG questionnaires to understand their performance in environmental management and climate risk, thereby reducing the risk of supply disruptions caused by environmental and climate impacts. | |
| 2. Prioritize suppliers that have passed management system certifications, such as ISO 9001 quality management system, ISO 45001 occupational health and safety management system, and ISO 14001 environmental management system. | ||
| 3. Through green procurement, the Company, priority is given to the products and suppliers with FSC and carbon footprint certifications to effectively prevent the environmental pollution and the waste of resources. Work with the upstream and downstream companies to protect the environment and further develop a green supply chain. | ||
| 4. Work with suppliers to develop recycled paper made from black tea waste, reduce deforestation of primary forests, lower waste and pollution, achieve resource recycling, and mitigate the environmental impact of paper making in line with sustainable development goals. | ||
| Creative R&D | 1. Continuously increase the use of environmentally friendly packaging materials, conduct in-depth development of our own brand, develop new products, improve package designs, and enhance the product identification in the market. | |
| 2. High-value reuse of tea stems and agricultural residues is achieved by applying them to grocery paper bags, product packaging, and employee business cards. This practice embodies circular design and low-carbon operations. The feasibility of circulating and reusing coffee grounds will be evaluated in the future. | ||
| Risk Control | 1. Identify operational risks, enhance measures that may impact operations, explore potential business development opportunities to steadily promote TTC’s various lines of business. The Chairman and General Manager attend the monthly business management meeting to review all the business data in the hope of identifying operational problems in advance and taking measures against potential risk as early as possible. | |
| 2. The Audit Office is responsible for assessment of the Company’s internal control system and measurement of operating efficiency. It proposes the audit plan for the coming year at the end of each year. After the audit plan is approved by the Audit Committee and Board of Directors, the Office of Audit Service conducts audit of each unit according to the transaction cycle in each month. A report will be delivered to the independent directors before the end of the next month and submitted to the Audit Committee and Board of Directors. Follow-up reports are prepared on a quarterly basis. (The Audit Office conducts on-site audit according to the annual audit plan. A total of 103 items were audited in 2025.) | ||
| 3. We regularly review the production of raw materials, perform incoming material analysis, raw material inspection and analysis, and quality evaluation, analysis and monitoring, and improve ingredients. Any updates on the regulations as well as domestic and international food safety news are conveyed to the employees to reduce food safety risks. | ||
| 4. As for financial risk control, we prepared the 2025 revenue and profit and loss and cash flow forecasts in 2024 to ensure and take relevant contingency measures in advance, including the following: | ||
| (1) The Company works with credit-worthy banks offering reasonable interest rates |
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| ESG aspect | Risk type | Risk Management Implementation Status Description |
|---|---|---|
| and fees to increase working capital and reduce the cost of funding. | ||
| (2) Imports, whether paid with L/C or T/T, should be paid for in a manner that is as safe as possible to minimize the cost of goods purchased. | ||
| (3) The sales department shall develop customers, accurately rate them based on their circumstances and financial strength as the basis for granting credit limits and payment terms, send out monthly payment reminders, and actively collect payments to avoid overdue accounts. | ||
| 5. Most of the Company’s tourism tea factories are not located in the city center. To reduce the risks associated with safeguarding and remitting cash retained by each store to generate revenue, the Company implements regular cash deposits to Headquarters as a control measure to minimize cash management risks. | ||
| 6. In response to the development of e-commerce operations and changes in consumer behavior, in 2025, the Company improved the transaction process for online shopping channels, including the introduction of electronic payment and related financial management mechanisms. Online transactions were conducted through legal third-party payment service providers and were managed in accordance with the Company's internal control system and relevant laws and regulations. This was done to enhance the security of e-commerce transactions, financial governance, and compliance with laws and regulations, while enhancing consumers’ trust in the Company’s online shopping services. | ||
| 7. To control legal risks and enhance employees’ awareness of the rule of law in performing their duties, aiming for proactive compliance and self-management to reduce the likelihood of disputes, a “Seminar on Asset-Related Legal Issues” was held on September 1, 2025, with the Asset Department and branch employees to discuss how to lawfully and effectively address infringements on the Company’s rights. On December 29, 2025, Tzu-Yuan Kung of the Legal Affairs Office led a training session on ethical management and insider trading prevention for the Headquarters and branch units. A total of 39 members of the Company’s management and employees participated in the training. | ||
| 8. Information security risk control: the core information system utilizes a virtualized architecture with a highly available backup mechanism, combined with daily scheduled backups and off-site storage to mitigate the risk of system interruption and data loss. Regular disaster recovery drills are conducted to ensure backup data availability and system recovery capabilities. | ||
| All computers are equipped with endpoint protection, and key systems is protected with enhanced security monitoring mechanism to prevent malicious programs, ransomware, and advanced attacks. Furthermore, the Company reduces internal information security risks and legal compliance concerns through user access controls and software installation restrictions. | ||
| Regarding network and communication security, access control of networked devices and email filtering mechanisms have been implemented to effectively prevent unauthorized device connections, phishing emails, and malicious email threats. Major information security incidents are announced in real time to enhance information security awareness among all colleagues. | ||
| 9. The Company’s Board of Directors serves as the top unit making risk-related decisions and takes the final responsibility for the risk management system and its implementation. It is responsible for the prevention of any possible losses pursuant to the operating guidelines and within the acceptable risk exposure of the Company. The Board of Directors shall increase the wealth of the shareholders and optimize the capital allocation on the premise of a balance between the risk and return. It also formulates risk management policies and guidelines and oversees the risk management operation of each department. In case any factors that may bring about crises are found, the Audit Office makes an immediate report on the risk upon assessment. The coordinator of the crisis management team holds a team meeting to instruct and coordinate with the relevant department and personnel according to risk type in order to find out the |
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| ESG aspect | Risk type | Risk Management Implementation Status Description |
|---|---|---|
| truth as soon as possible. | ||
| Business Performance | Establish operational plans and budgets for the next year at the end of each year as the guide for the operations management of the next year; Regularly conduct business management meetings every month, allowing the general manager and all unit executives to review and discuss the operational status; Hold sale and production meetings every week, letting the sale and production units effectively communicate and cooperate. |
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Climate-related information
- Implementation of climate-related information
| Item | Implementation | ||
|---|---|---|---|
| 1. Describe the supervision and governance that the Board of Directors and the management performed for climate related risks and opportunities. | TTC's climate governance structure | ||
| Board of Directors | The IFRS Sustainability Disclosure Standards Project Team is the risk monitoring unit. It assesses and identifies the risks and submits the results to the Board of Directors for further discussion, guidance, and monitoring of climate risk after being reviewed and adopted at the deliberation meeting. | ||
| Audit Committee | The IFRS Sustainability Disclosure Standards Project Team conducts risk assessment and identifies issues that may pose risks to the Company, submits these to the Audit Committee for deliberation, and reports the results to the Board of Directors. | ||
| IFRS Sustainability Disclosure Standards Project Team | The IFRS Sustainability Disclosure Standards Project Team reports to the Board of Directors and is responsible for collecting all the risk issues, conducting risk assessment and identification, submitting these to the Audit Committee for deliberation and adoption, and responding to the risks after the highest decision-making unit (the Board of Directors) gives further instructions. | ||
| 2. Describe how identified climate risks and opportunities affect the business, strategy and finance of the company (short term, medium term, and long term). | TTC's Climate Related Risk Topic | ||
| Risk factors | Risk aspect | Topic | |
| Physical risks | Acute risks | 1. The extreme climate event brings about direct damage to the head office, operation locations and employees, and causes additional costs. | |
| Long-term risks | 2. The climate change brings about agricultural loss and increases the inspections of the land and agricultural area as well as the assets repair expenses after a rainstorm | ||
| 3. The Climate change brings about uneven distribution of rain. It may cause shortage in water resources and thus affect the stability of the supply and the quality of the products. | |||
| 4. Higher average temperatures will increase the cost of electricity. Electricity shortages will lead to disruptions or increased operating costs. | |||
| 5. The extreme climate increases the risk of agricultural loss, including typhoon or heavy rain that causes flood, slop and |
| Item | Implementation | ||
|---|---|---|---|
| coastal disasters or drought and global warming. These climate events have become a normal. | |||
| Risk factors | Risk aspect | Topic | |
| Transformation risk | Policy and Legal risk | 6. The government of every country has established GHG related regulations and thus increased the operating cost of the Company. TTC may stop the operations or receive a punishment due to failure to catch up with the planned net zero emission roadmap of the government in time. | |
| 7. The power rationing measures of the government directly lead to work suspension or delayed schedule of the Company, at the farm, or on the agricultural land. | |||
| Market risk | 8. The climate change leads to unstable supply of raw materials, global fluctuation of their price, and rising production and operating costs. | ||
| Reputational risk | 9. Thanks to the increased awareness of sustainability, external stakeholders request more sustainable products or services; or the reputation of the Company is affected because we did not take specific actions against climate change. | ||
| Technical risk | 10. The issue of climate change has led to a decrease in the bearing capacity of land development and utilization, and the difficulty or cost of the environmental restoration and maintenance technologies has increased gradually. | ||
| Climate risk management approach | |||
| Risk item (I) | Technical risk - The issue of climate change has led to a decrease in the bearing capacity of land development and utilization, and the difficulty or cost of the environmental restoration and maintenance technologies has increased gradually. | ||
| Risk impact description | Climate change has altered rainfall patterns, including increases in rainfall volume, rainfall intensity, and the frequency of extreme rainfall incidents. This directly impacts land capacity and development conditions, subsequently affecting the land-use intensity and the scale of investment required for environmental protection facilities and resources. |
| Item | Implementation | |
|---|---|---|
| Impact duration | Long-term impact | |
| Potential operational impact | (1) Reduced land bearing capacity – increased surface runoff resulting from higher rainfall levels not only directly affects topsoil erosion, but also diminishes the permeability and bearing capacity of the base soil.(2) Adjustment of land use planning – the development plan is adjusted to reduce environmental impact by lowering development density and intensity, or by increasing reserved open spaces and green belts(3) Change of land use patterns – If the trend of the changing rainfall patterns is confirmed, the development intensity of some slope fields or areas assessed as sensitive will be reduced and more areas will be designated as green and open spaces or disaster prevention areas.(4) Introduction of low-impact development measures: To reduce surface runoff and enhance on-site water retention capacity, relevant plans will incorporate water permeability standards and flood detention and regulation capacity measures.(5) Increase in development cost—long-term investment in environmental protection and disaster prevention facilities will increase the overall development cost. | |
| Stakeholder | Affected stakeholders include TTC and local communities. | |
| Response strategy | 1. Enhance the capacity of the drainage and regulation system(1) During the land planning period, adjustments are made to the field space plan and the density of use to increase surface rainwater infiltration capacity.(2) Inspect the planned drainage system based on a 50-year return period rainfall intensity, and design drainage ditches, detention basins, and rainwater regulation facilities with corresponding capacity to ensure adequate drainage capacity.(3) Keep close communication with professional technical consultants to ensure the parameters used in hydraulic calculations meet the current standards for the water conservation system.2. Increase the frequency of inspection to be conducted during the construction in heavy rain.(1) Taiwan's flood season varies regionally between April and October each year. Regular inspection and cleaning are carried out to ensure completed drainage systems function properly. |
| Item | Implementation | |
|---|---|---|
| (2) Pre-flood inspection of drainage facilities is regularly conducted. Grass and debris are cleared from February to March each year. | ||
| (3) Inspect during the rainy season or before and after heavy rain. Increase the frequency of inspections during periods of heavy rain to confirm there are no blockages or damage. Damaged facilities are repaired immediately and temporary disaster prevention measures are implemented, followed by the submission of a maintenance and improvement plan to enhance facility protection. | ||
| Financial impact of the response measures | 1. Additional civil engineering funds are required and these increase the project construction cost. | |
| 2. Maintenance costs are increased for drainage, flood detention, and sand sedimentation facilities. | ||
| 3. Manpower costs for inspection and monitoring are increased. | ||
| 4. Extension of the construction period may increase labor and equipment standby costs. | ||
| Result and performance | 2025 result: | |
| The substantial construction of the Sanyi Technology Logistics Park began with the soil and water conservation plan, as follows: | ||
| 1. During the construction period, to reduce the impact of terrain disturbance on the environment, a stormwater runoff reduction plan was established based on the nature of each construction item. This plan included measures such as rainwater diversion, sand traps, temporary earthworks placement, facility and material storage areas, and temporary disaster prevention facilities. | ||
| 2. By the end of 2025, constructions of water conservation and surface vegetation facilities were completed. The acceptance inspection is planned to carried out in 2026. | ||
| 2026 objective: | ||
| Following the four principles for ecological and environmental protection measures – avoidance, minimization, mitigation, and compensation – we act responsibly towards the environment and continuously reduce the environmental risks associated with development projects. | ||
| Note: The impact period is defined as follows: short term refers to a period within 3 years, medium term within 3–5 years, and long term within more than 5 years. |
| Item | Implementation | |
|---|---|---|
| Risk item (II) | Reputational risk - Thanks to the increased awareness of sustainability, external stakeholders request more sustainable products or services; or the reputation of the Company is affected because we did not take specific actions against climate change. | |
| Risk impact description | As for the global carbon reduction trend, low carbon products demonstrate strong market demands. Customers have higher awareness of low energy consumption or green products, and place more importance on the sustainability awareness and strategy of a company. This risk has high impact. | |
| Impact duration | Medium-term impact | |
| Potential operational impact | 1. The investment on R&D and manufacture costs of a company as well as the cost for recruitment of professional talents may increase. 2. The operating revenue of a company may drop substantially if it is not able to catch up with the trend of sustainable products and services, or fails to meet the requirements of the stakeholders in time. | |
| Stakeholder | Stakeholders affected by this risk may include the Company, our employees, and upstream and downstream enterprises in the supply chain, such as agricultural product suppliers, product processors, sales channels, and customers. | |
| Response strategy | • Provide education and training and cultivate professional talent. • Continue to invest in sustainable products, process optimization, and greenhouse gas reduction to enhance competitiveness and meet sustainability requirements of the customer. | |
| Financial impact of the response measures | • Increased budgets for education, training and cultivation of professional talent. • Investment in related technologies such as sustainable product development, energy-saving process improvements, and alternative materials to increase our R&D costs. |
| Item | Implementation |
|---|---|
| Result and performance | 2025 result and performance: |
| 1. Since 2022, the Company has consistently implemented a company-wide salary adjustment policy. At the Laopi Tea Plantation, farm work is organized based on the agricultural calendar, with employees rotating through tasks, including weed and pest control, irrigation, fertilization, and harvesting. These activities are supported by agricultural equipment like backpack brush cutters and bar-type sprayers, which help to improve practical skills and work efficiency. In addition, we promote the rotation and training of tea farm employees to improve their sustainable agricultural operation capabilities, gradually implement environmentally friendly farming methods and internal human resource sustainable management, strengthen the job agent system in tea factories, and ensure the stable operation of the production line. In terms of education, training, and talent development, a budget has been allocated annually to encourage participation in external programs, provide certification bonuses, and develop certified employees to serve as internal instructors. | |
| 2. Plant protection and quality assurance personnel continued to participate in education and training on sustainable farming practices in 2025. The Direction and Practice Analysis of Food and Agricultural Education; Food and Agricultural Education Teaching Tool and Curriculum Design; Food and Drug Administration Food Hygiene and Safety Courses; and Agricultural and Food Production and Sales Tracer Personnel Retraining are all components of food and agricultural education and training. Participation in these workshops can impart knowledge and provide an important practice in promoting sustainable agriculture. These courses effectively deliver long-term environmental, social, and economic benefits by linking production, ecology, and daily life. Ecological dimension: Conveying awareness of environmentally friendly agricultural practices. Social dimension: Building responsibility throughout the agricultural supply chain. | |
| 3. Use of pesticide at Laopi Tea Farm in Pingtung: 8,134 liters in 2023 and 7,090 liters in 2024, with a reduction of 1,044 liters and a further reduction of 6,959 liters in 2025. (The cultivated area increased from 100 hectares to 130 hectares, and despite the increase in area, the amount of pesticide used was reduced steadily.) The five-year pesticide reduction plan from 2021 to 2025 is complete. The average annual pesticide use decreased from 134.25 kg/hectare in 2020 to 53.53 kg/hectare in 2025, a reduction of approximately 60%. In terms of pesticide toxicity, current use focuses primarily on pesticides with low and mild |
| Item | Implementation | |
|---|---|---|
| toxicity, and the proportion of moderately toxic pesticides is kept below 10%. In the environment aspect, as a result of the pesticide reduction program, the biodiversity has gradually increased and the number of bird populations in the tea farm has been steadily growing. In addition to quails and nightjars nesting there, bamboo partridges were also observed under the tea trees to be harvested in 2024. Reptiles began to forage boldly on tea tree canopies.4. Starting from 2025, LuGao Cafe has prioritized the use of GRS-certified wood-plastic composites for its outdoor flooring to protect forest resources and reduce environmental impact. The high durability of the material helps in reducing the frequency of replacements and resource consumption.5. We have been using photocopy paper with a carbon footprint label since 2025. Compared to traditional production methods, this can reduce approximately 75% of air pollution and 35% of water pollution, and lower carbon emissions.6. In addition, leisure stores have held tea stem reuse experience events. Through hands-on workshops such as tea-mallet crafting, tea-bag silk-screening, soup-dumpling-shaped sachet making, and tea-leaf pillow assembly, waste tea stalks are transformed into practical and educational products to significantly improve the resource efficiency and strengthen the consumer's recognition of the sustainability principles. | ||
| Note: The impact period is defined as follows: short term refers to a period within 3 years, medium term within 3–5 years, and long term within more than 5 years. | ||
| Risk item (III) | Policy and Legal risk - The power rationing measures of the government directly lead to work suspension or delayed schedule of the Company, at the farm, or on the agricultural land. | |
| Risk impact description | Being affected by the environmental or climate policy of the government, extra power sources may be needed (e.g. use of green electricity), or there is a risk of production schedule adjustment or work suspension. | |
| Impact duration | Medium-term impact | |
| Potential operational impact | 1. Punishment is received because of failure to follow government regulations.2. Insufficient power supply could disrupt operations, reduce production efficiency, and increase labor costs. |
| Item | Implementation | |
|---|---|---|
| Stakeholder | The stakeholders that may be affected by this risk include TTC, supply chain, customer, and community. | |
| Response strategy | 1. To address climate anomalies and business needs, we adopted appropriate pruning methods to stabilize harvest yields and minimize disruptions to factory production schedules. Schedule early work shifts during non-production periods to reduce electricity demand and enhance energy efficiency. | |
| 2. Improve production line processes, including installing a lever at the green tea frying pan discharge area, optimizing the withering feed conveyor, and improving dust control in the refining area to enhance production resilience during the period of power shortages. This ensures production lines maintain a high level of production stability and unit output even during government power restrictions. Simultaneously, it ensures operating environment compliance and protects annual output targets and the value of farmland raw materials from policy fluctuations. | ||
| 3. Increase the equipment cleaning and maintenance frequency to enhance operational resilience during power rationing. Through preventive maintenance, wear on mechanical and electronic components caused by frequent starts and stops is significantly reduced to effectively control the failure rate and extend the service life. This not only reduces the time needed to prepare generators for restart after a power outage, but also eliminates the risk of unplanned downtime, ensuring annual production targets are met even with limited power availability. | ||
| 4. The warehouse roof is leased to a solar energy company for the installation of solar panels, with a total approved device capacity of 513.96 KW. | ||
| Financial impact of the response measures | 1. Increased costs for improvement and installation of the production line process equipment. | |
| 2. Increased frequency of equipment cleaning and maintenance to increase short-term maintenance costs. | ||
| 3. Installation of solar power generation equipment to increse related construction costs. |
| Item | Implementation | |
|---|---|---|
| Result and performance | 2025 result and performance: 1. The tea factory optimized the design of the green tea production line's conveyor belt discharge system to minimize material buildup. The factory adopted a pin buckle conveyor belt, improving cleaning and maintenance efficiency. 2. Complete the refinery line upgrade, improve energy-saving equipment, and increase energy efficiency by 2%. 3. The rooftop solar energy system was successfully implemented. In 2025, and the actual power generation for the entire year totaled 595,532 degrees (the tea factory and dormitory rooftops generated 521,470 degrees and 74,062 degrees annually, respectively). By providing a stable site, the Company has helped increase the total output of social renewable energy and contributed substantial influence on Taiwan's energy transition. This move has not only enhanced asset utilization efficiency but also yielded the dual benefits of reduced indoor temperatures and improved environmental sustainability. 4. We effectively reduced factory production schedule delays and overtime costs by 59.97% due to uneven production volumes. 5. The Laopi Tea Farm's total plant power consumption decreased with peak-off adjustments, significantly improving energy efficiency. In 2025, power usage was reduced by 176,331 kWh compared to 2024, representing an annual energy savings of approximately 4.98%. 6. We improved the production line processes to increase production stability by 15% and reduce non-essential downtime. There were no production shutdowns or losses during the year due to government power rationing or power supply constraints. 7. There was no production loss this year due to equipment failure caused by frequent start-ups and shut-downs resulting from power rationing. | |
| Risk item (IV) | Long-term risks - The Climate change brings about uneven distribution of rain. It may cause shortage in water resources and thus affect the stability of the supply and the quality of the products. | |
| Risk impact description | Lead to reduced tea leave production volume, worse quality, slow product growth, and damage to quality to affect the supply stability and quality of purchased products. | |
| Impact duration | Long-term impact | |
| Potential operational impact | Uneven rainfall may lead to worse quality of tea leaves or damage to product quality. Increase of quality inspection and QC measures may be needed and management cost may increase as a result. |
| Item | Implementation | |
|---|---|---|
| Stakeholder | Upstream and downstream companies of the supply chain (e.g. agriculture product and wood processing factories), customers (who may have higher requirements for product quality), local communities (which may be affected by water resource shortage, resulting in difficulty in livelihood and finance). | |
| Response strategy | 1. Supply chain diversity: Reduction of the dependence on the region where water resources are in shortage, diversity of the supply chain, and prevention of the risk arising from a single supply source, including development of new supply channel and reduction of product purchase from the region where water resources are in shortage. 2. Proper planning and scenario analysis for the use of TTC's resources. | |
| Financial impact of the response measures | Adjusting product procurement for water-scarce regions may potentially increase the procurement costs. | |
| Result and performance | 2025 result and performance: 1. The use of the irrigation system combined with IoT soil moisture monitoring has enabled the efficient allocation of limited water resources during droughts. Precisive watering has increased the yield by 200%. 2. Tea tree pruning creates a natural ground cover of branches and leaves that suppresses weeds and functions as compost, increasing soil organic matter by 59.3% and reducing the need for purchased organic fertilizer. 3. By adapting to weather conditions and using precise pesticide application while maintaining the small green leafhopper population, we enhanced honeydew production on tea leaves and successfully increased the raw material yield of honey flavor black tea by 19.5%. 4. In 2025, we hired 18 new suppliers. This not only strengthened our environmental resilience against water shortages, but also established a more resilient value chain system, ensuring the brand can continue to provide stable, high-quality products even as extreme weather becomes the new normal. | |
| Item | Implementation | |
|---|---|---|
| Risk item (V) | Policy and Legal risk - The government of every country has established GHG related regulations and thus increased the operating cost of the Company. TTC may stop the operations or receive a punishment due to failure to catch up with the planned net zero emission roadmap of the government in time. | |
| Risk impact description | The government is revising greenhouse gas regulations, and companies are required to comply with these regulations by gradually disclosing data based on their capital and revising their rules. The designs and packaging materials of the selected suppliers and products must comply with the low-carbon principle. | |
| Impact duration | Medium-term impact | |
| Potential operational impact | 1. The government has revised the regulations and established a timeline that companies must follow to conduct carbon inventories and obtain external assurance. Operating costs will be incurred regardless of whether companies seek guidance from a professional team, conduct the inventory independently, or engage a third-party institution for assurance. 2. Require existing service providers to conduct carbon inventories or provide carbon footprint labeling, and commit to carbon reduction initiatives. However, these efforts are expected to increase product purchase prices and result in higher operating costs for the Company. 3. Searching for vendors and products that meet sustainability and low-carbon criteria has increased procurement time and purchase costs, which in turn led to higher operating and personnel costs for the Company. | |
| Stakeholder | The stakeholders that may be affected by this risk include TTC, supply chain, customer, supplier, community, and employee. | |
| Response strategy | 1. The Company has established the Greenhouse Gas Inventory Team, provided education and training from time to time, and encouraged employees to participate in external courses to strengthen their understanding of greenhouse gas inventory and reduce greenhouse gas emissions. 2. Enhance communication and collaboration with the government and all sectors of society, actively participate in the establishment and implementation of the net zero emissions roadmap, and strive for political support and resource security. | |
| Financial impact of the response measures | 1. To enhance employees' professional capabilities in greenhouse gas inventory and carbon reduction, it is necessary to invest in relevant courses from external organizations and the time cost of the training. 2. Costs for external third-party verification agencies, inventorying tools and systems. |
| Item | Implementation | |
|---|---|---|
| Result and performance | 2025 result and performance: | |
| In addition to continuous promotion of greenhouse gas management, a Carbon Inventory Team was formed in 2024, and internal training sessions were conducted. Employees were encouraged to participate in external courses to enhance their knowledge of carbon management. Two employees obtained the “iPAS Net Zero Carbon Emission Planning Administrator-Associate Level” certification issued by the Ministry of Economic Affairs. Furthermore, we actively collaborated with the government and various sectors of society to plan and advance net-zero emission pathways, while also seeking policy and resource support. | ||
| 1. Internal rules were established in accordance with government regulations to meet the requirements of the greenhouse gas inventory roadmap. | ||
| 2. The Company will continue to advance its greenhouse gas inventory efforts, building on the external consulting initiated in 2023. | ||
| 3. Using 2022 as the base year, the 2025 greenhouse gas inventory data is expected to be obtained by the end of March 2026. | ||
| 4. A third-party verification agency is scheduled to begin verifying greenhouse gas data for all factories at the end of March 2026. | ||
| Climate opportunity identification result | ||
| TTC collected 6 climate related opportunity topics based on the consideration aspects under the TCFD and the development trend of the industries related to global climate change and sustainability, and defined the order of these opportunities in terms of their materiality based on the previous experiences of the head of each unit and the relative comparison made thereby with respect to their likelihood of occurrence and extent of impact. The Top-4 opportunities identified in terms of their benefits are material climate opportunities. We ascertain the impact of these opportunities on the business of the Company and design development guidelines. | ||
| TTC’s Climate Related Opportunity Topic | ||
| Opportunity aspect | Topic | |
| Resource efficiency | 1. Improve the energy utilization of the existing shops; take the energy and water saving performance in the considerations of design for new stores or shops. |
| Item | Implementation | |
|---|---|---|
| Energy source | 2. Promote, increase and improve the utilization of renewable energy and increase energy efficiency to reduce the operating cost. | |
| Products and Services | 3. Improve the transport methods of high efficiency, and turn to buildings or hardware equipment of high energy and resource efficiency. | |
| 4. Use recycled packaging consumables to increase the willingness of the customer to buy. | ||
| Market | 5. Establish an energy management system and other sustainability strategies in response to the higher environment awareness and expectation of the consumers. | |
| Resilience | 6. Increase the ability of the Company to cope with climate change by identifying risks and opportunities to achieve corporate sustainable operations. | |
| Opportunity item (I) | Market - Establish an energy management system and other sustainability strategies in response to the higher environment awareness and expectation of the consumers. | |
| Impact duration | Long-term impact | |
| Potential operational impact | Due to the rising awareness of sustainable development, the products of the Company are gradually transformed into environmentally friendly materials. Sustainable, environmentally friendly manufacturing processes are implemented to reduce environmental risks. Low-carbon products are being developed to align with carbon reduction targets and to meet current consumer preferences for sustainable and environmentally friendly products. | |
| Response strategy and financial impact of the response measures | 1. The Company develops and establishes sustainability strategies and manufactures sustainable and environmentally friendly products. These can increase the willingness of the consumers to purchase, improve the flow of people in the stores, and thereby enhance the profitability. 2. Reducing product packaging and using low-carbon, environmentally friendly materials can reduce carbon emissions and lower costs thanks to the use of simpler packaging materials. 3. Gradually replace high energy-consuming equipment and develop energy-saving plans to improve energy efficiency and reduce operating costs. |
| Item | Implementation | |
|---|---|---|
| Result and performance | 2025 result and performance: | |
| 1. Introduction of recycled materials (such as tea stalk regenerated paper) into product packaging and gift box design was implemented to promote resource recycling. Approximately NT$ 320,000 was invested in the development and procurement of tea stalk regenerated paper as a foundational investment in sustainable transformation. | ||
| 2. LuGao Cafe was selected by the Ministry of Agriculture as a sustainable coffee farm, strengthening the brand’s sustainability profile and market confidence. | ||
| 3. Through equipment replacement and energy-saving management, the Pingtung Branch Office’s Category 2 indirect energy emissions accounted for the majority in 2025 (1,593.447 tCO2e), reflecting its significant power consumption. However, compared to the 2022 baseline (3,256.810 tCO2e), emissions were reduced by 1,663.363 tCO2e. This progress directly reflects the substantial contribution of the low-carbon energy to the reduction of the environmental costs. | ||
| Note: The impact period is defined as follows: short term refers to a period within 3 years, medium term within 3–5 years, and long term within more than 5 years. | ||
| Opportunity item (II) | Products and Services - Improve the transport methods of high efficiency, and turn to buildings or hardware equipment of high energy and resource efficiency. | |
| Impact duration | Medium-term impact | |
| Potential operational impact | Improvement of the transport and energy efficiency may increase the competitiveness of TTC in the supply chain and reduce GHG emissions. | |
| Response strategy and financial impact of the response measures | 1. The adoption of dedicated freight for bulk commodity shipping has reduced the freight cost. | |
| 2. The unit cost of the product decreases by increasing the process efficiency, and the revenue grows due to conformance to low carbon operations and popularity of products among the consumers. | ||
| 3. Finding feasible solutions together with the partners in the supply chain and developing effective energy saving technology in collaboration with them can enhance the closeness with the supply chain. |
| Item | Implementation | |
|---|---|---|
| Result and performance | 2025 result and performance: | |
| 1. In 2025, the Company optimized bulk commodity transportation by using dedicated vehicles for consolidated deliveries to the same recipient, which proved more cost-effective than individual piece-based pricing. | ||
| 2. For the regularly sold 36kg bulk packaging of raw materials, deliveries are now handled by a dedicated carrier, reducing freight costs by more than 50% compared to traditional shipping methods. | ||
| 3. The adoption of dedicated freight for bulk commodity shipping has reduced both freight costs and the carbon footprint. | ||
| Opportunity item (III) | Resilience - Increase the ability of the Company to cope with climate change by identifying risks and opportunities to achieve corporate sustainable operations. | |
| Impact duration | Short-term impact | |
| Potential operational impact | 1. By monitoring trends and continuously developing sustainable practices, TTC is better positioned to navigate climate risks and opportunities. This fosters greater confidence among investors and customers, enhances collaboration, strengthens its reputation, and improves operational performance and visibility. | |
| 2. The Company is dedicated to reducing the use of power-consuming appliances and equipment, and to using packaging products with environmentally friendly materials. These efforts aim to significantly reduce the energy consumption of products, lower the impact on the environment in line with our sustainable development goals, and make customers more satisfied with our products. | ||
| 3. TTC identifies opportunities arising from climate change risks to effectively leverage the Company’s sustainable development advantages and establish clear directions and goals. | ||
| Response strategy and financial impact of the response measures | 1. The Company established the Greenhouse Gas Inventory Team. We can clearly understand the carbon emissions of each branch through annual greenhouse gas inventory, and, based on the risk and opportunity analysis, formulate a clear sustainable development direction and management policy, define a clear reduction goal. |
Corporate Governance Report
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| Item | Implementation |
|---|---|
| 2. Land and farming areas should be built with enhanced capacity for effective soil and water conservation facilities to improve the ability of land and farming areas to cope with climate risks. Introduce an expert/scholar consultation mechanism for environmental development and include the concepts of environment and conservation at the design stage. | |
| 3. By lowering the carbon emissions and using raw materials produced locally, the fuel consumption and carbon footprint of transportation can be reduced. | |
| 4. Laopi Tea Farm in Pingtung uses an Israeli company's water-saving drip irrigation system to save water. This reduces the cost of irrigation water. | |
| 5. The Company pays attention to the energy consumption of the agricultural machinery and uses energy-efficient agricultural machines to mitigate air pollution. | |
| 6. We are devoted to afforestation as planned and plant different tree species every year. The total area of the Company’s afforestation has reached about 475 hectares. | |
| 7. The Israeli drip irrigation system used to cultivate tea trees in Laopi Tea Farm in Pingtung has lowered the water consumption by 70% and reduced the use and waste of fertilizer, thereby saving costs in the purchase of fertilizer and in the wages of workers applying the fertilizer, and protecting the environment. The coverage rate of the drip irrigation system reaches 100%. | |
| 8. Conduct planting management in a quality agricultural manner. Use liquid fertilizer of aerobic fermentation and trace elements to nourish crops. Grow the trees in a vegetative cultivation manner to provide organic materials needed for the crops whenever necessary. This can reduce the demand for chemical fertilizers and lower fertilizer procurement costs. |
| Item | Implementation |
|---|---|
| Result and performance | 2025 result and performance: |
| 1. The Company conducts an annual inventory of carbon emissions at each plant, serving as a reference for risk and opportunity assessments. Based on these assessments, specific carbon reduction targets and sustainability strategies are developed and integrated into business operations. | |
| 2. We enhanced daily energy-saving practices, such as turning off lights during lunch breaks, adjusting air conditioning temperatures, and encouraging staff to power down lights and computers at the end of the workday. | |
| 3. The Company reports to the Board of Directors on the progress of its GHG emission inventories and audit plans at least quarterly. The Board received updates on the inventory and audits during meetings held on March 13, May 12, August 11, and November 12, 2025. | |
| 4. In 2025, the Company continues to engage a consulting team to conduct a greenhouse gas inventory in accordance with ISO 14064-1, with final verification to be completed by the end of 2027 in alignment with the sustainable development timeline for TWSE/TPEx-listed companies set by the Financial Supervisory Commission. | |
| 5. At the Laopi Tea Farm located in Pingtung, the total nameplate capacity of the solar photovoltaic system installed on the roofs of the new factory and dormitory is 513.96kW. The actual power generation reached 595,532 kWh in 2025. Based on the latest electricity carbon emission factor of the Bureau of Energy, Ministry of Economic Affairs, this was equivalent to reducing Taiwan’s carbon dioxide emissions (CO2e) by approximately 294 tons, substantially contributing to the nation’s carbon reduction goals. | |
| 6. Based on the results of the risk assessment, climate change management indicators are established, and targets and performance are regularly reviewed to ensure that risk controls and sustainability goals progress in alignment. |
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| Item | Implementation | |
|---|---|---|
| Opportunity item (IV) | Energy source - Promote, increase and improve the utilization of renewable energy and increase energy efficiency to reduce the operating cost. | |
| Impact duration | Short-term impact | |
| Potential operational impact | 1. The Company is actively promoting and improving the use of renewable energy, which not only effectively reduces greenhouse gas emissions but also strengthens energy independence and reduces reliance on traditional fossil fuels. 2. The use of low-carbon energy products and efforts to reduce office electricity consumption not only align with international decarbonization trends and ESG disclosure requirements but also enhance corporate resilience and brand image to reduce the operating cost. 3. Simplify the packaging design of products and reduce the energy consumption rate through reduction of manufacturing processes. The revenue grows due to low carbon operations and popularity of products among the consumers. 4. The sales and marketing departments conduct two-way communication with customers to understand their concepts of and demands for sustainable energy conservation, improve product structures, enhance energy efficiency, and increase customers' willingness to purchase. | |
| Response strategy and financial impact of the response measures | 1. The Procurement Department shall work with suppliers to find alternative solutions for the manufacturing process, jointly develop technologies and products that can effectively save energy and reduce carbon emissions, and obtain carbon footprint labeling where feasible. 2. Set the goal for reduction of energy consumption (e.g. fuel, electricity, and water) and develop an energy conservation plan. 3. Invest in or replace with energy-saving equipment to gradually phase out relatively energy-intensive process equipment. This will reduce electricity costs in the long run. 4. Promote energy conservation activities among employees and advocate for the reuse of recyclable products. 5. Assess the feasibility of green electricity usage. |
| Item | Implementation | |
|---|---|---|
| Result and performance | 1. Sun Moon Lake Antique Assam Tea Farm conducted an ISO 14067 product carbon footprint inventory for black tea (including TTES No. 8) grown in the production area. In mid-April 2026, it was the first in Taiwan to obtain the carbon footprint label for naturally grown TTES No. 8 (Assam black tea), demonstrating its low-carbon production process and sustainable agriculture practice. 2. We partnered with suppliers to reposition waste tea branches from tea production as a renewable resource, and developed the “TCC paper” with a distinctive design and quality. By incorporating FSC-certified reconstituted fiber technology and fiber restructuring techniques, the consumption of virgin pulp and environmental impact have been effectively reduced. "TCC paper" has already been adopted for packaging Daxi Tea Factory’s 100th Anniversary Gift Box in 2026, with the design embodying the sustainable principle of “resources from the land, value returned to the design.” | |
| 3. Describe the impact of the extreme climate event and transformation action on the finance. | 1. The issue of climate change has led to a decrease in the bearing capacity of land development and utilization, and the difficulty or cost of the environmental restoration and maintenance technologies has increased gradually. 2. For any development items, the variation of rainfall due to climate change makes it necessary to consider the effect of increased rainfall on the land. This may affect the land use intensity and the investment scale of environmental maintenance facilities. 3. Increased environmental risk leads to the rise of the environmental maintenance cost and the cost for setup of soil and water conservation facilities. 4. The investment on R&D and manufacture costs of a company as well as the cost for recruitment of professional talents may increase. 5. The operating revenue of a company may drop substantially if it is not able to catch up with the trend of sustainable products and services, or fails to meet the requirements of the stakeholders in time. 6. Being affected by the environmental or climate policy of the government, extra power sources may be needed (e.g. use of green electricity), or there is a risk of production schedule adjustment or work suspension. 7. Punishment is received because of failure to follow government regulations. 8. The Climate change brings about uneven distribution of rain. It may cause shortage in water resources and thus affect the stability of the supply and the quality of the products. 9. Lead to reduced tea leave production volume, worse quality, slow product growth, and damage to quality to affect the supply stability and quality of purchased products. 10. Uneven rainfall may lead to worse quality of tea leaves or damage to product quality. Increase of quality |
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| Item | Implementation |
|---|---|
| inspection and QC measures may be needed and management cost may increase as a result. | |
| 11. The government of every country has established GHG related regulations and thus increased the operating cost of the Company. TTC may stop the operations or receive a punishment due to failure to catch up with the planned net zero emission roadmap of the government in time. | |
| 12. The government amends GHG related regulations and the Company must observe the amendments. The selected suppliers and products must comply with the low-carbon principle. Low carbon emitting suppliers and products shall be selected for the office equipment of the Company, and this increases the search time and purchase cost. | |
| 13. The government has revised the regulations and planned a schedule that companies must observe for carrying out carbon inventory. There will be operating cos no matter whether having the guidance of a professional team or conducting the inventory independently. | |
| 14. Hire existing service providers to conduct carbon inventory and provide reports and commit to carbon reduction. However, this will lead to an increase in operating costs of the Company. | |
| 15. Describe how the identification, assessment and management process of climate risks are integrated in the overall risk management system. | TTC’s climate topic identification process |
| In response to the risks and opportunities in the climate change, TTC incorporates climate change in the daily operations and long-term strategies. To identify the type of the risk, time interval of the impact, extent of loss, likelihood of occurrence, and nature of the business and establish a climate risk identification process. | |
| STEP 1 | |
| Collection of climate related topics | |
| We followed the TCFD principles to collect domestic and international climate-related research reports and summarized these to TTC’s 10 climate risk topics and 6 climate opportunity topics. | |
| STEP 2 | |
| Assessment of the interactivity between the climate related topics and the impact on business | |
| Based on the nature of the business, each business unit of TTC assesses how climate risk and opportunity topics affect its daily operations. | |
| STEP 3 | |
| Assessment of the extent of impact produced by the climate risk and opportunity | |
| The opinions on the extent of impact, likelihood of occurrence, and time interval of impact of the risk and opportunity is collected from each unit through a questionnaire survey. The scores of the climate risk and opportunity are calculated based on two dimensions of “extent of impact” and “likelihood of occurrence” |
| Item | Implementation |
|---|---|
| to define the order of the climate risk and opportunity in terms of the materiality. | |
| STEP 4 | |
| Establishment of corresponding strategies and targets | We establish management approaches and subsequent climate action plans for the risk items identified. |
| 16. Where scenario analysis is used for assessment of the resilience facing the climate change risk, the scenario, parameters, assumption, and analysis factor used as well as the impact on the finance shall be described. | Physical Risk Scenario Analysis: Landslide and Flooding at the Operating Sites |
| Analysis methodology | |
| This physical risk scenario analysis used slope disaster and flooding simulations to assess potential disaster impacts at the Company’s operating sites across Taiwan. The analysis considered these risks from two perspectives to provide a comprehensive understanding of potential future events at each location. The analysis methods for each disaster risk are detailed below. |
Slope disaster risk
The calculation of physical slope disaster risk is primarily conducted using the Disaster Risk Adaptation (Dr.A) platform provided by the National Science and Technology Center for Disaster Reduction (https://dra.ncdr.nat.gov.tw/). This platform utilizes the latest CMIP6 (Coupled Model Intercomparison Project Phase 6) model data from the Taiwan Climate Change Projection Information and Adaptation Knowledge Platform (TCCIP) of the National Science and Technology Council to assess hazard indicators of the slope disasters and incorporates greenhouse gas emission scenario assumptions (SSP1-2.6, SSP2-4.5, SSP3-7.0, and SSP5-8.5). It simulates rainfall impacts from multiple atmospheric circulation models and employs an multi-model approach (GCMs) to evaluate and reduce uncertainties in climate change scenarios, thereby assessing future slope disaster risk levels across different regions.
The slope disaster refers to the slope, specifically those above 100 meters in elevation or with an average slope exceeding 5%, where soil, rock debris, and rock are vulnerable to the effects of gravity. These materials have experienced soil erosion, collapses, landslides, or debris flows due to the factors such as typhoons, heavy rainfall, earthquakes, and inappropriate land development. When these threaten the structure on or below a slope and result in loss of human life, socioeconomic impact, or ecological damage, it is termed a slope disaster.
The slope disaster simulation model used in this study is based on the risk definition of hazard, vulnerability, and exposure as outlined by the IPCC (2012), and utilizes indicators from previously developed slope disaster |
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| Item | Implementation |
|---|---|
| risk maps (Chen et al., 2016). Daily rainfall data provided by TCCIP under CMIP6 climate scenarios are used to analyze the probability of extreme rainfall as a hazard indicator. The vulnerability indicator is based on the potential for geological disasters and a nationwide collapse range analysis, while exposure is measured based on the Company's operating revenue. This analysis assesses the impact of the slope disaster on the Company, with details on each indicator provided below:1. Hazard: Using future rainfall estimates from CMIP6 in different global warming scenarios, the probability of extreme rainfall events (>350mm/day) is calculated for each grid. Based on the average value of the slope disaster response warning value for Taiwan provided by the NCDR, and the CWA-defined torrential rain as accumulated rainfall reaching 350 mm or more within 24 hours, the threshold for rainfall-induced slope disasters across Taiwan is set at a daily rainfall exceeding 350 mm to estimate the probability of extreme rainfall events.2. Vulnerability: The slope disaster vulnerability is analyzed using two key indicators of geological hazard potential and bare land area. By overlaying the 2014 and 2016 hazard maps of debris slides, rockslides, rockfalls, and dip slopes (published by the Central Geological Survey and Mining Management Agency, MOEA) with the 2018 island-wide landslide data (provided by the Forestry and Nature Conservation Agency, MOA), the area ratio of townships and districts is used as the slope vulnerability indicator.3. Exposure: This refers to the target potentially affected by external hazards. In this physical risk scenario analysis method, the revenue of the business location of the company concerned is used as a basis for assessing the affected target. The location with higher operating revenue experiences a relatively greater impact of the disaster.4. Risk: The slope disaster risk is composed of the hazard, vulnerability, and exposure indicators described above. It refers to the potential of landslides on slopes during extreme rainfall events linked to climate change, which could impact the business location of a company and result in losses. Climate change disaster risk has inherent uncertainties. Risk levels are presented through a tiered system, with the higher tiers indicating greater risk.Through the above model, analyses are conducted using short-, medium-, and long-term 1slope disaster simulation results from both the moderate emission scenario (SSP2-4.5) and the extremely high emission scenario (SSP5-8.5). The medium emissions scenario (SSP2-4.5) is characterized with the land use and aerosol pathway that are less extreme than those of other Shared Socioeconomic Pathways (SSPs), as a combination of moderate social vulnerability with moderate radiative forcing. It is more neutral and closely |
| Item | Implementation |
|---|---|
| reflects current climate trends compared to other scenarios. The extremely high emissions scenario (SSP5-8.5) represents a very high forcing pathway and is the only SSP scenario projected to produce 8.5 W/m2of radiative forcing by 2100. This scenario depicts a more severe climate environment and is therefore used as the basis for assumptions about the most adverse future climate outcomes.Flooding riskThe calculation method for physical flood risks relies primarily on the overlay analysis based on the third-generation flood potential map provided by the Water Resources Agency, Ministry of Economic Affairs (https://fhy.wra.gov.tw/fhyv2/disaster/downloads). Prediction results are categorized as follows: no impact, 0.3–0.5 meters, 0.5–1 meter, 1–2 meters, 2–3 meters, and greater than 3 meters. The flood potential map incorporates the results of the drainage system, regional flood simulations, and flood-prone area management plans. It also considers the flood process (flow velocity and water level rise rate) as well as the differences in rainfall distribution between plains and mountainous areas. Ten quantitative rainfall scenarios were designed and simulated: 150, 250, and 350 mm every 6 hours; 200, 300, and 400 mm every 12 hours; and 200, 350, 500, and 650 mm every 24 hours.Short-term assessments cover the current potential disaster situation in the area; mid-term assessments involve simulations conducted before 2040; and long-term assessments involve simulations conducted before 2060.The flood potential map is created to proactively understand disaster risks. Currently, it cannot simulate the precipitation and flooding associated with future typhoons and floods; therefore, it is made based on hydrological analysis to establish different rainfall amounts and rainfall patterns. The map is intended solely for pre-disaster flood preparedness and emergency response. The map's production process involves numerous considerations and assumptions, and its time and spatial resolution and complexity significantly affect the outcome, leading to inherent uncertainty in the results.The climate scenarios selected for this analysis are SSP2-4.5 (limiting future warming to within 2°C) and SSP5-8.5 (where future warming exceeds 4°C). Using data from TCCIP, the single-day maximum rainfall for each county and city in Taiwan is determined under a 90% confidence level for both scenarios. This rainfall forecast data for each county and city is then linked to flood potential maps to complete the scenario analysis.Analysis resultThe Company currently has 13 business locations. Following slope disaster model analysis, five locations (all company-owned, with three situated in the same complex) are identified as having a slope disaster risk level of 4 or higher under the defined scenarios, and require increased attention. The remaining locations are considered to be at medium or low risk (risk levels 3 or below). The complete statistical analysis results are as |
| Item | Implementation | ||||||
|---|---|---|---|---|---|---|---|
| follows: Table 1: Physical Risk Scenario Analysis Results_Slope Disasters | |||||||
| Locations | General scenario SSP2-4.5 | Severe scenario SSP5-8.5 | |||||
| Short-term | Midterm | Long-term | Short-term | Midterm | Long-term | ||
| Hsinchu headquarters | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | |
| Pingtung Branch Office/Laopi Tea Farm | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | |
| Nantou Branch Office | Level 5 | Level 5 | Level 5 | Level 5 | Level 5 | Level 5 | |
| Miaoli Branch Office | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | |
| Sanxia Branch Office | Level 3 | Level 3 | Level 3 | Level 3 | Level 2 | Level 3 | |
| Sun Moon Lake Antique Assam Tea Farm | Level 5 | Level 5 | Level 5 | Level 5 | Level 5 | Level 5 | |
| LuGao Cafe | Level 3 | Level 3 | Level 4 | Level 3 | Level 3 | Level 3 | |
| Daxi Tea Factory | Level 4 | Level 4 | Level 4 | Level 4 | Level 4 | Level 4 | |
| Tongluo Tea Factory | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | |
| Headquarters Store | Level 2 | Level 2 | Level 2 | Level 2 | Level 1 | Level 2 | |
| Yu Chi Tea Factory | Level 5 | Level 5 | Level 5 | Level 5 | Level 5 | Level 5 | |
| San Yi Tea Factory | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | |
| Xiong Kong Tea Factory | Level 3 | Level 3 | Level 3 | Level 3 | Level 2 | Level 3 | |
| Based on the overlay analysis of various locations, only one site exhibits potential flood risk under the designated flooding scenarios. The remaining sites are estimated to be unaffected by potential flooding. The statistical analysis results of each location are as follows: Table 2: Physical Risk Scenario Analysis Results_Flooding Disaster | |||||||
| Analysis result | Maximum potential flood depth in each scenario. | ||||||
| General scenario (SSP2-4.5) | Severe scenario (SSP5-8.5) | ||||||
| Short-term | Midterm | Long-term | Short-term | Midterm | Long-term | ||
| Locations | Hsinchu headquarters | No risk | No risk | No risk | No risk | No risk |
| Item | Implementation | ||||||
|---|---|---|---|---|---|---|---|
| Pingtung Branch Office/Laopi Tea Farm | 0.5-1 meter | 1-2 meter | 1-2 meter | 0.5-1 meter | 1-2 meter | 0.5-1 meter | |
| Nantou Branch Office | No risk | No risk | No risk | No risk | No risk | No risk | |
| Miaoli Branch Office | No risk | No risk | No risk | No risk | No risk | No risk | |
| Sanxia Branch Office | No risk | No risk | No risk | No risk | No risk | No risk | |
| Sun Moon Lake Antique Assam Tea Farm | No risk | No risk | No risk | No risk | No risk | No risk | |
| LuGao Cafe | No risk | No risk | No risk | No risk | No risk | No risk | |
| Daxi Tea Factory | No risk | No risk | No risk | No risk | No risk | No risk | |
| Tongluo Tea Factory | No risk | No risk | No risk | No risk | No risk | No risk | |
| Headquarters Store | No risk | No risk | No risk | No risk | No risk | No risk | |
| Yu Chi Tea Factory | No risk | No risk | No risk | No risk | No risk | No risk | |
| San Yi Tea Factory | No risk | No risk | No risk | No risk | No risk | No risk | |
| Xiong Kong Tea Factory | No risk | No risk | No risk | No risk | No risk | No risk | |
| Because our locations are at higher risk of slope disasters, the Company has continuously and proactively strengthened disaster prevention measures at each operating site. We have ensured thorough disaster preparedness for severe disasters and developed disaster prevention SOPs to effectively respond to and mitigate sudden, unexpected disasters.Regarding flood risk, currently only the Pingtung Branch is located in an area identified as having relatively higher potential for flooding. In addition to strengthening flood risk management at that location, the Company has continued to enhance climate risk management measures in other areas where flood hazards have not yet been identified.In addition to the measures above, the Company continuously discloses various climate change risks in the sustainability report and on its official website annually, and has formulated control measures based on the analysis results to strengthen its operational resilience to physical risks. | |||||||
| 5. If there is any transformation plan in response to the management of climate-related risks, describe the contents of the plan and the metrics and targets used for identification and management of physical and transformation risks. | Scenario analysis of transformation risk - Analysis of TTC's carbon reductionAnalysis methodologyThis time, the calculation method continues to build on past practices by referencing international carbon fee |
| Item | Implementation | |
|---|---|---|
| estimation parameters. However, this year we shifted to assessing the potential financial impact of transformation carbon costs/expenses under the Company's own carbon reduction pathway in different scenarios to inform the development and adjustment of a carbon reduction strategy more closely aligned with our goals.This year, with financial considerations in mind, we used as a reference the carbon price parameters provided by the Network for Greening Financial System (NGFS). The focus was on selecting scenarios closer to current expectations: a moderate emission pathway aligned with a below 2°C warming target, and a disorderly transition to a fragmented world scenario (with warming targets of 1.8°C and 2.4°C, respectively) in the event global emission reduction goals were not met. These scenarios served as a basis for developing the company's climate governance strategy. To clearly analyze the reliability of the results, we assumed that the Company maintained the current operating model and carbon reduction plan, and analyzed our own emissions based on an annual reduction rate of approximately 3%.Table 3:Transformation Risk Climate Scenarios, Parameters, and Assumptions | ||
| NGFS Climate Scenario | Scenario Parameters and Corporate Assumptions | |
| Disorderly | Scenario parameters:Under the NGFS scenario below 2°C, the carbon cost rose to NT$500 in 2025 and is projected to reach approximately NT$4,500 by 2050. The carbon cost of a fragmented world has risen gradually from NT$450 to approximately NT$3,000.Corporate assumptions:Business As Usual (BAU) as the corporate operation assumption. | |
| Scenario Assumptions and Warming Target Reference2. | ||
| Below 2°C Fragmented World |
Corporate Governance Report
Item
Implementation
| Below 2°C Below 2°C gradually increases the stringency of climate policies, giving a 67% chance of limiting global warming to below 2°C. This scenario assumes that climate policies are introduced immediately and become gradually more stringent though not as high as in Net Zero 2050. COII is deployment is relatively low. Net zero CO2 emissions are achieved after 2070. Physical and transition risks are both relatively low. | Fragmented World The Fragmented World scenario assumes delayed and divergent climate policy ambition globally, leading to high physical and transition risks. Countries with net zero targets achieve these only partially (80% of the target), while the other countries follow current policies. | ||
|---|---|---|---|
| °C Policy ambition 1.8°C | °C Policy reaction Immediate and smooth | °C Technology change Moderate change | °C High Regional policy variation Low variation |
| °C Policy ambition 2.4°C | °C Policy reaction Delayed and fragmented | °C Technology change First slow, then fragmented | °C Low-Medium use High variation |
Reference: NGFS website, https://www.ngfs.net/ngfs-scenarios-portal/explore.
Analysis result

Under a climate development scenario aligned with the expectation of limiting warming to below 2°C, and assuming the Company achieves a 3% annual carbon reduction rate, the scenario assumptions indicate higher carbon costs to remain within the 2°C limit. Consequently, costs in 2050 are projected to potentially impact revenue by as much as 2.11%, while the financial impact of transitioning towards existing goals is expected to remain manageable. However, if the world trends toward fragmentation, the increase in carbon costs will
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| Item | Implementation | |||||||
|---|---|---|---|---|---|---|---|---|
| be more moderate. With the Company’s stable carbon reduction efforts, the impact of these costs will amount to only about 0.33% of the revenue. Should this scenario materialize, as predicted by the forecasting institution, other raw material and energy costs may increase to a greater extent, and energy source risks should be evaluated. | ||||||||
| Climate-related risks | Transformation risk | |||||||
| Carbon emission scenario | Below 2°C | Fragmented World | ||||||
| Time range | 2030 | 2040 | 2050 | 2030 | 2040 | 2050 | ||
| Possible additional or corresponding carbon costs may arise from the implementation of new regulations and policies. | Estimated carbon cost growth range | $500-$1,300 | $1,300-$2,600 | $2,600-$4,400 | $450-$500 | $500-$1,800 | $1,800-$3,100 | |
| Incremental costs as a percentage of revenue (2024) | 0.38% - 1.38% | 1.47% - 2.1% | 1.5% - 2.11% | 0.14% - 0.24% | 0.25% - 0.33% | 0.25% - 0.33% | ||
| According to the analysis result of the transformation risk, the Company will continue to pay close attention to its greenhouse gas emissions and international carbon pricing trends. It will establish Taiwan Tea Corporation's energy conservation and carbon reduction policies. The main development directions include leveraging its advantages in natural farming or organic cultivation, increasing afforestation, promoting energy conservation, rewarding carpooling, purchasing oil-electric hybrid official vehicles, and replacing traditional lamps. We are devoted to planned afforestation to plant new types of trees in the forests on a yearly basis. Up to the end of 108, the total area of the Company’s afforestation has reached about 475 hectares. | ||||||||
| 6. If internal carbon pricing is used as a planning tool, describe the basis of the pricing. | The Company has not yet adopted carbon pricing as a planning tool. | |||||||
| 7. If a climate related target is defined, the activities | The Company currently does not use carbon offsets or renewable energy certificates (RECs). |
| Item | Implementation | |
|---|---|---|
| covered, the scope of GHG emissions, the schedule planned, and the progress to be achieved every year shall be described; where carbon offsets or renewable energy certificates (RECs) are used to achieve related targets, the source and quantity of the carbon credits offset or the quantity of the RECs shall be described. | Taiwan Tea Corporation owns a large amount of land and has wide areas of mountains and forests that completely meet the criteria for GHG reduction measures. With the Company’s mountain and forest management aligned with the important policies and measures of the government, the Company can also gain a positive position by making use of its natural advantages while focusing on environmental protection instead of simply using the land. | |
| The main objective of the current energy management policy adopted by Taiwan Tea Corporation is to cut the carbon emissions produced by the business operation. Related measures include the “restoration of tea plantations and the use of natural or organic farming methods,” “more tree planting and natural environmental protection,” “promotion of energy saving concept of turning off power when not using it,” “encouragement of carpooling and taking public transportation systems,” and “future tendency of buying hybrid electric cars as the company vehicles,” etc. | ||
| TTC’s GHG Inventory Schedule | ||
| Work items | Expected completion date | |
| Set up a dedicated (concurrent) unit to assess the number of dedicated (concurrent) personnel and the scope of their functions; set up an internal verification unit. | By the end of June 2024 | |
| Develop the plans of talent training, strategic objectives, control mechanism, internal verification and external verification. | By the end of December 2024 | |
| Complete GHG inventory | By the end of December 2025 | |
| Perform external verification | By the end of December 2027 | |
| 8. Greenhouse gas inventory and assurance status, as well as reduction targets, strategies, and concrete action plans (indicated in 1-1 and 1-2 separately) | The Company completed the 2025 greenhouse gas inventory in March 2026. The reduction targets, strategies, and concrete action plans are detailed in Table 1-2. |
1-1 The company's greenhouse gas inventory and assurance in the last two years
1-1-1 Information on greenhouse gas inventory
Describe the emission volume (tCO2e), intensity (tCO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years
According to the inventory report, the Company set 2022 as the base year for carbon inventory, and the inventory scope included TTC Hsinchu Hukou Headquarters, Sanxia Branch Office, Miaoli Branch Office, Nantou Branch Office, Pingtung Branch Office, and related stores and tea factories. Including Headquarters Store, Xiong Kong Tea Factory, Daxi Tea Factory, Refining Factory, San Yi Tea Factory, Tongluo Tea Factory, Yuchi Tea Factory, Sun Moon Lake Antique Assam Tea Farm, LuGao Cafe, and Laopi Tea Farm. It also covers the Company's land located in Taipei City (Zhongzheng, Neihu). New Taipei City (Sanxia, Xindian, and Wulai), Taoyuan City (Daxi and Fuxing), Hsinchu County (Xinpu, Hukou), Miaoli County (Tonglu and Sanyi), Nantou County (Puli and Yuchi), Kaohsiung City (Gushan, Sanmin), Pingtung County (Neipu).
In 2024, the Company's direct greenhouse gas emissions of Category 1 were 1,007.973 tCO2e, accounting for 32.76% of its total emissions; the indirect greenhouse gas emissions of Category 2 were 2,068.488 tCO2e, accounting for 67.24% of its total emissions. For Category 3, the indirect emissions from employee commuting were 247.750 tCO2e.
In 2025, the Company's direct greenhouse gas emissions of Category 1 were 813.198 tCO2e, accounting for 29.29% of its total emissions; the indirect greenhouse gas emissions of Category 2 were 1,962.924 tCO2e, accounting for 70.71% of its total emissions. For Scope 3, the indirect emissions from employee commuting were 187.717 tCO2e.
The Company adheres to its firm commitment to eco-friendliness and sustainable operations. The total emissions of Category 1 and Category 2 in 2024 were 3,076.461 tCO2e and the forest carbon uptake reached 18,685.678 tCO2e.
The total emissions of Category 1 and Category 2 in 2025 were 2,776.122 tCO2e and the forest carbon uptake reached 18,640.427 tCO2e.
Note: The Company's total carbon emissions for 2025 were 2,776.122 tCO2e, a decrease of 2,822.787 tCO2e from 5,598.909 tCO2e in 2022 (the base year). The main reason is that the Pingtung Branch reduced emissions by 2,472.891 tCO2e compared to the base year. In 2025, the Pingtung Branch accounted for 80.01% of total emissions and was therefore the primary target of the 2025 emission reduction strategies. Further, category 2 indirect energy emissions were dominant at the Pingtung Branch (1,593.447 tCO2e), reflecting its significant electricity consumption. However, this represented a reduction of 1,663.363 tCO2e from 3,256.810 tCO2e in the base year (2022).
Unit: tCO2e/year
| 2024 | 2025 | |
|---|---|---|
| Category 1 | 1,007.973 | 813.198 |
| Category 2 | 2,068.488 | 1,962.924 |
| Total | 3,076.461 | 2,776.122 |
| Total forest carbon uptake | 18,685.678 | 18,640.427 |
| Total difference | -15,609.217 | -15,864.305 |
1-1-2 Information on greenhouse gas assurance
| Describe the assurance status for the last two years as of the date of publication of the annual report, including the scope of assurance, the assurance provider, assurance standards, and assurance opinions. |
|---|
| The Company expects to complete the greenhouse gas assurance informance by the end of December 2027. |
1-2 GHG reduction targets, strategies, and concrete action plans
| Describe the greenhouse gas reduction base year and its data, reduction targets, strategies, and concrete action plans, as well as the achievement of the reduction targets. | |||
|---|---|---|---|
| TTC’s Energy Saving and Carbon Reduction Strategies and Objectives | |||
| Category | Energy Saving Strategy | Scope and Performance | Objective |
| Equipment replacement | Improvement to the heat sources of factories (Laopi Tea Farm) | Replacing the old boilers fueled by heavy oil with low-polluting gas-powered boilers | The use of heavy oil has been reduced, which significantly cuts fuel pollution. |
| Energy audit and replacement of agricultural machinery (Laopi Tea Farm) | Choosing the agricultural machinery with energy saving function and high efficiency. | The air pollution has been reduced. | |
| Purchase of new processing equipment (Laopi Tea Farm) | Focusing on the heating value recovery and enhancing the heat insulation capacity to prevent heat loss. | The fuel consumption has been cut down. | |
| Foresight | Afforestation | Updating the species of trees every year. | Up to the end of 2025, the total area of the Company’s afforestation has reached about 475 hectares. |
| Setup of solar power system | Utilizing the unused land that is not suitable for planting and development and the partial roof areas of the new and existing factories to set up the solar power system. | The operating revenue has been increased accordingly and sustainable green management has been achieved. | |
| Policy | Turning off lights whenever they’re not used | Turning off lights in the offices whenever they’re not used or during the lunch break, and checking if lights are turned off during the off-duty hours. | The electricity has been saved. |
| Controlling the temperature of air conditioners | Independent air conditioning with the temperature set to 26-28 degrees | The electricity has been saved. | |
| Use of natural farming techniques or organic farming | Use of integrated pest management (IPM) rules, including three basic principles: 1. Keep harmful | The gradual reduction in pesticide use for the control of pests, diseases, and weeds has |
Corporate Governance Report
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| organisms below the economic injury level instead of sparing none. 2. Use non-chemical control methods, if possible. 3. Where use of agents is unavoidable, select them carefully and make sure to minimize their effect on beneficial organisms, human beings and the environment. | lessened environmental impact. This not only helps improve soil health and the ecological environment, but also promotes increasing biodiversity in tea plantations, advancing toward environmentally friendly and sustainable agricultural practices. | ||
|---|---|---|---|
| Paperless operations | We currently use the online clocking in/out of Soar Cloud and reduce paper consumption using online approval. We also reuse recycled paper for print-out of documents in the offices if possible. enhancing the implementation of paperless operations during meetings, and replacing paper announcements with electronic announcements. | The use of paper has been avoided to cut down on waste. | |
| Design and packaging of products | Mainly using materials that are simple, eco-friendly, non-toxic and decomposable. | The waste has been reduced. | |
| Catering for employees | Using reusable food ware with melamine one prohibited. | The waste has been reduced. | |
| Energy Saving Results: To ensure sustainable management, TTC has cut the use of paper. In 2021, the Company has adopted the online approval process and paperless payslip operation with the HRM system of Soar Cloud. In order to transit smoothly to the new system, we have applied the new and old systems at the same time for nine months, with several explanatory sessions held and timely assistance provided for the employees having problems with the use during the pilot period. After the system came into operation formally, the use of paper has been significantly decreased while the approval process has been accelerated. | |||
| Year | Purchased Volume of Paper | Compared to the Previous Year | |
| 2025 | A4-250 reams (expected to be used until December 2026) | Same | |
| 2024 | A4 - 250 reams (expected to be used till December 2025) | A4 increased by 250 reams | |
| 2023 | Nil | A4 reduced by 500 reams; A3 reduced by 25 reams | |
| 2022 | A4-500 reams, A3-25 reams (expected to be used until December 2023) | The same for A4, A3 additional 12 reams for A3 | |
| 2021 | A4 - 250 reams | A4 reduced by 250 reams; A3 reduced by 25 reams | |
| Environmental Project |
As a landowner holding an area of land that covers one-thousandth of the main island of Taiwan in total, Taiwan Tea Corporation regards the efficient use of agricultural land as the fundamental way of performing the land manager's duty when it comes to the use of all the land assets, while being devoted to the development of green energy industries is another aspect of bringing benefits to the land and environment. As a result, the afforestation and the application of the photovoltaic system have become the development direction of our use of land, which shows how Taiwan Tea Corporation values the environment and brings some real earnings to the Company.
Project 1 Afforestation Project
Implementation of the project:
(I) Checking the areas of afforestation within the pieces of land managed by the branch offices based on the land resources.
(II) Actively participating in the enterprise forums related to the planning of forest carbon sink certification system organized by the Forestry Bureau, Council of Agriculture, Executive Yuan, to understand the forest status of the Company and whether we meet the conditions of application for carbon credits.
(III) Finding out the zones suitable for afforestation through the investigation into the managed land areas, updating the species of trees a year by year and area by area as per the short-term, middle-term and long-term plans, and, according to the plan, clearing up and thinning the unnecessary trees in weed tree areas, growing or moving trees, and clearcutting or harvesting the areas that have mature forest forms with new planting plans implemented.
By absorbing carbon dioxide from the air, the growing trees effectively convert CO2 into usable forest resources, which can be used in our forest management program beyond their already substantial role in global carbon reduction.
Implementation result: Up to the end of 2025, the total area of the Company's afforestation has reached about 475 hectares.
The Company established a GHG inventory group in May 2023 to conduct GHG inventory earlier. We also commissioned a professor team of the Department of Forestry, National Chung Hsing University, to assess GHG inventory and plan natural carbon sink. The Company will make use of agricultural and forest resources and different natural carbon sink increasing methods to reduce GHG emissions, acquire carbon credits or offset credits, and promote sustainable development.
Benefit Analysis Tables
| Benefit Item | Detailed Benefits |
|---|---|
| Profits from carbon trading | Carbon credits (i.e., carbon emission allowances) generated from tree planting have gradually become established as an international trading mechanism. Taiwan's carbon trading scheme officially launched in October 2024. Currently, all submitted and listed reduction projects are fixed-price transactions, with a total capacity of 6,080 tCO2e across six projects, priced between NT$2,500 and NT$4,000 per ton. Future prices will be determined by market forces. Whether carbon prices are reasonable and stable, and whether a price advantage will emerge between carbon rights projects, remains to be observed. With TTC's bases located throughout northern, central, and southern Taiwan, long-term investment and operation are expected to yield even greater benefits than those seen today. |
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| Afforestation area maintenance | Considering that the profits from carbon trading are only possible after the market becomes mature, the Company has set the maintenance and management of afforestation areas as the direction of implementation to create more benefits for the environment. Holding the perspective of land management, we have managed every part of our mountains, forests and lands appropriately, provided zones for new afforestation work or forest form organization, and carried out mountain and forest maintenance year by year and area by area, so that we can immediately get engaged in the carbon credit market to share the outcomes and benefits when the overall mechanism of the market is developed. The volume of woods cut from mature forest forms can also be traded as a wood resource, which allows the Company to keep the motivation of afforestation by investing the capital resources. |
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| Project 2 Setup of Solar Power System | |
| --- | --- |
| Implementation of the project: | |
| Typically, the photovoltaic system can be divided into three categories by configuration: roof-mounted, ground-mounted, and water-based. As the threshold of technology and the cost for the setup of the roof-mounted photovoltaic system are relatively low, and that one can easily apply for the setup of this type of photovoltaic system, finish the construction and put the system into operation within a short period of time, and soon get the related revenue from the power generation, the Company chose to develop this type of photovoltaic system first after the consideration. | |
| Ground-mounted, and water-based systems are for laying on unfavorable land, ponds and other sites. They are further divided into all ground type or agricultural type (photovoltaics) green energy agricultural facilities by configuration. The site selection condition is generally a flat and complete land lot. The capacity of the power generation equipment can be maximized in terms of the benefit depending on the land scale. The application procedure for installation of a system is relatively complex and, generally speaking, it takes a long time for the application. The Company started the setup assessment and planning of large photovoltaic systems on the ground in 2023. We will work with solar power operators to set up the system. | |
| Implementation Result: | |
| The Company worked with a system operator to build solar photovoltaic systems on the roofs of the tea factory and employee dormitory of Laopi Tea Farm in Pingtung. The facility has officially been in power generation since 2020, with a total approved installation capacity of 513.96KWh. The total actual power generation in 2024 was 662,273 kWh (with a power generation of 582,592 kWh from the system on the roof and 79,681 kWh from the system on the dormitory. The total actual power generation in 2025 was 595,532 kWh, with a power generation of 521,470 kWh and from the system on the roof and 74,062 kWh from the system on the dormitory. | |
| Planning in the future: | |
| To increase the profit, improve the Company's financial structure, and support the government's green power policy, the Company will cooperate with system operators to build photovoltaic power generation facilities at Laopi Tea Farm in Pingtung, except for the reserved part of |
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the tea plantation.
| Benefit Item | Detailed Benefits |
|---|---|
| Profits from power generation | Te Company has built a rooftop solar photovoltaic system at the tea factory and on the roof of the employee dormitory at Laopi Tea Farm in cooperation with the system operator to develop green power. The setup of the solar photovoltaic system facilities was completed in 2020 and the green energy system has been officially connected in parallel with the Taiwan Power Company's electricity transmission and distribution network and put into power generation. |
| Life extension of the buildings | To lower the impact of the weight of photovoltaic devices upon the roofs of the buildings, we have taken the load-bearing capacity of roofs and the specification criteria such as wind resistance, waterproof function, etc. of the solar panels into account when designing the structures of the tea factory and the dormitory. It is expected that the protection of the rooftop of buildings can be ensured after the setup of the system. |
| Reduction in the energy consumption of the buildings | After the solar photovoltaic panels were installed, most of the sunlight can be blocked, and the indoor temperature control can directly reflect the effects of these panels on the roof heat transfer. The air conditioning cost saved due to the lower room temperature is expected to be far higher than the profits from the system, which is an invisible but the most practical benefit of the solar photovoltaic system. |
(VII) Implementation of ethical corporate management, differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof
| Item | Operation Status (Note) | Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| I. Establishment of ethical management policies and programs | ||||
| (I) Does the Company establish ethical corporate management policies that are adopted by the Board of Directors and explicitly state such policies and the practice thereof in its Articles of Incorporation and external documents? Do the Board of Directors and top management actively fulfill their commitments to implementing the management policies? | V | (I) 1. The Company established the “Ethical Management Best Practice Principles” at the 17th meeting of the 19th Board of Directors, and then disclosed the same on the Company's website and MOPS after the Principles were adopted at the annual meeting of shareholders in 2011. The Company amended the provisions of the Principles at the 6th meeting of the 21st Board of Directors in accordance with regulations and submitted the amended provisions to the annual meeting of shareholders in 2015. On July 5, 2019, the amended provisions were adopted at the 20th of the 22nd Board of Directors and submitted to the annual meeting of shareholders in 2020 for reporting. | ||
| 2. The Company reports the implementation of ethical management and corporate governance to the Board of Directors at least once a year. | ||||
| 3. When signing contracts with customers, the Company informs them they are required to observe the “honesty and integrity” agreement. | ||||
| (II) Does the Company establish a | No difference |
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| Item | Operation Status (Note) | Differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons thereof | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly with the inclusion of the prevention measures against each behavior specified in Article7, Paragraph 2 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”? | “Ethical Management Best Practice Principles” the preventive measures against the business activities specified in Article 7, Paragraph 2 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and those within their business scope which are at a higher risk of being involved in unethical conduct. In addition, we have established an effective accounting system and internal control system, and review them as needed to ensure the effectiveness of these systems. To actively prevent and address unethical behavior, our company established the "Whistleblower and Complaint System for Breaches of Ethical Conduct" on January 15, 2015. In accordance with our Ethical Conduct Code, the "Ethical Conduct Procedures and Guidelines" were approved by the 19th meeting of the 22nd Board of Directors on June 13, 2019. Additionally, on March 13, 2024, certain provisions of the "Whistleblower and Complaint System for Breaches of Ethical Conduct" were revised to specifically define the matters that our directors, managerial officers, employees, and actual controlling persons should be aware of when performing their duties. These revised provisions were duly promulgated and implemented. (III) The Company formulated the “Report and Complaint System for Violation of Ethical Management” on January 15, 2015, resolved at the 19th meeting of the 22nd Board of Directors | |||
| (III) Does the Company specify the operating procedures, behavior guidelines, discipline of violation and complaint system in the prevention program for unethical conduct, and | V | No difference |
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No difference
The Company has disclosed the organizational structure and functional operation of the ethical management on the website. |
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(III) All important contracts between the Company and others shall include ethical management policies. If the trading counterpart is discovered to be engaged in unethical conduct, the Company may terminate or rescind the contract at any time. A system for avoidance of conflict of interest of directors has been specified in our Rules and Procedures of Board of Directors Meetings. | No difference |
| (IV) Does the Company establish an effective accounting system and internal control system to implement ethical management? Does the internal audit unit draft relevant audit plans based on the results of the unethical conduct risk assessment? Is the compliance of the prevention program for the unethical conduct audited accordingly by the internal audit unit or committed accountants? | V | | (IV) We have established effective systems for accounting and internal control. The auditors of the Company have examined the compliance with these systems. The “Regulations on Risk Management Policies and Procedures of Taiwan Tea Corporation” was established in 2020 and then submitted to the 8th meeting of the 23rd Board of Directors on November 12, 2020 for adoption to strengthen the audits and prevent unethical conduct. In addition, the implementation status of the risk management in the previous year was reported to directors at the 1st meeting of Board of Directors in the first quarter every year. The implementation status of risk management in 2025 was submitted to the Audit Committee for review and reported to the Board of Directors on January 31, 2026. | No difference |
| (V) Does the Company regularly organize internal and external training regarding ethical | V | | (V) Since 2014, the Company has regularly organized internal and external education and training | No difference |
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Note: No matter whether the “Yes” or “No” box is checked, the implementation shall be described in the Summary field.
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1. Code of Ethical Conduct for Directors and Managerial officers
Article 1: Purpose of and basis for adoption
This Code is adopted to encourage directors and managerial officers of the Company (including general managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of a company) to act in line with ethical standards and to help interested parties better understand the ethical standards of the Company.
Article 2: Scope of adoption
(1) Prevention of conflicts of interest:
Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, for example, when a director or managerial officer of the Company is unable to perform their duties objectively and efficiently, or when a person in such a position takes advantage of their position in the Company to obtain improper benefits for either themselves or on behalf of someone else. The Company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. However, if the aforesaid parties are not subject to the above-mentioned procedures and may have conflicts of interest with the Company, the party concerned shall be notified to voluntarily explain to the Board of Directors or supervisors of the Company whether there is any potential conflict between them and the company.
(2) Minimizing opportunities to pursue personal gains:
The Company shall prevent any directors or managerial officers from engaging in any of the following activities: (1) Seeking an opportunity to pursue personal gains or acquire such gains by using company property or information or taking advantage of their positions; (2) Competing with the Company. When the Company has an opportunity for profit, it is the directors and managerial officers' responsibility to maximize the reasonable and proper benefits that can be obtained by the Company.
(3) Confidentiality:
The directors and managerial officers of the Company shall be bound by the obligation to maintain the confidentiality of any information regarding the Company or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or the suppliers and customers.
(4) Fair trade:
Directors and managerial officers shall treat all the suppliers and customers, competitors, and employees of the Company fairly, and may not obtain improper
benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions or through misrepresentation of important matters, or other unfair trading practices.
(5) Safeguarding and proper use of company assets:
All directors and managerial officers have the responsibility to safeguard company assets and ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or a waste of the assets will directly impact the Company's profitability.
(6) Legal compliance:
The Company shall strengthen the compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.
(7) Encouraging reporting on illegal or unethical activities:
The Company shall raise the awareness of ethics internally and encourage employees to report to any of the Company's Audit Committee, managerial officers, chief internal auditor, or other appropriate individuals upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct. To encourage employees to report such violations, the company is required to adopt a concrete whistle-blowing system, allow anonymous reporting, and ensure that employees know that the company will do everything it can to protect the safety of informants, in order to safeguard whistle-blowing employees from retaliation.
(8) Disciplinary measures:
When a director or managerial officer violates the Code of Ethical Conduct, the Company shall handle the matter in accordance with the disciplinary measures prescribed in the Code. It shall, without delay, disclose on the Market Observation Post System (MOPS) the date of the violation by the violator, reasons for the violation, the provisions of the Code violated, and the disciplinary actions taken. The Company shall establish a relevant complaint system to provide remedies for the person acting in violation of the Code of Ethics Conduct.
Article 3: Procedures for exemption
The Board of Directors shall adopt an exemption for directors or managerial officers from compliance with the Code of Ethical Conduct. The information on the date on which the Board of Directors adopted the exemption, objections or reservations of independent directors, and the period of, reasons for, and principles supporting the application of the exemption must be disclosed without delay on the MOPS, so that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the Code and to safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstances under which such an exemption occurs.
Article 4: Methods of disclosure
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The Company shall disclose the Code of Ethical Conduct it has adopted, and any amendments to it, on the company website, in the annual reports and prospectuses, and on the MOPS.
Article 5: Enforcement
The Company's Code of Ethical Conduct, and any amendments to it, shall enter into force after being adopted by the Audit Committee and the Board of Directors and submitted to a shareholders' meeting.
- Report and Complaint System for Violation of "Ethical Management"
I. General provisions
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The System is established to govern the professional conduct of the directors, independent directors, management personnel, and employees of the Company, and encourage them to strictly observe relevant laws, industry regulations and guidelines, professional ethics, and the rules and bylaws of the Company to create at atmosphere of integrity, diligence, and professionalism, and avoid any conduct that may affect the interests of the Company and shareholders.
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The "whistleblowing" referred to in the System means that any unit or person reports or discloses to the Company any conduct in violation of the "ethics management" of the Company or the Code of Ethics Conduct regarding the "conduct or ethics" of the employees or any conduct affecting the interests of the Company in an open or non-open form.
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The whistleblower and informed party include the top management personnel, each branch and department, and all the employees to the extent of covering all the business management and development matters.
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All the whistleblowing information is confidential to the informed party to protect the whistleblower. The whistleblowing case involving any top managerial officer of the Company will be communicated to the Audit Office to protect the whistleblower's interests.
II. Scope of whistleblowing
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The conduct violating the company's financial system or attempting to manipulate the company's financial statements, such as any direct or indirect influence of the management or any employee on the authenticity and correctness of the financial statements.
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The conduct violating the law, order, or rule applicable to the Company.
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The Conduct violating the policy, system, or code of ethics of the Company.
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The Conduct pursuing improper gains or taking or offering commercial bribes in violation of the integrity in business operation.
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The corrupt conduct of the management or any employee in any form.
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The conduct of any other kinds affecting the interests of the Company.
III. Whistleblowing approach
The whistleblower may report violations by letter or email or in a face-to-face manner
using the real name.
- Mail address: No. 3, Zhonghua Road, Hukou Township, Hsinchu County
- Email: [email protected]
- Internal acceptance unit: Chairman Office
The Company makes the whistleblowing methods public via announcement or other approaches. Whistleblowers may report violations using the announced methods.
IV. Whistleblowing handling process
- Acceptance
(1) Dedicated whistleblowing handling personnel are appointed in the Chairman Office. All whistleblowing matters, including relevant emails, letters, or interviews, shall be recorded and filed properly. Relevant emails shall be printed out for filing purposes. Letters shall be retained together with the envelopes.
(2) After recording the whistleblowing matters, the handling personnel shall decide if they meet the investigation requirements.
(3) For whistleblowing matters that do not meet the investigation requirements, the handling personnel shall record the reasons, submit them to the Chairman for approval, and keep them in the archives.
- Investigation
(1) For whistleblowing matters that meet the investigation requirements, the Chairman designates a case leader to form a team and handle the case based on the following grades:
Grade A:
For the whistleblowing case involving any director, independent director or management team of the Company, or any matters that are serious in nature, begin an initial investigation and judgment of the complaints and take the following actions if the circumstances concerned are basically true:
A. For the whistleblowing case involving a director violating the Articles of Incorporation or the "Ethical Management Best Practice Principles" of the Company, report to an independent director of the Company to decide the investigation method and put forward handling proposals based on the result of the investigation.
B. For the whistleblowing case involving any top management personnel violating the Articles of Incorporation or the "Ethical Management Best Practice Principles" of the Company, report to the Chairman of the Company to decide the investigation method and put forward handling proposals based on the result of the investigation.
C. For the whistleblowing case involving any independent director violating the Articles of Incorporation or the "Ethical Management Best Practice Principles" of the Company, report to the Board of Directors of the Company to decide the investigation method, report to the shareholders'
meeting, and put forward handling proposals based on the result of the investigation.
D. For the whistleblowing case involving any management deficiencies or other major faults at the company level, report to the Board of Directors of the Company without delay. The Board of Directors shall decide the investigation method pursuant to the internal control system and requirements of the Company. After the circumstances are ascertained, the unit responsible for the investigation raises the handling and improvement suggestions and proposals, and report the handling status to the Board of Directors of the Company.
Grade B:
Take the following actions for the whistleblowing case in which the circumstances concerned are true and constitute discipline violating the code of conduct but does not involve any director, independent director, or top management personnel of the Company upon initial investigation and judgment:
A. For the whistleblowing or complaint case involving violation of the Company's "Code of Conduct or Ethics for Employees," the Chairman Office shall designate personnel to make further investigation and verification of the case, put forward handling proposals based on the result of the investigation, or provide handling suggestions to the unit (department) of the informed party. The unit (department) of the informed party is responsible for handling the whistleblowing. The handling department (unit) shall report the result to the Chairman Office.
B. For the whistleblowing or complaint case involving management deficiencies or faults of the Company or incident related unit, the Chairman's Office notifies the department concerned to put forward suggestions or proposals on remedial or rectification measures for the management deficiencies listed in the whistleblowing case. The department concerned shall take remedial or rectification measures in a timely manner for its deficiencies or faults based on the suggestions or proposals and shall report the result to the Chairman Office in time.
Grade C:
If the initial investigation and judgment indicate a whistleblowing or complaint case involving malicious attack, false accusation, or calumniation due to personal animosity, the appropriate punishment will be imposed or the whistleblower will be transferred to the judicial organ depending on the severity of the damage brought about by the effect that the act of the whistleblower on the informed party or the Company.
A. The whistleblower may understand the handling progress of the
whistleblowing case through the whistleblowing handling personnel.
B. The project leader of the whistleblowing case may, if needed, contact the whistleblower through case personnel to acquire more information. Except for special circumstances, the project leader shall not contact the whistleblower directly, if possible, to minimize the risk to the whistleblower.
- Investigation results
The Legal Affairs Department of the Company transfers the whistleblowing case that discloses lawbreaking conduct and is found true during the judicial organ investigation.
V. Appeal
Any internal person of the Company who is punished or is an informed party of a whistleblowing case may file an appeal to ascertain the truth in a way as defined in this article.
VI. Maintenance of whistleblowing files
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A “whistleblower file” refers to all records related to the process of reporting, acceptance, investigation, and reporting of reported matters. This includes, but is not limited to, paper documents, audio files, and all other forms of data. These records should be retained for at least 3 years.
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After the investigation report is put forward, the project leader shall collect and compile relevant whistleblowing files, transfer them to the whistleblowing handling personnel, and control all the whistleblowing files as confidential documentation.
VII. Requirements and regulations on whistleblowing
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The whistleblowing handling personnel shall keep confidential properly the information related to the whistleblower. All the matters such as the concrete whistleblowing contents and related investigation tasks shall be handled without disclosing the whistleblower’s identity. The name, department, contact information of the whistleblower shall in no circumstances be made public without the written consent of the whistleblower. The Company shall impose discipline on the whistleblowing handling personnel who violate this article or do not act with the due care of a good administrator depending on the severity of the case.
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Where the whistleblowing handling personnel have the relationship of a relative or friend with the whistleblower or informed party, or the whistleblowing handling personnel or any of their relatives or friends has any interests in the whistleblowing case. There are other circumstances that may affect the whistleblowing case. The whistleblowing personnel shall voluntarily avoid the case. The whistleblower may request avoidance from the handling personnel related to the whistleblowing case.
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The whistleblower shall provide the name and unit of the informed party, the concrete facts of violations, and the circumstances and proofs, and shall be responsible for the whistleblowing contents. No person shall report any violations on behalf of others or use the whistleblowing system to discredit or take vengeance on the informed party.
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Where an intentional false accusation or calumniation against the informed party is found true, the requirements of relevant laws shall apply.
- The whistleblower shall report the issue using the normal approaches of the Company.
- Where cooperation of the whistleblower is needed, the whistleblower shall cooperate appropriately and provide correct information, and shall not interfere with the investigation of the whistleblowing case.
- Relevant departments and personnel shall cooperate appropriately with the whistleblowing handling personnel in the investigation and connection of evidence.
- No personnel of the Company shall obstruct or suppress whistleblowing cases in any form or take any actions to attack or hurt whistleblowing handling personnel. Where any of the acts above are proved true, the Company will impose discipline or transfer the case to the judicial organ.
VIII. Rewards to whistleblowers
If what the whistleblower reports is found true during the investigation and has a great contribution to the Company, the whistleblowing will be reported to the Board of Directors. The Chairman may grant rewards depending on the circumstances.
IX. Supplementary provisions
The System, and its amendment, take effect upon approval of the Chairman.
- Insider Trading Prevention Regulations
Article 1 To establish a good management system to prevent insider trading, the Company formulated the Regulations in accordance with Article 8 of the "Regulations Governing Establishment of Internal Control Systems by Public Companies" for compliance.
Article 2 Definition of insider trading:
According to Paragraph 1 in Article 157-1 of the Securities and Exchange Act, once any person stated in the subparagraphs under the Paragraph knows any information about a material impact on the price of the stocks of the issuing company, he/she purchases or sells its stocks listed or traded on the Taipei Exchange or the equity-type securities before the information is disclosed or within 18 hours after the disclosure.
Article 3 Constituent element of insider trading:
I. Subject: The regulations prohibiting insider trading shall apply to any persons specified in the subparagraphs under Paragraph 1 in Article 157-1 of the Securities and Exchange Act:
(1) Insider:
A. a director, supervisor, and/or managerial officer of the company, and/or a natural person designated by the government or a juristic person to perform duties as a representative. According to competent authorities' interpretation, a "managerial officer" may be a general manager, deputy general manager, assistant manager or their equivalents, and
may also be a financial officer, accounting officer or any other personnel managing affairs for the company or have the authority to sign on behalf of the company; (Subparagraph 1)
B. shareholders holding more than 10% of the shares of the company. (Subparagraph 2)
(2) Quasi-insider:
A. any person who has learned the information because of occupational or controlling relationship:
a company employee, or a lawyer or CPA appointed by the company to handle relevant affairs, who has learned any material information due to the occupational relationship. A quasi-insider may also be a parent company that has learned any material information of any of its subsidiaries due to the controlling relationship.
According to competent authorities' interpretation, a "person who has learned the information because of occupational relationship" includes but not limited to any conventional practitioner including lawyers, CPAs or management consultants and generally may be any person who is able to obtain any information that leads to changes in the price of the stocks of the issuing company by taking advantages of his/her job; (Subparagraph 3)
B. a person who, though no longer among those listed in one of the preceding three subparagraphs, has only lost such status within the last six months. (Subparagraph 4)
(3) Tippee: any person who has learned the information from any of the persons named in the preceding four subparagraphs.
II. "Information that has a material impact on the price of stocks":
The information refers to any information related to the finance and business affairs of the Company, or the supply and demand of the Company's securities on the market, or public tender of such securities. The information will have a material impact on the price of the Company's stocks or will have a material impact on a reasonably prudent investor's investment decision. To clarify the standard for identifying material information, competent authorities enacted the "Regulations Governing the Scope of Material Information and the Means of its Public Disclosure" on May 30, 2006.
These Regulations specify the scope for 19 types of material information, including the information relating to any material transaction of public offering and issuance or private placement of equity-type securities, capital reduction, corporate merger, acquisition, or split, share exchange, conversion, or transfer of shares from others, direct or indirect investment project; occurrence of a
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significant event of internal control-related malpractice, irregular transactions, or defalcation of the Company's assets; an error or omission in a financial report prepared by the Company, with respect to which relevant regulations require a correction to and further a restatement of the financial report; the situation that the Company's securities traded on the centralized securities exchange market are subject to an event of bidding, auctioning, material default in settlement, change of the original method of trading, or suspension, limitation, or termination of trading, or that there is any circumstance that may lead to any such event.
III. Knowing possession:
refers to a subject who has learned any material information of the Company, for example, Director Mr. A learns that the board of director adopts the proposal for suspending the business of Company E due to his attendance at the meeting.
IV. Timing of purchase or sale:
The said Director Mr. A purchases or sells the stocks of Company E after he learned the material information and before disclosure of such information or within 18 hours after the disclosure.
V. Subject of purchase or sale:
including listed, OTC, or emerging stocks, or other equity-type securities such as convertible corporate bonds.
Article 4 Criminal and civil liabilities for illegal insider trading:
I. Criminal liability:
Any person violating the regulations prohibiting insider trading may be sentenced to imprisonment not less than 3 years but not more than 10 years and may also be punished by a fine over NT$10,000,000 but not to exceed NT$200,000,000 in accordance with Paragraph 1 in Article 171 of the Securities and Exchange Act; if the stability of the securities market is harmed, the punishment shall be increased by one-half.
If the proceeds seized from crime by the person reach more than NT$100,000,000, the person shall be sentenced to a term of imprisonment not less than 7 years and be punished a fine over NT$25,000,000 but not to exceed NT$500,000,000 according to Paragraph 2 in the same article; if the stability of the securities market is harmed, the punishment shall be increased by one-half.
II. Civil liability:
Subject to Paragraph 2 in Article 157-1 of the Securities and Exchange Act, any person in violation of the regulations prohibiting insider trading shall be held liable to trading counterparts who on the day of the violation undertook the opposite-side trade with bona fide intent, for damages in the amount of the difference between the price of securities bought or sold by the said counterpart
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who may claim for compensation and the average closing price for ten business days after the date of public disclosure. The court may, upon the request of the counterpart, treble the damages payable by the said violators should the violation be of a severe nature; the court may also reduce the damages where the violation is minor.
Article 5 Regulations on Insider Trading Prevention Management:
I. Establish and maintain insider information.
II. File the information about the shareholding of insiders.
III. Learn if there is any abnormality in the changes in the insiders' shareholding.
IV. Discuss the solution for discovered abnormalities with relevant departments.
V. Strengthen the promotion of insider trading.
VI. Conform to the principle of material information disclosure.
Article 6 Where there are any matters that are not covered in the Regulations, they shall be subject to the Securities and Exchange Act.
Article 6 The Regulations shall take effect after the Chairman's approval, and the same shall apply to any amendments thereto.
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(VIII) Other information that useful for understanding more about the implementation status of corporate governance.
- Acquisition of certificates by the Company’s personnel related to transparency of financial information
| Certificate acquired | Issuer | Number of personnel |
|---|---|---|
| Internal control personnel | Securities and Futures Institute | 5 |
| Share affairs personnel | Securities and Futures Institute | 1 |
-
The Company establishes the “Insider Trading Prevention Regulations” and “Important Information Handling Regulations” as a basis for us to deal with and disclose important information. We review both regulations as needed to ensure their compliance with applicable laws and practices. SOP documents with regard to the aforementioned two regulations are prepared and announced on our website for managerial officers and employees to look up whenever necessary. We also irregularly notify the employees about important information and related matters to which attention shall be paid.
-
We report the implementation status of insider trading prevention to the Board of Directors on an irregular basis every year (at least once). For more information on the dissemination of prevention from participation of directors and managerial officers in insider trading in 2025 and related educational training courses, please refer to Pages 107~111 and 195~197 of the Annual Report. The information on concrete implementation of prohibition from insider trading is disclosed on our website.
-
205 -
(IX) Implementation of the internal control system
- Declaration on internal control
Internal Control System Declaration of Taiwan Tea Corporation
Taiwan Tea Corporation
Internal Control System Declaration
Date: March 9, 2026
Based on the result of self-inspection of the Company's internal control system in 2025 we hereby declare the following:
I. The Company is clearly aware that the establishment, implementation, and maintenance of an internal control system are the responsibility of the Company's Board of Directors and managerial officers, and the Company has established such a system. The purpose of this system is to provide reasonable assurance in terms of business performance, efficiency (including profitability, performance, and asset security), reliable, timely and transparent financial reporting, and compliance with relevant regulations and laws.
II. Some limitations are inherent in all internal control systems. No matter how perfect the design is, an effective internal control system can only provide a reasonable assurance regarding the achievement of the above three intended objectives; moreover, due to changes in the environment and circumstances, the effectiveness of the internal control system may change accordingly. However, the internal control system of the Company features a self-monitoring mechanism that allows us to immediately take corrective actions upon identification of any deficiencies.
III. The Company judges whether the design and implementation of the internal control system is effective based on the criteria for judging the effectiveness of the internal control system set out in the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the "Regulations"). The criteria for examining the effectiveness of internal control systems in the "Regulations" divide an internal control system into five components based on the processes of management and control: 1. control environment, 2. risk assessment, 3. control activities, 4. information and communication, and 5. monitoring operation. Each component elements includes several item. Please see "Regulations" for the aforementioned items.
IV. The Company has adopted the aforesaid judgment criteria for the internal control system to determine whether the design and implementation of the internal control system are effective.
V. Based on the results of the assessment in the preceding paragraph, the Company is of the opinion that, as of December 31, 2025, the internal control system of the parent and all subsidiaries, including the effectiveness of operations and the extent to which targets are achieved; reliable, timely, and transparent reporting; and compliance with applicable laws and regulations; as well as the design and implementation of the system, are effective and can reasonably assure the achievement of the foregoing objectives.
VI. This statement will form the main content of the Company's annual report and prospectus and will be made public. Any illegal misrepresentation or concealment in the public
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statement above is subject to the legal consequences described in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
VII. This declaration was adopted by the Board of Directors on March 9, 2026 without any objections from the 9 attending directors. The contents of the declaration were unanimously agreed by the directors.
Taiwan Tea Corporation
Chairman: Ching-Yuan Wu

signature
General manager: Ching-Yuan Wu

- If a CPA is entrusted to perform a special audit on the internal control system, the audit report shall be disclosed: None.
(X) Major resolutions at shareholders meetings and Board of Directors meetings in the most recent year up to the publication date of this annual report:
- Major resolutions at the annual meeting of shareholders in 2025 and implementation thereof:
| Meeting date | Summary of major proposals | Resolution | Implementation |
|---|---|---|---|
| 2025.06.18 | Re-election of all directors | Election of five directors (excluding independent directors0 | |
| Shang-Yang Asset Management Co., Ltd. | |||
| Representative: Ching-Yuan Wu | |||
| 1,498,860,270 rights | |||
| Shang-Yang Asset Management Co., Ltd. | |||
| Representative: Chun-Houei Hsieh | |||
| 590,946,610 rights | |||
| Shang-Yang Asset Management Co., Ltd. | |||
| Representative: Yu-Chang Huang | |||
| 590,929,947 rights | |||
| Shang-Yang Asset Management Co., Ltd. | |||
| Representative: Hui-Ting Wu | |||
| 590,922,594 rights | |||
| YSC Marketing Co., Ltd. - Representative | |||
| Wei-Lin Shao | |||
| 590,859,681 rights | |||
| Election of four independent directors | |||
| Li-Chi Yeh 368,833,807 rights | |||
| Shen-Lung Wang 368,591,579 rights | |||
| Chung-Ho Sung 368,502,061 rights | |||
| Sheng-Tsheng Lee 366,752,604 rights | Pursuant to the resolution of the shareholders' meeting, the 25th Board of Directors held its first meeting on June 20, 2025, to elect the Chairman and Vice Chairman, and the company change registration was approved by the Ministry of Economic Affairs on July 29, 2025. | ||
| 2024 operational financial statements (including the business report and separate financial statements) | Voting results: | ||
| 593,375,777 affirmative votes, accounting for 97.39% of the total votes represented by the attending shareholders in the voting. | |||
| 95,193 dissenting votes (0.02%) | |||
| 15,823,686 votes abstained/not voted (2.59%) | |||
| Invalid votes represented by shareholders present: 0 (0%) | |||
| The number of affirmative votes exceeded the number required by law. The proposal was passed as proposed. | Transfer to relevant accounts pursuant to the resolution. |
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| Meeting date | Summary of major proposals | Resolution | Implementation |
|---|---|---|---|
| 2024 Deficit Compensation | Voting results: 593,560,180 affirmative votes, accounting for 97.42% of the total votes represented by the attending shareholders in the voting. 103,604 dissenting votes (0.02%) 15,630,872 votes abstained/not voted (2.57%) Invalid votes represented by shareholders present: 0 (0%) The number of affirmative votes exceeded the number required by law. The proposal was passed as proposed. | The proposal has been implemented in accordance with the resolution made by the shareholders’ meeting. | |
| Amendments to the Company’s Articles of Incorporation. | Voting results: 593,566,807 affirmative votes, accounting for 97.42% of the total votes represented by the attending shareholders in the voting. 100,223 dissenting votes (0.02%) 15,627,626 votes abstained/not voted (2.57%) Invalid votes represented by shareholders present: 0 (0%) The number of affirmative votes exceeded the number required by law. The proposal was passed as proposed. | The proposal was executed in accordance with the resolution of the shareholders' meeting and has been submitted to the Department of Commerce, MOEA for registration changes. | |
| Discussion on the lifting of non-competition restrictions on new Directors. | Voting results: 593,106,656 affirmative votes, accounting for 97.34% of the total votes represented by the attending shareholders in the voting. 450,846 dissenting votes (0.07%) 15,737,154 votes abstained/not voted (2.578%) Invalid votes represented by shareholders present: 0 (0%) The number of affirmative votes exceeded the number required by law. The proposal was passed as proposed. | The proposal has been implemented in accordance with the resolution made by the shareholders’ meeting. |
- Major resolutions at Board of Directors meetings in 2025 up to the publication date of this annual report:
(1) Major resolutions at Board of Directors meetings in 2025 and 2026 include:
| Meeting date | Meeting type | Important Resolutions |
|---|---|---|
| 2025.1.13 | 22nd meeting of the 24th Board of Directors | * Report of matters related to corporate governance. |
| ➤ Report of the implementation of intellectual property management in 2024. | ||
| ➤ Report of the implementation of risk management in 2024. | ||
| * Report of CSR-related matters. | ||
| 1. Proposal for the Company’s 2025 business plan and budgets was adopted. | ||
| 2. Proposal for the policy of remuneration for directors and managerial officers recommended by the Compensation Committee in 2025 was adopted. | ||
| 3. Proposal for approval of the distribution of the 2024 year-end bonus for the Company’s managerial officers was adopted. | ||
| 4. Proposal for approval of the distribution of the 2024 year-end bonus for the Company’s Chairman and Vice Chairman was adopted. | ||
| 2025.03.13 | 23rd meeting of the 24th Board of Directors | * Report of matters related to corporate governance. |
| ➤ Report of the implementation of the performance evaluation of the Board of Directors in 2024. | ||
| ➤ Promotion of sustainable development - The Company’s planning report of GHG emission inventories and audits. | ||
| 1. Adopted the Company’s 2024 business report and individual financial report. | ||
| 2. Proposal for earnings distribution and loss reimbursement for 2024 was adopted. | ||
| 3. Proposal for the compensation and annual independence and competency review of the Company’s CPAs was adopted. | ||
| 4. Proposal for the Company’s “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2024 was adopted. | ||
| 5. Proposal for the Company’s bank loans was adopted. | ||
| 6. Adopted the Company’s managerial officer salary adjustment proposal. | ||
| 7. Partial amendments to the Company’s “Articles of Incorporation” were adopted. | ||
| 8. Proposal for reelection of all the directors at the 2025 annual meeting of shareholders was adopted. | ||
| 9. Proposal for the acceptance of shareholders’ director nomination and the place and period for the acceptance was adopted. | ||
| 10. Proposal to be submitted to the 2025 Annual General Meeting of Shareholders for approval to lift the non-compete restrictions on the elected directors of the 25th |
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| Meeting date | Meeting type | Important Resolutions |
|---|---|---|
| Board of Directors was adopted. | ||
| 11. Proposal for the matters about the cause of the 2025 annual meeting of shareholders and the establishment of relevant matters was adopted. | ||
| 2025.04.22 | 24th Board of Directors | |
| 24th meeting | 1. Passed the candidate list of directors (independent directors) of the Company. | |
| 2025.05.12 | 24th Board of Directors | |
| 25th meeting | * Report of matters related to corporate governance. | |
| * Promotion of sustainable development - The Company’s planning report of GHG emission inventories and audits. | ||
| 1. Proposal for the report of the Company’s 2025 Q1 separate financial statements was adopted. | ||
| 2. Proposal for the Company’s bank loans was adopted. | ||
| 3. Proposal regarding INA Energy Corporation's lease of a land lot at the Pingtung Laopi Tea Farm and its application for a royalty adjustment due to changes to the environmental impact assessment regulations was adopted. | ||
| 2025.06.20 | 25th Board of Directors | |
| 1st meeting | * All directors present at the meeting unanimously elected Director Ching-Yuan Wu as the Chairman of the Company. | |
| * All directors present at the meeting unanimously elected Hui-Ting Wu as the Vice Chairman of the Company. | ||
| 1. Proposal for appointment of the Company’s Remuneration Committee members was adopted. | ||
| 2025.06.30 | 25th Board of Directors | |
| 2nd meeting | * Report on corporate governance matters - the professional qualifications and independence of the new independent directors elected at the shareholders' meeting on June 18, 2025 were reviewed by the corporate governance officer and found to be in compliance with relevant laws and regulations. | |
| 1. Proposal for the attendance fee for directors and remuneration to independent directors of the 25th Board of Directors was adopted. | ||
| 2. Proposal for change of the Company's CPAs was adopted. | ||
| 3. Proposal for the remuneration to the Company’s current executive director (the Chairman serving concurrently as General Manager) and managerial officers was adopted. | ||
| 4. Proposal for the remuneration to the Vice Chairman was adopted. | ||
| 5. Proposal for adjustment of the supervisor positions to meet business needs of the Company was adopted. | ||
| 2025.08.11 | 25th Board of Directors | |
| 3rd meeting | * Report on corporate governance matters – report on renewal of directors’ and supervisors’ liability insurance. | |
| * Promotion of sustainable development - The Company’s |
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| Meeting date | Meeting type | Important Resolutions |
|---|---|---|
| 1. planning report of GHG emission inventories and audits. | ||
| Proposal for the report of the Company’s 2025 Q2 separate financial statements was adopted. | ||
| 2. Proposal for the Company's 2024 Sustainability Report was adopted. | ||
| 3. Proposal for partial amendments to the Company's "Internal Control System" was adopted. | ||
| 4. Proposal for the scope of the Company's entry-level employees was adopted. | ||
| 5. Proposal for changed of the Company’s stock service agent was adopted. | ||
| 2025.11.12 | 25th Board of Directors | |
| 4th meeting | * Promotion of sustainable development - The Company’s planning report of GHG emission inventories and audits. | |
| 1. Proposal for the report of the Company’s 2025 Q3 separate financial statements was adopted. | ||
| 2. Proposal for the Company’s bank loans was adopted (Fuxing Branch of Hua Nan Commercial Bank) | ||
| 3. Proposal for the Company’s bank loans was adopted (World Trade Center Branch of Mega International Commercial Bank) | ||
| 4. Proposal for the Company’s 2026 audit plan was adopted. | ||
| 2026.01.30 | 25th Board of Directors | |
| 5th meeting | * Report of matters related to corporate governance. | |
| Report of the implementation of intellectual property management in 2025. | ||
| Report of the implementation of risk management in 2025. | ||
| * Report of CSR-related matters. | ||
| 1. Proposal for the Company’s 2026 business plan and budgets was adopted. | ||
| 2. Proposal for the policy of remuneration for directors and managerial officers recommended by the Compensation Committee in 2026 was adopted. | ||
| 3. Proposal for approval of the distribution of the 2025 year-end bonus for the Company’s managerial officers was adopted. | ||
| 4. Adopted the Company's managerial officer salary adjustment proposal. | ||
| 5. Proposal for approval of the distribution of the 2025 year-end bonus for the Company’s Chairman and Vice Chairman was adopted. | ||
| 2026.03.09 | 25th Board of Directors | |
| 6th meeting | * Report on matters related to corporate governance and promotion of sustainable development. | |
| * Report of the implementation of the performance evaluation of the Board of Directors in 2025. | ||
| * Promotion of sustainable development - The Company’s |
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| Meeting date | Meeting type | Important Resolutions |
|---|---|---|
| * planning report of GHG emission inventories and audits. | ||
| Promotion of sustainable development - IFRS | ||
| Sustainability Disclosure Standards - introduction plan | ||
| and implementation schedule report. | ||
| 1. Adopted the Company's 2025 business report and | ||
| individual financial report. | ||
| 2. Proposal for earnings distribution and loss reimbursement | ||
| for 2025 was adopted. | ||
| 3. Proposal for the Company’s “Effectiveness evaluation of | ||
| the internal control system” and “Internal Control System | ||
| Declaration” for 2025 was adopted. | ||
| 4. Proposal for the Company’s bank loans was adopted. | ||
| 5. Proposal for the matters about the cause of the 2026 | ||
| annual meeting of shareholders and the establishment of | ||
| relevant matters was adopted. |
(2) Resolution:
All proposals were passed as proposed by all attending directors and independent directors following discussion.
(3) Implementation: All proposals have been implemented pursuant to the resolution.
- Major resolutions at Audit Committee meetings in 2025 up to the publication date of this annual report:
(1) Major resolutions at Audit Committee meetings in 2025 and 2026 include:
| Meeting date | Meeting type | Important Resolutions |
|---|---|---|
| 2025.01.13 | 3rd Audit Committee 18th meeting | * Internal audit report |
| Implementation of the Company’s risk management in 2024. | ||
| 1. Proposal for the Company’s 2025 business plan and budgets was adopted. | ||
| 2025.03.13 | 3rd Audit Committee 19th meeting | 1. Adopted the Company’s 2024 business report and individual financial report. |
| 2. Proposal for earnings distribution and loss reimbursement for 2024 was adopted. | ||
| 3. Proposal for the compensation to and annual independence and competency review of the Company’s CPAs was adopted. | ||
| 4. Proposal for the Company’s “Effectiveness evaluation of the internal control system” and “Internal Control System |
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| Meeting date | Meeting type | Important Resolutions |
|---|---|---|
| Declaration” for 2024 was adopted. | ||
| 2025.05.12 | 3rd Audit Committee 20th meeting | * Internal audit report |
| 1. Proposal for the report of the Company’s 2025 Q1 separate financial statements was adopted. | ||
| 2. Proposal regarding INA Energy Corporation's lease of a land lot at the Pingtung Laopi Tea Farm and its application for a royalty adjustment due to changes to the environmental impact assessment regulations was adopted. | ||
| 2025.06.30 | 4th Audit Committee 1st meeting | * Internal audit report |
| 1. Proposal for change of the Company's CPAs was adopted. | ||
| 2025.08.11 | 4th Audit Committee 2nd meeting | Internal audit report |
| 1. Proposal for the report of the Company’s 2025 Q2 separate financial statements was adopted. | ||
| 2. Proposal for partial amendments to the Company's "Internal Control System” was adopted. | ||
| 2025.11.12 | 4th Audit Committee 3rd meeting | * Internal audit report |
| * The Company entrusted KPMG to assist in the disclosure of sustainability information (IFRS) and preparation of the 2025 Sustainability Report. | ||
| 1. Proposal for the report of the Company’s 2025 Q3 separate financial statements was adopted. | ||
| 2. Proposal for the Company’s 2026 audit plan was adopted. | ||
| 2026.01.30 | 4th Audit Committee 4th meeting | * Internal audit report |
| 1. Proposal for implementation of the Company’s risk management in 2025 was adopted. | ||
| 2026.03.09 | 4th Audit Committee 5th meeting | 1. The Company's 2025 business report and individual financial report was adopted. |
| 2. Proposal for earnings distribution and loss reimbursement for 2025 was adopted. | ||
| 3. Proposal for the Company’s “Effectiveness evaluation of the internal control system” and “Internal Control System Declaration” for 2025 was adopted. |
(2) Resolution:
Passed as proposed by all independent directors.
(3) Implementation: All proposals have been implemented pursuant to the resolution after being submitted to the Board of Directors for review.
(XI) If any directors or supervisors (audit members) express dissent or reservation, which has been recorded or is delivered in writing, over any major resolutions made by the Board of Directors in the most recent year up to the publication date of this annual report, the contents of such resolutions shall be disclosed:
None.
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IV. Information about CPAs' fees
(I) Information about CPAs' fees
Unit: NT$ thousand
| Name of CPA firm | Name of CPA | Audit period | Audit fee | Non-audit fee | Total | Remarks |
|---|---|---|---|---|---|---|
| EY Taiwan | CHIH-MING CHAN G | 2025/01/01~2025/03/31 | 300 | 1,200 | 1,500 | NT$800 thousand for ESG sustainability report, NT$240 thousand for assurance of ESG sustainability report, and NT$160 thousand for limited assurance of Internet shopping packaging reduction report. |
| CHUN-TING MA | ||||||
| KPMG | Shih-Chin Chi | 2025/04/01~2025/12/31 | 1,700 | 250 | 1,950 | NT$250 thousand for attestation of tax report For business needs, the Company's Board of Directors approved the change of CPAs on June 30, 2025. |
| Hsin-Ting Huang |
Please specify the content of the non-audit service fee: (such as tax certificate, confirmation, or other financial consulting services)
- If the CPA firm has been changed and the audit fee paid to the new CPA firm in the year is less than the previous year, the amounts before and after the replacement as well as the reasons thereof shall be disclosed: None.
- If the audit fee decreases by more than 10% YoY, the decreased amount, percentage and reason for the decrease shall be disclosed: None.
V. Information about the replacement of CPAs
If the Company changed CPAs in the most recent two years and their subsequent periods, the following information shall be disclosed:
(I) About the former CPA
| Date of change | 2025/06/30 | |||
|---|---|---|---|---|
| Reason for the change and a description | For business needs | |||
| Description of the termination or non-acceptance on the side of the client or CPA | Party | Certified Public Accountant | Client | |
| Voluntary termination of the appointment | ✓ | |||
| No longer accepting (renewing) the appointment | ||||
| Audit opinions, other than unqualified opinions, issued in the most recent two year and reasons | Nil | |||
| Any disagreements with the Issuer | Yes | Accounting principles or practices | ||
| Disclosure of financial statements | ||||
| Audit scope or procedure | ||||
| Others | ||||
| Nil | ✓ | |||
| Description | ||||
| Other disclosures (Article 10, Paragraph 6, Item 1-4 to Item 1-7 of the Regulations should be disclosed) | Nil |
(II) About the successor CPA
| CPA firm | KPMG |
|---|---|
| Name of CPA | Shih-Chin Chi and Hsin-Ting Huang |
| Date of appointment | 2025/06/30 |
| If prior to the formal engagement of the successor CPA, regarding the accounting treatment of or application of accounting principles to a specific transaction, or the type of audit opinion that might be rendered on the financial report, the issues that were the subjects of those consultations and the consultation results | Nil |
| Written opinion of the successor CPA on matters on which the former CPA disagreed | Nil |
(III) The former accountant's response to Article 10, Paragraph 6, Item 1 and Item 2(3) of the Regulations: Not applicable.
VI. The Company's Chairman, General Manager, or managerial officers responsible for handling financial or accounting affairs held a position in the CPA firm or any of its affiliates in the most recent year
None.
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VII. Transfer of equity interests and changes in pledge of equity conducted by directors, supervisors, managerial officers, and shareholders having a shareholding ratio of more than 10% in the most recent year up to the publication date of this annual report
(I) Changes in equity of directors, supervisors, managerial officers, and major shareholders
| Title | Name | 2025 | As at April 13 of the year | ||
|---|---|---|---|---|---|
| Increase (decrease) of shares held | Increase (decrease) of shares pledged | Increase (decrease) of shares held | Increase (decrease) of shares pledged | ||
| Chairman | Shang-Yang Asset Management Co., Ltd. | ||||
| Representative: Ching-Yuan Wu | 0 | 0 | 0 | 0 | |
| Director | Shang-Yang Asset Management Co., Ltd. | ||||
| Representative: Hui-Ting Wu | 0 | 0 | 0 | 0 | |
| Director | YSC Marketing Co., Ltd. | ||||
| Representative: Wei-Lin Shao | 0 | 0 | 0 | 0 | |
| Director | Wei-Fu Investment Co., Ltd. | ||||
| Representative: Chih-Kuang Yen | 0 | 0 | 0 | 0 | |
| Director | Shang-Yang Asset Management Co., Ltd. | ||||
| Representative: Yu-Chang Huang | 0 | 0 | 0 | 0 | |
| Director | Shang-Yang Asset Management Co., Ltd. | ||||
| Representative: Chun-Houei Hsieh | 0 | 0 | 0 | 0 | |
| General Manager | Ching-Yuan Wu | 0 | 0 | 0 | 0 |
| Assistant General Manager | Li-Chuan Kao | 0 | 0 | 0 | 0 |
| Assistant General Manager | Hui-Hsin Wu (date of inauguration July 1, 2025) | 0 | 0 | 0 | 0 |
| 10% | Shang-Yang Asset Management Co., Ltd. | 0 | 0 | 0 | 0 |
| Independent director | Sheng-Tsheng Lee | 0 | 0 | 0 | 0 |
| Independent director | Chung-Ho Sung | 0 | 0 | 0 | 0 |
| Independent director | Li-Chi Yeh | 0 | 0 | 0 | 0 |
| Independent director | Shen-Lung Wang | 0 | 0 | 0 | 0 |
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| Title | Name | 2025 | As at April 13 of the year | ||
|---|---|---|---|---|---|
| Increase (decrease) of shares held | Increase (decrease) of shares pledged | Increase (decrease) of shares held | Increase (decrease) of shares pledged | ||
| Chief financial officer | Ya-Fan Hsu | 0 | 0 | 0 | 0 |
| Chief accounting officer | Ya-Fan Hsu | 0 | 0 | 0 | 0 |
(II) Information on transfer of equity interests: None.
(III) Information on pledge of equity: There is no counterpart that is a related party with respect to pledge of equity.
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VIII. Information on the Top 10 shareholders in shareholding ratio who are related parties to each other or have a spousal relationship or are relatives within the second degree of kinship
Information on Top 10 shareholders in shareholding ratio who are related parties to each other
| Name | Shareholding of the individual | Shares held by spouse and minor children | Total shares held in the name of others | The title or name and relationship of the Top 10 shareholders who are related parties to each other or have a spousal relationship or are relatives within the second degree of kinship as referred to in ROC GAAP N. 6. | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Title | Relation | ||
| Shang-Yang Asset Management Co., Ltd. Representative: Li-Chu Wu | 223,640,000 | 28.31% | Not applicable. | Not applicable. | 0 | 0% | Nil | Nil | |
| - | - | - | - | - | - | Nil | Nil | ||
| Chou Chin Industrial Co., Ltd. Representative: Kuei-Hsien Wang | 21,215,000 | 2.69% | Not applicable. | Not applicable. | 0 | 0% | China Man-Made Fiber Corporation | The same responsible person | |
| - | - | - | - | - | - | ||||
| YSC Marketing Co., Ltd. Representative: Wei-Lin Shao | 20,000,000 | 2.53% | Not applicable. | Not applicable. | 0 | 0% | Nil | Nil | |
| 0 | 0% | 0 | 0% | 0 | 0% | Nil | Nil | ||
| Chin-Yen Lin | 13,000,000 | 1.65% | 0 | 0% | 0 | 0% | Nil | Nil | |
| Yueh-Feng Li | 10,500,000 | 1.33% | - | - | - | - | Nil | Nil | |
| Wei-Fu Investment Co., Ltd. Representative: Chih-Kuang Yen | 9,992,000 | 1.26% | Not applicable. | Not applicable. | 0 | 0% | Nil | Nil | |
| 0 | 0% | 0 | 0% | 0 | 0% | Nil | Nil | ||
| Long Light Enterprise Co., Ltd. Representative: Yi-Ming Chou | 7,722,000 | 0.98% | Not applicable. | Not applicable. | 0 | 0% | Nil | Nil | |
| 6,015 | 0% | 0 | 0% | 0 | 0% | Nil | Nil | ||
| Vanguard Total International Stock Index Fund, a series of Vanguard International Equity Index Funds | 7,217,399 | 0.91% | Not applicable. | Not applicable. | 0 | 0% | Nil | Nil | |
| An-Mei Investment Co., Ltd.: Shiou-Chyi Lin | 7,017,428 | 0.89% | Not applicable. | Not applicable. | 0 | 0% | Nil | Nil | |
| 1,200,000 | 0.15% | 439,000 | 0.06% | 0 | 0% | Nil | Nil | ||
| China Man-Made Fiber Corporation Representative: Kuei-Hsien Wang | 6,335,000 | 0.80% | Not applicable. | Not applicable. | 0 | 0% | Chou Chin Industrial Co., Ltd. | The same responsible person | |
| - | - | - | - | - | - |
IX. For the total number of shares held in any single invested business by the Company, its directors, supervisors, managerial officers, and any businesses controlled directly or indirectly by the Company, the comprehensive shareholding ratio is calculated in a consolidated manner
Comprehensive shareholding ratio
December 31, 2025; Unit: Shares; %
| Invested business (Note) | The Company’s investment | Investment by directors, supervisors, managerial officers, and directly or indirectly controlled businesses | Total investment | |||
|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | |
| Chiao Sung Health Co., Ltd. | 400,000 | 40.00% | 0 | 0.00% | 400,000 | 40.00% |
| Chanshuo CO., LTD. | 100,000 | 4.35% | 0 | 0.00% | 100,000 | 4.35% |
Note: It is a long-term investment made by the Company using the equity method.
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Three. Fundraising Overview
I. The Company’s capital and shares
(I) Source of capital
- Source of capital
| Date | Issue Price | Authorized capital | Paid-in capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital | Capital increased by assets other than cash | Others | ||
| 1995.6 | - | 291,910,180 | 2,919,101,800 | 291,910,180 | 2,919,101,800 | Capitalization of capital reserves NT$583,820,360 | Nil | Approved by Letter (84)5, 12 TAI-CAI-ZHENG-(1)-ZI No.28028 on May 12, 1995 from the Securities and Futures Commission, Ministry of Finance |
| 1996.5 | - | 364,887,725 | 3,648,877,250 | 364,887,725 | 3,648,877,250 | Capitalization of capital reserves NT$729,775,450 | Nil | Approved by Letter (85) TAI-CAI-ZHENG-(1)-ZI No.23367 on April 16, 1996 from the Securities and Futures Commission, Ministry of Finance |
| 1997.7 | - | 695,309,132 | 6,953,091,320 | 620,309,132 | 6,203,091,320 | Capitalization of capital reserves NT$2,554,214,070 | Nil | Approved by Letter (86) TAI-CAI-ZHENG-(1)-ZI No. 48072 on June 16, 1997 from the Securities and Futures Commission, Ministry of Finance |
| 1997.12 | 10 | 695,309,132 | 6,953,091,320 | 695,309,132 | 6,953,091,320 | Capital increase in cash NT$750,000,000 | Nil | Approved by Letter (86) TAI-CAI-ZHENG-(1)-ZI No.80083 on October 24, 1997 from the Securities and Futures Commission, Ministry of Finance |
| 1998.6 | - | 1,600,000,000 | 16,000,000,000 | 973,432,784 | 9,734,327,840 | Capitalization of capital reserves NT$2,781,236,520 | Nil | Approved by Letter (87) TAI-CAI-ZHENG-(1)-ZI No.30758 on April 9, 1998 from the Securities and Futures Commission, Ministry of Finance |
| 1999.6 | - | 1,600,000,000 | 16,000,000,000 | 1,168,119,341 | 11,681,193,410 | Capitalization of capital reserves NT$1,946,865,570 | Nil | Approved by Letter (88) TAI-CAI-ZHENG-(1)-ZI No.42884 on May 11, 1999 from the Securities and Futures Commission, Ministry of Finance |
| 2003.8 | 10 | 1,600,000,000 | 16,000,000,000 | 902,372,191 | 9,023,721,910 | Capital reduction NT$2,657,471,500 | Nil | Approved by Letter (92) TAI-CAI-ZHENG-(1)-ZI No.0920122149 on June 19, 2003 from the Securities and Futures Commission, Ministry of Finance |
| 2005.10 | 10 | 1,600,000,000 | 16,000,000,000 | 649,527,500 | 6,495,275,000 | Capital reduction | Nil | Approved by Letter JIN-GUAN-ZHENG-YI-ZI |
Fundraising Overview
Fundraising Overview
- 224 -
| Date | Issue Price | Authorized capital | Paid-in capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital | Capital increased by assets other than cash | Others | ||
| NT$2,528,446,910 | No.0940126244 on August 23, 2005 from the Financial Supervisory Commission, Executive Yuan | |||||||
| 2006.9 | 3 | 1,600,000,000 | 16,000,000,000 | 696,197,500 | 6,961,975,000 | Private fundraising (NT3 per share) NT$466,700,000 | Nil | Approved by Letter JING-SHOU-SHANG-ZI No.09501224630 on October 2, 2006 from the Ministry of Economic Affairs |
| 2007.7 | 10 | 1,600,000,000 | 16,000,000,000 | 720,000,000 | 7,200,000,000 | Private fundraising (NT$10 per share) NT$238,025,000 | Nil | Approved by Letter JING-SHOU-SHANG-ZI No.09601194420 on August 15, 2007 from the Ministry of Economic Affairs |
| 2007.11 | 10 | 1,600,000,000 | 16,000,000,000 | 730,000,000 | 7,300,000,000 | Private fundraising (NT$10 per share) NT$100,000,000 | Nil | Approved by Letter JING-SHOU-SHANG-ZI No.09601291090 on November 27, 2007 from the Ministry of Economic Affairs |
| 2008.7 | 10 | 1,600,000,000 | 16,000,000,000 | 775,000,000 | 7,750,000,000 | Private fundraising (NT10 per share) NT$450,000,000 | Nil | Approved by Letter JING-SHOU-SHANG-ZI No.09701189950 on July 31, 2008 from the Ministry of Economic Affairs |
| 2008.11 | 4.5 | 1,600,000,000 | 16,000,000,000 | 800,000,000 | 8,000,000,000 | Private fundraising (NT4.5 per share) NT$250,000,000 | Nil | Approved by Letter JING-SHOU-SHANG-ZI No.09701293000 on November 14, 2008 from the Ministry of Economic Affairs |
| 2009.9 | 10 | 1,600,000,000 | 16,000,000,000 | 532,000,000 | 5,320,000,000 | Capital reduction NT$2,680,000,000 | Nil | Approved by Letter JING-SHOU-SHANG-ZI No.09801177900 on August 10, 2009 from the Ministry of Economic Affairs |
| 2010.1 | 15 | 1,600,000,000 | 16,000,000,000 | 600,000,000 | 6,000,000,000 | Capital increase in cash NT$680,000,000 | Nil | Approved by Letter JING-SHOU-SHANG-ZI No.09901075350 on April 21, 2010 from the Ministry of Economic Affairs |
| 2011.6 | 17.8 | 1,600,000,000 | 16,000,000,000 | 618,224,581 | 6,182,245,810 | Replacement of convertible bonds by new shares NT$182,245,810 | Nil | Approved by Letter JING-SHOU-SHANG-ZI No.10001164950 on July 21, 2011 from the Ministry of Economic Affairs |
| 2011.9 | 17.8 | 1,600,000,000 | 16,000,000,000 | 629,550,386 | 6,295,503,860 | Replacement of convertible bonds by new shares NT$113,258,050 | Nil | Approved by Letter JING-SHOU-SHANG-ZI No.10001242220 on October 20, 2011 from the Ministry of Economic Affairs |
Fundraising Overview
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Note 1: The data up to the publication date of this annual report in the current shall be listed.
Note 2: The effective (approval) date and document number for capitalization shall be noted.
Note 3: If shares were issued at an amount less than par value, such information shall be marked distinctly.
Note 4: If monetary claims or technologies are offset against share payments, such information shall be specified, and the type and amount of such offset shall also be noted.
Note 5: For shares belonging to private fundraising, the information shall be marked distinctly.
- Type of shares
| Type of shares | Authorized capital | Remarks | ||
|---|---|---|---|---|
| Outstanding shares (Note 2) | Unissued shares | Total | ||
| Common stocks | 790,000,000 | 810,000,000 | 1,600,000,000 | The outstanding shares included 63,250,000 shares, which were issued with private fundraising in June 2015 and 20,000,000 shares, which were issued with private fundraising in April 2018 and restricted to be listed for trading for 3 years. |
Note 1. Please specify whether the stock was the stock listed in the Stock Exchange market or an OTC market. (Stocks that were restricted for trading in the Stock Exchange market or an OTC market shall be noted.)
Note 2. The shares were listed stocks.
- All information related to the declaration system: None.
(II) List of major shareholders
| Name of major shareholders | Share | Shareholding | Shareholding ratio |
|---|---|---|---|
| Shang-Yang Asset Management Co., Ltd. | 223,640,000 | 28.31% | |
| Chou Chin Industrial Co., Ltd. | 21,215,000 | 2.69% | |
| YSC Marketing Co., Ltd. | 20,000,000 | 2.53% | |
| Chin-Yen Lin | 13,000,000 | 1.65% | |
| Yueh-Feng Li | 10,500,000 | 1.33% | |
| Wei-Fu Investment Co., Ltd. | 9,992,000 | 1.26% | |
| Long Light Enterprise Co., Ltd. | 7,722,000 | 0.98% | |
| Vanguard Emerging Markets Stock Index Fund, a Series of Vanguard International Equity Index Funds | 7,217,399 | 0.91% | |
| An-Mei Investment Co., Ltd. | 7,017,428 | 0.89% | |
| China Man-Made Fiber Corporation | 6,335,000 | 0.80% |
(III) Dividend policy and implementation
1. Dividend Policy:
The Company is in the phase of booming growth in our business life cycle, and we have increasingly expanded our business scale to become an entity that will be able to continue as a going concern. In consideration of the Company's future financing needs and long-term financial plans, the distribution of future earnings is described as follows:
If the Company has a profit at the year’s final accounting, it shall first pay the income tax and make up any cumulative losses in accordance with laws, and then make a 10% contribution of the balance to the legal reserve, unless the legal reserve reaches the amount of the Company paid-in capital, and also make provision/reversal of special reserves pursuant to laws. The residual balance shall be added to accumulated undistributed earnings as earnings to be allocated that may be retained by the Board of Directors, depending on operational requirements. The Board of Directors shall also draft a motion for allocation of the residual balance plus the undistributed earnings, and submit the same to a shareholders' meeting to resolve whether shareholder bonus shall be
allocated.
The Company may allocate shareholder bonus in cash or shares, and the dividend in cash shall not be less than 10% of the total shareholder bonus.
- Dividend distribution proposed at the shareholders' meeting:
The Company resolved and proposed the appropriation and distribution of profits for fiscal years 2024 and 2025, respectively, at the regular shareholders' meeting held on June 18, 2025 and the Board Of Directors meeting held on March 9, 2026. Since there were losses in 2024 and 2025, no earnings were distributed. The company's proposal for the appropriation and distribution of profits for 2025 is still subject to the resolution of the shareholders' meeting to be held on June 11, 2026.
- Expected significant changes: According to the amendments to Articles 240 and 241 of the Company Act, the Company resolved at the 16th meeting of the 22nd Board of Directors and the annual meeting of shareholders in 2019 to amend Article 27-1 of the Articles of Incorporation: "Where allocation of dividends and bonuses to shareholders, or allocation of legal reserves and capital reserves, in whole or in part, is made in cash, the Board of Directors is authorized, according to the Articles of Incorporation, to make a resolution thereto that shall be adopted by a majority of directors at a board meeting attended by at least two-thirds of the directors on the Board, and then the allocation shall be reported at a shareholders' meeting." There is no significant changes in other dividend policies.
(IV) The impact of issuance of bonus shares proposed at the shareholders' meeting on the Company's business performance and EPS
It is not applicable since the Company will not distribute shareholder stock dividends and employee stock bonuses for 2026 according to the resolution adopted at the Company's board meeting on March 9, 2026.
(V) Remuneration to employees and directors
- The percentage or scope of the remuneration to employees and directors specified in the Articles of Incorporation:
Annual profits concluded by the Company shall be subject to employee remuneration of at least 1%, wherein no less than 50% of it shall be set aside as remuneration to non-executive employees. The remuneration may be distributed in shares or in cash depending on the resolution made by the Board of Directors. Such employee remuneration may be distributed to the employees of affiliated companies that meet certain requirements. Subject to the resolution made by the Board of Directors, director remuneration may be provided up to 5% of the above-mentioned annual profits.
The resolution made to employee remuneration and director remuneration shall be adopted by majority of directors at a board meeting attended by at least two-thirds of the members in the Board of Directors; a report on the employee remuneration shall be submitted to the shareholders' meeting.
Profits must first be taken to offset cumulative losses, if any, before being distributed to employees and directors as remuneration at the percentages mentioned in the first paragraph.
- The basis for estimating the remuneration to employees and directors, basis for calculating the number of shares to be distributed as employee remuneration, and accounting treatment of any difference between the distributed and estimated amounts, in the current period:
The Company's employee remuneration and director remuneration are estimated in accordance with the Articles of Incorporation and then recognized as the operating cost or operating expense based on their natures. If there is any difference between the amount adopted at the shareholders' meeting and the estimated amount in the financial statements, such difference is treated as a change in accounting estimates and recognized as the profit or loss in the
following year.
- Distribution of the remuneration adopted by the Board of Directors: Since the Company incurred losses in 2025, we did not estimate the remuneration to employees and directors.
(1) If the remuneration to employees, directors and supervisors is distributed in cash or stocks, and the distributed amount is different from the estimated amount of recognized expenses, the difference, reason and action therefor shall be disclosed: None.
(2) The amount of stock distributed as employee remuneration and the ratio thereof to the total of net income after tax and employee remuneration stated in the individual or separate financial statements in the current period: None.
- If the actual distribution of the remuneration (including the number, amount and price of stocks distributed) to employees, directors and supervisors in the previous year is different from the recognized remuneration to employees, directors and supervisors, the difference, reason and action therefor shall be explained:
Since the Company incurred losses in both 2024 and 2025, we did not distribute and estimate the remuneration to employees and directors.
(VI)Repurchase of the Company's shares: None.
II. Issuance of corporate bonds: None.
III. Issuance of preferred stocks: None.
IV. Issuance of overseas depository receipts: None.
V. Issuance of employee stock option certificates: None.
(I) The issuance of employee stock option certificates that have not fallen due as of the publication date of this annual report and the impact thereof on shareholders' equity shall be disclosed. If any employee stock option
certificates are issued through private placement, they shall be marked distinctly: The Company does not issue employee stock option certificates.
(II) The names, status of acquisition and subscription of managerial officers and top-10 employees who have acquired employee stock option certificates as of the publication date of this annual report: The Company does not issue employee stock option certificates.
VI. Issuance of restricted employee shares: None.
(I) The issuance of restricted employee shares that have not met all the vesting conditions as of the publication date of this annual report and the impact thereof on shareholders' equity: None.
(II) The names and status of acquisition of managerial officers and top-10 employees who have acquired restricted employee shares as of the publication date of this annual report: None.
VII. Issuance of new shares in connection with mergers or acquisitions or with the acquisition of shares of another company: None.
The Company does not issue new shares in connection with mergers or acquisitions or with the acquisitions of shares of another company.
(I) Issuance of new shares in connection with mergers or acquisitions or with the acquisition of shares of another company in the most recent year up to the publication date of this annual report: None.
(II) The status of issuance of new shares through mergers or acquisitions or with the acquisition of shares of another company that has been resolved by the Board of Directors in the most recent year up to publication date of this annual report, and the basic information on the merged/acquired or transferee companies: If the issuance of new shares related to mergers or acquisitions or with the acquisition of shares of another company is in progress, the status thereof and its impact on shareholders' equity shall be disclosed: None.
VIII. Implementation of capital utilization plans
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Not applicable.
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Operation Overview
Four. Operation Overview
I. Business item
(I) Business scope: Our business items are as follows according to the Company’s Articles of Incorporation:
- A101020 Growing of Crops.
- A101030 Growing of Special Crops.
- A102020 Agricultural Products Preparations.
- A102041 Recreational Agriculture.
- A102050 Agricultural Services.
- A201010 Afforestation/Silviculture.
- A201030 Special Forest Operators.
- A201040 Forest Recreation Area Operators.
- A202010 Wildlife Adopt.
- A202020 Fuelwood and Charcoal.
- A202040 Logging.
- A299990 Other Forestry.
- C110010 Beverage Manufacturing.
- C111010 Tea Manufacturing.
- D101060 Self-usage power generation equipment utilizing renewable energy industry.
- D401010 Thermal Energy Supply.
- F102030 Wholesale of Tobacco Products and Alcoholic Beverages.
- F102040 Wholesale of Nonalcoholic Beverages.
- F102050 Wholesale of Tea Leaves.
- F102170 Wholesale of Foods and Groceries.
- F201010 Retail Sale of Agricultural Products.
- F203010 Retail sale of Food Products and Groceries.
- F203020 Retail Sale of Tobacco and Alcohol.
- F401010 International Trade.
-
F401161 Tobacco Products Import.
-
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Operation Overview
- F401171 Alcohol Products Importation.
- F501030 Beverage Shops.
- F501050 Public Houses and Beer Halls.
- F501060 Restaurants.
- H701010 Housing and Building Development and Rental.
- H701020 Industrial Factory Development and Rental.
- H701040 Specific Area Development.
- H701060 New Towns, New Community Development.
- H701080 Urban Renewal Reconstruction.
- H703090 Real Estate Commerce.
- H703100 Real Estate Leasing.
- H703110 Senior Citizen Residence.
- I101070 Agriculture, Forestry, Fishing and Livestock Consulting.
- I101090 Food Consulting.
- IG01010 Biotechnology Services.
-
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Main contents and revenue proportion of the Company's business operations
| Main operation | 2025 revenue proportion |
|---|---|
| General goods trading | 69.52% |
| Leases | 9.89% |
| Others | 20.59% |
| Total | 100.00% |
2. The Group's current product categories
| Tea business (including Specialty Retail Sales) | 1. Bulk custom tea leaves for commercial purpose.
2. Bulk crude tea leaves for commercial and wholesale purposes.
3. Packs of tea leaves for commercial purpose.
4. Packaged tea and tea bags sold through channels.
5. Byproducts (tea stems, tea leaves, and tea fannings) are generated during the tea production process.
6. Co-branded beverage with channels.
7. Alcoholic beverage, pasta.
8. Tea gift set. |
| --- | --- |
| Tourism & Leisure Business Division | 1. Self-owned brand tea products including loose tea, tea bags, freeze-dried powder, and gift boxes.
2. Self-owned brand coffee, offering coffee beans, drip coffee, and gift boxes.
3. Self-owned brand "TTC Shop," offering local products such as teatime snacks and dried fruits.
4. Catering services at our stores.
5. Taiwan tea culture tour and experiencing services |
3. New products to be developed
| Tea business (including Specialty Retail Sales) | 1. Developing new varieties of commercial tea products, such as commercial Steamed Green Tea and Fanzhuang Oolong Tea, to provide customers with a broader selection and safe tea products for the market.
2. Products well-suited for sale in duty-free shops.
3. Promotion of tea powder. |
| --- | --- |
| Tourism & Leisure Business Division | 4. Launch festival gift boxes that combine cultural designs, local features, sustainability concepts, and materials.
5. Plan seasonal dining options and special beverages for stores to enhance consumer experience and encourage repeat visits.
6. Develop tours and experiencing events that combine tea culture, food and agricultural education, and ESG sustainability concepts to enhance the value of the tea farms.
7. Introduce local farm products and promote products under cross-industry collaboration to enhance product diversities and strengthen ties with the local communities. |
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(II) Overview of the industry
- Current situation and development of the industry
| Tea business (including Specialty Retail Sales) | 1. Due to the prosperous development of tea beverages and bubble tea business in Taiwan as a tea importing country, the tea leaves imported to Taiwan account for 75% of the consumed tea leaves, indicating that Taiwan lacks the materials for commercial tea, but which is a specialty of Taiwan. For the large demand for commercial tea, we have built Laopi Tea Farm featuring three elements of [technology, ecology and food safety]. We have improved efficiency and quality through technical management, reduced costs and expenses with mechanical production, and ensured food safety by adopting traceability management to produce special and competitive commercial tea materials.
2. As tea safety incidents have occurred in recent years, there is more demand for safe tea on the market. Laopi Tea Farm helps customers pay more attention to food safety. Producing and selling our own products is the policy of the Company to provide customers quality options without the concern about safety. |
| --- | --- |
| Tourism & Leisure Business Division | Neihu Store
1. The main customers are the business clients and office workers in the Taipei Industrial Park of Cooperation Headquarters.
2. The primary business is selling tea, coffee, and freshly made drinks.
3. The store provides breakfast and customized lunch box ordering services to meet the catering needs of the businesses for conferences.
4. Special discounts are offered to enterprises in the to develop a stable customer base and sales channel.
LuGao Cafe
1. With the concept of "100% Taiwan-sourced beans, grown, processed, and sold by ourselves," we have established a complete local production chain and enhanced differentiated characteristics of our brand.
2. LuGao Cafe won the "Sustainable Specialty Coffee Farm" award, demonstrating a competitive advantage in the fields |
of sustainable agriculture and specialty coffee.
3. Develop specialty coffee products combining local flavors and sustainable practices to enhance brand value.
4. Continue to promote ESG sustainable operation and deepen the values of environmental protection and local well-being. Integrate manor tours, coffee experiences, and flavor education to develop a high value-added experiential tourism model.
Sun Moon Lake Antique Assam Tea Farm
- Selected as one of the first “Top 100 Cultural Bases” by the Ministry of Culture, transforming from a tea manufacturing facility into a benchmark hub integrating cultural education and tourism experiences
- Introduce a carbon footprint assessment mechanism, develop low-carbon tea products, and implement carbon reduction measures and environmental sustainability.
- Deepen understanding of tea culture and promote food and agricultural education through guided tours, tea tasting, and DIY experiences.
- Introduce local farmers' specialty products to enrich the product range and enhance the consumer experience and average transaction value.
- Combine local resources with tourist routes to improve venue visibility and enhance cultural and tourism benefits.
Tongluo Tea Factory
- Develop a tea plantation that emphasizes natural farming and ecological symbiosis, and incorporates environmental education.
- Be selected as one of the first “Top 100 Taiwan Culture Base” by the Ministry of Culture and deepen its role in local cultural connection and public participation.
- Promote ecological tours, tea picking and making DIY activities, and handicraft experiences to enhance visitor engagement and cultural identity.
- Combine corporate ESG courses and customized activities to develop a sustainable education and experiential economy model.
-
Introduce local small farmers' specialty products, strengthen ties with local industries and deepen local connections and
-
238 -
sustainable values.
Daxi Tea Factory
- The century-old tea factory building and tea-making equipment are important cultural assets and tourist attractions.
- Be named one of the first "Top 100 Taiwan Culture Base" by the Ministry of Culture and continue the revitalization of cultural assets and reuse of venues.
- Deep guided tours, cultural walks, hands-on workshops, and self-service meals were combined to deepen the connection between tea culture and daily life.
- Introduce featured products from local small farmers and co-branded items to enrich the consumer experience and strengthen connections to local culture and brands.
-
Actively participate in government tourism policies and cooperate with travel agencies, hotels, and cultural organizations to expand the market and enhance brand influence.
-
Correlation between upstream, midstream, and downstream of the industry
A Tea
The upstream tea industry mainly engages in the economic activities of picking of tea leaves and processing of crude tea; the midstream industry is responsible for the processing, grading and packing of refined tea; the downstream industry serves as the sales channels of the products. The primary activities of the upstream, midstream, and downstream tea manufacturing industries and the correlation between them are described as follows:
a. Upstream - The upstream industry is more labor intensive and the technique of producing partially-fermented tea in Taiwan is better than other countries.
The rich techniques and experience of personnel are required for the cultivation, research and planting of tea trees and picking of tea leaves. Rough processing, in particular, needs more experienced personnel because of the time limitation in the process of a chemical reaction. The tea manufacturing industry in Taiwan has been developed in early years, driving the prosperity of the upstream industry in which the technique of producing partially-fermented tea that the Taiwanese are fond of has been well-developed.
b. Midstream - There are many medium and small tea factories in the midstream industry.
These factories refer to the factories engaging mainly in the refining, processing and packaging processes of tea leaves for drinking. The midstream industry creates economic benefits by making the crude tea produced in the upstream industry marketable and worth aging to enhance the added values of tea leaves. The industry also communicates information in the market to upstream factories and works in variety development or R&D of production processes to produce products that meet the market requirements.
c. Downstream - There are many tea merchants and tea stores in the downstream industry.
Tea leaves for drinking may be sold through channels to consumers after being refined, processed and packaged.
However, the downstream tea manufacturing industry in Taiwan has competed with new channels such as wholesale stores, TV shopping and online shopping in recent years, and thus the sale of tea leaves through traditional tea stores and merchants are thereby limited. Therefore, it is difficult to create economic benefits.
We have an area of more than 3,715 hectares of land used for tea farms, fruit farms and forest lands and own tea manufacturing factories with the FSSC and HACCP introduced. Moreover, we have been devoted to the production and processing of tea leaves and selling them on both domestic and overseas markets, business activities across the upstream, midstream and downstream industries to aim at becoming a provider producing and selling tea leaves with various brands.
B a. Import and export business

The main functions of the trading industry are brokering deals and matching supply and demand, and the structures of the upstream and downstream industries vary based on type of the products of traders. On the one hand, traders focus on obtaining international and industrial information, and on the other hand, they have the ability to make financial operations to build a relationship between the upstream and downstream industries by taking advantage of the information and their good financial turnover. Due to changes in the structure of global industries, upstream sellers from which some traders purchase products are not
limited to sellers in one country or region. Based on the type of products sold by the sellers, the upstream sellers and downstream purchasers can be very different. Overall, trading business plays an important role in the development of Taiwan economy and enable the partnership between upstream and downstream suppliers to become more extensive and close.
b. Key account business
Upstream: Private tea farms, coffee farms, refineries, foreign suppliers, and manufacturers.
Midstream: Logistics, distributors, agents, TTC import purchasing agents.
Downstream: Chain supermarkets, wholesale stores, companies, consumers, consumers to whom distributors sell products.
c. Land development
| Upstream | Midstream | Downstream |
|---|---|---|
| Land owners, land agents, land assembly (urban renewal) firms, iron and steel industry, cement industry | Land developers, construction companies, constructors, real estate management companies, financial institutions, architects firm | Consignment or underwriting agencies, brokers, property management companies, departments of construction companies conducting sales on their own |
The upstream land development industry engages in acquisition of land and building materials. We have an area of more than 3,715 hectares of land in Taiwan, and our land available for development is of high value. Investment and construction are the main activities in the midstream
industry. Construction companies or land developers serve as the coordinator, integrator and controller in the industry. After acquiring land in the upstream industry, the companies or developers commission architects (professional consultants) to perform product positioning, planning and design, contract with constructors for construction, request financial institutions for financing of funds, and commission downstream firms for sale or management after the construction is completed.
Operating in both upstream and downstream sectors, the Company's recent establishment of leisure facilities has contributed to increased sales of its own tea and coffee, the promotion of leisure business development, and the enhancement of land values in the surrounding area.
Regarding the 26-hectare section of the Sanyi Technology Logistics Park in the Guaizihu Section of Sanyi, Miaoli County, the land is currently being leased, used for partnerships, or sold.
- Development trends of our products and competition status
| Tea business (including Specialty Retail Sales) | 1. We sell tea leaves produced on our private tea farms and factories. The materials, semi-finished goods and finished goods are inspected through the pesticide residue testing of SGS to ensure segmentation from small tea factories.
2. Laopi Tea Farm plants different varieties of tea and allocates production equipment for the purpose of producing tea products made from fermented, partially fermented and completely fermented tea leaves, and engages in different production, processing and manufacturing processes based on the market needs. To follow the development trend of tea beverages, our competitors acquire materials from small farmers or import them, and thus the pesticide, product flavor, and yield cannot be well-controlled. To sum up, the Company possesses competitive advantages. |
| --- | --- |
| Tourism & Leisure Business | Neihu Store
1. As commercial parks continue to develop, consumers have increasing demand for convenience, fast food, and a variety |
| Division | of goods.
2. Enhance daily consumption scenarios through tea, coffee, breakfast, and meal box services to increase average customer spending and repurchase rates.
3. In view of the surrounding competition, the Company continues to establish differentiating advantages through branded products and corporate customer service (exclusive deals and group purchases).
LuGao Cafe
1. Combine natural landscapes with the flavor of local boutique coffee to develop differentiated estate tourism.
2. Continue to plant a variety of coffee varieties and develop specialty coffee products to enhance brand competitiveness.
3. Enhance brand visibility through competition participation and professional training, and build market advantage with the prestige of a specialty coffee championship title.
4. Implement ESG sustainable operations and local production chains to enhance brand value.
5. Introduce related light food and beverage options and combine them with farm experiences to increase the length of stay and average spending per customer.
Sun Moon Lake Antique Assam Tea Farm
1. Combine century-old tea-making techniques with cultural heritage revitalization to develop an immersive tea culture experience venue.
2. Promote low-carbon manufacturing processes and carbon footprint products in response to market demand for sustainable products.
3. Develop diverse tea and tea food cultural experiences by combining local ingredients and tea ceremony courses to enhance the value of the experience.
4. Introduce featured products from local small farmers to enhance commodity diversity and increase the average transaction value, while strengthening ties with the local community.
5. Enhance brand visibility and cultural tourism competitiveness through the resources of the Top 100 Cultural Base.
Tongluo Tea Factory
1. Use Oriental Beauty Tea as the core product to enhance local characteristics and brand positioning. |
| --- | --- |
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244 -
-
Develop experiential activities such as ecological tours and One-Day Tea Farmer to enhance participation and brand identity.
- Combine sustainable farming methods and ESG courses to develop a customized corporate experience market.
- Introduce local small farm products and the application of recycled materials (such as tea stem regenerated paper) to enhance sustainability and differentiation.
Daxi Tea Factory
- Develop cultural tourism and experience economy centered on century-old buildings and tea culture.
- Combine guided tours, cultural walking tours, and tea ceremonies to enhance brand depth and extend visitor dwell time.
- Develop co-branded products and collaborate on exhibitions to expand the cultural and design market.
- Introduce local farmers and co-branded products to enhance product diversity and consumer conversion.
- Expand market influence and competitive advantage through government tourism resources and cross-industry cooperation.
(III) Techniques and research development status
- The R&D expenses in the most recent year up to the publication of this annual report:
| Tea | About NT$3.47 million for R&D of new technologies. (Please refer to Pages 290~291 of this annual report for more details.) |
|---|---|
- Successfully developed products in the most recent year up to the publication date of this annual report:
| Tea business (including Specialty Retail Sales) | 1. Develop and blend Honey Flavor Black Tea for sale in chain bubble tea shops.
2. Develop commercial Oriental Beauty Tea and Red Jade Black Tea for sale to beverage manufacturers.
3. Develop a series of tea corners for sale to chain restaurant systems.
4. Promote a variety of tea powders to the food industry.
5. The sole agent of Italian Divella Series in Taiwan.
6. Promote gift boxes for festivals.
7. Launch new products for duty-free stores.
8. Hennessy spirits |
| --- | --- |
| Tourism & Leisure Business Division | 1. Provide Festive gift boxes to meet the demand for festive gifts.
2. Developed six Oriental Beauty tea bag postcard designs and combine them with cultural designs and product innovations.
3. Launch 10 types of sustainable packaging for LuGao coffee beans and incorporate environmentally friendly and ESG design concepts.
4. Develop the Taoyuan Lantern Festival souvenir for the Tourism Bureau and the Taroko Gas Station Gift Box (2 designs) to strengthen brand and cultural collaboration and its connection to public issues.
5. Launch the Chingyun Black Tea series (4 flavors) and customized coffee gift boxes for the Sun Moon Lake National Scenic Area Headquarters, expanding the product line and the customized market. |
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(IV)Long-term and short-term business development plans
| Tea business (including Specialty Retail Sales) | Short-term: 1. Sale of the tea produced in the tea plantation of Laopi Tea Farm is the core of the business. 2. Develop products suitable for shelf sale and catering. 3. Cooperate with other tea factories to develop customers in the beverage manufacturing, hand-shaken tea industries, and the Fresh food department of convenience store chains. 4. Pass the Rainforest Alliance certification. 5. Pass the Halal Certification to enhance the promotion of tea. Long-term: 1. Create brand awareness continuously and develop business through different channels. 2. Laopi Tea Farm conducts mass production of commercial tea and develop customers such as leading beverage manufactures and chain stores of hand-shaken tea. 3. Cooperate with other tea factories to develop and produce customized tea products. 4. Increase the gross profit margin of sales. |
|---|---|
| Tourism & Leisure Business Division | Short-term: 1. Strengthen product and consumption scenarios: Promote the sales of tea, coffee, and festive gift boxes, and combine light food and beverages with local agricultural products to increase average spending and consumption conversion rates. 2. Deepen the experience economy: Enhancing guided tours, DIY experiences, cultural walks, and food and agriculture education activities to increase visitor dwell time and venue value. 3. Diversified channel arrangement: Combine physical stores, e-commerce platforms, and cross-industry collaboration (tourism operators, business channels, etc.) to enhance market penetration. 4. Enhanced brand marketing: The Company increased brand exposure and market influence by utilizing social media and content marketing, combining festivals and events and offering co-branded products. Long-term: 1. Brand management and customer relationship enhancement: Promote member engagement and online/offline integration |
| | to improve brand loyalty and customer lifetime value.
2. Sustainable operations and ESG implementation: Introduce low-carbon products, sustainable packaging, and friendly farming methods to build a brand with environmental responsibility and market competitiveness.
3. Venue integration and cultural & tourism development: Connect the various locations (Daxi, Sun Moon Lake, Tongluo, Lugao) to develop cultural experiences and tourism routes, enhancing overall operational efficiency.
4. Product innovation and differentiated development: Continue to develop specialty tea and coffee products, combine cultural design with local terroir, and strengthen market competitiveness. |
| --- | --- |
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II. Overview of market and production & marketing
(I) Market analysis
- Sales region and market share of our major products
(1) Sales region for major products of the Group
| Tea business (including Specialty Retail Sales) | The tea of the Company is mainly sold to the channels in Taiwan: Commercial tea channel: Main sales channels include bubble tea shops, fast-food chains, star-rated hotels, Chinese and Western restaurants, cafés, beverage manufacturers, the food industry, and hotel amenities. Packaged tea channel: Mainly sold in supermarkets and mass merchandisers (PX-Mart, Carrefour, PX-Mart Flagship Store) |
|---|---|
| Tourism & Leisure Business Division | 1. Physical storefront channels: At various tourist spots (Daxi Tea Factory, Sun Moon Lake Antique Assam Tea Farm, Tongluo Tea Factory, LuGao Cafe and Qizong Store), we offer product sales and experience services. |
| 2. E-commerce platform: Sell tea, coffee, and gift products through the official website and e-commerce platforms to expand the online market. | |
| 3. Inter-industry collaboration channels: Expand diverse sales channels through corporate group purchases, customized gift boxes, and collaboration with travel agencies, hotels, and cultural organizations. | |
| 4. Tourism-driven sales: Through guided tours, experiential activities, and cultural curation, on-site consumption is stimulated while enhancing brand recognition and customer loyalty. |
(2) Market Share of the Company's major products
The Company has a variety of business items and is the only company that has integrated tea production and marketing systems, including our own tea factories, sale of commercial tea beverages, recreational businesses, agency of imported commodities, and lease of assets and development of land. Hence, it is impossible to acquire related statistical data on market shares.
2. Analysis of the market supply, demand and growth in the future
| Tea business (including Specialty Retail Sales) | 1. The effect of the global extreme climate may raise the price of the tea leaves.
2. The fierce price competition in the consumer market may lead to elimination of the brands that do not have special features.
3. The consumer market for tea has grown stably every year. The famous bubble tea brands in Taiwan drive the prosperous development of the bubble tea business in China and Asia. There is a big demand for tea production.
4. The consumer market for tea has grown stably every year.
5. Hand-shaken tea stores are popular all over the world and helpful for active development of the tea market.
6. Many leading beverage brands and bubble tea chain stores attach importance to the safety of tea raw materials. The traceability management mode of the Company is very advantageous.
7. Continue to implement the planting and protection of the natural environment and create sustainable agricultural value through tea farms that have obtained origin certification from the Rainforest Alliance, an international environmental protection organization. |
| --- | --- |
| Tourism & Leisure Business Division | As consumer demand for natural, safe, and traceable tea and coffee products continues to increase, the tourism and leisure industry has stable growth potential by capitalizing on market trends such as health consciousness, sustainable consumption, and the experience economy. The Company will continue to grasp market growth opportunities through the following strategies:
1. Product innovation and diversified development: Develop new products, including boutique tea, boutique coffee, and festival gift boxes, to meet diverse consumer needs.
2. Introduction of the experience economy: Combine tours, DIY experiences, food and agriculture education, and cultural activities to enhance consumer engagement and brand identity.
3. Channel integration and digital development: Strengthen the integration of physical locations, e-commerce platforms, and corporate channels to expand market reach.
4. Sustainable operations and enhanced brand value: Introduce ESG concepts, low-carbon products, and local connections to respond to market demand for sustainable products.
Through the optimization of supply chains, new product development, and diversified channel deployments, the Company will continue to strengthen its market competitiveness and steadily expand the growth momentum of its tourism and leisure business. |
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Competitive niche of products
| Tea business (including Specialty Retail Sales) | 1. We are a listed company and have a good corporate social image.
2. We have our own tea plantations and factories for management, production, manufacture, and sale of tea products to ensure segmentation from other tea factories in competition.
3. Laopi Tea Farm has obtained FSSC22000 and HACCP food factory safety certifications, as well as the Rainforest Alliance certification, which is currently trending internationally.
4. We provide customized services for large chain store customers and reasonably satisfy the demands of different customers.
5. Laopi Tea Farm striving to become a tea plantation of high production volume with 6 harvests every year. Its products can be used as a substitute for import tea leaves and contribute to the improvement of the tea drinking experience for the people in Taiwan.
6. High safety: Adopt integrated pesticide safety control and third-party inspection to ensure effective and safe quality control, aligning with the company's commitment to safety and customers' peace of mind.
7. Stable quality: The tea leaves come from a single source and automated production facilities are deployed. |
| --- | --- |
| Tourism & Leisure Business Division | 1. Quality and origin advantages: Based on its own tea gardens and coffee plantations, the Company provides natural, safe, and traceable tea and coffee products that meet consumers' demand for healthy beverages.
2. Certified by the Ministry of Agriculture as a sustainable boutique coffee farm, enhancing the brand's competitive advantage in the boutique coffee and ESG sustainability sectors.
3. Designated as an official gift by government agencies, this demonstrates the product's quality and the brand's trustworthiness.
4. Cultural experience diversification: Combine Taiwanese tea culture and coffee culture by offering guided tours, tea tasting, DIY activities, and agricultural education to enhance brand value and customer engagement.
5. Sustainable operation advantages: Implement ESG concepts, promote natural farming, low-carbon products, and environmentally friendly measures to strengthen brand image and market competitiveness.
6. Localization and product diversification: Introducing local farm-fresh products and co-branded items enriches the product structure, increases average order value, and customers' willingness to purchase.
7. Venue advantages and tourist referral: combine the features of multiple locations (Daxi, Sun Moon Lake, Tongluo, Lugao) and drive foot traffic and sales through cultural tourism and experience events. |
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4. Favorable and unfavorable factors of development and countermeasures
| Tea business (including Specialty Retail Sales) | Favorable factors: 1. We manage the tea plantations and factories independently and can ensure the quality and safety or our products from planting in the tea plantations to the manufacturer of tea at the factory. 2. Our private brands can ensure long-term operation and profitability. 3. The sound financial status of the Company supports the total planning in the agricultural areas and the investments in phases to introduce equipment and technology. 4. The Company has established deep relationships and friendships with our major customers for many years, and this enhances our sales advantages in the long run. 5. Laopi Tea Farm invests in agricultural research and development, including planting techniques, modern irrigation systems, mechanical tea tree breeding and harvesting systems, automated tea factory, and investment in other agricultural technologies. We cooperate with beverage manufacturers to development new customized tea products. 6. Laopi Tea Farm plants flat-ground tea trees, introduces automated breeding and harvesting systems, and promotes management of tea plantations on the flat ground. Tea products can be sold to beverage factories and hand-shaken tea stores. |
|---|---|
| Unfavorable factors: 1. There are many competitive brands on the shelves. They compete in price and the quality is quite different. 2. The customers of commercial tea channels usually purchase tea at low prices. Countermeasures: 1. Create brand value continuously and develop business through different channels. 2. Develop customers with the same awareness of quality and safety as the Company and sell products to these customers. 3. Arrange major customers to visit Laopi Tea Farm to enhance their confidence and facilitate the sales of its tea products. 4. Reinforce the cooperation with the two largest convenience stores to improve the brand awareness in order to boost the sales of hand-shaken drinks via the channels. 5. Collaborated with a well-known chain bubble tea shop to develop and list chilled convenience store products. 6. Develop and sell the products to beverage manufacturers that requires the RFA certification and Halal certification. |
| Tourism & Leisure Business Division | Favorable factors: 1. The consumer demand for natural, safe, traceable tea and coffee continues to grow, and awareness of health and sustainability is increasing.
2. The Taiwan Tea Plantation brand has a historical foundation and distinct cultural characteristics; each base (Sun Moon Lake Antique Assam Tea Farm, Daxi Tea Factory, and Tongluo Tea Factory) was selected by the Ministry of Culture as one of the “Top 100 Cultural Bases,” strengthening cultural asset revitalization and brand visibility.
3. Combining tea culture, coffee culture, and guided tours to develop experiential consumption models, driving on-site spending and increasing average transaction value.
4. The Company’s multi-site venues (tea factories and coffee estates) each possess distinctive characteristics, helping drive visitor traffic and integrate product sales.
Unfavorable factors: 1. The market is fiercely competitive, tea and coffee products are largely homogeneous, and price competition pressure remains.
2. Climate change is impacting agricultural production, increasing the risk of fluctuations in raw material supply and costs.
3. The tourist flow is affected by the overall economy and tourism patterns, and the number of visitors is uncertain.
Countermeasures: 1. Strengthen product differentiation: Combining cultural design, festival gift boxes, and local farm products to enhance product diversity and increase average order value.
2. Deepen experiential operations: Continuously optimize guided tours, DIY activities, and food and agriculture education programs to extend visitor dwell time and increase customers' willingness to purchase.
3. Promote sustainable development: The Company introduced low-carbon products, sustainable packaging, and friendly farming methods to respond to market demand for ESG.
4. Expand diverse channels: Combining physical stores, e-commerce platforms, and corporate partnerships to reduce reliance on a single customer source. |
| --- | --- |
(II) Important purposes and production processes of main products
| Tea | Important purposes: tea, tea drinks, and cold brew tea sales
Production process: Soil preparation → Planting → Cultivation → Picking → Tea leaves → Sun withering→Indoor withering → Stir fixation→ Kneading → Rolling → Initial dry → Final dry → Refining → Finished product
1. Black tea: Tea leaves → Withering → Kneading → Deblocking → Fermentation → Drying → Refining and grading
2. Green tea: Tea leaves → Withering → Stir fixation → Kneading → Drying → Refining → Packaging
3. Tea beverage - Tea is hand-infused and offered on the spot with the tea leaves of various local brands as the material. |
| --- | --- |
| LuGao Cafe | Important purpose: Sales of coffee beans, drip coffee, and freshly brewed coffee beverages, alongside light meals and tourism experiences, provide diverse consumption options and enhance overall operational efficiency.
Production process: Coffee - TTC coffee farm, Planting→Picking→Washing, Natural, Honey processing→Raw bean→Screening and shelling→Baking
Beverage - Pour-over coffee made by professionals or coffee made with coffee machines are offered with the coffee beans of our own brand as the material. |
| Specialty products | Important purpose: Divella products, imported alcoholic goods, and tea products of TTC brand introduced to the market and sold through channels.
Production process:
1. Produced by overseas manufacturer→Agency agreement→Importation→Launched through distributors or TTC→Consumer.
2. Tea products of TTC brand: The raw material is the tea leaf from our own tea plantation. Rough production, refining, and packaging are completed in an integrated production process. |
(III)Supply status of main materials
- Coffee - self-owned coffee plantations that cultivate, produce, and supply coffee beans with different processing methods according to demand.
- Tea - the main source of tea leaves is from our own tea plantations and tea factories, which are self-produced and sold.
- Specialty products:
a. Product agent: Order and supply goods from foreign manufacturers according to channel or customer needs.
b. Products comes from the tea and coffee farms owned by TTC.
(IV)Names of customers that accounted for more than 10% of the total purchase (sales) in any of the most recent two years, the amount and proportion of the purchase (sales), and the reason for the change (Where disclosure of the name of any customer is not allowed due to the contract, it may be replace with a code.)
- Information on the main suppliers in the most recent two years
Unit: NTD thousand
| 2024 | 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Annual net purchase ratio (%) | Relationship with the issuer | Name | Amount | Annual net purchase ratio (%) | Relationship with the issuer |
| 1 | F0023 | 8,918 | 9.57% | Nil | F0023 | 0 | 0% | Nil |
| 2 | F0026 | 2,421 | 2.60% | Nil | F0026 | 9,088 | 8.42% | Nil |
| 3 | Others | 81,860 | 87.83% | Nil | Others | 98,835 | 91.58% | Nil |
| Net purchase | 93,199 | 100% | Net purchase | 107,923 | 100% |
Note 1: Names of suppliers that accounted for more than 10% of the total purchase amount in the most recent two years and the amount and proportion of the purchase; where disclosure of the name of any supplier is not allowed due to the contract or the counterparty is an individual and not a related party, the name may be replace with a code.
Note 2: Reasons for the changes: Suppliers were changed due to quality control issues.
- Information on the main customers to which goods were sold in the most recent two years
Unit: NTD thousand
| 2024 | 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Annual net sales ratio (%) | Relationship with the issuer | Name | Amount | Annual net sales ratio (%) | Relationship with the issuer |
| 1 | A20041 | 46,349 | 10.70% | Nil | A20041 | 97,334 | 20.59% | Nil |
| 2 | Others | 386,759 | 89.30% | Nil | Others | 375,318 | 79.41% | Nil |
| Net sales | 433,108 | 100% | Net sales | 472,652 | 100% |
Note 1: Names of customers that accounted for more than 10% of the total sales amount in the most recent two years and the amount and proportion of the sales; where disclosure of the name of any customer is not allowed due to the contract or the counterparty is an individual and not a related party, the name may be replace with a code.
Note 2: Reason for the change: None.
III. The Number of employees, their average service seniority, average age, and education level distribution ratio in the most recent two years up to the publication date of this annual report
| Year | 2024 | 2025 | Current year up to April 10, 2026 (Note 1) | |
|---|---|---|---|---|
| Standalone | Standalone | Standalone | ||
| Number of employees | Management officers | 37 | 40 | 39 |
| R&D personnel | 6 | 5 | 5 | |
| Staff | 60 | 61 | 61 | |
| Operator | 96 | 86 | 85 | |
| Total | 199 | 192 | 189 | |
| Average age | 43.43 | 43.65 | 43.83 | |
| Average years of service | 9.11 | 9.21 | 9.43 | |
| Education distribution ratio | Doctoral Degree | 0 | 0 | 0 |
| Master's degree | 10 | 10 | 9 | |
| University/college | 106 | 101 | 101 | |
| Senior high school | 64 | 64 | 62 | |
| Below senior high school | 19 | 17 | 17 |
Note 1: The data up to the publication date of this annual report in the current year shall be listed.
IV. Information on environmental expenditure
(I) Losses arising from environmental pollution in the most recent year up to the publication date of this annual report.
The Company does not belong to the industry that brings about environment pollution, and there is no environment pollution record.
(II) Estimated amount that may incur currently or in the future and countermeasures
The Company persists in the business philosophy of "health, leisure, environment" and "co-existence with the land" and pays special attention to the issues on GHG and environmental protection. There are no concerns about pollution during the production. Disposal of ordinary industrial wastes are commissioned to qualified suppliers and we establish the "Strategies and Methods for Greenhouse Gas" to follow. Hence, there is no environmental pollution up to the publication date of this annual report.
V. Labor-capital relations
(I) Various employee welfare measures, continuing education, training, retirement systems of the Company and their implementation status; agreements between employers, and employees, and various measures
for protecting the interests of employees:
| Employee welfare items | Implementation status |
|---|---|
| Work environment | The head office is located at No. 3, Zhonghua Rd., Hsinchu Industrial Park, Hukou Township, Hsinchu County, close to the exit of the Hsinchu Interchange. There are restaurants and financial institutions in the vicinity. It is convenient with great amenities. The factory area is full of greenery and beautiful scenery with flowers and trees. An ecological pool is available to protect the natural environment. It is spacious and equipped with comprehensive facilities such as employee cafeteria and convenience stores, vending machines and ATM machines, gymnasium, and employee activity center. |
| Staff dormitory | Free staff dormitories of good quality are provided in Hukou (Hsinchu), Tongluo (Miaoli) and Pingtung, and air conditioners, washing machines, TV sets, networks, kitchens, recreation rooms, and other facilities are available to meet the accommodation demands of the employees from other cities and counties. |
| Monthly meal allowance | In addition to wages, full-time employees can receive a meal allowance every month and the Company hires a cook to provide food service. |
| Employee safety | Employees at the head office use their employee identification cards to enter the factory area. Security guards control access to the factory 24 hours a day on weekdays and public holidays. In cooperation with the General Affairs Section, the building, fire and air conditioning facilities are regularly checked for their safety. Fire prevention drills are held every six months. No dangerous machines are installed at the workplace and no pollutant, waste or substance harmful to the environment is produced during the work. There is no concern about any threats to the personal safety of the employees. The Company emphasizes the health of the employees and provides them with regular free physical examination. Smoking is prohibited in the office according to the Tobacco Hazards Prevention Act of the government and promotion activities are arranged to exhort employees to give up smoking. We implement the Act of Gender Equality in Employment by setting up a “sexual harassment reporting system” to protect the safety of the employees at the workplace. |
| Employee welfare measures | (1) For the employees who participate in and effect labor and health insurance according to the regulations of the government, the Company will transfer the application for maternity, injury or sickness, disability, old-age, death, or retirement benefits to the Bureau of Labor Insurance according to the “Labor Insurance Act” and “Enforcement Rules of the Labor Insurance Act.” |
| (2) All the employees of the Company participate in life insurance regardless of their rank or function, and the Company is responsible for full payment of the insurance premium. The insurance policy covers term life insurance, hospitalization insurance, accident insurance, cancer insurance and occupational accident insurance. |
| Employee welfare items | Implementation status |
|---|---|
| (3) Travel safety insurance at an insured amount of NT$10 million is effected for the employees on overseas business travel without regard to their rank. | |
| (4) Employees who meet the eligibility criteria to join the employee welfare committee are entitled to various welfare benefits, including allowance for three festivals, company trips, physical examinations, recreational ball games, and a year-end party. In addition, the Company provides employees and their children with scholarships and wedding and bereavement support payments. Regulations on compensation for occupational accidents and consolation money for employees have been established. | |
| Employee education | We encourage employees to make the best use of time for further education. In addition to application for in-service education, employees are arranged to participate in the courses of the Bureau of Labor Insurance on labor laws and regulations. For the courses provided by the competent authorities of Securities and Futures Bureau and Taiwan Stock Exchange, the heads of related departments will dispatch employees for these courses if needed. |
| Employee training | New employees receive training on common subjects (including finance, procurement, information, basic legal knowledge, tea knowledge, store introductions, work rules, the Personal Data Protection Act, company environment introduction, and employee benefits). Department heads arrange professional training according to work needs (casual store employees must regularly receive professional tea knowledge training, with courses including: introductions to tea, tea brewing, coffee, coffee brewing, store reception etiquette training, etc.). Other departments also provide courses such as ERP operation training, marketing and trade talent training, and public relations. In addition, the Company holds employee education and training courses regularly according to business needs, including business training, food safety systems, coffee planting, new product awareness, promotion, tea garden pruning and trimming, fertilization and management, tea manufacturing, and tea tasting training. The Finance Department and the Human Resources Department also assign employees to participate in financial tax education and courses related to the Labor Standards Act revisions. |
| The external training in 2025 includes: | |
| (1) A total of 2 people from the Finance Department participated in courses such as Continuing Education Training for finance managers, including the course on Audit Ethics and Professional Choices in the AI Era: Technological Risks, Ethical Dilemmas and New Governance Challenges, for a total of 24 hours and a total cost of NT$16,000. | |
| (2) Four employees from the Audit Office participated in the internal control management training course. The total training hours were 24 and the expense totaled NT$10.2 thousand. | |
| (3) Eleven employees from the Human Resource Department participated |
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| Employee welfare items | Implementation status |
|---|---|
| in the 2026 ESG assessment promotion meeting, TTQS training institution version indicator content and case analysis, the 2025 safety and health occupational disaster worker return-to-work promotion meeting, and courses on preventing workplace bullying and abuse, for a total of 87 hours. |
(4) A total of 25 employees from the Pingtung Branch (Laopi Tea Farm) participated in training courses covering various topics such as machine operation, farm product traceability regulations, HACCP food safety and sanitation system, food safety and sanitation training, and occupational safety training. The total training hours amounted to 162, with a total cost of NT$39.4 thousand.
(5) A total of 12 people from the Assets Department, the Operation and Planning Center, and the General Affairs Section participated in the 2025 stock affairs seminar on sustainable development policy, the 2025 HR x ESG corporate culture and sustainable action forum, food safety and health education and training, and efficient procurement operations and vendor management practices, totaling 88.5 hours.
(6) A total of 27 employees from the Yuchi Tea Factory, and San Yi Tea Factory participated in the HACCP food safety and sanitation system and continuing education, food manufacturing industry sanitation training, food labeling guidance, Miaoli County Oriental Beauty Tea Making Workshop, Cup of Excellence (COE) Taiwan International Cupping Session, and Basic Tea Sensory and Inspection Class. The total training hours were 217.5 , and the total cost was NT$53 thousand.
(7) A total of 13 employees from Yuchi Tea Factory, Miaoli Branch Office, Nantou Branch, Sanxia Branch Office, LuGao Cafe, Daxi Tea Factory, including Miaoli factory visit and study tour, intermediate tea sensory evaluation course, and other related courses. The total training hours were 153 hours, and the total cost was NT$42.4 thousand.
Internal educational training in 2025:
(1) A total of 46 members of the GHG inventory team participated in optimizing the sustainability report and conducting climate scenario analysis for it, totaling 92 hours.
(2) The head office organized the “Empathy in the Workplace” course, with a total of 27 participants completing 54 hours of training.
(3) The head office Branch Office organized a "Performance Evaluation" session. A total of 55 employees participated in the course, and the total training duration was 31.3 hours.
(4) The Head Office organized, "Trade Secrets - Preventing Insider Trading". A total of 39 employees participated in the course, and the total training duration was 39 hours.
(5) A total of 346 employees from the Head Office and branches participated in occupational safety courses and fire drills, and the total |
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| Employee welfare items | Implementation status |
|---|---|
| Retirement system | training duration was 895.6 hours. |
| (6) A total of 34 newcomers took the “training for new employees” in 2025. The total training hours were 189.5. | |
| In 2025, the company hired external lecturers to conduct educational training: | |
| (1) Conducted a "High-Quality Interaction Course" for 15 colleagues from marketing and planning, and leisure retail, totaling 45 hours of instruction. | |
| (2) The company organized “Cross-Departmental Communication Strategy Courses” totaling 123 hours for 41 colleagues from Headquarters and its branch offices. | |
| In 2025, 2,147 employees of the Company took part in training courses with a total of 3,527 training hours | |
| In response to the implementation of the new pension system, except for employees choosing the old pension system, for whom 8.58% of the income, as retirement funds, is deposited in accounts at the Department of Trusts of the Bank of Taiwan for yields on a monthly basis in accordance with the Labor Standards Act, the Company transfers 6% of the total salary to individual accounts at the Bureau of Labor Insurance for the employees covered by the new pension system from July 1, 2005. According to the Company’s regulations on voluntary retirement that surpass the retirement conditions under the Labor Standards Act. An employee whose combined years of service and age exceed 60 may apply for retirement. An employee with years of service under the old pension system applying for voluntary retirement may receive two more bases of pension. | |
| Code of conduct or ethics for employees | The Company has established the “Code of Conduct or Ethics for Employees.” The employees shall faithfully perform their duties, observe all reasonable rules and regulations of the Company, and follow the reasonable instructions of the chief officers at all levels. The chief officers shall instruct employees friendly and teach them attentively. Any leave or business trip shall be subject to the attendance management regulations and business trip regulations of the Company. Employees shall work seriously, take good care of public property, reduce waste of resources, improve the quality and efficiency of products, and shall not swagger and swindle in the name of the Company or disclose trading secrets outward. |
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Code of Conduct or Ethics for Employees:

Code of Conduct or Ethics for Employees
Established on 03.05.2014
- The Company has established work rules and a Code of Conduct or Ethics for Employees for compliance of the employees in their routine work and actions. The Code of conduct and ethics that the employees should follow are described below:
(1) The Company's employees shall have team awareness during the implementation of duties and shall abandon egoism, persist in the principle of good faith, and act in a manner of initiative, conscientiousness, and responsibility.
(2) The Company's employees shall not have discrimination or supplanting against others due to gender, race, religious belief, party grouping, sexual orientation, rank, nationality and age.
(3) The Company's employees shall jointly maintain a healthy and safe working environment and shall not have any behavior of sex harassment, violence, threat or menace.
(4) The Company's employees shall be responsible for maintaining and maximizing the proper earning that can be obtained by the Company and shall not:
a. use the Company's property, information or take advantage of their positions to have chances to pursue gains for themselves or any third party;
b. compete with the Company.
(5) The Company's employees shall fairly treat the parties having business with the Company, and no preference shall be given to any related parties with which they conduct transactions. When performing duties, the Company's employees shall not request, agree to offer, deliver or receive any form of gifts, entertainment, rebates, bribes or improper gains for the
benefit of themselves or any third parties. However, the gifts and entertainment shall be limited to those with respect to social customs and manners or those permitted by the Company.
(6) The Company's employees shall keep any information known thereby due to their functions, which may have a significant impact on the Company's trading price of securities, in confidential in accordance with the Securities and Exchange Act before such information is disclosed in public. Also, they shall not use the information to conduct insider trading.
(7) The Company's employees shall mutually respect personal privacy and shall not spread any rumor or slander. They shall also carefully retain any matters or confidential information known thereby due to their functions. They shall not disclose such matters or information to others or use them for any purpose other than work unless such matters or information are disclosed by the Company or must be provided for the performance of duties. The same shall apply after termination of their employment.
(8) The confidential information referred to in the preceding paragraph includes the Company's personnel and client information, inventions, business secrets, technical data, product design, manufacturing professional knowledge, financial and accounting data, intellectual property rights, and any other undisclosed information which may be used by competitors or may cause damages to the Company or our clients after being disclosed.
(9) The Company's employees shall ensure the correctness and completeness of the documented information in any form handled thereby and retain such information appropriately.
(10) The Company's employees shall protect the Company's data, information systems and network equipment from being stolen, interrupted, destructed and invaded when performing their duties to ensure the confidentiality, completeness and availability of all the data.
(11) The Company's employees shall not, in any way, influence other employees to provide political contributions, support specific political parties or candidates, or participate in any other political activities. In
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addition, they shall also not engage in political activities during working time at the working space.
(12) The Company's employees shall abide by the laws related to intellectual property rights. They shall not illegally use or copy any intellectual property protected by copyright, including books, magazines and software.
(13) The Company's directors shall actively promote the Company's ethical principles and encourage the employees to report any known illegal behavior or violation of the Code to the directors in a non-anonymous manner. The Company shall spare no effort to keep whistle-blowers' identity confidential to protect them from any threats.
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In order to maintain gender equality in the workplace and provide our employees a working and service environment free of sexual harassment, the Company establishes the Prevention and Handling Procedures of Sexual Harassment for our employees.
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Computers are the equipment necessary for the Company's employees. In order to govern the employees' behavior of using electronic equipment, the Company establishes the Information Safety Policy, the Regulations on Use of Software, and the Internet and E-mail Management Rules for our employees.
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The Company is a company using information systems. Therefore, the use and development of software correlate to our daily works. In order to protect intellectual property rights, the Company specifies on our employment agreements that any intellectual property rights of any third parties shall not be infringed.
Guidelines for Employee Complaint:
古澤素林股份有限公司
DIZHUAN TEA CORPORATION
Guidelines for Employee Complaint
Established on 2015.12.22
Basis: Subject to Article 32 of the Labor Inspection Act.
Article 1 (Unit or personnel handling complaints)
The Company’s employees may submit a complaint to the following personnel if they find any circumstance violating the provisions under the paragraphs in Article 2 of the Guidelines:
- Directors of their units.
- Human Resources Department.
Article 2 (Scope of complaints)
The scope of employee-related matters within which a complaint may be made:
The Company’s employees may submit a complaint with respect to the following circumstances as long as they occur during the employees’ employment and can be proved:
- Where loss or damage of the employees’ legitimate rights and interests results from any matters that are not covered in the Company’s current systems, regulations, guidelines or administrative measures, or any negligence.
- Where the employees’ rights and interests or work are violated or negatively affected due to violation, abuse of authority, or improper treatment or behavior of other employees.
- Where the employees experience sexual harassment. (Subject to Regulations for Prevention, Correction, Complaint and Punishment of Sexual Harassment at Workplace.)
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Other circumstances which are related to business affairs, or for which a complaint should be submitted, or which can be proved.
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Article 3 (The format of complaint application form)
Where the rights and interests of the Company’s employees are damaged, they shall use a complaint application form containing the information in the following paragraphs to submit written complaints within 6 months after such damage:
- Receiver.
- Contents of the complaint.
- Name, address, phone number of the complainant; name, address, phone number of the service unit.
- Date of complaint.
Article 4 (Handling procedure)
Complaint handling procedure:
- Complaints submitted to directors of units may be in oral form, while other complaints shall be submitted in written form.
- For complaints submitted to directors of units, the handling personnel shall make a complaint decision within 1 month after accepting such complaint. Where the complainant is dissatisfied with such a complaint decision, he/she may re-submit a complaint according to the format of the complaint application form to the Human Resources Department within 1 month.
- The Human Resources Department shall make a complaint decision within 1 month after accepting a re-submitted complaint. Where the complainant is dissatisfied with such a complaint decision, he/she may re-submit a complaint according to the format of the complaint application form to the Company’s labor-management conference through the Human Resources Department within 1 month to make a final decision.
- Complaint decisions and final decisions shall be given to the complainant in written and confidential form, and notify the Human Resources Department of the same; for re-submitted complaints, notify general managers of the same.
Article 5 (Dismissed)
When the Company’s employee-related complaints meet one of the following circumstances, they shall be dismissed:
- A complaint is re-submitted for the incident which has already been closed or withdrawn through the complaint handling procedure.
- A complaint lacks specific facts or contents or is submitted without a real name.
- A complaint is submitted for any matter that exceeds the scope of complaints under the Guidelines.
Article 6 (Suspension of handling)
The handling of a complaint shall be suspended if the complainant applies for mediation or file a suit for the complaint.
Article 7 (Handling of false accusations)
If the Company’s employee-related complaints are determined to be false accusations, the punishment shall be subject to the Company’s Guidelines of Reward and Punishment for Employees.
Article 8 (Obligation of complainants and handling personnel of responsible units)
- A complainant is obligated to be inquired, reply to inquiries faithfully and provide relevant information during the complaint handling procedure.
- The handling personnel of responsible units and related parties are obligated to keep any complaints confidential. Otherwise, cases regarding violation of such obligation will be submitted to the Disciplinary Committee and handled in accordance with the Company’s relevant work rules.
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Before the handling process of an incident for which a complaint is submitted or re-submitted is concluded, the complainant and handling personnel shall keep the relevant information confidential and shall not disclose them.
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If a party discloses any information related to the complaint with intentional negligence, the party may be, with the agreement of more than half of the Complaint Committee members, handed over to the Human Resources Department and punished depending on the level of the disclosure.
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Every director and the defendant shall not impose any behavior related to discrimination, threat, post transfer, or other harmful treatment on the complainant, and shall not affect his/her work due to his/her complaint against them.
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A complainant and the complaint handling personnel shall take a matter-of-fact attitude. A complainant shall be punished according to related regulations if he/she gives false witness, falsely incriminates or deceives someone, or expose his/her past from malice to attack him/her, or disturbs the order and employee cohesion of the Company on purpose.
Article 9 (Authority of complaint handling personnel)
The complaint handling personnel is responsible for handling complaints within the authorized scope of the administrative system. It shall collect and analyze the relevant information and promptly complete the procedure with fairness, steadiness, and faithfulness.
Article 10 (Period for closure)
A complaint shall be concluded within 1 month after being accepted, whereas, if necessary, the period may be increased by another 1 month, and the complainant shall be informed.
Article 11 The Guidelines shall take effect after the general managers' approval, and the same shall apply to any amendments thereto.
(II) Any loss incurred due to labor-management disputes in the last year up to the publication date of this annual report and any current and future possible estimates and response measures: None.
VI. Cyber security management
(I) The Company's cybersecurity and risk management structure, cybersecurity policies, specific management programs, and resources invested in cybersecurity management:
- Cybersecurity structure
| Convener | General Manager, responsible for the approval of program planning, development and implementation. |
|---|---|
| Executive secretary | Information Department, responsible for cross-unit coordination, and the effective operation and continuous improvement of the information security management system. |
| Information security planning team | Information Department, responsible for the planning and coordination of the information security management system and related internal technologies. |
| Information security implementation team | Information Department, responsible for the planning and coordination of the information security management system and related internal technologies. |
| Information security emergency response team | Information Department, responsible for the response, handling and reporting of mass emergencies as well as follow-up correction and prevention. |
| Information security audit team: | Audit Office, responsible for the internal audit of the information security management system. |
- Cybersecurity policies, specific management programs, and resources invested in cybersecurity management
The Company's information security is considered from an overall perspective covering technology, management and procedures and is ensured by the whole organization with the top management's support and sufficient resources. Information technology personnel continuously participate in various cybersecurity training courses and utilize software and hardware (such as firewalls, antivirus software, email filtering, and illegal device blocking devices) to protect the company's valuable assets from damage. As cybersecurity threats evolve, technological equipment is also constantly updated to achieve the goal of protecting information assets. At the management level, after information security policies, requirements and procedures are developed, the information security requirements are thoroughly implemented to create an information security management system with risk management as the core and effective information security control as the foundation. In this way, we are able to identify problems at any time and make continuous improvements to reduce risks and enhance information security management performance. Regarding the procedural aspect, the information security and risks in operational procedures are analyzed to have more specific control points, so as to tackle all kinds of information security issues in a more effective and logical way.
In addition, through risk management and internal audits, the confidentiality, integrity and availability of all information assets can be ensured.
(II) Losses resulting from mass cybersecurity incidents, and their possible impacts and countermeasures in the most recent year up to the publication date of this annual report: None.
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VII. Important contracts
The parties, main contents, restrictive clauses, and start and end dates of any supply/sales contracts, technical cooperation contract, long-term loan contracts, and other important contracts that may affect shareholders' equity that remain effective up to the publication date of this annual report and expire in the most recent year:
Important Contracts of Taiwan Tea Corporation
| Nature of contract | Party | Star and end dates | Main details | Restrictive clauses |
|---|---|---|---|---|
| Lease contract | Yong Da Security Service Co., Ltd. | 2026.02.01-2027.01.31 | Laopi Tea Farm’s security service engagement contract | Nil |
| Lease contract | Hi-Life International Co., Ltd. | 2019.06.01-2029.05.31 | House Lease contract (Wende Rd.) | Nil |
| Lease contract | GranDen Corp. | 2025.08.01-2028.07.31 | House Lease contract (Wende Rd.) | Nil |
| Lease contract | Waku International Co., Ltd | 2022.11.01-2032.11.01 | Xiong Kong Forestry Tea Plantation Land + Building Lease Agreement | Nil |
| Lease contract | United Real-Estate Management Co., Ltd. | 2023.08.01-2039.04.30 | Asia Plaza Building B1-B3 Security Lease Contract | Nil |
| Lease contract | Huan-Tsai Chen, Chien-Min Wu, Chunghwa Telecom, Taiwan Mobile, and FET | 2025.09.01-2030.08.31 | Lease of Land Section 52, 180-1 and 749 in Longquan Section, Neipu Township | Nil |
| Lease contract | Shan Young Assets Management Co., Ltd. | 2023.11.16- 2026.11.15 | Neihu store lease contract | Nil |
| Lease contract | Sanyang Motor Co., Ltd. | 2023.12.01- 2026.11.30 | Hukou office rental | Nil |
| Lease | Pau Far Energy Corp. | 2019.01.24- 2040.05.19 | The roof of | Nil |
| Nature of contract | Party | Star and end dates | Main details | Restrictive clauses |
|---|---|---|---|---|
| contract | Laopi Tea Farm | |||
| Lease contract | Pau Far Energy Corp. | 2019.02.20-2040.09.24 | Laopi Tea Farm Phase-II Dormitory Ceiling Construction Project | Nil |
| Lease contract | Pau Far Energy Corp. | 2025.01.23-2045.01.22 | TTC Laopi’s solar energy equipment lease contract for (warehouse roof of) new factory | Nil |
| Land use and lease contract | INA Energy Corporation | 05.31.2023 - up to now | Use and lease contract for land in Neipu Township | Nil |
| Lease contract | TAIWAN PLANT ENGINEERING CO., LTD. | 2024.10.01-2029.09.30 | Real estate lease agreement for Area F of Tongluo Tea Factory as its biotechnology tea beverage laboratory | Nil |
| Lease contract | Da Hsu Valley Sandstone Resources Co., Ltd. | 2025.10.27-2030.10.26 | Land lease agreement for land in Tonglu Township, Miaoli County | Nil |
| Lease contract | Lian Ji Gan Wei Co., Ltd. | 2025.05.01-2028.04.30 | Land and building lease agreement for land in Tonglu Township, Miaoli County | Nil |
| Lease contract | Fulida Investment & Construction Co., Ltd. | 2025.05.01-2035.04.30 | Lease contract for Lot 703, Neipu Farm | Nil |
| Engineering contract | SP Gas Co., Ltd. | 2018.12.03-2038.12.06 | Laopi Tea Factory Natural | Nil |
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■ Review and Analysis of Financial Position and Performance and Risks
Five. Review and Analysis of Financial Status and Financial Performance and Risk Issues
I. Financial status
| Year
Item | 2024 | 2025 | Difference | | Analysis |
| --- | --- | --- | --- | --- | --- |
| | | | Amount | % | |
| Current asset | 1,143,027 | 1,191,679 | 48,652 | 4% | |
| Property, Plant and Equipment | 6,102,709 | 5,994,746 | (107,963) | -2% | |
| Investment Property | 14,035,152 | 14,055,706 | 20,554 | 0% | |
| Other assets | 99,110 | 92,738 | (6,372) | -6% | |
| Total assets | 21,379,998 | 21,334,869 | (45,129) | 0% | |
| Current liabilities | 686,731 | 585,338 | (101,393) | -15% | |
| Long-term loan | 4,569,935 | 4,740,635 | 170,700 | 4% | |
| Deferred tax liabilities | 3,169,451 | 3,167,816 | (1,635) | 0% | |
| Other non-current liabilities | 419,663 | 421,781 | 2,118 | 1% | |
| Total liabilities | 8,845,780 | 8,915,570 | 69,790 | 1% | |
| Share capital | 7,900,000 | 7,900,000 | 0 | 0% | |
| Additional paid-in capital | 2,197,948 | 2,197,948 | 0 | 0% | |
| Retained earnings | 2,486,831 | 2,371,840 | (114,991) | -5% | |
| Other equity | (50,561) | (50,489) | 72 | 0% | |
| Total equity | 12,534,218 | 12,419,299 | (114,919) | -1% | |
Note: The main reasons for any material changes in assets, liabilities and equities in the most recent two years, the effect of these changes, and the measures to be taken for material effect, if any. There is no significant changes.
Review and Analysis of Financial Position and Performance and Risks
II. Financial performance
Review and Analysis of Financial Performance
Unit: NT\$thousand
| Year Item | 2024 | 2025 | Difference | Analysis | |
|---|---|---|---|---|---|
| Amount | % | ||||
| Operating revenue | 433,108 | 472,652 | 39,544 | 9% | |
| Gross profit | 161,922 | 182,429 | 20,437 | 13% | |
| Operating loss | (60,365) | (19,429) | 40,936 | 68% | 1 |
| Non-operating revenue and expense | (114,795) | (98,401) | 16,394 | 14% | |
| Net income before tax | (175,160) | (117,830) | 57,330 | 33% | 2 |
| Income tax profit (expense) | 70 | 1,659 | 1,589 | 2270% | 3 |
| Net loss for the year | (175,090) | (116,171) | 58,919 | 34% | 2 |
| Total consolidated income for the current period | (171,082) | (114,919) | 56,163 | 33% | 2 |
(I) Main reasons for any material changes in operating revenue, net operating income, or net income before tax in the most recent two years:
- Decrease in the operating loss: Primarily due to an increase in operating revenue and a decrease in operating expense.
- Decrease in net loss before tax, net loss for the year, and total comprehensive loss for the year: Mainly due to a decrease in operating loss and non-operating expenses.
- Increase in tax benefit: Mainly due to an increase in deferred income benefit.
(II) Expected sales volume and its basis:
Please refer to "One. Report to Shareholders."
(III) Possible impact on the Company's future financial and business status and action plans:
No major impact.
■ Review and Analysis of Financial Position and Performance and Risks
III. Cash flow
(I) Analysis of changes in cash flow in the most recent year
Unit: NT\$thousand
| Cash balance at beginning of period | Annual net cash flow from operating activities | Annual other cash inflow (outflow) | Cash surplus | Remedy for cash deficit | |
|---|---|---|---|---|---|
| Investment plan | Financial plan | ||||
| 54,761 | 41,095 | (30,805) | 65,051 | - | - |
- Analysis of changes in cash flow in 2025:
The net cash inflow from operating activities was NT$41,095 thousand, net cash outflow from investing activities was NT$11,528 thousand, and net cash outflow from financing activities was NT$19,277 thousand.
(II) Improvement plan for insufficient liquidity: N/A.
(III) Analysis of the liquidity of cash for the coming year:
| Cash balance at beginning of period | Annual net cash flow from operating activities | Annual other cash inflow (outflow) | Cash surplus | Remedy for cash deficit | |
|---|---|---|---|---|---|
| Investment plan | Financial plan | ||||
| 65,051 | 3,609 | 8,684 | 77,344 | - | - |
- Analysis of cash flow in 2026:
The Company expects net cash inflow from operating activities of NT$3,609 thousand, net cash outflow from investing activities of NT$155,885 thousand, and net cash inflow from financing activities of NT$164,569 thousand for the coming year.
- Remedy for cash deficit and liquidity analysis: N/A.
Review and Analysis of Financial Position and Performance and Risks
IV. Effect of material capital expenditure in the most recent year on the financial and business status
(I) Purpose of material capital expenditure and the sources of funds: None.
V. The reinvestment policy in the most recent year, the main reasons for the gain or loss of the investment, the improvement plan and the investment plan for the coming year
The Company's reinvestments accounted for using the equity method are all subject to long-term strategic objectives. In 2025, the loss on the reinvestment accounted for using the equity method amounted to NT$128 thousand, primarily due to the investee not generating any operating revenue. In the future, the Company's reinvestments accounted for using the equity method will be guided by its long-term strategic objectives and subject to prudent evaluation.
VI. Analysis of risks
(I) Risk management policy
- Risk management structure of the Company
2. Risk management policy
The Board of Directors is the highest risk decision making organization of the Company. It takes the final responsibility for the risk management system and implementation, and prevents any and all potential losses according to the operating policy of the Company within the scope of acceptable risk exposure. The Board of Directors is also responsible for increase of shareholders' wealth under the prerequisite of balanced risk and return, in addition to optimizing capital allocation, developing risk management policies and guidelines, and supervising individual departments to implement risk management mechanisms.
The Audit Office under the Board of Directors is responsible for assessment of the internal control system, measurement of the operating efficiency, and raising proposals in a timely manner.
We established the “Regulations on Risk Management Policies and Procedures of Taiwan Tea Corporation” and had them approved by the Audit Committee and Board of Directors on November 12, 2020.
3. Risk management organization and its functions
| Level | Responsibility |
|---|---|
| Board of Directors | The Board of Directors is the highest risk decision making organization. It takes the final responsibility for the risk management system and implementation, and prevents any and all potential losses according to the operating policy of the Company within the scope of acceptable risk exposure. The Board of Directors is also responsible for increase of shareholders' interests under the prerequisite of balanced risk and return in addition to optimizing capital allocation. |
| Top management (Chairman, General Manager and Assistant General Manager) | 1. Implement risk management decisions. |
| 2. Coordinate for inter-department risk management interaction and communication. | |
| 3. Implement review of operating outcomes at the monthly business management meeting. | |
| Audit Office | Supervise executive departments to follow the approval authority and related management regulations and procedures. Be responsible for internal control and audit and raise deficiency review reports on an irregular basis to ensure the Company implements effective operation risk management. |
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| Level | Responsibility |
|---|---|
| Legal Affairs Department | Provide legal advise and take the responsibility for draw-up and review of the Company’s external contracts, coordination and handling of litigations, and management of all the trademarks of the Company to protect the rights and interests of the Company. |
| Financial Division | 1. Be responsible for fund procurement for all the sales departments and review of the fund utilization status of each business unit. |
| 2. Follow the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), and the laws and regulations of the government. | |
| 3. Assist the competent authority in the annual financial audit. | |
| 4. Assist in the review of operating outcomes at the monthly business management meeting. | |
| 5. Prepare quarterly and annual financial statements on a regular basis. | |
| 6. Report important financial activities to the Board of Directors for reviewing according to relevant regulations and internal control systems. | |
| Department heads | 1. Summarize the implementation results of risk management activities. |
| 2. Assist in and supervise risk management activities of each department. | |
| 3. Determine risk types and propose risk-taking methods depending on changes in external environment and internal strategies. | |
| 4. Conduct performance measurement and coordination after risk adjustment. | |
| Heads of units subordinate to departments | 1. Implement routine risk management activities. |
| 2. Conduct self-assessment with respect to risk control activities. |
- Implementation status of risk management in 2025 (approved by the Audit Committee on January 09, 2026 and reported to the Board of Directors and subsequently disclosed on the Company’s website)
(1) With reference to Article 25 of the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and in consideration of the business operation of the Company, general financial risk and the risk of supply chain, food safety, information security, occupational safety and health, and other risks are incorporated in the risk control. We established the “Regulations on Risk Management Policies and Procedures” and they were approved by the Audit Committee and Best Practice Principles,” on November 12, 2020.
(2) The Audit Office is responsible for assessment of the Company’s internal control system and measurement of operating efficiency. It proposes the audit plan for the coming year at the end of each
year. After the audit plan is approved by the Audit Committee and Board of Directors, the Office of Audit Service conducts audit of each unit according to the transaction cycle in each month. A report will be delivered to the independent directors before the end of the next month and submitted to the Audit Committee and Board of Directors. Follow-up reports are prepared on a quarterly basis. (The Audit Office conducts on-site audit according to the annual audit plan. A total of 103 items were audited in 2025.)
The business units of the Company conduct self-assessments at the beginning of each year based on the actual control environment and control operations of the previous year, submit the self-assessment results to the Audit Committee and the Board of Directors for review and approval, and issue a Statement on Internal Control Systems based on the approved results. In the first quarter of each year, the implementation status of risk management for the previous year is reviewed by the Audit Committee and reported to the Board of Directors.
(3) The Information Department sets up redundancy mechanisms for maintenance of information system servers to avoid interruption of the operation due to failure of the hardware or system crash. This mechanisms include daily regular data backup with respect to which a disaster recovery exercise was conducted in September 2025 to check the usability of the backups and the restoration steps from these backups; regular update of the virus pattern to maintain the detection capability of the anti-virus software; computer access control and no installation of software on the computer without permission to minimize the opportunity for the malicious software to invade in the computer of the Company; provision of VPN connection training courses and educational training on working from home and information security in response to the COVID-19 pandemic that may affect the operation of the Company to ensure the normal business operation of the Company.
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(II) Assessment of the following matters in the most recent year up to the publication date of this annual report
- Impact of interest and exchange rate changes and inflation in the most recent year on the profit or loss of the Company, and future countermeasures:
If the market interest rate increased/decreased by 1%, the profit or loss in the entire year decreased/increased by NT$50,854 thousand; neither exchange rate fluctuations nor inflation had significant impact on the Company. The Company will pay attention to the market information at any time, judge the trend and make measurements to reduce the impact of the interest and exchange rate changes and inflation on the Company.
- Policies regarding high-risk and high-leverage investments, loaning of funds to others, endorsement/guarantee as well as derivatives trading in the most recent year, main reasons for gains or losses, and future countermeasures:
(1) The Company is not engaged in high-risk and highly-leveraged investments, endorsement/guarantee, and derivatives trading.
(2) The policies of loaning of funds to others and endorsement/guarantee of the Company: According to the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies," any listed companies that do not plan to loan funds or provide endorsements/guarantees to others may be exempt from establishing procedures for loaning of funds and endorsement/guarantee upon approval of the Board of Directors. Hence, the 17th Board of Directors of the Company approved the exemption from establishment of the procedures for endorsement/guarantee at its 15th meeting on January 14, 2005, and the 19th Board of Directors approved the exemption from establishment of the procedures for loaning of funds at its 16th meeting on November 19, 2010.
(3) Loaning of funds among subsidiaries: None.
- The R&D plans and the progress of uncompleted R&D plans in the most recent year, further investments to be made for R&D, expected completion time, and impacts on successful R&D in the future:
The Company is expected to invest about NT$3.47 million.
The main purpose of our tea leaf-related technology research and development is to cut down costs, improve productivity and enhance quality. Our R&D results are tested and corrected numerously before being put into actual use. We take advantage of our rich experience in traditional tea production and utilize technology equipment and technology from different fields to create better results.
For the direction of R&D in 2025, we not only continued digitalization and optimized automation parameters, but also added matters with respect to net zero carbon emissions in accordance with the central government's policy and international trends to improve production.
(1) (Continued) Systematic research on the blending (creation of flavor) technique of refined tea:
We continued gathering data on the evaluation of tea flavor and rectifying the system to accumulate the data.
(2) (Continued) Tea manufacturing and processing management system:
In 2021, the upload of the information on tea-making equipment operation to the cloud was completed so that we can completely control any minor changes in the conditions for the tea-making process. The system records the conditions of each production batch and finds out the optimal production conditions based on the retrospective analysis of the production data to reduce the professional training time and ensure stable production quality.
(3) Pilot study of net zero carbon emissions:
We collaborated with the Tea Research and Extension Station under the Council of Agriculture, Executive Yuan, and National Pingtung University of Science and Technology to implement pilot studies related to carbon emissions of tea trees, carbon fixation in the soil of tea farms and tea trees as well as biochar from agricultural waste.
- Impact of the changes in important domestic and foreign policies and regulations in the most recent year on the financial and business status of the Company and countermeasures:
The Company supports energy saving and carbon reduction to reduce unnecessary expenses. The changes in important domestic and foreign policies and regulations in the most recent year did not have significant impact on the financial and business status of the Company. However, to follow the “Regulations on Non-urban Land Use Control” amended by the Construction and Planning Agency, Ministry of the Interior, in November 2016, we need to speed up the development of land and finish the development projects as soon as possible to increase the interests of the shareholders. As affected by the partial amendments of the Labor Standards Act and the “five-day work week” system in 2016 and 2017, we, in addition to following the regulations and hiring more employees for smooth arrangement of manpower, will acquire related information whenever necessary, add or adjust internal systems, and develop necessary countermeasures to meet the requirements of the business operation of the Company.
- Impact of recent technological changes (including ICT security risks) on the company's financial business and countermeasures:
The Company pays close attention to the changes in the technology related to the industry and, depending on the circumstances, designates personnel or project teams to assess the impact on the development and financial and business status of the Company in the future. “Communication software” becomes more popular in recent
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years. The Company discusses with chief officers and employees and release messages via the communication software. This is helpful for the Company to ensure the timeliness and improve the work performance. There are no changes in important technology that significantly affect the financial and business status of the Company.
- Impact of recent Corporate image changes on risk management and countermeasures:
(1) In addition to persisting in the philosophy of "health, leisure, environment" and "co-existence with the land" in management of our recreational business, we protect the land, save water resources, and take care of the environment in the development of our core business of tea.
(2) The rough and refinery processing factories of Laopi Tea Farm in Pingtung passed the "FSSC 22000," "ISO 22000:2018" and "HACCP" certifications in 2021. Since the progress of new certification was affected by the COVID-19 pandemic, we obtained the Rainforest Alliance certification in 2022. The Company implements the food safety control system, strictly controls the process from raw materials to products, conducts hazard analysis, and ensures control at critical control points. The production is ensured under preventive monitoring and management. All the products are subject to 502 multi-pesticide residue tests conducted by SGS, a third-party testing institution, to ensure their compliance with national food safety regulations. The tea plantations of the Company have established TAP certification and some of them have acquired the Tse-Xin Organic Certificate. The Company is dedicated to improvement of the product quality and service in a professional and serious attitude to improve the corporate image.
(3) The Daxi Tea Factory of the Company follows the "Taiwan Good Agricultural Practice; TGAP" in planting tea and agricultural management, and implements strict management by
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conducting regular checks and emphasizing care for the environment and local ecology.
The entire process from checking of tea leaves, sanitation of tea making machines and tools, separation of tea manufacturing area, refinery processing to packaging of plucked tea leaves and shipping procedure is recorded properly.
The tea factory conducts pollution and hazard control and provides educational training on public safety and health on a regular basis. It also make proper records on production management, processing procedure, and health and safety practice.
The "Daxi Tea Factory" stood out from 377 tea factories participating in the "2015 Safe and Hygienic Tea Factory" evaluation organized by the Council of Agriculture, Executive Yuan and won the top "Five-Star Award" (Registry Number: H10001). This highly recognizes the endeavor of the Company in the food safety area.
(4) The Company has been dedicated to public welfare activities, such as donating goods to help disabled groups and underprivileged people in response to the "Warmth in Winter" activity, and taking energy-saving and carbon reduction measure, in line with the government's environmental protection policy. We encourage engagement in the communities in Taipei City, New Taipei City, Taoyuan City, Hsinchu County, Miaoli County, Nantou County and Pingtung County where our branches are located in order to make specific actions and contributions that facilitate the prosperity and development of local areas. The Company set up the Public Affairs Office in 2013. It is responsible for organizing public welfare activities, and implementing and promoting relevant corporate social activities. Please refer to Pages 146~149 for our endeavors in community engagement, social welfare service, and our
environmental protection and food safety measures. To sum up, there is no concern about any corporate image risk.
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Expected benefits and potential risks from merger or acquisition: The Company currently does not have merger or acquisition plans.
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Expected benefits and potential risks from expansion of factory buildings: The Company currently does not have factory building expansion plans.
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Risk of concentrated sales or purchases:
① During the most recent year and as of the date of publication of the annual report, only one customer accounted for more than 10% of the Company's total sales revenue, with a share of about 21% and indicating a relatively diversified customer base.
② During the most recent year and as of the date of publication of the annual report, no suppliers accounted 10% or more of the Company's total purchases, indicating that there was no concentration of purchases among suppliers.
- Impact on and risk to the Company with regard to any major transfer or change of equities by directors, supervisors, or major shareholders holding more than 10% of the Company's shares: None.
Shang-Yang Asset Management Co., Ltd. is a major shareholder holding more than 10% of the Company's shares. It was elected as a director at the extraordinary meeting of shareholders on August 1, 2019 and its corporate representative acts as the Chairman of the Company, whose term was renewed after the full re-election of the directors in 2025. Shang-Yang Asset Management Co., Ltd. holds the shares of the Company on a long-term basis. This is helpful and positive for the stable operation of the Company.
- Impact on and risk to the Company with regard to any change in management rights:
The Company reelected all the directors at the regular meeting of
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shareholders on June 18, 2025. The number of board seats has been reduced from 11 to 9, with the number of general directors decreasing from 7 to 5, while the number of independent directors remained at 4. The number of independent directors accounts for at least one-third of the board, exceeding the requirements of Corporate Governance 3.0. The Company's business line and management are not changed, and the Company has always complied with laws and actively implemented corporate governance. Therefore, the Company has continued to develop in a pragmatic and steady direction without material impact on the Company's business, finance, and shareholders' equity.
- Any case of litigious and non-litigious matters, material litigious, non-litigious or administrative disputes that involve the Company and/or any director, supervisor, the General Manager, de facto responsible person, major shareholder holding a stake of more than 10% of the Company or subordinate company thereof, and that were finalized or remained pending, shall be listed; if a dispute may eventually cause a substantial impact on shareholders' equity or the price of securities, the nature of the dispute, the amount involved, the date on which the litigation first started, the main parties involved and the progress as of the publication of this annual report shall be disclosed:
None.
- Other significant risks and countermeasures:
Information security, cyber risk control, and countermeasures:
More and more companies rely on information systems for their operation. All of our core information systems are installed with dual redundancy equipment to reduce the risk of out-of-service due to failure of the hardware. Nevertheless, the redundancy function may be affected by external factors (e.g. power failure and natural disaster) or sabotage. The backup data are stored remotely and a test exercise to restore the information system from backup data is
conducted regularly every year. However, time lag of data is a risk when restoring the system from backup media.
We have set up software and hardware equipment capable of preventing malware or cyber attack. However, many information security incidents are not brought about by professional technique but security vulnerabilities attributable to human factors. For this, we have established relevant information security regulations, organized information security training on a regular basis, and announced instructions on information security irregularly to warn the employees of enhancement.
We are dedicated to protecting our information assets from any threats or destructions, whether internal or external, intentional or accidental, to reduce the probability of information security incidents and ensure that the risk arising from management incidents is reduced to the acceptable extent.
VII. Other material issues
None.
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Other Supplementary Information
Six. Other Supplementary Information
I. Information on affiliates
(I) Consolidated business report of affiliated companies
- Organizational chart of affiliates: None.
- Basic information on affiliates: None.
- Information on the same shareholders presumed to have control and subordinate relationship: None
- The businesses of affiliated companies and the association of these businesses: Not applicable.
- Information on directors, supervisors and general managers of each affiliated company: Not applicable.
- Overview of the operations of each affiliate (IFRSs): Not applicable.
(II) Consolidated financial statements of affiliated companies: As of 2019 the Company no longer prepares consolidated financial statements.
(III) Affiliation report: None.
II. Private placement of securities in the most recent year up to the publication date of this report annual
None.
III. Other necessary supplementary information
Seven. Any significant events materially affecting shareholders' equity or price of securities as
Other Supplementary Information
defined in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act in the most recent year up to the publication date of this annual report: None.
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Prepared by Taiwan Tea Corporation
Chairman: Ching-Yuan Wu

Taiwan Tea Corp.

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TEL 03-3825089
Opening hours Monday to Sunday 09:30-17:00
Address No. 80, Ln. 732, Sec. 2, Fuxing Rd., Daxi Dist., Taoyuan City 335016, Taiwan
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