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TTF — Annual Report 2025
May 15, 2026
51815_rns_2026-05-15_6e48b242-7062-47c4-9c06-8820b7c1634d.pdf
Annual Report
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Stock Code: 1454
Taiwan TAFFETA Fabric Co., Ltd.
2025 Annual Report
Prepared by Taiwan TAFFETA Fabric Co., Ltd.
Printed on May 8, 2026
Website for querying the annual report: mops.twse.com.tw
Website of Taiwan Stock Exchange: www.twse.com.tw
Website of the Company: www.ttfco.com
I. Spokesperson of the Company: Title:
Hua, Shu-Ling Assistant Manager of Management Department
Acting spokesperson of the Company: Title:
Yu, Wan-Hua Manager of Finance Department
Tel.: (02) 2556-8282 Email: [email protected]
II. Address and telephone number of the Company and factory:
| Name | Location | Tel. |
|---|---|---|
| Corporate Headquarters | 8F., No. 70-1, Xining N. Rd., Datong Dist., Taipei City | (02)2556-8282 |
| Taoyuan Factory | No. 50, Lane 660, Guangfu Road, Guanglong Village, Bade District, Taoyuan City | (03)363-0800 |
| Fu Kang Factory | No.18, Fufeng S. Road, Fufeng Village, Yangmei District, Taoyuan City | (03)472-5158 |
III. Name, address, website, and phone number of the institution handling share transfer:
Name: Stock Affairs Agency Department of Fubon Securities Co., Ltd.
Address: 11F., No. 17, Xuchang St., Zhongzheng Dist., Taipei City
Website: www.fubon.com
Tel.: (02) 2361-1300
IV. The CPA for financial reports of the most recent year
Name: Wang, Pan-Fa; Tseng, Chien-Ming
Name of accounting firm: Deloitte Taiwan
Address: 20F., No. 100, Songren Rd., Xinyi Dist., Taipei City
Website: www.deloitte.com.tw
Tel.: (02) 2725-9988
V. The name of the trading venue for listing and trading of overseas marketable securities and the method for querying the information of the overseas marketable securities: None
VI. Website of the Company: http://www.ttfco.com
Table of Contents
Chapter I. Report to Shareholders 5
I. 2025 Business Report 5
II. Summary of 2026 Business Plan 6
Chapter II. Corporate Governance Report 13
I. Information on directors, supervisors, President, Vice President, Assistant Manager, the officers of departments and branches 13
II. Corporate governance operation 35
III. Public expense information of CPA 104
IV. Information on changing CPAs 105
V. Situation of the company’s manager having previously served in the certified public accountant’s firm or its related entities 106
VI. Changes in equity transfer and equity pledge of directors, managers and shareholders holding more than 10% of shares 107
VII. Information on related-party relationships among the top ten shareholders by shareholding percentage 108
VIII. Consolidated shareholding percentage 109
Chapter III. Fundraising Situation 110
I. Capital and shares 110
II. Handling status of corporate bonds, preference shares, overseas depository receipts, employees’ share option certificates, new shares restricting employee rights, and mergers and acquisitions 114
III. Implementation status of fund utilization plan 114
Chapter IV. Operation Overview 115
I. Business content 115
II. Market and production and sales overview 118
III. Employees 126
IV. Environmental expenditure information 126
V. Labor-management relationship 127
VI. Cyber security management 134
VII. Important contracts 137
Chapter V. Review and Analysis of Financial Position and Financial Performance and Risk Matters 138
I. Financial position 138
II. Financial performance 139
III. Cash flow 140
IV. The impact of material capital expenditures on financial operations in the most recent year 140
V. Re-investment policy of the most recent year, main reasons for its profit or loss, improvement plan and investment plan for the next year 140
VI. Risk management analysis and assessment items 141
VII. Other important matters 143
Chapter VI. Special Matters to be Recorded 144
I. Relevant data of affiliated enterprises 144
II. Handling status of privately placed marketable securities in the most recent year and as of the printing date of the annual report 146
III. For the most recent year and as of the printing date of the annual report, the holding or disposal of the Company’s stocks by subsidiaries 147
IV. Other necessary supplementary explanations 147
V. Matters that have a significant impact on shareholder equity or securities prices for the most recent year and as of the printing date of the annual report 147
VI. If the company and its affiliated enterprises encounter financial turnover difficulties in the most recent year and as of the printing date of the annual report, the impact on the financial position of the Company 147
VII. Achievements of financial forecasts for the last two years 147
Chapter I. Report to Shareholders
I. 2025 Business Report
The following is a report on the Company’s business conditions and financial position for 2025:
(I) Business conditions:
- Revenue: Net sales revenue of NT$1,537,001 thousand, and non-operating revenue and expenses totaling NT$(146,465) thousand.
- Expenses: Cost of goods sold of NT$1,506,864 thousand, operating expenses of NT$155,197 thousand.
- Profit or loss: Gross profit of NT$30,137 thousand, gross profit margin of 1.96%, net operating loss of NT$125,659 thousand, net loss before tax of NT$140,124 thousand for the period. Total comprehensive income for the current year: NT$(165,304) thousand.
- Operational plan implementation results: The Company continued to recruit talents in R&D, brand marketing and other fields to strengthen its product competitiveness. The official launch of the R&D Center enables the Company to keep track of market trends at all times, respond to drastic climate changes, and timely launch products with superior wearing comfort, gradually advancing the transformation of the Company’s products.
- Budget execution situation: The revenue budget achievement rate reached 94% of the internal budget target.
- R&D achievements:
| Research and development achievements | |
|---|---|
| Yarn with natural fiber feel and multi-elasticity | Suitable for woven and knitted fabrics with fashion sense and excellent hand feeling, adopted by major international brands. |
| Fashionable fabric with composite function | Made of functional and high elastic fibers, paired with yarn with good tactile feel, and developed through multi-level post-processing, suitable for making clothing with Life Wear connotation. |
| Low-carbon fabrics | In response to the increasingly important trend of environmental protection, we continue to develop |
| Research and development achievements | |
|---|---|
| an environmentally friendly and low-carbon series of fabrics mainly composed of PET regenerated fibers, marine waste materials, and recycled fabrics, etc. |
(II) Financial position:
1. Assets: Current assets totaled NT$879,358 thousand and non-current assets totaled NT$1,104,316 thousand, for a total of NT$1,983,674 thousand in assets.
2. Liabilities: Current liabilities totaled NT$595,102 thousand, non-current liabilities totaled NT$11,094 thousand, liabilities totaled NT$606,196 thousand, and the debt ratio was 31%.
3. Net equity: Common stock capital of NT$1,298,338 thousand, aggregate shareholder equity of NT$1,377,478 thousand, representing 69% of total assets.
(III) Production and sales:
1. Production volume: In 2025, the Company produced a total of 14,638 thousand yards of grey fabric. Produced approximately 13,153 metric tons of yarn.
2. Sales volume: In 2025, we sold 10,961 metric tons of yarn, 3,611 thousand yards of grey fabric, and 13,888 thousand yards of finished fabric, for a total of 17,499 thousand yards of embroidered fabric and finished fabric.
3. Sales value: In 2025, sales of the long-fiber fabric segment amounted to NT$861,440 thousand, the processed yarn segment amounted to NT$674,823 thousand, and others amounted to NT$738 thousand, for a total sales amount of NT$1,537,001 thousand.
II. Summary of 2026 Business Plan
(I) Domestic and overseas economic environment and industry trends:
Taiwan’s economic growth performance in 2025 outperformed market expectations. The Chung-Hua Institution for Economic Research (CIER) estimates the 2025 economic growth rate at 7.43%. While reciprocal tariffs have heightened policy uncertainty, advance inventory stocking,
together with investment and export momentum fueled by the AI technology boom, have served as the main growth drivers. Looking ahead to 2026, as the Trump administration completes its second year in office, the global economy will continue to face elevated uncertainty. Amid geopolitical unrest, tariff cost pass-through, soaring debt levels among major economies, accommodative fiscal policies, and lingering inflation, global economic growth will moderate slightly. Nevertheless, AI development will continue to drive industrial transformation and productivity gains, injecting sustained growth momentum.
CIER projects Taiwan's 2026 economic growth rate at $4.14\%$ . Owing to the base-period effect, AI-driven momentum and lagged tariff effects, growth will remain robust in the first half $(5.28\%)$ and moderate $(3.10\%)$ in the second half. Quarterly growth rates are projected at $7.36\%$ , $3.28\%$ , $3.10\%$ and $3.11\%$ , respectively. The growth pattern will shift from the 2025 structure of "robust external demand, mild domestic demand" to "mild growth in both external and domestic sectors".
Mounting tensions among the United States, Israel and Iran have exerted a notable impact on the global petrochemical raw material market. Industry participants indicate that sharp increases in upstream raw material prices alongside supply cuts have pushed overall market sentiment higher, with an upward trend expected to persist in the second quarter. Damage to oil and gas infrastructure in the Middle East, together with the time lag for production line resumption, has further aggravated supply and demand imbalance. Furthermore, shipping disruptions and port congestion have pushed up shipment and transportation costs, emerging as the most prominent challenge for 2026. However, the crisis is also an opportunity.
Taiwan's design, research and development, as well as innovation capabilities remain a competitive advantage in the global textile industry. Therefore, although the production base can be relocated outside, the development work and technological research and development should continue to be carried out in Taiwan. As a result, we can not only maintain Taiwan's core position in the global textile industry, but also further enhance Taiwan's status as a design and innovation center.
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(II) Important production and sales policies and development strategies
-
Last year, industry operations saw marked fluctuations affected by tariffs and exchange rates; this year, the Middle East conflict has become the biggest variable. In general, rising raw material prices tend to dampen customers' willingness to place orders. Coupled with persistent inflationary pressures in major economies, demand remains cautious, and market recovery will require time to digest inventory and sentiment.
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In addition, the Russia-Ukraine conflict, Middle East tensions, and U.S. tariff policies have all disrupted the overall economy, greatly raising business uncertainty this year. Market sentiment in the industry was initially optimistic at the start of the year, but has turned conservative as hostilities escalate. While overall performance will not witness drastic fluctuations as seen last year, the short term is still affected by climbing raw material costs amid sluggish downstream demand momentum. Raw material prices are expected to stay at a high level from the second to the third quarter. If the geopolitical situation gradually stabilizes, demand is projected to recover from the second half into the fourth quarter.
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Faced with market competition and pressures of industrial transformation, we will actively advance product upgrading and diversified layout. In addition to our existing functional apparel fabrics and processed yarn products, the Company has in recent years expanded into workwear, high-end protective clothing and industrial fiber sectors, engaging in applications across diverse fields. Given the substantially higher technical and regulatory thresholds for such products, we will strengthen product differentiation and further raise added value. This enables closer cooperation with global high-end brand clients and drives long-term operational growth.
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The Company has formally established its R&D Center and initiated laboratory setup, conducting comprehensive testing and development on product functionality and physical properties. The R&D layout covers the integrated process spanning raw materials, manufacturing, dyeing and finishing, and post-processing. It aims to accelerate
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product upgrading and innovation, and build competitively differentiated products.
-
The Company's proprietary brand "ElasLana" also continues to press ahead with market expansion. Since its founding three years ago, we have steadily intensified brand promotion efforts, gradually accumulating market visibility and concrete results. Moving forward, with dual advancement in brand operation and product upgrading, we expect to further strengthen our overall competitive advantages.
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We continue to strengthen our relationship with upstream and downstream partners, establish a responsible supply chain, and expand our production responsibilities. It includes the research and development of new materials and technologies, the implementation of carbon reduction goals of circular economy, and the ability to respond to rapid changes in the industrial environment. It is necessary to deepen the consistency of upstream and downstream, so as to improve the threshold of product and enhance competitiveness.
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Strengthen the capabilities of the Company's R&D center and quality control laboratory. Urban casual wear is now the focus of the industry. We will continue to research and develop functional and high value-added products, create a professional image with clear market positioning, and make market segmentation to meet different market demands. We also pay attention to the market trend at any time, so that our products have the characteristics of natural fibers and good handfeel. In response to the drastic changes in climate, we will launch products that are comfortable to wear in a timely manner, so as to provide an alternative path for the textile industry and maintain the Company's way of survival in the market.
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The textile industry in Taiwan has a place in the global market. However, with the diversification and segmentation of consumer demands, simple low-price competition is no longer the direction for future development. On the contrary, the development targeting the high-end market, especially in the unrestricted international market, will see the development of high-end work clothes and uniforms as an important trend. These types of work clothes and uniforms have
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extremely high technical requirements, covering aspects such as the durability, comfort, functionality of the materials, and even specific requirements for antibacterial and fire-resistant properties. This requires not only innovative raw materials, but also more advanced production technologies and design capabilities. Although the technical requirements are high and the process of obtaining relevant certifications is not easy, this is precisely where our textile industry's advantage lies. We can leverage Taiwan's strength in textile innovation to enter higher-level and higher-quality markets, thereby opening up more business opportunities.
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In the context of increasingly fierce global market competition, Taiwan's textile industry must place greater emphasis on the export market and increase its share in the international market. By strengthening cooperation with global brand manufacturers, we will promote Taiwan's high-quality textiles to more international markets, and actively develop differentiated products to enhance our market competitiveness. These differentiated products may include high-performance fabrics, the application of environment-friendly materials, and professional technical services, which are all strengths of Taiwan's textile industry. Therefore, Taiwan's textile industry must adopt a global perspective and actively explore broader export sales markets.
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In addition to strengthening export sales, we should also seek in-depth cooperation with international brand manufacturers and establish a more closely-knit cooperation platform. Such cooperation will not only enable Taiwan's textile industry to gain a favorable position in the market, but also allow us to play a more crucial role in the supply chain of brand manufacturers. Many Taiwanese enterprises have established production bases in countries such as Vietnam and Indonesia, and have also developed new production chains. We will also do so in the future. This can not only meet the brand manufacturers' demand for diversified supply chains, but also avoid the risks associated with a single location.
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In response to the global vision of carbon reduction, we continue to
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focus on the innovation and research and development of green products, including the application and research and development of recycled materials. For example: the research and development of environmental fabrics, including marine waste, marine recycled yarn, off-cuts and recycled textile. With the continuous advancement of these recycling technologies, Taiwan’s textile industry is also launching an increasing number of products that meet the standards of being green and low-carbon. The production process of these products is more environmentally friendly, and emphasizes the use of renewable or recycled materials, reducing the reliance on natural resources. We are well aware that the consumers have increasing demand for green products. Therefore, we have also actively engaged in the research and development of green design and low-carbon emission production technologies, gradually increasing the proportion of recycling and green products in our production revenue, so as to keep pace with market trends.
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Continue digital transformation - The use of digital tools, especially big data and artificial intelligence, will effectively trigger innovation and improve efficiency in the Company. The fabric factory has completed the IOT related construction of various production equipment, and the visualization construction of various production management has also been completed successively. In addition, we are cooperating with industry, government, academia, and other related organizations to utilize the benefits and features of 5G and apply them to textile engineering and manufacturing process to improve production efficiency and service quality. Through the application of technologies such as digital design, intelligent production, and real-time data tracking, we can more accurately control the production process, which will significantly enhance the production management and response speed of the factory.
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In order to meet the demands of intelligent manufacturing and digital transformation, we will continuously optimize our information system and production equipment to enhance the automation and intelligence of our production equipment; continuously carry out the
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replacement of various production equipment to improve the innovation and production efficiency of new products. Optimize production management, improve production efficiency and output value to meet the trend of market demand becoming more flexible and diversified. In the future, we will continue to strengthen the digital transformation of factories and overall research and development. The application of generative AI has also played a significant role in the development of materials. According to different requirements, AI can simulate the structure of textile fibers or fabrics, and even be capable of detecting their physical properties, which is particularly important for the constantly evolving fashion industry. By virtue of this generative AI, enterprises can enhance the market competitiveness of their products and quickly adapt to changes in consumer demands.
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Establishment of a brand - establish an exclusive brand "ElasLana" for the Company's unique products, which are high-functional fabrics with good elasticity, softness and excellent handfeel and can be utilized in various ways. Highlight the characteristics and applicable areas of these products through the systematic use of composite media, in order to deeply integrate with the products and marketing plans of brand customers.
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Human resources policy - talent is the key resource for the development of the Company. For the future development goals, the human demand will be more diversified, especially for talents in the fields of high-level product research and development, ESG, brand marketing, and the Company will strengthen talent training in the future.
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Chapter II. Corporate Governance Report
I. Information on directors, supervisors, President, Vice President, Assistant Manager, the officers of departments and branches:
(I) Information on directors and supervisors (1):
Apr. 13, 2026
| Title | Nationality or place of registration | Name | Gender Age | Date of election/ appointment | Term of office | Date of initial election | Shares held at the time of election | Number of shares currently held | Current shares held by spouses and underage children | Shares held in the name of others | Main experience/ educational background | Concurrently positions in the Company and other companies | Other officers, directors, or supervisors with spouse or within the second degree of kinship | Remarks (5) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | - | Title | Name | Relationship | ||||||||||
| Chairman | R.O.C. | Chuang, Yao-Ming | Male 61-70 | 2025.06.23 | 3 years | 2001.05.29 | 3,836,959 | 2.42 | 4,454,256 | 3.43 | 787,243 | 0.61 | 0 | 0 | President of Hsiang Yao Investment Co., Ltd. | President | - | - | - | - |
| Director | R.O.C. | Yao, Fan-Chi | Male >80 | 2025.06.23 | 3 years | 2019.06.20 | 1,410,000 | 1.07 | 1,410,000 | 1.09 | - | - | 0 | 0 | National Taipei University of Business | - | - | - | - | - |
| Director | R.O.C. | Chuang, Yun-Ta | Male 51-60 | 2025.06.23 | 3 years | 2022.06.20 | 594,154 | 0.46 | 594,154 | 0.46 | - | - | 0 | 0 | Graduated from Central Michigan University, Master of Technology Management | President of the Prince Housing & Development Corp. | - | - | - | - |
| Director | R.O.C. | Chuang, Yun-Chen | Male 41-50 | 2025.06.23 | 3 years | 2025.06.23 | 12,000 | 0.01 | 12,000 | 0.01 | - | - | 0 | 0 | MS in Electrical Engineering, University of Southern California | President of Jin Ya Investment Co., Ltd. | - | - | - | - |
| Director | R.O.C. | Chang, Yu-Yuan | Male 51-60 | 2025.06.23 | 3 years | 2019.06.20 | 2,633,012 | 2.03 | 2,633,012 | 2.03 | - | - | 0 | 0 | Master's in Business Administration, National Taiwan University | Vice President of the Company | - | - | - | - |
| Director | R.O.C. | Legal Representative of Universal Textile Co., Ltd. Yang, Jen-Kai | Male 41-50 | 2025.06.23 | 3 years | 2025.06.23 | 29,712,218 | 22.88 | 29,712,218 | 22.88 | - | - | 0 | 0 | Master's in Technology Management, Boston University | Director and President of Universal Textile Co., Ltd. | - | - | - | - |
| Director | R.O.C. | Legal Representative of Universal Textile Co., Ltd. Cho, Cheng-Mao | Male 31-40 | 2025.06.23 | 3 years | 2025.06.23 | 29,712,218 | 22.88 | 29,712,218 | 22.88 | - | - | 0 | 0 | MS in Construction Management, New York University | Chairman of Gold Rain Enterprise Corp. | - | - | - | - |
| Title | Nationality or place of registration | Name | Gender Age | Date of election/ appointment | Term of office | Date of initial election | Shares held at the time of election | Number of shares currently held | Current shares held by spouses and underage children | Shares held in the name of others | Main experience/ educational background | Concurrently positions in the Company and other companies | Other officers, directors, or supervisors with spouse or within the second degree of kinship | Remarks (5) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Title | Name | Relationship | |||||||||||
| Independent director | R.O.C. | Tsai, Shu-Li | Female 61-70 | 2025.06.23 | 3 years | 2022.06.20 | 0 | 0 | 0 | 0 | - | - | 0 | 0 | Graduated from Rensselaer Polytechnic Institute, Ph.D. of Technology Management | Independent director of Global Lighting Technologies Inc. | - | - | - | - |
| Independent director | R.O.C. | Liao, Wei | Male 61-70 | 2025.06.23 | 3 years | 2022.06.20 | 0 | 0 | 0 | 0 | - | - | 0 | 0 | Graduated from National Chengchi University, Bachelor of Business Administration | - | - | - | - | - |
| Independent director | R.O.C. | Chen, Hsin-Hung | Male 61-70 | 2025.06.23 | 3 years | 2022.06.20 | 0 | 0 | 0 | 0 | - | - | 0 | 0 | PhD in ICT, Newcastle University, United Kingdom | Vice President & Director of the Second Research Division, Chung-Hua Institution for Economic Research | - | - | - | - |
| Independent director | R.O.C. | Hsueh, Fu-Ching | Male 61-70 | 2025.06.23 | 3 years | 2025.06.23 | 0 | 0 | 0 | 0 | - | - | 0 | 0 | PhD in Accountancy, George Washington University | President of Taoyuan American School | - | - | - | - |
Note 1: Corporate shareholders shall list the names and representatives of the corporate shareholders separately (for those who are representatives of corporate shareholders, the name of the corporate shareholder shall be indicated), and fill in Table 1 below.
Note 2: Please list the actual age and express it in an inter district manner, such as 41-50 years old or 51-60 years old.
Note 3: Fill in the time when you first served as a director or supervisor of the Company. If there is any interruption, please provide an explanation.
Note 4: If you have experience related to holding your current position and have worked at an audited and a certified accounting firm or affiliated enterprise during the previous period, you shall specify the professional title and responsible position you held.
Note 5: If the Chairman of the Company and the President or the person with equivalent position (top manager) are the same person, spouses or relatives of each other, the reasons, rationality, necessity, and corresponding measures (such as increasing the number of independent directors, and providing relevant information on how more than half of the directors have not concurrently served as employees or managers) shall be explained.
Explanation: For the needs of operational management, in coordination with the Company's business expansion, to conduct timely and effective communication with the Board of Directors and all stakeholders, and to integrate internal and external resources for the sound advancement of business operations, the Company's Chairman, Mr. Chuang, Yao-Ming, concurrently holds the position of President. This arrangement enables the Company to seize market opportunities and achieve effective allocation of resources. To strengthen the supervisory function of the Board of Directors, a resolution was adopted at the shareholders' meeting held on Jun. 23, 2025. A total of 11 directors were elected, including 4 independent directors, accounting for $36.36\%$ of the overall Board membership. In addition, more than half of the directors do not hold concurrent employee positions within the Company, complying with corporate governance regulations. Future adjustments will be made in light of the Company's development progress and operational performance.
Major Shareholders of Corporate Shareholders
Apr. 13, 2026
| Name of corporate shareholder | Major shareholders of corporate shareholders |
|---|---|
| Universal Textile Co., Ltd. | Liang Haw Technology Co., Ltd. |
| Chang Hui Investment Co., Ltd. | Taiwan TAFFETA Fabric Co., Ltd. |
Note 1 If a director or supervisor is a representative of a corporate shareholder, the name of the corporate shareholder shall be filled in.
Note 2 Fill in the name of the main shareholder of the corporate entity (whose shareholding ratio accounts for the top ten) and its shareholding ratio. If its major shareholder is a corporate entity, the following Table 2 shall be filled in.
Note 3 If the corporate shareholder is not the organizer of the Company, the name and shareholding ratio of the shareholder that shall be disclosed in the preceding paragraph shall be the name of the contributor or donor (refer to the announcement of the judicial council for inquiry) and their contribution or donation ratio. If the donor has passed away, it shall be marked with “deceased”.
The Major Shareholder is a Corporate Entity and its Major Shareholder
Apr. 3, 2026
| Name of corporate entity | Major shareholders of the corporate entity |
|---|---|
| Universal Textile Co., Ltd. | Liang Haw Technology Co., Ltd., Everwin Capital Limited, Ta Yu Asset Management Co., Ltd., Hsiang Li Investment Limited, Evermount International Co., Ltd., Hung Tu Investment Limited, Taiwan TAFFETA Fabric Co., Ltd., Li, Po-Ju, Yeh, Chia-Hung, Cavani |
Note 1 If the major shareholder in Table 1 above is a corporate entity, the name of the corporate entity shall be filled in.
Note 2 Fill in the name of the main shareholders of the corporate entity (whose shareholding ratio accounts for the top ten) and their shareholding ratio.
Note 3 If the corporate shareholder is not the organizer of the Company, the name and shareholding ratio of the shareholder that shall be disclosed in the preceding paragraph shall be the name of the contributor or donor (refer to the announcement of the judicial council for inquiry) and their contribution or donation ratio. If the donor has passed away, it shall be marked with “deceased”.
Information on directors and supervisors (2)
- Information on directors' professional qualifications and independence of independent directors:
| Condition Name | Professional qualifications and experience (Note 1) | Independence situation (Note 2) | Number of companies concurrently serving as independent directors of other public companies |
|---|---|---|---|
| Chuang, Yao-Ming | Served as President of the Company with management and industry experience | Not applicable | Not applicable |
| Yao, Fan-Chi | Served as a director of multiple companies with experience in corporate governance | Not applicable | Not applicable |
| Chuang, Yun-Ta | Served as head of a listed company with management and industry practice experience | Not applicable | Not applicable |
| Chuang, Yun-Chen | Served as head of a textile company with management and industry practice experience | Not applicable | Not applicable |
| Chang, Yu-Yuan | Served as head of a textile company with management and industry practice experience | Not applicable | Not applicable |
| Yang, Jen-Kai | Served as director of a textile company with management and industry practice experience | Not applicable | Not applicable |
| Cho, Cheng-Mao | Served as director of a listed company with management and industry practice experience | Not applicable | Not applicable |
| Chen, Hsin-Hung | Famous university professor with relevant experience in finance and economics | Situations without Note 2 | None |
| Hsueh, Fu-Ching | Famous university professor with relevant experience in finance and accounting | Situations without Note 2 | 1 |
| Tsai, Shu-Li | University dean, with relevant experience in industry and academia | Situations without Note 2 | 1 |
| Liao, Wei | Served as President of the Industry Company with management and industry experience | Situations without Note 2 | None |
Note 1 None of the directors falls under any of the circumstances under Article 30 of the Company Act.
Note 2 The Company's independent directors meet the conditions of independence: including but not limited to that they, their spouse, or relatives within the second degree, have served as directors, supervisors, or employees of the Company or its affiliated enterprise; The shares held by oneself, spouse, or relatives within the second degree of kinship (or in the name of others) in the Company; serve as a director, supervisor, or employee of a company with a specific relationship with the Company; The amount of return obtained for providing business, legal, financial, accounting and other services to the Company or its affiliated enterprise in the past two years.
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- Diversification and independence of the Board of Directors:
(1) Diversification of the Board of Directors:
A candidate nomination system is adopted for the nomination and selection of members of Board of Directors, and the academic background of each director member is also evaluated. The “Regulations Governing the Election of Directors” and “Corporate Governance Best Practice Principles” are followed, taking into account diversity, independence, and the opinions of stakeholders. According to Paragraph 3, Article 30 of the Company’s “Corporate Governance Best Practice Principles”, the directors shall possess the knowledge, skills and qualities necessary for the performance of their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities: 1. Ability to make operational judgments. 2. Ability to perform accounting and financial analysis. 3. Ability to conduct business management (including the management of subsidiaries). 4. Ability to conduct crisis management. 5. Knowledge of the industry. 6. An international market perspective. 7. Ability to lead. 8. Ability to make policy decisions. 9. Risk management knowledge and ability.
Specific management objectives and achievement status under the Company’s diversity policy are set forth as follows:
| Management objective | Achievement status |
|---|---|
| At least one-third of the directors shall possess expertise in the textile industry, marketing or operations, or finance and economics | Achieved |
| At least one-third of the independent directors shall possess expertise in industry, finance and economics, or operations | Achieved |
Implementation status of the Board Diversity Policy is as follows:
| Title | Chairman | Director | Independent director | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Chuang, Yao-Ming | Yao, Fan-Chi | Chuang, Yun-Ta | Chuang, Yun-Chen | Chang, Yu-Yuan | Yang, Jen-Kai | Cho, Cheng-Mao | Hsueh, Fu-Ching | Chen, Hsin-Hung | Tsai, Shu-Li | Liao, Wei |
| Gender | Male | Male | Male | Male | Male | Male | Male | Male | Male | Female | Male |
| Age | 61-70 | Over 80 years | 51-60 | 41-50 | 51-60 | 41-50 | 31-40 | 61-70 | 61-70 | 61-70 | 61-70 |
| Nationality | R.O.C. | R.O.C. | R.O.C. | R.O.C. | R.O.C. | R.O.C. | R.O.C. | R.O.C. | R.O.C. | R.O.C. | R.O.C. |
| Concurrently holds employee of the Company | Concurrently as President | No | No | No | Yes | No | No | No | No | No | No |
| Term of office as independent director of the Company | Less than 3 years | Less than 6 years | Less than 6 years | Less than 6 years | |||||||
| Professional knowledge/skills | |||||||||||
| Knowledge of the industry | V | V | V | V | V | V | V | V | V | V | V |
| Business management | V | V | V | V | V | V | V | V | V | V | V |
| Leadership and decision-making | V | V | V | V | V | V | V | V | V | V | V |
| Financial accounting | V | V | V | V | V | V | V | V | V | V | V |
| Business and economics | V | V | V | V | V | V | V | V | V | V | V |
| Risk management | V | V | V | V | V | V | V | V | V | V | V |
| An international market perspective | V | V | V | V | V | V | V | V | V | V | V |
| Information technology (IT) | V | V | V | V | V | V | V | V | V | V | V |
The Company was re-elected on Jun. 23, 2025. The current and next board members will continue to move towards the goal of diversity and independence, and will seek shareholder support to re-elect the independent directors having taken office for three consecutive terms. The members of the Board of Directors possess rich knowledge in business management, leadership decision-making, and related industries, including legal, financial, economic, and industrial knowledge (as shown in the table above and in the information on Directors). The Company will continue to evaluate the diversity and complementarity of board members. In the future, the Company will continue to evaluate and optimize the diversification policies and implement diversification policies based on business needs and the Company's long-term development.
In order to increase the number of female directors (currently 1, accounting for 9% of the total number of directors), the Company attaches importance to gender equality in the composition of the Board of Directors, and aims to increase the number of female directors to more than one-third (i.e., 33%) of the total number of directors. In future director re-election, the Company will prioritize soliciting female candidates and ascertaining the willingness of female shareholders to stand for election, with a view to increasing the number of elected female directors. The Company will continue to seek professional female talent from external other fields to serve as directors, with a short-term target of adding 1 female director and a long-term target of having 4 female directors, representing 1/3 of the total number of directors. The Company remains committed to identifying director candidates that align with industry developments, the Company's growth, and regulatory requirements, thereby promoting diversity within the Board of Directors.
(2) Independence of the Board of Directors:
The Company has a total of 11 directors, including 4 independent directors, having accounted for above one-third of the total number of directors, being 36%. This complies with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".
A. Structure of the Board of Directors:
The Company has established a director nomination and selection system. The procedures for the election of all directors are open and fair, and comply with the provisions of the Company's "Articles of Incorporation", "Rules for Election of Directors", "Corporate Governance Best-Practice Principles", "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", and "Article 14-2 of the Securities and Exchange Act".
B. Independence of the Board of Directors:
The Board of Directors of the Company directs company strategies, supervises the management, and is responsible to the Company and shareholders. In performing the various procedures and arrangements of the corporate governance system, the Board of Directors exercises its authority in accordance with laws and regulations, the Company's Articles of Incorporation, and
19
the resolutions of the shareholders' meeting. The Board of Directors emphasizes independent operation and transparent governance functions. Both directors and independent directors act as independent individuals and exercise their authority independently. The three independent directors also comply with relevant laws and regulations. Acting in conjunction with the authority of the Audit Committee, they review the management of current and potential corporate risks and thereby effectively supervise the implementation of the Company's internal control systems, the appointment (dismissal) and independence of the CPAs, and the proper preparation of financial statements. Furthermore, pursuant to the Company's "Rules for Election of Directors", the election of directors and independent directors adopts the cumulative voting method and the candidate nomination system. Shareholders are encouraged to participate, and shareholders holding a certain number of shares may propose a list of candidates. The review of candidates' qualifications and the confirmation of whether any of the circumstances set forth in Article 30 of the Company Act exist, as well as the relevant application and handling procedures, are all carried out and publicly announced in accordance with legal requirements to protect shareholders' rights and interests, thereby preventing monopolization and overuse of nomination rights and maintaining independence.
The Company has established a Board performance evaluation system and conducts an annual internal board self-evaluation and director self-assessment. The board performance evaluation covers the following five aspects: (1) The degree of participation in the Company's operations; (2) The quality of board decisions; (3) The composition and structure of the Board of Directors; (4) The selection and continuing professional education of the directors; and (5) The internal control. The director self-assessment covers the following six aspects: (1) Their grasp of the Company's goals and missions; (2) Their recognition of director's duties; (3) The degree of participation in the Company's operations; (4) Their management of internal relationships and communication; (5) Their professionalism and continuing professional education; and (6) The internal control. The results of the aforementioned self-evaluations and self-assessments are reported to the Board of Directors and thereafter disclosed in the Company's annual report.
There is no spouse or second degree kinship relationship between independent directors or between independent directors and directors of the Company, and between directors. This complies with the provisions of Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act.
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All independent directors are fully in compliance with the regulations governing independent directors as prescribed by the Financial Supervisory Commission (FSC). The status of their independence is set forth below:
| Name | Whether they, their spouse, or relatives within the second degree, have served as directors, supervisors, or employees of the Company or its affiliated enterprise | The number and proportion of shares held by oneself, spouse, or relatives within the second degree of kinship (or in the name of others) in the Company | Whether they serve as a director, supervisor, or employee of a company with a specific relationship with the Company | The amount of compensation obtained for providing business, legal, financial, accounting, and other services to the Company or its affiliated enterprise in the past two years |
|---|---|---|---|---|
| Chen, Hsin-Hung | No | No such situation | No | No such situation |
| Hsueh, Fu-Ching | No | No such situation | No | No such situation |
| Tsai, Shu-Li | No | No such situation | No | No such situation |
| Liao, Wei | No | No such situation | No | No such situation |
(II) Information on President, Vice President, Assistant Manager, the officers of departments and branches
Apr. 13, 2026
| Title | Nationality | Name | Gender | On-boarding date | Shares held | Shares held by spouses and underage children | Shares held in the name of others | Main experience/ educational background | Positions concurrently held in other companies in recent time | Managers with spouses or relatives within the second degree of kinship | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Title | Name | Relationship | |||||||
| President | R.O.C. | Chuang, Yao-Ming | Male | 2015.05.01 | 4,454,256 | 3.43 | 787,243 | 0.61 | - | - | Master of Rochester Institute of Technology | Chairman of Hsiang Yao Investment Co., Ltd. | - | - | - |
| Vice President of Business Department | R.O.C. | Chang, Yu-Yuan | Male | 2022.04.01 | 2,633,012 | 2.03 | - | - | - | - | Graduated from National Taiwan University | None | - | - | - |
| Manager of Pa Te Factory | R.O.C. | Su, Lai-Fu | Male | 2017.04.01 | 0 | 0 | - | - | - | - | Graduated from Asia Eastern University of Science and Technology | None | - | - | - |
| Manager of Fu Kang Factory | R.O.C. | Wang, Chung-Cheng | Male | 2017.04.01 | 0 | 0 | - | - | - | - | Graduated from National United University | None | - | - | - |
| Assistant Manager of Business Department | R.O.C. | Yang, Chin-Chih | Male | 2022.04.01 | 0 | 0 | - | - | - | - | Graduated from Soochow University | None | - | - | - |
| Assistant Manager of Business Department | R.O.C. | Li, Yun-Lan | Female | 2025.04.01 | 0 | 0 | - | - | - | - | Graduated from China University of Technology | None | - | - | - |
| Officer of R&D Department | R.O.C. | An, Ta-Chung | Male | 2025.12.29 | 2,000 | 0 | - | - | - | - | Graduated as Ph.D. in Fiber and Composite Materials, Feng Chia University | None | - | - | - |
| Assistant Manager of Management Department | R.O.C. | Hua, Shu-Ling | Female | 2023.04.01 | 374 | 0 | - | - | - | - | Graduated from National Taipei University of Business | None | - | - | - |
| Manager of Finance Department | R.O.C. | Yu, Wan-Hua | Female | 2023.04.01 | 0 | 0 | - | - | - | - | Graduated from Asia Eastern University of Science and Technology | None | - | - | - |
Note 1 It shall include information on the President, Vice President, assistant manager, the officers of departments and branches, as well as any positions equivalent to the President, Vice President, assistant regardless of their professional title, shall also be disclosed.
Note 2 If you have experience related to holding your current position and have worked at an audited and a certified accounting firm or affiliated enterprise during the previous period, you shall specify the professional title and responsible position you held.
Note 3 If the President or the person with equivalent position (top manager) and the Chairman are the same person, spouses or relatives of each other, the reasons, rationality,
necessity, and corresponding measures (such as increasing the number of independent directors, and providing relevant information on how more than half of the directors have not concurrently served as employees or managers) shall be disclosed. (See the notes to the Directors section on the previous page for details)
(III) Remuneration for directors (including independent directors), President, and Vice President for the most recent year
Remuneration for general directors, independent directors, President, and Vice President
- If the Company has any of the following circumstances, it shall disclose the names and remuneration of its directors or supervisors separately; You can choose to use the method of summarizing and coordinating the disclosure of names by level distance, or to disclose names and remuneration separately (for those who use individual disclosure, please fill in the professional title, name, and amount separately, and do not need to fill in the range of remuneration table):
(1) For standalone or individual financial reports that have experienced post tax losses of the past three years, the names and remuneration of "Directors and Supervisors" shall be disclosed separately. However, this restriction does not apply to standalone or individual financial reports that have generated post tax net profits in the last three years and are sufficient to cover accumulated losses [Note 1].
(2) If the proportion of shares held by directors in the most recent year has been insufficient for more than three consecutive months, the remuneration of individual directors shall be disclosed; If the proportion of shares held by a supervisor has been insufficient for more than three consecutive months in the most recent year, the remuneration of individual supervisors shall be disclosed [Note 2].
(3) If the average pledge ratio of directors or supervisors for the most recent three months is greater than 50%, the remuneration of individual directors or supervisors with pledge ratios greater than 50% for each month shall be disclosed [Note 3].
(4) If the remuneration received by all directors or supervisors in the financial report accounts for more than 2% of the net profit after tax, and if the remuneration received by an individual director or supervisor exceeds NT$15 million, the remuneration of that individual director or supervisor shall be disclosed. (Note: Calculate the remuneration of directors and supervisors based on the "Remuneration of Directors" and "Remuneration of Supervisors" items in the attached table, excluding the relevant remuneration received by part-time employees.)
(5) TWSE/TPEx Listed Companies that have been rated as the last two levels in the corporate governance evaluation for the most recent year, or have undergone changes in trading methods, suspension of trading, termination of listing or OTC in the most recent year or as of the printing date of the annual report, or other circumstances that have been deemed by the Corporate Governance Evaluation Committee to be ineligible for evaluation. [Note 4]
(6) The average annual salary of non-supervisory full-time employees of TWSE/TPEx Listed Companies for the most recent year has not reached NT$500 thousand. [Note 5]
(7) The net profit after tax of TWSE/TPEx Listed Companies for the most recent year has increased by 10% or more, but the average annual salary of non-supervisory full-time employees has increased compared with the previous year. [Note 6]
(8) The post-tax profit or loss of TWSE/TPEx Listed Companies for the most recent year decreased by 10% or more and the amount exceeded NT$5,000 thousand, and the average remuneration per director (excluding remuneration for concurrent employee) increased by 10% or more
23
and the amount exceeded NT$100 thousand. [Note 7]
- If TWSE/TPEx Listed Company has any of the circumstances referred to in the preceding Paragraph (1) or (5), it shall separately disclose the remuneration information of five executives with highest remuneration (such as the President, Vice President, CEO, or finance officers).
[Note 1] For example, when the Shareholders’ Meeting for 2020 prepared the annual report for 2019, if the Company had a post-tax loss in the parent company only or individual financial report for any year from 2017 to 2019, the Company shall disclose the information individually; however, if a post-tax loss was reported in the parent company only or individual financial report for 2017 and/or 2018, but the parent company only or individual financial report for 2019 reported a net profit after tax, which is sufficient to cover the accumulated loss, the Company is exempted from disclosing the information individually.
[Note 2] For example, when the Shareholders’ Meeting for 2010 prepared the annual report for 2009, if there was any insufficient shareholding by directors or supervisors during the period from Jan. 2009 to Dec. 2009 for more than three consecutive months, individual disclosures shall be made separately; and if there was any insufficient shareholding by directors or supervisors in Jan. 2009 for more than three consecutive months (i.e., Nov. 2008, Dec. 2008, and Jan. 2009), individual disclosures shall be also made separately.
[Note 3] For example, when the Shareholders’ Meeting for 2010 prepared the annual report for 2009, if the average pledge ratio of all directors for each of Feb., May and Aug. 2009 was greater than 50%, the remunerations of individual directors with a pledge ratio greater than 50% for each of those months shall be disclosed; and if the average pledge ratio of supervisors for each of the three months was greater than 50%, the remunerations of individual supervisors with a pledge ratio greater than 50% for each of those months shall be disclosed. ※ Average monthly pledge ratio of all directors: number of shares pledged by all directors/shares held by all directors (including shares held in trusts that reserve the right to use decision-making power); Average monthly pledge ratio of all supervisors: number of shares pledged by all supervisors/shares held by all supervisors (including shares held in trusts that reserve the right to use decision-making power).
[Note 4] For example, when the Shareholders’ Meeting for 2024 prepared the annual report for 2023, as the corporate governance evaluation results are often announced in Apr. of each year, if the results of the most recent year (i.e., 2023) have not yet been announced by the printing date of the annual report of the Shareholders’ Meeting of a TWSE/TPEx Listed Company, the Company may first rely on the results of the most recent period (e.g., 2022); after the announcement of the corporate governance evaluation results of the most recent year, if the Company falls under the last two levels in the corporate governance evaluation, and the remuneration is disclosed by names in conjunction with the disclosure of level, the annual report of the Shareholders’ Meeting shall be revised and uploaded to the Market Observation Post System (MOPS) in order to fulfill the requirement for complete disclosure of information.
[Note 5] For example, when the Shareholders’ Meeting for 2022 prepared the annual report for 2021, if a TWSE/TPEx Listed Company prepares its annual report of the Shareholders’ Meeting after the end of the most recent year (i.e., 2021), because it can collect complete information on the average annual salaries of non-supervisory full-time employees in the most recent year (2021), the information in the most recent year (2021) shall be used to evaluate whether it is less than NT$500 thousand, and the remunerations of individual directors and supervisors for the most recent year shall be disclosed.
[Note 6] For example, when the Shareholders’ Meeting for 2024 prepared the annual report for 2023, if the net profit after tax of a TWSE/TPEx
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listed company in the financial report 2023 increased by 10% or more compared to that in 2022 (this shall also apply in case the Company had a loss in 2022 and made a profit in 2023), but the average annual salary of non-supervisory full-time employees did not increase compared to that in 2022, the remuneration of the individual directors shall be disclosed. Net profit after tax refers to the net profit after tax of parent company only or individual financial reports in the most recent year. The definition and calculation of full-time employees and their salaries are in accordance with the requirements for reporting the “Information on salaries of full-time employees in non-management positions” in the Taiwan Stock Exchange Corporation Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds and the Taipei Exchange Rules Governing Information Reporting by Companies with TPEx Listed Securities
[Note 7] For example, when the Shareholders’ Meeting for 2024 prepared the annual report for 2023, if the post-tax profit or loss of a TWSE/TPEx listed company in the financial report 2023 decreased by 10% or more compared to that in 2022 and the amount exceeded NT$5,000 thousand (applicable to the Company regardless of net profit or loss after tax), and the average remuneration per director (excluding remuneration for concurrent employee) increased by 10% or more and the amount exceeded NT$100 thousand, the remuneration of the individual directors shall be disclosed. Post-tax profit or loss refers to the post-tax profit or loss of parent company only or individual financial reports in the most recent year.
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(1-1) Remuneration for general and independent directors (individual names and remuneration methods to be disclosed)
| Title | Name | Remuneration of directors | The proportion of the total amount of A, B, C, and D to the net profit after tax (Note 11) | Concurrent employees receive relevant remuneration | The proportion of the total amount of A, B, C, and D to the net profit after tax (Note 11) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Return (A) (Note 2) | Retirement pension (B) | Remuneration for earning distribution (C) (Note 3) | Salaries, bonuses, and special expenses (E) (Note 5) | Retirement pension (F) | Remuneration of employees (G) (Note 6) | Number of shares subscribed for in employee share option certificates (H) (Note 7) | Amount of new shares obtained to restrict employees' rights (Note 13) | ||||||||||||||||||
| The Company | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | The Company | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | The Company | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | The Company | All companies in the financial report (Note 8) | The Company | All companies in the financial report (Note 8) | The Company | Stock dividend amount | Cash dividend amount | Stock dividend amount | Cash dividend amount | Stock dividend amount | Cash dividend amount | The Company | All companies in the financial report (Note 8) | ||||
| Chairman | Chuang, Yao-Ming | 240 | 240 | 0 | 0 | 0 | 0 | 60 | 60 | 300 NA | 300 NA | 3221 | 3221 | 0 | 0 | 6 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 |
| Director | Yao, Fan-Chi | 240 | 240 | 0 | 0 | 0 | 0 | 60 | 60 | 300 NA | 300 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 |
| Director | Chuang, Yun-Ta | 240 | 240 | 0 | 0 | 0 | 0 | 60 | 60 | 300 NA | 300 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 |
| Director | Chuang, Yun-Chen | 140 | 140 | 0 | 0 | 0 | 0 | 30 | 30 | 170 NA | 170 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 |
| Director | Chang, Yu-Yuan | 140 | 140 | 0 | 0 | 0 | 0 | 30 | 30 | 170 NA | 170 NA | 895 | 895 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 |
| Director | Cho, Cheng-Mao, Legal Representative of Universal Textile Co., Ltd. | 140 | 140 | 0 | 0 | 0 | 0 | 30 | 30 | 170 NA | 170 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 |
| Director | Yang, Jen-Kai, Legal Representative of Universal Textile Co., Ltd. | 140 | 140 | 0 | 0 | 0 | 0 | 30 | 30 | 170 NA | 170 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 |
| Director | Chuang, Ying-Chih | 120 | 120 | 0 | 0 | 0 | 0 | 30 | 30 | 150 NA | 150 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 |
| Title | Name | Remuneration of directors | The proportion of the total amount of A, B, C, and D to the net profit after tax (Note 11) | Concurrent employees receive relevant remuneration | The proportion of the total amount of A, B, C, D, E, F and G to the net profit after tax (Note 11) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Return (A)(Note 2) | Retirement pension (B) | Remuneration for earning distribution (C)(Note 3) | Business execution expenses (D)(Note 4) | Salaries, bonuses, and special expenses (E)(Note 5) | Retirement pension (F) | Remuneration of employees (G)(Note 6) | Number of shares subscribed for in employee share option certificates (H)(Note 7) | Amount of new shares obtained to restrict employees' rights (Note 13) | |||||||||||||||||
| The Company | All companies in the financial report (Note 8) | The Company | All companies in the financial report (Note 8) | The Company | All companies in the financial report (Note 8) | The Company | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | All companies in the financial report (Note 8) | ||||
| Director | Hung, Hui-Chen | 120 | 120 | 0 | 0 | 0 | 0 | 30 | 30 | 150 NA | 150 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 | |
| Independent director | Chen, Hsin-Hung | 240 | 240 | 0 | 0 | 0 | 0 | 150 | 150 | 390 NA | 390 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 | |
| Independent director | Tsai, Shu-Li | 240 | 240 | 0 | 0 | 0 | 0 | 150 | 150 | 390 NA | 390 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 | |
| Independent director | Liao, Wei | 240 | 240 | 0 | 0 | 0 | 0 | 150 | 150 | 390 NA | 390 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 | |
| Independent director | Hsueh, Fu-Ching | 140 | 140 | 0 | 0 | 0 | 0 | 70 | 70 | 210 NA | 210 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 | |
| Independent director | Chang, Ming-Chiang | 120 | 120 | 0 | 0 | 0 | 0 | 80 | 80 | 200 NA | 200 NA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | NA | NA | 0 | |
| 1. Please specify the policy, system, standards, and structure for the payment of remuneration to independent directors, and the correlation with the amount of remuneration paid based on factors such as responsibilities, risks, and investment time: None.2. Except as disclosed in the above table, the remuneration received by the directors of the Company for services provided to all companies in the financial report in the most recent year (such as serving as consultants for non-employees)3. Except as disclosed in the above table, the remuneration received by the directors of the Company for services provided to all companies in the financial report in the most recent year (such as serving as consultants for non-employees) |
Range of Remuneration Table
| Remuneration level distance for each director of the Company | Name of director | |||
|---|---|---|---|---|
| The total amount of the first four items (A+B+C+D) | The total amount of the first seven items (A+B+C+D+E+F+G) | |||
| The Company (Note 9) | All companies in the financial report (Note 10) J | The Company (Note 9) | All companies in the financial report (Note 10) J | |
| Less than NT$2,000,000 | Chuang, Yao-Ming | Chuang, Yao-Ming | Chuang, Ying-Chih | Chuang, Ying-Chih |
| Chuang, Ying-Chih | Chuang, Ying-Chih | Yao, Fan-Chi | Yao, Fan-Chi | |
| Yao, Fan-Chi | Yao, Fan-Chi | Chuang, Yun-Ta | Chuang, Yun-Ta | |
| Chuang, Yun-Ta | Chuang, Yun-Ta | Hung, Hui-Chen | Hung, Hui-Chen | |
| Hung, Hui-Chen | Hung, Hui-Chen | Chang, Ming-Chiang | Chang, Ming-Chiang | |
| Chang, Ming-Chiang | Chang, Ming-Chiang | Tsai, Shu-Li | Tsai, Shu-Li | |
| Tsai, Shu-Li | Tsai, Shu-Li | Liao, Wei | Liao, Wei | |
| Liao, Wei | Liao, Wei | Chen, Hsin-Hung | Chen, Hsin-Hung | |
| Chen, Hsin-Hung | Chen, Hsin-Hung | Cho, Cheng-Mao | Cho, Cheng-Mao | |
| Cho, Cheng-Mao | Cho, Cheng-Mao | Yang, Jen-Kai | Yang, Jen-Kai | |
| Yang, Jen-Kai | Yang, Jen-Kai | Hsueh, Fu-Ching | Hsueh, Fu-Ching | |
| Hsueh, Fu-Ching | Hsueh, Fu-Ching | |||
| NT$2,000,000 (inclusive) - NT$5,000,000 (exclusive) | Chuang, Yao-Ming | Chuang, Yao-Ming | ||
| Total | 12 | 12 | 12 | 12 |
Note 1 The names of directors shall be listed separately (corporate shareholders shall list the names of corporate shareholders and their representatives separately), and the payment amounts shall be disclosed in a summary manner. If a director concurrently serves as the President or Vice President, this form and the following Tables (3-1) or (3-2) shall be filled in.
Note 2 It refers to the return of directors for the most recent year (including director salaries, job bonuses, severance pay, various bonuses, rewards, etc.).
Note 3 It refers to the amount of the remuneration of directors approved by the Board of Directors for the most recent year.
Note 4 It refers to the relevant business execution expenses of the directors in the most recent year (including transportation and transportation fees, special expenses, various allowances, dormitories, vehicle allocation, and other physical provisions). When providing housing, motor vehicles and other means of transportation or exclusive personal expenditures, the nature and cost of the assets provided, actual or fair market rent, fuel and other payments shall be disclosed. In addition, if equipped with a driver, please provide an explanation of the relevant returns paid by the Company to the
driver, but it will not be included in the remuneration.
Note 5 It refers to the amount received by directors and employees (including concurrent President, Vice President, other managers, and employees) of the most recent year, including salaries, job bonuses, severance pay, various bonuses, rewards, transportation fees, special expenses, various allowances, dormitories, car allocation, and other physical provisions. When providing housing, motor vehicles and other means of transportation or exclusive personal expenditures, the nature and cost of the assets provided, actual or fair market rent, fuel and other payments shall be disclosed. In addition, if equipped with a driver, please provide an explanation of the relevant returns paid by the Company to the driver, but it will not be included in the remuneration. The salary expenses recognized in accordance with IFRS 2 “Share-based Payment”, including obtaining employee share option certificates, restricting employee rights for new shares, and participating in cash capital increase subscription for shares, shall also be included in the remuneration.
Note 6 It refers to the remuneration of employees (including share and cash) received by directors and employees (including President, Vice President, other managers, and employees) in the most recent year. The amount of remuneration of employees distributed by the Board of Directors in the most recent year shall be disclosed. If it cannot be estimated, the proposed distribution amount for this year shall be calculated based on the proportion of the actual distribution amount in the previous year, and a separate Table 1-3 shall be filled in.
Note 7 The total amount of various remuneration paid to the directors of the Company by all companies (including the Company) in the consolidated report shall be disclosed.
Note 8 The Company shall pay the total amount of various remuneration to each director, and disclose the name of the director in the category of affiliation.
Note 9 The total amount of various remuneration paid to each director of the Company by all companies (including the Company) in the consolidated report shall be disclosed, and the names of the directors shall be disclosed in the hierarchy to which they belong.
Note 10 Net profit after tax refers to the net profit after tax for the most recent year; For those who have adopted International Financial Reporting Standards, net profit after tax refers to the net profit after tax of standalone or individual financial reports for the most recent year.
Note 11
a This column shall clearly refer to the amount of remuneration received by the Company’s directors for reinvestment in businesses outside of subsidiaries.
b If the Company director receives remuneration related to reinvestment businesses outside of a subsidiary, the remuneration received by the Company director from reinvestment businesses outside of the subsidiary shall be included in column I of the range of remuneration table, and the column name shall be changed to “All Reinvestment Businesses”.
c Remuneration refers to the return, remuneration (including remuneration of employee, director, and supervisor), and business execution expenses received by a director of the Company as a director, supervisor, or manager of a reinvested enterprise outside of a subsidiary.
- The content of remuneration disclosed in this table is different from the concept of income under the income tax law, so the purpose of this table is for information disclosure, not for taxation.
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(3-2) Remuneration for President and Vice President (individual names and remuneration methods to be disclosed)
| Title | Name | Salary (A) (Note 2) | Retirement pension (B) | Bonuses and special expenses, etc. (C) (Note 3) | Remuneration amount of employees (D) (Note 4) | The proportion of the total amount of A, B, C, and D to the net profit after tax (Note 8) | Remuneration received from reinvestment businesses other than subsidiaries (Note 9) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies in the financial report (Note 5) | The Company | All companies in the financial report (Note 5) | The Company | All companies in the financial report (Note 5) | The Company | All companies in the financial report (Note 5) | The Company | All companies in the financial report (Note 5) | |||||
| Cash dividend amount | Stock dividend amount | Cash dividend amount | Stock dividend amount | |||||||||||
| President | Chuang, Yao-Ming | 2402 | 2402 | 0 | 0 | 819 | 819 | 0 | 0 | 0 | NA | NA | 0 | |
| Vice President | Tsai, Te-Chung | 1590 | 1590 | 0 | 0 | 491 | 491 | 0 | 0 | 0 | NA | NA | 0 | |
| Vice President | Chang, Yu-Yuan | 1550 | 1550 | 0 | 0 | 464 | 464 | 0 | 0 | 0 | NA | NA | 0 |
- Regardless of professional title, any position equivalent to that of President or Vice President (such as President, CEO, director, etc.) shall be disclosed.
Range of Remuneration Table
| Remuneration level distance for each President and Vice President of the Company | Name of President and Vice President | |
|---|---|---|
| The Company (Note 6) | All companies in the financial report (Note 7) E | |
| NT$2,000,000 (inclusive) - NT$5,000,000 (exclusive) | Chuang, Yao-Ming | Chuang, Yao-Ming |
| Total |
(4-1) Remuneration of the five executives with highest remuneration of TWSE/TPEx Listed Companies (individual names and remuneration methods to be disclosed)
| Title | Name | Salary (A) (Note 2) | Retirement pension (B) | Bonuses and special expenses, etc. (C) (Note 3) | Remuneration amount of employees (D) (Note 4) | The proportion of the total amount of A, B, C, and D to the net profit after tax (Note 8) | Remuneration received from reinvestment businesses other than subsidiaries (Note 9) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies in the financial report (Note 5) | The Company | All companies in the financial report (Note 5) | The Company | All companies in the financial report (Note 5) | The Company | All companies in the financial report (Note 5) | The Company | All companies in the financial report (Note 5) | |||||
| Cash dividend amount | Stock dividend amount | Cash dividend amount | Stock dividend amount | |||||||||||
| President | Chuang, Yao-Ming | 2402 | 2402 | 0 | 0 | 819 | 819 | 0 | NA | NA | 0 | |||
| Vice President | Tsai, Te-Chung | 1560 | 1560 | 0 | 0 | 490 | 490 | 0 | NA | NA | 0 | |||
| Vice President | Chang, Yu-Yuan | 1520 | 1520 | 0 | 0 | 464 | 464 | 0 | NA | NA | 0 | |||
| Assistant Manager | Yang, Chin-Chih | 1314 | 1314 | 0 | 0 | 2157 | 2157 | 0 | NA | NA | 0 | |||
| Assistant Manager | Hua, Shu-Ling | 1613 | 1613 | 0 | 0 | 417 | 417 | 0 | NA | NA | 0 |
(4-2) Name and distribution status of the manager who distributes employee remuneration
Apr. 15, 2026
| Title
(Note 1) | Name
(Note 1) | Stock amount | Cash amount | Total | Proportion of total amount to net profit after tax (%) |
| --- | --- | --- | --- | --- | --- |
| President | Chuang, Yao-Ming | 0 | 0 | 0 | 0 |
| Vice President | Chang, Yu-Yuan | 0 | 0 | 0 | 0 |
| Assistant Manager | Yang, Chin-Chih | 0 | 0 | 0 | 0 |
| Assistant Manager | Hua, Shu-Ling | 0 | 0 | 0 | 0 |
| Assistant Manager | Li, Yun-Lan | 0 | 0 | 0 | 0 |
| Officer of R&D Department | An, Ta-Chung | 0 | 0 | 0 | 0 |
| Accounting officer | Yu, Wan-Hua | 0 | 0 | 0 | 0 |
Note 1 Individual names and professional titles shall be disclosed, but the distribution of profits can be disclosed in a consolidated manner.
Note 2 It refers to the amount of employee remuneration (including shares and cash) approved by the Board of Directors for managers in the most recent year. If it cannot be estimated, the proposed distribution amount for this year will be calculated based on the proportion of the actual distribution amount from last year. Net profit after tax refers to the net profit after tax for the most recent year; For those who have adopted International Financial Reporting Standards, net profit after tax refers to the net profit after tax of standalone or individual financial reports for the most recent year.
Note 3 The application scope for managers is as follows, in accordance with the provisions of the letter order Tai-Tsai-Zheng-(3)-Zi No. 0920001301 of the Commission on Mar. 27, 2003:
(1) President and equivalent level personnel
(2) Vice President and equivalent level personnel
(3) Assistant Manager and equivalent level personnel
(4) Officer of Finance Department
(5) Officer of Accounting Department
(6) Other persons with authority to manage company affairs and sign signatures
Note 4 If directors, President, and Vice President receive employee remuneration (including share profit sharing and cash profit sharing), in addition to filling in Table 1-2, this form shall also be filled out.
- Compare and explain the proportion of the total amount of remuneration paid to directors, supervisors, President, and Vice President of the Company and all companies in the consolidated financial statements in the last two years to the net profit after tax of standalone or individual financial reports, and explain the policies, standards, and combinations of remuneration payment, the procedures for setting remuneration, and the correlation between operating performance:
(1) Analysis of the proportion of the total remuneration paid to directors, supervisors, President, and Vice President of the Company in the net profit after tax for the last two years:
| The Company | All companies included in the consolidated financial statements | |||||||
|---|---|---|---|---|---|---|---|---|
| Title | 2024 | 2025 | 2024 | 2025 | ||||
| Remuneration of directors | Total | Proportion in net profit after tax | Total | Proportion in net profit after tax | Total | Proportion in net profit after tax | Total | Proportion in net profit after tax |
| 214 | 1.75% | 0 | N/A | 214 | 1.75% | 0 | N/A | |
| Remuneration for President and Vice President | 43 | 0.35% | 0 | N/A | 43 | 0.35% | 0 | N/A |
| Net profit after tax | 12,210 | (136,994) | N/A | 12,215 | (136,994) | N/A |
The policy, standards and portfolio of remuneration given by the Company to directors and managers, the procedures for determining remuneration, and its correlation with business performance, risks and ESG:
A. Policy and standards for remuneration
Directors: The remuneration of directors of the Company is in accordance with the provisions of the Company's Articles of Incorporation, and has been approved by the Remuneration Committee and the Board of Directors. Where, the remuneration of directors includes the payment of salary components, including: expenses related to business execution (such as transportation fees, attendance fees, etc.), remuneration of directors (as stipulated in the Company's Articles of Incorporation), and salary, etc.
Manager: The Company's remuneration payment policy is based on the Company's business strategy, overall environment, job responsibilities, profit situation, as well as the salary payment standards of similar industries and the Company.
B. Procedure for determining remuneration
Directors: According to Article 29 of the Company’s Article of Incorporation, if there is a profit in the annual period, after deducting the accumulated losses from the profit situation of the current year (that is, before deducting the remuneration of employees and directors from the profit before tax), if there is still a balance, no more than 3% of it shall be set aside as the remuneration of directors for the current year. The Company’s remuneration of directors is distributed taking into account the Company’s operating results, as well as their continuous learning, participation in sustainable operation, and contribution to the Company’s performance.
Manager: According to Article 29 of the Company’s Article of Incorporation, if there is a profit in the annual period, 2% shall be set aside as the employees’ remuneration. The distribution method and amount of employees’ remuneration are negotiated by the Remuneration Committee and then resolved by the Board of Directors.
C. Linkage between performance evaluation and remuneration
Directors: The procedure for determining the remuneration takes into account the “Measures for Performance Evaluation of Board of Directors and Functional Committees” of the Company, as well as a comprehensive consideration of the Company’s operations and internal and external performance evaluations, ESG management performance, and risk control performance, etc. In addition, the responsibilities of the Remuneration Committee include conducting regular reviews and evaluations of the policies, systems, standards, and structures for the performance evaluation and remuneration of the directors and managers.
Manager: The salary of managers is determined based on their individual performance. In addition to financial indicators, in order to align with the sustainable operation and development goals of the enterprise, the performance evaluation items for managers also include indicators related to ESG, such as the ability to respond to market and economic changes, the ability to lead changes, the ability to coordinate with internal and external stakeholders, talent cultivation, and innovation capabilities. The payment is also based on the market salary levels of the same industry. The bonus distribution is carried out in accordance with the Company’s bonus and performance management regulations, and is paid based on the Company’s annual operating performance and
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individual performance evaluation.
| Indicator item | Proportion | Description |
|---|---|---|
| Financial indicators, strategic indicators | 90% | The Company's financial performance, budget achievement rate, and corresponding major theme adjustments. |
| ESG sustainability and internal control indicators | 10% | Implement the commitment to sustainability, attach importance to ethical corporate management, legal compliance and risk control, promote occupational safety, and carry out all key tasks of ESG (including paying attention to climate risks and promoting specific actions towards net zero emissions) |
The rationality of relevant remunerations must be reviewed by the Remuneration Committee and the Board of Directors. They will adjust and review the remuneration system at any time based on the actual operating conditions and laws, and incorporate risk management indicators (such as financial risk, operational risk, information security risk, environmental and carbon reduction energy risk, and corporate sustainability risk) to achieve a balance between the Company's sustainable operation and risk control.
II. Corporate governance operation
(I) Operation of the Board of Directors
- Information on the operation of the Board of Directors (re-elected on Jun. 23, 2025.)
The Board of Directors has held 7 meetings in the most recent year, and the attendance of directors is as follows:
| Title | Name (Note 1) | Actual attendance (B) | Proxy attendance | Actual attendance ratio (%) (B/A) (Note 2) | Remarks |
|---|---|---|---|---|---|
| Chairman | Chuang, Yao-Ming | 7 | 0 | 100 | |
| Director | Chuang, Ying-Chih | 3 | 0 | 100 | Note 2-(3) |
| Director | Hung, Hui-Chen | 3 | 0 | 100 | Note 2-(3) |
| Director | Yao, Fan-Chi | 7 | 0 | 100 | |
| Director | Chuang, Yun-Ta | 7 | 0 | 100 |
| Title | Name (Note 1) | Actual attendance (B) | Proxy attendance | Actual attendance ratio (%) (B/A) (Note 2) | Remarks |
|---|---|---|---|---|---|
| Director | Chuang, Yun-Chen | 4 | 0 | 100 | Note 2-(4) |
| Director | Chang, Yu-Yuan | 4 | 0 | 100 | Note 2-(4) |
| Director | Cho, Cheng-Mao, Legal Representative of Universal Textile Co., Ltd. | 4 | 0 | 100 | Note 2-(4) |
| Director | Yang, Jen-Kai, Legal Representative of Universal Textile Co., Ltd. | 4 | 0 | 100 | Note 2-(4) |
| Independent director | Chang, Ming-Chiang | 3 | 0 | 100 | Note 2-(3) |
| Independent director | Tsai, Shu-Li | 7 | 0 | 100 | |
| Independent director | Hsueh, Fu-Ching | 4 | 0 | 100 | Note 2-(4) |
| Independent director | Liao, Wei | 7 | 0 | 100 | |
| Independent director | Chen, Hsin-Hung | 7 | 0 | 100 | |
| Note: The Company re-elected its directors (including independent directors) on Jun. 23, 2025. Other items to be recorded: I. If the operation of the Board of Directors involves any of the following circumstances, the date, period of the board meeting, content of the proposal, opinions of all independent directors, and the Company's handling of the opinions of independent directors shall be stated: (I) The matters listed in Article 14-3 of the Securities and Exchange Act. (II) Except for the aforementioned matters, other board meeting resolutions that have been opposed or reserved by independent directors and have records or written statements. II. The implementation of the avoidance of interest related proposals by directors shall specify the name of the director, the content of the proposal, the reasons for the avoidance of interest related proposals, and the voting situation. III. TWSE/TPEx listed companies shall disclose information on the evaluation cycle and period, scope, method, and content of the Board of Directors' self-evaluation (or peer evaluation), and fill in Table 2 (2), Implementation status of evaluation of Board of Directors. IV. Objectives for strengthening the functions of the Board of Directors (e.g., establishment of an audit committee, enhancement of information transparency, etc.) for the current year and the most recent year, and the evaluation on implementation status. |
Note 1 If a director is a corporate entity, the names of the corporate shareholders and their representatives shall be disclosed.
Note 2
(1) If a director resigns before the end of the year, the date of resignation shall be indicated in the remarks column. The actual attendance rate (%) shall be calculated based on the number of board meetings and actual attendance during their tenure.
(2) Before the end of the year, if a director is re-elected, both the new and old directors shall be filled in, and the date of the re-election shall be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of board meetings held during their tenure and the actual attendance rate.
(3) Stepped down after the shareholders' meeting on Jun. 23, 2025.
(4) Newly elected after the shareholders' meeting on Jun. 23, 2025.
- Implementation status of evaluation on Board of Directors and functional committees
On-site evaluation by an external independent agency:
| Evaluation cycle (Note 1) | Evaluation period (Note 2) | Evaluation scope (Note 3) | Evaluation method (Note 4) | Evaluation content (Note 5) |
|---|---|---|---|---|
| Every 3 years On-site evaluation by an external independent agency | Jan. 1, 2023 to Oct. 15, 2024 | 1. Board of directors | ||
| 2. Individual directors | ||||
| 3. Functional Committees | The task was entrusted to the external expert consortium, the Taipei Foundation of Finance. | |||
| This institution and its executive experts have no business dealings with the Company, thus possessing independence. | (1) Protecting shareholders' rights and interests, (2) Strengthening the structure and operation of the Board of Directors, (3) Participation in the Company's operations, (4) Improving the decision-making quality of the Board of Directors, (5) Enhancing information transparency, (6) Internal control, (7) Promoting sustainable development, (8) Other evaluation and consideration items. |
The results of this evaluation have been reported to the Board of Directors on Feb. 26, 2025. Refer to 2024 annual report of the Company for other detailed contents.
Implementation status of internal evaluation on Board of Directors and functional committees:
| Evaluation cycle (Note 1) | Evaluation period (Note 2) | Evaluation scope (Note 3) | Evaluation method (Note 4) | Evaluation content (Note 5) |
|---|---|---|---|---|
| Once a year | From Jan. 1, 2025 to Dec. 31, 2025 | 1. Board of directors | ||
| 2. Individual directors | ||||
| 3. Functional Committees (Audit Committee, Remuneration Committee, Sustainable Development Committee) | 1. Internal self-evaluation of the Board of Directors | |||
| 2. Self-evaluation of board members | ||||
| 3. Internal self-assessment of Functional Committee | 1. The degree of participation in the Company’s operations | |||
| 2. Improvement in the quality of decision making by the Board of Directors | ||||
| 3. The composition and structure of the Board of Directors | ||||
| 4. The election of the directors and their continuing professional education | ||||
| 5. Internal control |
Functional Committees:
1. The degree of participation in the Company’s operations
2. Their recognition of the duties of the Functional Committee
3. Improvement in the quality of decision making by the Functional Committee
4. The composition of the Functional Committee, and election and appointment of committee members
5. Internal control |
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The Company has completed the annual evaluations on the performance of the Board of Directors, functional committees (Audit Committee, Remuneration Committee) and Board members. The results of the annual self-evaluation on the performance of the Board of Directors are:
- The result of the self-evaluation on the performance of the Board of Directors was “Excellent”
- The result of the self-evaluation on the performance of individual directors was “Excellent”
- The results of the self-evaluation on the Audit Committee, the Remuneration Committee and the Sustainable Development Committee were “Excellent”;
Note 1 It refers to the execution cycle of Board of Directors, such as once a year.
Note 2 It refers to the period covered by the evaluation of the Board of Directors, such as evaluating the performance of the Board of Directors from Jan. 1, 2019 to Dec. 31, 2019.
Note 3 The evaluation scope includes performance evaluation of the Board of Directors, individual directors, and Functional Committees.
Note 4 The evaluation methods include internal self-evaluation of the Board of Directors, self-evaluation of board members, peer evaluation, appointment of external professional institutions, experts, or other appropriate methods for performance evaluation.
Note 5 The evaluation content shall include at least the following matters according to the evaluation scope:
(1) Performance evaluation of the Board of Directors: It at least includes the degree of participation in the Company’s operations, the quality of decision-making of the Board of Directors, the composition and structure of the Board of Directors, the selection and continuous learning of directors, internal control, etc.
(2) Performance evaluation of individual directors: It at least includes the mastery of the Company’s objectives and tasks, directors’ responsibility awareness, the degree of participation in the Company’s operations, internal relationship management and communication, directors’ professional and continuous learning, internal control, etc.
(3) Performance evaluation of Functional Committees: the degree of participation in the Company’s operations, the recognition of the responsibilities of Functional Committees, the decision-making quality of Functional Committees, the composition and selection of members of Functional Committees, and internal control.
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(II) The operation of the Audit Committee or the participation of supervisors in the operation of the Board of Directors:
- Operation status of the Audit Committee: The Audit Committee held five meetings in 2025, and the attendance of independent directors is as follows:
The Audit Committee has held 5 meetings (A) in the most recent year, and the attendance is as follows:
| Before re-election in Jun. 2025 | ||||
|---|---|---|---|---|
| Title | Name | Number of meetings convened (A) | Actual attendance times (B) | Actual attendance ratio (%) (B/A) (Note) |
| Independent director | Chang, Ming-Chiang | 3 | 3 | 100 |
| Independent director | Tsai, Shu-Li | 3 | 3 | 100 |
| Independent director | Liao, Wei | 3 | 3 | 100 |
| Independent director | Chen, Hsin-Hung | 3 | 3 | 100 |
| After re-election in Jun. 2025 | ||||
| Title | Name | Number of meetings convened (A) | Actual attendance times (B) | Actual attendance ratio (%) (B/A) (Note) |
| Independent director | Liao, Wei | 2 | 2 | 100 |
| Independent director | Tsai, Shu-Li | 2 | 2 | 100 |
| Independent director | Chen, Hsin-Hung | 2 | 2 | 100 |
| Independent director | Hsueh, Fu-Ching | 2 | 2 | 100 |
| Note: 1. The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The term of office of the independent directors in this Committee is three years, and they may be re-elected for another term; if the number of independent directors is less than the number specified in the preceding paragraph or the Articles of Incorporation due to the discharge of a director for any reason, the director shall be re-elected at the following shareholders’ meeting. In the event of the discharge of all independent directors, the Company shall convene a special shareholders meeting within 60 days of the occurrence of that fact for a by-election for directors. There are four members in the current Audit Committee. All of them have extensive education and work experience and meet the requirements of the Securities and Exchange Act and the Corporate Governance Best Practice Principles. (For details, please refer to Information on directors and supervisors). |
The Committee operates mainly for the purpose of supervising the following matters:
(1) Fair presentation of the Company’s financial statements.
(2) The election (dismissal), independence and performance of the CPAs.
(3) The effective implementation of the Company’s internal controls.
(4) The Company’s compliance with relevant laws and regulations.
(5) The control of the Company’s existing or potential risks.
The responsibilities and authorities of the Committee are as follows:
(1) Adoption or amendment to an internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
(2) Assessment of the effectiveness of the internal control system.
(3) Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
(4) A matter bearing on the personal interest of a director.
(5) A material asset or derivatives transaction.
(6) A material monetary loan, endorsement, or provision of guarantee.
(7) The offering, issuance, or private placement of any equity-type securities.
(8) The hiring, discharge, or compensation of an attesting CPA.
(9) The appointment or discharge of a financial, accounting, or internal auditing officer.
(10) The annual financial report and the financial report for second quarter which must be audited and certified by CPAs.
(11) Material matters so required by other companies and regulators.
Resolutions on the preceding items shall be approved by at least one-half of all members of the Committee and submitted to the Board of Directors for resolution.
All subparagraphs in the first paragraph (except for subparagraph 10), if not approved by at least one-half of all members of the Committee, shall be approved by at least two-thirds of all directors for implementation.
All members referred to in these Regulations shall be counted as those who are actually in office. The convener of the Committee represents the Committee externally.
The Committee shall meet at least once every quarter and may convene meetings whenever necessary.
The notice of convening of the Committee shall state the reasons for the convening and shall be sent to all independent directors seven days before the meeting. This shall not apply in case of emergency.
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All members of the Committee shall elect from among themselves one person to be the convener and the chairman of the meeting. If the convener is on leave or is unable to convene a meeting for any reason, he or she shall designate one of the other independent directors to act as his or her proxy; if the convener has not designated a proxy, one of the independent directors of the Committee shall elect from among themselves one person to act as his or her proxy.
-
Other resolutions that have not been approved by the Audit Committee but have been approved by more than two-thirds of all directors: The Company has no such situation.
-
The implementation of the avoidance of interest related proposals by independent directors shall specify the name of the independent director, the content of the proposal, the reasons for the avoidance of interest related proposals, and the voting situation: The Company has no such situation.
-
Communication between independent directors, internal audit officers, and CPA (including material matters, methods, and results of communication on the Company’s financial and business conditions):
(1) The independent directors and the internal audit officer communicate with each other through quarterly meetings of the Audit Committee. The internal audit officer and the environmental safety auditor provide audit reports to the independent directors at the meetings on a regular basis, and communicate on the audit results and the status of follow-up actions.
(2) The independent directors communicate with the CPAs through the Board of Directors’ meetings and annual meetings. The CPAs annually explain to the independent directors the results of the audit or review of the financial statements, and communicate with them on the audit results of the effectiveness of the Company’s internal controls, whether there are any adjustments to the financial statements or whether any amendments to laws and regulations have affected the presentation of the financial statements.
Review of financial reports
The Board of Directors has prepared the Company’s annual business report, financial statements, and proposal for distribution of earnings, and the financial statements have been audited by Deloitte & Touche Taiwan, and an audit report has been issued. The above business report, financial statements and proposal for appropriation of earnings have been checked by the Audit Committee without discrepancy.
Evaluation on the effectiveness of the internal control system
The Audit Committee evaluated the effectiveness of the policies and procedures of the Company’s internal control systems (including finance, operation, risk management, information security, outsourcing, legal compliance and other controls) and reviewed the periodic reports of the Company’s audit department, CPAs and the management, including risk management and legal compliance. With reference to the Internal Control - Integrated Framework issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, the Audit Committee believes that the
42
Company's risk management and internal control systems are effective and that the Company has adopted the necessary control mechanisms to supervise and correct non-compliance.
Appointment of CPAs
The Audit Committee is entrusted with the responsibility of supervising the independence of the CPA firm to ensure the fairness of the financial statements. Generally, the CPAs are not allowed to provide services to the Company other than tax-related services or specifically approved projects. All services provided by the CPA firm must be approved by the Audit Committee.
In order to ensure the independence of the CPA firm, the Audit Committee has developed an independence evaluation form based on Article 47 of the Certified Public Accountant Act and the contents of the Norm of Professional Ethics for Certified Public Accountant No. 10, “Integrity, Fairness, Objectivity and Independence”, which evaluates the independence, professionalism, and suitability of the CPAs, as well as whether the CPAs are related party to, or have a business or financial interest in, the Company. The Audit Committee held on Feb. 18, 2025 and the Board of Directors held on Feb. 26, 2025 reviewed and approved that CPA Wang, Pan-Fa and CPA Tseng, Chien-Ming meet the standards for independence evaluation and are qualified to act as the CPAs of the Company.
Operations of the Audit Committee during the year:
| Date of meeting | Content of the proposal and subsequent treatment | Matters listed in §14-5 of the Securities and Exchange Act |
|---|---|---|
| 2025.2.18 | 1. Proposal for the independence review of CPAs of the Company | V |
| 2. The Company’s 2024 parent company only and consolidated financial statements are submitted for review. | V | |
| 3. Proposal of the Company’s earning distribution in 2024 | V | |
| 4. 2024 self-assessment audit results reported by the Audit Office of the Company | V | |
| 5. Internal audit report of the Company | V | |
| Resolution of the Audit Committee: All members of the Audit Committee agreed to approve all the resolutions. The Company’s handling of the opinions of the Audit Committee: Not applicable. | ||
| 2025.3.27 | 1. Investment in “Chain Yarn Co., Ltd.” (“Chain Yarn”) is submitted for review. | V |
| Resolution of the Audit Committee: All members of the Audit Committee agreed to approve all the resolutions. The Company’s handling of the opinions of the Audit Committee: Not applicable. | ||
| 2025.4.29 | 1. Financial statements for the first quarter of 2025 | V |
| 2. Internal audit report | V | |
|---|---|---|
| Resolution of the Audit Committee: All members of the Audit Committee agreed to approve all the resolutions. The Company’s handling of the opinions of the Audit Committee: Not applicable. | ||
| 2025.8.4 | 1. Financial statements for the second quarter of 2025 | V |
| 2. Internal audit report | V | |
| Resolution of the Audit Committee: All members of the Audit Committee agreed to approve all the resolutions. The Company’s handling of the opinions of the Audit Committee: Not applicable. | ||
| 2025.10.23 | 1. Financial statements for the third quarter of 2025 | V |
| 2. Internal audit report | V | |
| 3. The internal audit plan of the Company for 2026 | V | |
| Resolution of the Audit Committee: All members of the Audit Committee agreed to approve all the resolutions. The Company’s handling of the opinions of the Audit Committee: Not applicable. |
- The participation of supervisors in the operation of the Board of Directors: Not applicable.
(III) The operational situation of corporate governance and the differences and reasons between it and the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| I. Does the Company establish and disclose the Corporate Governance Best Practice Principles in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”? | V | The Company has established “Corporate Governance Best Practice Principles” to strengthen its corporate governance system and structure, and has disclosed it on its website and Market Observation Post System | No difference | |
| II. Company equity structure and shareholders’ equity(I) Does the Company establish internal operating procedures to handle shareholder suggestions, doubts, disputes, and litigation matters, and implement them in accordance with the procedures? | V | (I) In addition to having a spokesperson, the Company also has stock affairs personnel to assist in handling shareholder related issues. If necessary, we will appoint appointed legal advisors to assist in handling these issues. | No material differences | |
| (II) Does the Company have a list of the major shareholders who actually control the Company and the ultimate controllers of the major shareholders? | V | (II) Based on the shareholder register provided by the share affairs agency, the Company has a clear understanding of the changes in the shareholding of directors and major shareholders. | No material differences | |
| (III) Does the Company establish and implement a risk control and firewall mechanism with affiliated enterprise? | V | (III) The Company adheres to the principle of financial and business independence as the basis for business transactions and complies with relevant laws and regulations. | No material differences | |
| (IV) Does the Company established internal regulations that prohibit insiders from using non-public information in the market to buy or sell marketable securities? | V | (IV) The Company has established the “Procedures for Preventing Insider Trading and Handling Material Inside Information” and publicizes the procedures at all times to prevent the occurrence of insider trading. Every year, during the courses on | No material differences |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| promoting the ban on insider trading, directors are reminded not to trade its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports. Furthermore, in 2025, the Company sent out notifications via text messages to all directors, and also informed them of the closed period before the release of each quarterly financial report. The Company also reminded them again via text message one day before the start of the closed period to prevent any mistakes by the directors in following this guideline. The Company conducts education and promotion on the “Measures for Preventing Insider Trading”, “Procedures for Handling Material Inside Information” and related laws and regulations at least once a year for current directors, managers and employees. For directors and managers, the Company arranges education and promotion within 3 months after their appointment. For new employees, the Human Resources Department conducts education and promotion during their orientation training. In 2025, the Company conducted 3-hour education and promotion for each director, manager, and employee, etc. | ||||
| III. Composition and responsibilities of the Board of Directors | ||||
| (I) Does the Board of Directors formulate a | V | The Company has formulated a “Corporate Governance Best Practice Principles”, and | No material differences |
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| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| diversified policy and implement it in terms of member composition? | within the relevant sections, | |||
| “Strengthening the Functions of the Board of Directors” includes a diversification policy. The nomination and selection of the members of the Board of Directors of the Company are carried out in accordance with the provisions of the Company’s Articles of Incorporation. A candidate nomination system is adopted. In addition to evaluating the educational background and qualifications of each candidate, the opinions of stakeholders are also taken into consideration. The “Rules for Election of Directors” and the “Corporate Governance Best Practice Principles” are followed to ensure the diversity and independence of the board members. | ||||
| The Company currently has a list of 11 board members. Each of these directors is highly specialized and possesses knowledge and insights in areas such as leadership, operation decision-making, business management, risk management, and financial management, as well as having expertise in the textile industry and an international market perspective. | ||||
| The Company has 4 independent directors, accounting for 36% of the total. The tenure of all independent directors has not exceeded three terms. | ||||
| However, the Company currently has 1 female directors, accounting for 9%. The Company attaches great importance to gender equality in the composition of the Board of Directors. The target for the proportion of female directors is over 30%. For the next Board of Directors, the Company hopes to secure the support of shareholders and have the opportunity to add three more female directors in order to achieve the target. | ||||
| Formulate diversification policy for |
47
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| (II) Does the Company voluntarily establish various Functional Committees in addition to setting up Remuneration Committees and Audit Committees in accordance with the law? | V | composition of the board members and disclose on the Company's website.(II) The Company has established a Remuneration Committee and an Audit Committee in accordance with the law. In Aug. 2024, the Company established the Sustainable Development Committee, the members of which are all independent directors with professional and specialized knowledge, in order to implement ESG of the Company. The establishment of other functional committees will be evaluated in the future as necessary. | No material differences | |
| (III) Does the Company establish a performance evaluation method and its evaluation method for the Board of Directors, and conduct performance evaluations annually and regularly? | V | (III) The Company has established a performance evaluation method and its evaluation method for the Board of Directors, and will conduct an annual review and revision. Every three years, an external independent institution would be appointed for performance evaluation.An external performance evaluation was conducted in Nov. 2024, and the performance evaluation results were reported to the Board of Directors in Feb. 2025.At the Board meeting in Mar. 2026, the performance self-evaluation results of the Board of Directors, individual board members, and the functional committees were reported. | No material differences | |
| (IV) Does the Company regularly evaluate the independence of the CPA? | V | (IV) The Audit Committee of the Company assesses the independence and suitability of the certified public accountants (CPAs) under its jurisdiction every year. In addition to requiring the CPAs to provide “Statement of Independence statements” and “Audit Quality |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| Indicators (AQIs)”, it also makes evaluation in accordance with the standards in Note 1 and the 13 AQI indicators. It has been confirmed that the CPAs have no other financial interests or business relationships with the Company except for the fees related to auditing, finance and taxation. The family members of the CPAs also do not violate the independence requirements. Moreover, based on the AQI indicator information, it has been confirmed that the CPAs and the firm have the same level of auditing experience and training hours as the average level of the industry. The evaluation results for the most recent year have been approved by the first Audit Committee meeting in 2026, and have been submitted to the Board of Directors for resolution to evaluate the independence and suitability of the CPAs. | No material differences | |||
| IV. Are TWSE/TPEx Listed Companies equipped with competent and appropriate number of corporate governance personnel, and designated a corporate governance officer to be responsible for corporate governance related affairs (including but not limited to providing directors and supervisors with necessary information to perform business, assisting directors and supervisors in complying with laws and regulations, handling board and shareholder | V | On Mar. 7, 2023, the Board of Directors of the Company approved the establishment of a corporate governance officer. And allocate company management personnel to assist in corporate governance related matters, including handling matters related to board and shareholder meetings, preparing minutes of board and shareholder meetings, assisting directors in taking office and continuing education, providing necessary information for directors to execute business, and assisting directors in complying with laws and regulations to implement corporate governance. | No material differences | |
| and the management personnel to assist in corporate governance related matters, including handling matters related to board and shareholder meetings, preparing minutes of board and shareholder meetings, assisting directors in taking office and continuing education, providing necessary information for directors to execute business, and assisting directors in complying with laws and regulations to implement corporate governance. |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| meeting related matters in accordance with the law, and preparing minutes of board and shareholder meetings)? | ||||
| V. Does the Company establish communication channels with stakeholders (including but not limited to shareholders, employees, customers and suppliers), set up stakeholder zones on the Company’s website, and properly respond to important corporate social responsibility issues of concern to stakeholders? | V | The Company’s website has set up a special area for stakeholders with “Contact Information for Stakeholders”, which provides contact information and channels to respond promptly and properly to important CSR issues of concern to stakeholders. Establish the communication channels between shareholders and stakeholders and relevant units of the Company. | ||
| Furthermore, the Company identifies the stakeholders, and collects and examines the issues that the stakeholders are concerned about. To ensure the implementation of major issues and the achievement of targets, the Company regularly collects major issues in the economic, social and environmental aspects, and summarizes relevant outcome materials, negotiation results with stakeholders, and suggestions for sustainable development, which are then provided to the relevant departments of the Company and submitted to the Board of Directors for reporting and confirmation each year, and presented to the Board of Directors. | ||||
| At the most recent Board Meeting with the reporting date on Oct. 31, 2025, the communication situation with the stakeholders was reported to the directors for their knowledge. | No material differences | |||
| VI. Does the Company appoint a professional share affairs agency to handle shareholder affairs? | V | The Company appoints a professional stock agency, the Stock Affairs Agency Department of Fubon Securities Co., Ltd., to handle various stock affairs of the Company, and has formulated the | No material differences |
50
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| “Management Measures for Stock Affair Operations” to regulate related affairs. | ||||
| VII. Information disclosure | ||||
| (I) Does the Company establish a website to disclose financial business and corporate governance information? | V | (I) The Company regularly and irregularly reports various financial and business information at Market Observation Post System in accordance with regulations. The Company also establishes Chinese and English websites (https://www.ttfco.com/) to disclose financial business and corporate governance-related information. | No material differences | |
| (II) Does the Company adopt other methods of information disclosure (such as setting up an English website, appointing a dedicated person to collect and disclose company information, implementing a spokesperson system, and placing the Company’s website during the corporate briefing process)? | V | (II) The Company has a dedicated department responsible for collecting and publishing various information of the Company; There are spokespersons and acting spokespersons, and the Company’s website also has an investor question answering window to accept inquiries from the outside world and shareholders at any time, in order to implement the spokesperson system. Moreover, the documents and audio-visual materials of investor conferences are all available on the Company’s website and the Market Observation Post System (MOPS). | No material differences | |
| (III) Does the Company announce and report its annual financial report within two months after the end of the accounting year, and announce and report its financial reports for the first, second, and third quarters and operating conditions for each month in advance before the prescribed deadline? | V | (III) The Company complies with the provisions of Section 36 of the Securities and Exchange Act. Financial reports are announced and reported within 75 days after the end of the fiscal year, and within 45 days after the end of the first, second, and third quarters. The operating conditions of the previous month are also announced and reported before the 10th of each month. | Handle according to regulations. |
51
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| VIII. Does the Company have other important information that can help to understand the Company’s governance and operation (including but not limited to employee rights and interests, employee care, investor relations, supplier relations, rights of stakeholders, directors’ further education, implementation of risk management policies and risk measurement standards, implementation of customer policies, and the Company’s purchase of liability insurance for directors)? | V | (I) Employee rights and employee care: In order to promote the development of the Company and ensure the well-being of all employees, the Company has established an employee service code, which clearly stipulates the rights and obligations of both labor and management, provides a safe, healthy, and fair working environment, and management measures protect employee rights and interests. In addition, the Company have also established an Employee Welfare Committee responsible for planning and implementing various employee welfare matters. |
(II) Investor relations: Handle relevant information announcement and reporting matters in accordance with the regulations of the competent authority, and provide timely information that may affect investor decision-making.
(III) Supplier relations: Pay attention to the rationality of the procurement price, and make a decision after fully comparing the unit price, specifications, payment terms, delivery time, product and service quality, or other information.
(IV) Stakeholder rights: The Company maintains smooth communication channels with its banks, employees, customers, and suppliers, and respects and safeguards their legitimate rights and interests; Disclose transparent financial and business information and prompt response from spokespersons to investor | No material differences |
52
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| questions to protect the rights of investors and stakeholders. | ||||
| (V) Directors’ further education: Including independent directors, eleven person-times, at least 6 hours per person. The requirements are met. | ||||
| (VI) Implementation of risk management policies and risk measurement standards: | ||||
| 1. The Company conducts enterprise risk management in accordance with the requirements of internal audit standards. The relevant business units or undertakers are responsible for the initial risk detection, assessment and control of various risks. At the end of each year, they must also conduct self-assessment of various operations to confirm the effectiveness of the design and implementation of risk prevention. And the departments will conduct irregular mutual reviews and internal auditors will conduct regular or irregular audits. Finally, the directors and supervisors will review the risks. That is, implementing risk measurement and control through layer by layer prevention and comprehensive control by all personnel. | ||||
| 2. Organizational structure and operation of risk management: | ||||
| 3. Finance Department: Responsible for financial scheduling and utilization, and establishing risk avoidance |
53
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| mechanisms to reduce financial risks; Responsible for the preparation of financial systems and business reports, strengthen internal control functions, ensure their continued effectiveness, and achieve the reliability of financial supervision. Business Department: Responsible for marketing strategies, product promotion, and understanding market trends to reduce business operational risks. Information office: Responsible for information security control and protection to reduce information security risks. Production Department: Responsible for managing production, manufacturing, equipment maintenance, labor safety and hygiene, etc. to reduce production risks. R&D enterprise: Responsible for the execution of related product development operations, research benefit evaluation and analysis, information and intelligence collection, analysis and application, to increase market share and reduce the risk of market elimination. |
(VII) Implementation of consumer protection or customer protection policies: The Company has special personnel who can promptly and fully communicate with customers in response to their complaints, understand customer needs, promote interaction between the | |
54
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation | ||
| Company and customers, and regularly review and improve in production and sales meetings. (VIII) All directors are covered by liability insurance. | ||||
| IX. The results of the corporate governance evaluation indicate that improvements have been made, and priority measures and measures for strengthening those that have not yet been improved are proposed | V | Targeting the improved situation and prioritizing strengthening items. The explanation is as follows: 1. Conduct inventory and disclose water consumption and total waste generation over the past two years. 2. The evaluation rating is ranked in the 66%-80% interval, advancing one tier from the previous year's 81%-100% range. 3. Formulate a corporate value enhancement plan and submit it to the Board of Directors; and establish a personal data protection policy. 4. Director re-election will be held in 2025, with the term of office of each independent director limited to a maximum of three terms. 5. Establish a greenhouse gas reduction management policy, including reduction targets, implementation measures, and the status of achievement. | No material differences |
Note: No matter whether “Yes” or “No” is checked, the operation situation shall be described in the summary description column.
Note: Criteria for independence assessment of CPAs
| Evaluation item | Evaluation result | Whether the CPA meets the independence criteria |
|---|---|---|
| 1. Whether the CPA has a direct or significant indirect financial interest in the Company. | No | Yes |
| 2. Whether the CPA has any financing or guarantee relationship with the Company or the directors of the Company. | No | Yes |
| 3. Whether the CPA has a close business relationship or potential employment relationship with the Company. | No | Yes |
| 4. Whether the CPA and members of his/her audit team are currently serving or have served in the last two years as a director, manager, or in a position of significant influence on the audit of the Company. | No | Yes |
| 5. Whether the CPA has provided any non-audit services to the Company that may directly affect the audit. | No | Yes |
| 6. Whether the CPA serves as an intermediary in the issuance of stock or other securities of the Company. | No | Yes |
| 7. Whether the CPA acts as the Company's advocate or represents the Company in conflicts with third parties. | No | Yes |
| 8. Whether the CPA is the relative of any of the Company's directors, managers, or other persons having significant influence on the audit. | No | Yes |
Criteria for assessing the CPA's suitability (based on the Audit Quality Indicator Report)
| Evaluation item | Description of key points | Whether the CPA meets the suitability criteria |
|---|---|---|
| 1. Professionalism: Audit experience, training hours, turnover rate, and professional support. | Experience and training of the audit team are better than the industry average | Yes |
| 2. Quality control: CPA load, audit input, case quality control review, quality control support capability. | Time spent on audit and supervision are comparable to the industry average | Yes |
| 3. Independence: Non-audit services, customer familiarity. | Hight customer familiarity and low proportion of non-audit services | Yes |
(IV) If the Company has established a Remuneration Committee, its composition, responsibilities, and operational situation shall be disclosed:
- Information on members of the Remuneration Committee
| Identity (Note 1) | Name | Professional qualifications and experience (Note 2) | Independence situation (Note 3) | Number of members concurrently serving on the Remuneration Committee of other public companies |
|---|---|---|---|---|
| Independent director | Liao, Wei | Serve as convener | ||
| Served as a President of the textile industry with experience in industry and management | All independent directors listed in the left column have met the qualification requirements set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” promulgated by the Financial Supervisory Commission (FSC) and Article 14-2 of the Securities and Exchange Act during the two years prior to their election and throughout their term of office. Furthermore, pursuant to Article 14-3 of the Securities and Exchange Act, all independent directors are granted full authority to participate in decision-making and express their opinions, thereby independently exercising their relevant powers and duties. | 0 | ||
| Independent director | Hsueh, Fu-Ching | A professor of accounting at a leading university, equipped with academic expertise and relevant experience in finance and accounting | 1 | |
| Independent director | Chen, Hsin-Hung | Professor at Tsinghua University, and Director of the Chung-Hua Institution for Economic Research. Having industry and academic experience | 0 | |
| Independent director | Tsai, Shu-Li | Full time professor at the Fu Jen Catholic University, College of Human Ecology, with industrial and academic experience, concurrently serving as | directors are granted full authority to participate in decision-making and express their opinions, thereby independently exercising their relevant powers and duties. | 1 |
| Identity (Note 1) | Name | Professional qualifications and experience (Note 2) | Independence situation (Note 3) | Number of members concurrently serving on the Remuneration Committee of other public companies |
|---|---|---|---|---|
| director and supervisor of multiple companies | No situations as described in Note 3 |
Note 1 Please specify the relevant work experience, professional qualifications, experience, and independence status of each member of the Remuneration Committee in the table. If you are independent directors, please note and refer to the previous information.
Note 2 Professional qualifications and experience: Describe the professional qualifications and experience of individual Salary Committee members.
Note 3 Compliance with independence situation: Describe the independence situation of individual members of the Salary Committee, including but not limited to whether they, their spouse, or relatives within the second degree, have served as directors, supervisors, or employees of the Company or its affiliated enterprise; The number and proportion of shares held by oneself, spouse, or relatives within the second degree of kinship (or in the name of others) in the Company; Whether to serve as a director, supervisor, or employee of a company with a specific relationship with the Company (referring to Subparagraph 5-8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); The amount of return obtained for providing business, legal, financial, accounting and other services to the Company or its affiliated enterprise in the past two years.
- Information on the operation of the Remuneration Committee
(1) There are four members of the Remuneration Committee of the Company. The tenure of office of the current committee member was from Jun. 23, 2025 to Jun. 22, 2028.
(2) The Remuneration Committee held two meetings (A) in the most recent year, and the qualifications and attendance of the committee members are as follows:
| Title | Name | Actual attendance times (B) | Proxy attendance | Actual attendance ratio (%) (B/A) (Note) | Remarks |
|---|---|---|---|---|---|
| Convener | Chang, Ming-Chiang | 1 | 0 | 100 | Stepped down after re-election in Jun. 2025 |
| Committee member | Liao, Wei | 2 | 0 | 100 | Served as convener after re-election in Jun. 2025 |
| Committee member | Chen, Hsin-Hung | 2 | 0 | 100 | |
| Committee member | Tsai, Shu-Li | 2 | 0 | 100 | |
| Committee member | Hsueh, Fu-Ching | 1 | 0 | 100 | Newly elected after re-election in Jun. 2025 |
Other items to be recorded:
I. If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, it shall specify the date, period, content of the proposal, resolution results of the meeting of Board of Directors, and the Company’s handling of the opinions of the Remuneration Committee (if the salary and remuneration passed by the Board of Directors are superior to the recommendation of the Remuneration Committee, the difference and reasons shall be stated). No such situation
II. If members have objections or reservations and there are records or written statements regarding the resolution matters of the Remuneration Committee, the date, period, content of the proposal, opinions of all members, and the handling of their opinions shall be stated. No such situation
III. Resolutions of the Remuneration Committee meeting for the current year were as follows:
| Remuneration Committee | Proposal | Remarks |
|---|---|---|
59
| 2025.2.18 | Reviewed the Company’s plan for the remunerations of directors and supervisors and employees’ bonuses for 2024, and submitted the proposal for consideration. | Passing according to the proposal |
|---|---|---|
| Considered the Company’s proposal for remuneration amounts of individual directors and supervisors for 2024, and submitted the proposal for discussion. | Passing according to the proposal | |
| The Company’s handling of the opinions of the Remuneration Committee: | ||
| Approved by all members present without objection | ||
| 2025.10.23 | Reviewed the Company’s remuneration programs for 2026, and submitted the proposal for consideration. | Passing according to the proposal |
| Reviewed the Company’s proposal of the scope of the applicable managers that should be submitted to the Remuneration Committee for preliminary review of remuneration, and submitted the proposal for consideration. | Passing according to the proposal | |
| The Company’s handling of the opinions of the Remuneration Committee: | ||
| Approved by all members present without objection |
Note:
(1) If a member of the Remuneration Committee resigns before the end of the year, the date of resignation shall be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Remuneration Committee during their tenure and their actual attendance times.
(2) If there is a re-election of the Remuneration Committee before the end of the year, both the new and old members of the Remuneration Committee shall be filled in, and the note column shall indicate whether the member is old, new or re-elected, and the date of re-election. The actual attendance rate (%) is calculated based on the number of the Remuneration Committee held during their tenure and the actual attendance rate.
(3) Authority scope of the Remuneration Committee:
A. Review the organizational procedures and propose revision suggestions.
B. Evaluate and adjust the salary and remuneration of directors and managers.
C. Review the system and structure of salary structure and performance evaluation related to directors and managers.
(V) Implementation of promoting sustainable development and differences from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons:
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| I. Does the Company establish a governance structure to promote sustainable development, and set up a full-time (part-time) unit to promote sustainable development, which is authorized by the Board of Directors to be handled by senior management, and supervised by the Board of Directors? | V | The Company has set up a full-time unit (Management Department is a full-time unit) and personnel to promote sustainable development, where the corporate governance officer serves as the Executive Secretary, actively practicing the vision and mission of ESG policy. The Board of Directors is the highest decision-making body for issues related to sustainable development. To enable the Board of Directors and the Sustainable Development Committee to fully supervise and stay informed of the operations related to corporate sustainability issues. | ||
| The Company established a “Sustainable Development Committee” in 2024. The independent director serves as the convener and the Committee member, to jointly review the core operational capacities of the Company together with senior executives from various departments and factories, and formulate a medium- to long-term sustainable development plan. It is also responsible for overseeing the implementation of corporate sustainable development policies, systems, or related management policies, and reporting regularly to the Board of Directors on the status of promotion, actively promoting relevant sustainability issues. | ||||
| The “Sustainable Development Committee” and its related working groups serve as a cross-departmental communication platform for vertical integration and horizontal coordination. Through meetings and working groups established based on specific topics, meetings are held irregularly to discuss the identification of sustainable issues that are of concern to the Company’s operations and stakeholders. Strategies and work guidelines are formulated, budgets related to sustainable development are allocated, annual plans are planned and implemented, and the implementation effectiveness is tracked to ensure that the sustainable development strategy is fully integrated into the Company’s daily operations. | ||||
| The “Sustainable Development Committee” reports to the Board of Directors on the implementation results of sustainable development and the future work plans. In 2025, a total of 2 meetings were held. The contents of the proposals included: | No material differences | |||
| to the Company’s operations and stakeholders. Strategies and work guidelines are formulated, budgets related to sustainable development are allocated, annual plans are planned and implemented, and the implementation effectiveness is tracked to ensure that the sustainable development strategy is fully integrated into the Company’s daily operations. The “Sustainable Development Committee” reports to the Board of Directors on the implementation results of sustainable development and the future work plans. In 2025, a total of 2 meetings were held. The contents of the proposals included: | ||||
| II. Does the Company have a clear, comprehensive and comprehensive plan to implement sustainable development and the future work plans? | V | The Company has been working with the Board of Directors to develop a plan to implement sustainable development and the future work plans. The Board of Directors have developed a plan to implement sustainable development and the future work plans. The plan is presented to the Board of Directors on the basis of the goals and objectives of the plan. The plan is presented to the Board of Directors on the basis of the goals and objectives of the plan. The plan is presented to the Board of Directors on the basis of the goals and objectives of the plan. The plan is presented to the Board of Directors on the basis of the goals and objectives of the plan. The plan is presented to the Board of Directors on the basis of the goals. The Board of Directors have developed a plan to implement the plan for the future work plans. The plan is presented to the Board of Directors on the basis of the goals. The Board of Directors have developed a plan to implement the plan for the future work plans. The plan is presented to the Board of Directors on the basis of the goals. The Board of Directors have developed a plan to implement the plan for the future work plans. The Board of Directors have developed a plan to implement the plan for the future work plans. The Board of Directors have developed a plan to implement the plan for the future work plans. |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|
| Yes | No | Summary explanation (Note 2) |
| 2. Principles for setting targets, policies, action plans and budget allocations related to sustainability issues. | ||
| 3. Other sustainability issues. | ||
| The Board of Directors listens to the report of the management team (including the ESG report). The management level must propose the Company’s strategies to the Board of Directors, and the Board of Directors must evaluate the possibility of the success of these strategies, and frequently review the progress of the strategies, and when necessary, offer suggestions to the management team and urge them to make adjustments in a timely manner. | ||
| II. Does the Company, in accordance with the materiality principle, conduct risk assessments of environmental, social and corporate governance issues pertaining to company operations and establish the relevant risk management policy or strategy? (Note 3) | V | |
| 2. The Company regularly collects major issues in Taiwan. Based on the principle of materiality, the Company conducts analysis of stakeholders and major issues, including environmental, social, and corporate governance aspects. According to the materiality identification process of the GRI sustainability reporting standards, the Company develops a significance analysis framework, and conducts internal and external questionnaire surveys. Regarding the identification process and results of stakeholders and major themes, the Company consults expert opinions and obtains confirmation from the senior management team. The Company draws up various risk management response policies according to the analysis results, ensures the sustainable operation of the Company, and communicates with the highest governance unit and the Board of Directors through regular meetings. | No material differences. | |
| Description of major issues | Risk evaluation items | Description |
| Environmental | Environmental impact and management | 1. Through process safety management and the establishment of an institutionalized management |
62
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|
| Yes | No | Summary explanation (Note 2) |
| 2. The Company’s products are sold worldwide. Both brand owners and downstream customers require that the products comply with all regulations. Therefore, the Company follows the environmental and energy management methods and regulations of “ISO 14001” and “ISO 50001”, and conducts regular reviews thereafter. | ||
| 3. The Company gradually establishes and utilizes the TCFD framework to build the its climate risk identification process. | ||
| 4. The Company has successfully obtained the “ISO 14046” certification for 2023, 2024 and 2025. | ||
| 5. According to “ISO 14064-1”, the Company conducts regular checks on greenhouse gas emissions and assesses the impact faced by the its operations. Based on the carbon inventory results, the Company continuously implements carbon reduction measures to effectively reduce the emission risks of Scope 1 and the indirect greenhouse gas emissions of Scope 2 caused by the input of electricity, heat or steam. | ||
| 6. The Company makes annual internal audit plan focusing on the compliance status of all relevant environmental regulations that the Company must follow, and also audits that each operation process has complied with the regulations. | ||
| Social | Occupational safety and health | The Company holds regular fire drills and work safety education training sessions every year to |
63
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||||
| cultivate the employees' ability to respond quickly in emergencies and manage themselves effectively, so as to prevent any injuries or illnesses to the employees (such as chemicals, high pressure, noise, fire, and explosives). | ||||||
| Product quality safety | 1. All the Company's products comply with all the government regulations and do not contain any harmful substances. | |||||
| 2. The Company completes "ISO 9001" quality management certification every year. | ||||||
| Corporate Governance | Social economy and legal compliance | 1. By establishing a governance structure and implementing internal control mechanism, the Company ensures that all its personnel and operations strictly comply with relevant laws and regulations. | ||||
| 2. The Company conducts advocacy and provides legal and regulatory education and training on issues such as integrity, insider trading, human rights, gender equality, workplace ethics, and anti-bullying. | ||||||
| Enhancing the functions of directors | 1. The Company plans relevant training topics for the directors and provides them with the latest regulations, system developments and policies each year. | |||||
| 2. The Company insures the directors covered by liability insurance to protect them in case of being sued or claimed against. | ||||||
| Stakeholder Communication | 1. To prevent misunderstandings due to differing positions between stakeholders and the Company, which may trigger operational or litigation risks, the Company annually identifies and analyzes key stakeholders and their major concerns. | |||||
| 2. The Company has set up diverse communication channels to | ||||||
| economy, and the environment | ||||||
| Economic and environmental protection | 1. The Company's economic and environmental protection measures are the same as the company's other companies. | |||||
| 2. The Company's policies and procedures are the same as the company's other companies. | ||||||
| 3. The Company's policies and procedures are the same as the company's other companies. | ||||||
| Economic and environmental protection | Social security | |||||
| Economic and environmental protection | 1. The Company's economic and environmental protection measures are the same as the company's other companies. | |||||
| 2. The Company's policies and procedures are the same as the company's other companies. |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||||
| engage in proactive dialogue and mitigate confrontation and misunderstandings. An investor mailbox is set up, with the Company Spokesperson responsible for handling and replying to related inquiries. | ||||||
| III. Environmental issues | ||||||
| (I) Does the Company establish appropriate environmental management systems based on its industrial characteristics? | V | (I) The Company has formulated Environmental, Safety and Health (ESH) management measures in accordance with environmental laws and regulations stipulated by the Ministry of Environment (e.g., the Air Pollution Control Act, Water Pollution Control Act, Waste Disposal Act, and Toxic and Concerned Chemical Substances Management Act. Through the establishment of management systems, the Company ensures the full operation and long-term effectiveness of its environmental management system. To comply with international environmental management standards and continuously optimize environmental protection measures, the Company has set up a comprehensive environmental management system and adopts a standardized approach to pursue continuous improvement in environmental performance. The environmental management system implemented by the Company mainly covers the following aspects: |
- Pollution prevention: Proactively install and upgrade pollution control equipment, integrate abnormal operation monitoring systems and standard operating procedures to reduce environmental impacts caused by abnormal incidents.
- Energy and resource conservation: Adopt power-saving facilities and water optimization measures to promote company-wide energy management.
- Waste management: Execute waste classification and management, and reduce the generation of waste such as waste fabrics, process scraps and sludge.
- Chemical management: Assess the potential exposure risk of chemicals and implement graded management according to risk levels. If any changes occur to chemical types, operating procedures or process parameters, exposure reassessment shall be completed | | | (I) No material differences. |
65
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| within three months before or after the changes. To ensure effective system implementation, the Company completed the internal audit in 2025 with no major deficiencies. On-site environmental education and training were also arranged to strengthen employees' environmental awareness and participation. Each production site holds management meetings irregularly to report on environmental performance, climate-related risks and opportunities, and the corresponding measures, and adjusts the management policies as needed to achieve the purpose of sustainable environment. The Company has also obtained OEKO-TEX® STANDARD 100 certification. The validity period of the latest certificate is Feb. 23, 2026 to Feb. 28, 2027. | ||||
| (II) Is the Company committed to improving the efficiency of resource utilization and using recycled materials with low environmental impact? | V | (II) The Company is committed to the effective use of various energy sources, and uses recycled environmentally friendly materials from various textiles as raw materials (including PET bottles, and fabric recycling polyester products, etc.) to actively develop low-carbon polyester and other related raw materials, and obtains the GRS logo and certification. In addition, in response to the significant resource consumption and waste challenges facing the textile industry, the Company is a founding member of the "Circular Textile Coalition". By leveraging the collective strength of the upstream and downstream supply chain, the Company has embedded "multi-cycle value retention" at the core of its circular economy policy. Through product design, after-sales repair services, and second-hand reuse and redistribution mechanisms, the Company enhances resource efficiency and reduces environmental impact. In terms of green manufacturing, the Company reduces unnecessary waste of resources, and seeks development of technologies for waste reduction and reuse; in the upstream and downstream of the value chain, they jointly strive to recycle materials for use; and in terms of products, the Company endeavors to test the use of recycled materials with low environmental impact, maximizing the economic benefits of the recycling process. The Company creates circular value through the recycling of process raw materials, the reduction of waste fabrics, and the design and production of recycled products. | (II) No material differences. |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| In addition, in 2025, Taoyuan Factory invested a total of NT$10 million to replace the energy-consuming old looms, in order to improve the environment, increase product yield and reduce energy consumption. It also installed solar energy equipment on the roof for its own power needs. It also obtained the national renewable energy certificate. However, this year, it has even planned to introduce new lighting equipment and replace energy-consuming equipment, which will significantly improve the energy efficiency. In addition, the Company's products have also obtained OEKO-TEX® STANDARD 100 certification. To recognize the Company's products for using raw materials in compliance with laws and regulations, including material recycling, manufacturing products with renewable energy, and reducing pollution during the production process to lower environmental impact. In terms of green manufacturing, the Company reduces unnecessary waste of resources, and seeks development of technologies for waste reduction and reuse; in the upstream and downstream of the value chain, they jointly strive for the recycling and shared use of packaging materials; and in terms of products, the Company endeavors to test the use of recycled materials with low environmental impact, maximizing the economic benefits of the recycling process. The Company creates circular value through the recycling of process raw materials, the development of waste reduction technologies, and the design and sale of recycled products. | ||||
| (III) Does the Company assess the current and future potential risks and opportunities that climate change may present to enterprises and to adopt related measures? | V | (III) The Company is facing a shortage of resources in response to climate change, resulting in an increase in raw material costs. In addition, in line with the rise of environmental awareness, the Company has obtained environmental protection labels (GRS) and produced environmentally friendly material products. The Board of Directors serves as the Company's highest decision-making body for climate issues. A Sustainable Development Committee has been established, chaired by an independent director. The Committee annually reviews the Company's climate change strategies and targets, oversees initiatives for managing climate-related risks and | (III) No material differences. | |
| impact on climate change and the environment. The Company is also facing a shortage of resources in response to climate change, resulting in an increase in raw material costs. In addition, in line with the rise of environmental awareness, the Company has obtained environmental protection labels (GRS) and produced environmentally friendly material products. The Board of Directors serves as the Company's highest decision-making body for climate issues. A Sustainable Development Committee has been established, chaired by an independent director. The Committee annually reviews the Company's climate change strategies and targets, oversees initiatives for managing climate-related risks and |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| opportunities, examines implementation progress, discusses future plans, and reports to the Board. Adopting the framework set forth in the published TCFD recommendations, the Company assesses climate change risks and opportunities, conducts regular comprehensive reassessments, and performs ongoing review and updates. The Company also identifies feasible opportunities and formulates corresponding response measures. In terms of climate change mitigation, the Company advances initiatives covering green operations, energy management, carbon disclosure and other related items. For climate change adaptation, the Company has taken actions including strengthening infrastructure facilities, building sustainable operational capacity, and maximizing resource utilization. For further information on the Company's analysis of climate change-related risks and opportunities, please refer to the Company's Sustainability Report. | ||||
| (IV) Does the Company count the greenhouse gas emissions, water consumption and total weight of waste in the last two years, and formulate policies for energy conservation and carbon reduction, greenhouse gas reduction, water reduction or other waste management? | (IV) The Company has conducted a comprehensive count and calculated the greenhouse gas emissions over the last two years based on the Mandatory Greenhouse Gas Reporting System, Ministry of Environment. The Company has also obtained verification from a third-party independent institution. The total weight of water and waste has been reported in accordance with regulations. The leftover or defective fabrics, etc., are all collected and recycled by professional fabric recycling companies. In addition, the Company has formulated relevant management policies for energy conservation and carbon reduction and waste reduction. The Company's greenhouse gas inventory results, assurance circumstances, and reduction policies are presented in Table 2-2-3 of this annual report, as well as the 2025 sustainability report of the Company. In addition, in Sept. 2023, the Industrial Development Administration of the Ministry of Economic Affairs approved the participation of the Company in the “Textile Supply Chain Low Carbon Emission Development Technology Program”, with the goal of reducing carbon emissions by 20,000 metric tons in 2 years. Through the implementation of this project plan, the Company aims to achieve the reduction of greenhouse gas emissions. In the first quarter of 2025, the project was successfully | (IV)Have been executed. | ||
| effective measures, and the Company's environmental and environmental health policy is presented in Table 2-2-3 of this annual report. The Company's Greenhouse Gas Reporting System is a comprehensive report of the Greenhouse Gas Monitoring System, Ministry of Environment. The Company's Greenhouse Gas Reporting System is a comprehensive report of the Greenhouse Gas Monitoring System, Ministry of Environment. The Company's Greenhouse Gas Inventory results, assurance circumstances, and reduction policies are presented in Table 2-2-3 of this annual report, as well as the 2025 sustainability report of the Company. The Company's Environmental and Environmental Health Policy is presented in Table 2-2-3 of this annual report. The Company's Environmental and Environmental Health Policy is presented in Table 2-2-3 of this annual report. The Company's Environmental and Environmental Health Policy is presented in Table 2-2-3 of the "Textile Supply Chain Low Carbon Emission Development Technology Program", with the goal of reducing carbon emissions by 20,000 metric tons in 2 years. The Company's Environmental and Environmental Health Policy is presented in Table 2-2-3 of the "Environmental and Environmental Health Policy", with the goal of reducing carbon emissions by 20,000 metric tons in 2 years. The Company's Environmental and Environmental Health Policy is presented in Table 2-2-3 of the "Environmental and Environmental Health Policy" |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| completed, and all relevant KPIs have met the carbon reduction targets set by the Industrial Development Administration of the Ministry of Economic Affairs. In addition, the Company has no waste pollutants. | ||||
| IV. Social issues | ||||
| (I) Does the Company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? | V | (I) The Company acknowledges and voluntarily adheres to internationally recognized human rights standards such as the “Universal Declaration of Human Rights”, “United Nations Global Compact”, “United Nations Guiding Principles on Business and Human Rights”, and “International Labour Organization of the United Nations”. It respects the guarantees stipulated in the human rights conventions and has made them public on the its website. Human Rights Governance Structure | ||
| The Company has established a human rights governance structure with the Board of Directors as the highest governing body, and the Management Department serves as the primary executing unit. Various functional units—including Corporate Information Security, Corporate Sustainability, Customer Service, Environmental Safety and Health, Human Resources, Operations, Quality and Reliability, and Research and Development—systematically and effectively promote human rights management initiatives. In addition to regularly reporting progress to the Sustainable Development Committee, these units also report human rights management initiatives and implementation outcomes to the Board of Directors. Human Rights Commitment | ||||
| Drawing on the business and human rights risks outlined by the United Nations Development Programme (UNDP), the Company manages human rights issues for itself, its suppliers, contractors, and partners (including customers and communities) across six major aspects: labor rights, environmental rights, freedom of expression and participation, gender equality, service and product responsibility, and governance and security. The Company conducts regular reviews of its own operations, value chain, new business activities (e.g., mergers and acquisitions, joint ventures), and other related activities every year through means such as focusing on major social issues and providing training, so as to identify | (I) No material differences. |
69
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|
| Yes | No | Summary explanation (Note 2) |
| Human rights management policy | Implementation method | |
| No forced labor Comply strictly with the government's labor laws and regulations | Implement the vacation system, and encourage the employees to pay attention to the balance between work and life. | |
| Provide a safe and healthy working environment to assist the employees in maintaining physical and mental health, as well as achieving a balance between work and personal life. | Proper occupational safety and health management plan; Regular provision of employee health checks. | |
| Privacy rights and personal data protection - Ensuring the protection of all individuals' personal information and privacy | The Company strictly complies with relevant regulations to ensure the security of personal information, and would provide clear notifications and proper storage of personal data regarding every document where personal information needs to be collected. Ensure the rights and interests of the parties involved. This year, the Company has not encountered any disputes or complaints related to violations of privacy protection. | |
| Prevention of workplace sexual harassment and promotion of workplace ethics | Set up a promotion area and enhance education and training on gender equality concept | |
| In addition, this year, the Company has also conducted training related to human rights protection, gender equality, workplace ethics and anti-bullying for directors, all |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| employees, and supervisors (each person received 8 hours of training, with approximately 160 person-times in total, and the completion rate of the training was 90%). | ||||
| The Company conducts an annual review or audit of the implementation status of its human rights policies to ensure that the policies are truly followed. | ||||
| In the future, the Company will continue to pay attention to issues related to human rights protection, gender equality concept, prevention of workplace sexual harassment, and workplace ethics, etc. It will promote relevant education and training to enhance awareness of human rights protection and gender equality, and reduce the possibility of related risks. | ||||
| (II) Does the Company establish and implement reasonable employee welfare measures (including remuneration, vacation, and other benefits), and appropriately reflect business performance or results in employees’ remuneration? | V | (II) Employee remuneration | ||
| The Company’s annual bonus and bonus system are determined based on the annual performance and assessment results of each employee, and are distributed to all employees to motivate them to work together towards the Company’s targets. | ||||
| The employees’ remuneration is determined in accordance with the provisions of the Company’s Articles of Incorporation. If the Company generates a profit for the fiscal year, 2% of the profit shall be allocated as employee remuneration (with at least 70% of this amount distributed to grassroots employees). The Board of Directors shall determine, by resolution, whether the remuneration is to be distributed in stock or cash, and may also include eligible employees of the Company’s subsidiaries as recipients. The proposal for distribution of employee remuneration and director remuneration should be reported to the Shareholders’ Meeting. |
Measures for employee benefits
The Company has established an Employee Welfare Committee. Every year, the Company allocates a fixed amount of welfare funds to plan and provide high-quality benefits for the employees, such as: employee travel subsidies, club activity subsidies, birthday and festival gift vouchers, marriage allowances, maternity allowances, children’s education scholarship applications, and funeral allowances, etc. In addition, the Company also offers a free | (II) No material differences |
71
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| health check program for the employees. | ||||
| Regarding the vacation system, the Company, on the basis of the regular two-day rest per week, offers its employees special leave that complies with the Labor Standards Act. In cases where colleagues encounter situations such as infant care, serious illness, or major upheavals that require a considerable period of leave, they can also apply for sick leave in accordance with the Labor Standards Act, to balance the needs of personal and family care. | ||||
| Workplace diversity and equality | ||||
| The Company achieves equal pay and promotion opportunities for men and women, and also maintains a certain proportion of female management positions, to promote sustainable inclusive economic growth. Both the average proportion of female employees and the average proportion of female managers for the year are disclosed on the Company’s website. | ||||
| The Company attaches great importance to the rights and benefits of its employees, shares the profit surplus with them, and maintains a good working environment, including comprehensive physical, mental and spiritual care for all ethnic groups: (1) The recruitment rate of disabled employees has reached the 100% target. Tailor-made appropriate job positions and environmental facilities are provided; (2) For employees of non-native nationality, specific projects have been implemented in areas such as selection, training, employment and retention, cultural integration, and health and safety, etc.; (3) Implementing gender empowerment in a friendly workplace to ensure the peace of mind of all genders of employees when working. The Company emphasizes gender equality and a friendly workplace environment, and formulates regulations for protecting females. |
Business performance is reflected in employee remuneration
Article 29 of the Company’s Articles of Incorporation:
If the Company generates a profit for the fiscal year, 2% of the profit shall be allocated as employee remuneration (with at least 70% of this amount distributed to grassroots employees.) The Board of Directors shall determine, by | |
72
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| resolution, whether the remuneration is to be distributed in stock or cash, and may also include eligible employees of the Company’s subsidiaries as recipients. The remuneration to employees, directors and supervisors shall be reported to the Shareholders’ Meeting. |
Overall remuneration policy:
The Company participates in market remuneration survey every year. Based on the market remuneration level, economic trend and individual performance, it adjusts the remunerations to maintain competitiveness of the overall remuneration. | |
| (III) Does the Company provide a safe and healthy working environment for employees, and regularly implement safety and health education for employees? | V | | (III) Occupational Safety and Health Policy
The Company has formulated policies in accordance with the Occupational Safety and Health Act and the regulations of customers and related organizations, and respects the requirements of related stakeholder parties on occupational safety and health in order to build a healthy and happy workplace.
With the core concepts of disaster prevention and disaster control, the Company utilizes appropriate management tools, mature technologies and available resources to integrate occupational safety and health issues within each factory, proposes effective countermeasures, continues to improve and promote an occupational safety culture, and strengthens the protection management of on-site workers, to create a zero-disaster environment. In addition, the Company has also expanded its activities in occupational safety and health, aiming to enhance the overall occupational safety and health performance of the Company and effectively control risks.
Monitoring of the working environment in the factory
To protect workers from the hazards of harmful substances in the workplace, the Company provides a healthy and comfortable working environment for its employees. It conducts regular monitoring of the working environment every year and strictly controls the actual exposure risks of the staff, to prevent the occurrence of occupational hazards and diseases. The Company conducts annual reviews to improve its strategies, and regularly updates the inspection | (III) No material differences |
73
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| items and machine safety checks. In terms of daily work, the supervisor is always concerned about the physical and mental conditions of the employees, and ensures the safety of the employees during their work. |
Work safety education, training and promotion
To ensure that the employees are familiar with relevant occupational safety and health regulations, the Company’s safety and health management mechanisms, and to promote employee health and well-being, the Company arranges education and training program every year. The courses include safety plans, emergency response drills (including fire and earthquake), occupational safety and health, or certificates required by environmental protection regulations, etc.
In 2024, each employee in the factory received at least 8 hours of safety education and training, with a coverage rate of 99%.
Maintenance of working environment:
The Company’s procurement management system for machinery, apparatus, equipment, materials, raw materials, and personal protective equipment is based on a safety and health management system to ensure that the safety and health requirements during the process of acceptance inspection, unloading, transportation, storage, and installation of machinery and equipment are in compliance with the relevant regulations.
The Company regularly conducts health checks for all employees. | |
| (IV) Does the Company establish an effective career development training program for employees? | V | | (IV) The Company has a dedicated human resources department to provide complete functional training for all levels of supervisors and employees.
Every year, the Company, based on the overall business environment, business direction and industry forward-looking development, plans complete functional training for all levels of supervisors and employees, including new employee training, professional advancement training, and supervisor training, to assist employees in continuous learning and growth through a | (IV)No material differences |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| variety of learning methods. It also introduces training courses related to corporate ethics, integrity, human rights, ESG sustainable development, etc., to cultivate the key competencies of employees. In 2024, 857 people completed the training, with a total duration of 3,206 hours. In 2025, a total of 874 employees completed the career training program, with a total duration of 2826 hours; In addition, the supervisor and the employees have regular discussions and set individual annual development plans for their capabilities. Through review and feedback, the Company helps the employees tailor the best development strategies for themselves. | ||||
| (V) Does the Company comply with relevant regulations and international standards regarding customer health and safety, customer privacy, marketing, and labeling of products and services, and develop relevant consumer protection policies and appeal procedures? | V | (V) The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The Company has established a procedure to handle customer complaints in writing or through an electronic information system. The Company's website also has a mailbox for feedback so that customers can report the problems at any time. The Company has established a personal data protection management system and policy, and has set up measures for protecting personal data, managing and safeguarding customer privacy. The Company ensures the security of customer data through internal audits of personal information and educational training. | (V) No material differences | |
| (VI) Does the Company have a supplier management policy that requires suppliers to comply with relevant standards and their implementation in areas such as environmental protection, occupational safety and health, or labor | V | (VI) The Company has formulated a “Supplier Management Policy”. The Company has established screening criteria for suppliers regarding environmental protection, human rights, safety, health, and sustainable development. It also has requirements and expectations for suppliers in terms of environmental and safety risks, the prohibition of child labor, labor management, protection of workers’ basic rights from harm, ethical standards, and honest business practices. The Company clearly requires the suppliers to comply with ethical, legal, health, environmental, human rights, and occupational safety and health regulations, and reviews and evaluates these standards from time to time, with the evaluation results serving as a criterion for whether | (VI)No material differences |
| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| rights? | or not to continue purchases in the following year. | |||
| V. Does the Company prepare corporate social responsibility reports and other reports that disclose non-financial information of the Company by referring to internationally accepted reporting standards or guidelines? Has the previous disclosure report received confirmation or assurance from a third-party certification unit? | V | The Company has prepared the “2025 Sustainability Report” based on the general guidelines, industry guidelines and major themes guidelines issued by the Global Reporting Initiative (GRI), to disclose the major themes and impacts related to the economy, environment and people (including human rights) identified by the Company, as well as the disclosure items and reporting requirements. The Company also refers to the standards of the Sustainability Accounting Standards Board (SASB) to disclose industry benchmark information, and provide an index of the contents of the SASB indicator-related reports. The previous disclosure report hasn’t received confirmation or assurance from a third-party certification unit due to schedule factor. | No material differences | |
| VI. If the Company has its own “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”, please describe the differences between its operation and the code: In order to practice corporate social responsibility and promote the balance and sustainable development of economy, society and environmental ecology, the Company has formulated a corporate sustainable development policy, which has been approved by the Board of Directors for implementation and disclosed on the Company’s website. Through the research and development of green products, obtaining GRS and OEKO-TEX® STANDARD 100 environmental protection or product certification, participating in public welfare activities and other areas of corporate social responsibility in corporate governance, environmental protection, social contribution and social welfare. | ||||
| VII. Other important information to help understand the operation of corporate social responsibility: (I) Environmental protection: The Company is committed to developing and selling environmentally friendly processing silk series products and non-dyeing yarn series products, and continuously introducing the concept of carbon footprint. The Company strengthens the production process of low pollution and energy saving, conducts self air pollution testing, and recycles packaging materials. (II) Safety and Health: Establish work rules and SOP for various operations, so that employees can follow and work more safely. The Company establishes a labor safety and health room, conducts regular fire drills, labor health checks, and work safety education and training to ensure that relevant safety and fire safety inspection measures comply with laws and regulations. (III) The Company adheres to the spirit of “Taking It from Society, Using It for Society” and regularly responds |
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| Evaluation item | Operation situation (Note 1) | Differences and reasons between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary explanation (Note 2) | ||
| to social charity activities and community sponsorship. The Company regularly provides the factory area for local fire protection units to hold disaster prevention drills and enhances the disaster prevention awareness of employees and the community. The Company had been commended by the Ministry of National Defense for several times. In 2025, heavy downpours caused flooding in the Hualien area, with multiple locations in Guangfu Township severely affected. Local residents were in urgent need of daily necessities and livelihood supplies. To support post-disaster recovery and share social care, the Company took the initiative to participate in post-disaster relief efforts and donated livelihood supplies to help residents tide over the difficult period. The action directly addressed residents’ urgent daily living and clothing needs after the disaster. With the assistance of local institutions, the donated supplies have been delivered to affected families in need, hoping to bring tangible material aid and spiritual comfort to local residents.(IV) Rooting in Taiwan, industry-academia cooperation: Two factories are located in the Taoyuan, which create a large number of job opportunities for the local residents. The Company also cooperates with universities and colleges to provide students with practical learning opportunities in the factories in order to cultivate new forces of the textile industry. Furthermore, to strengthen industry-academia collaboration and nurture talent, the Company co-organized the “Textile Technology Teacher Training Workshop” with Lee-Ming Institute of Technology in 2025.(V) Drawing on its profound technical strength, innovative R&D capabilities, and long-term dedication to the textile and high-performance fiber industry, the Company passed the review by the Ministry of Economic Affairs and was awarded the title of “Potential Core Enterprise”. This selection represents the government’s high recognition of the Company’s technological innovation, operational strategies, international competitiveness and sustainable management performance. The “Core Enterprise” is a national indicator for key subsidized hidden champion industries. Through years of investment in R&D of high-performance fiber materials and textiles, implementation of stringent quality control, advancement of green circular production processes, and active expansion into global markets, the Company has stood out as one of the selected outstanding enterprises this year.(VI) Other social responsibilities: In order to fulfill the responsibility of corporate citizens, and strive to carry out environmental protection and energy conservation activities, the Company and factories have replaced LED lighting equipment, and continuously promote earth friendly activities such as reducing the amount of paper, turning off lights, resource recovery, energy conservation and carbon reduction within the Company. The Company provides additional accident insurance for employees and provides maternity benefits/maternity leave and retirement reserves, in order to ensure their safety and increase their willingness to have children. |
Note 1 No matter whether "Yes" or "No" is checked, the operation situation shall be described in the summary description column.
Operations of the Sustainable Development Committee during the year:
The Company's Sustainable Development Committee has total 4 members. All members possess the necessary professional capabilities for sustainable development, including corporate governance operations, non-profit organization management, employee rights protection, enterprise risk management, and enterprise strategic planning, etc.
In 2025, two meetings were held, and the Company reported its sustainable development process, as well as the implementation of sustainable projects and the implementation performance, including: entrusting a professional consulting company to guide the Company in publishing a sustainability report, entrusting the "Taiwan Textile Research Institute" to guide the Company in obtaining ISO 14064-1:2018, obtaining third-party verification by "DNV GL Business Assurance Co., Ltd." (hereinafter referred to as "DNV"), conducting greenhouse gas inventory and verification, and formulating greenhouse gas reduction targets and plans.
In addition, the Company has been continuously expanding the application areas of green products, strengthening human rights policies and human rights due diligence projects, enhancing information security management mechanisms, participating in the workplace, sustainable health and safety development plan promoted by the Occupational Safety and Health Administration, Ministry of Labor, implementing environmental education courses, promoting sustainable supply chain projects, strengthening occupational safety and health, talent development and retention, facilitating stakeholder communication through multiple channels, engaging in ESG consultation activities with all sectors of society, optimizing the digitalization platform project for ESG information collection regarding stakeholder and materiality identification, planning to align with the International Financial Reporting Standards (IFRS) Sustainability Disclosure Standards, enhancing the use and management of AI, developing high-value low-carbon environmentally friendly polyester materials, advancing waste reuse, establishing a recycled polyester layout, implementing carbon reduction action plans, executing sustainable supply chain projects, strengthening workplace health and safety management, and planning to adopt the Taskforce on Nature-related Financial Disclosures (TNFD) framework. These are all issues that the Company and sustainable development are concerned about.
The attendance of the Committee is as follows:
| Title | Name | Actual attendance times | Proxy attendance | Actual attendance ratio (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Chen, Hsin-Hung | 2 | 0 | 100% | |
| Committee member | Chang, Ming-Chiang | 1 | 0 | 100% | Stepped down in Jun. 2025 |
| Committee member | Liao, Wei | 2 | 0 | 100% | |
| Committee member | Hsueh, Fu-Ching | 1 | 0 | 100% | Newly elected in Jun. 2025 |
| Committee member | Tsai, Shu-Li | 2 | 0 | 100% |
(VI) Company climate related information
- Implementation status of climate related information:
(Table 2-2-3)
| Item | Execution situation |
|---|---|
| 1. Describe the supervision and governance of Board of Directors and management on climate-related risks and opportunities. | To address high climate uncertainty as well as rapid shifts in policies and markets, and to timely identify and evaluate potential impacts arising from climate change, the Company regularly convenes plant and department supervisors to assess material climate-related risks and opportunities. Meanwhile, the Company further evaluates the potential impacts of floods, droughts, typhoons and extreme heat on each operational site. By keeping abreast of climate shifts and market trends, the Company incorporates such factors into overall operational strategy planning in a comprehensive manner. |
Under the Board of Directors, the Company has set up the “Sustainable Development Committee”, composed of 4 independent directors with professional expertise and competence in corporate sustainability. The Committee holds unscheduled meetings, responsible for formulating, promoting and enhancing action plans and capital expenditures for key sustainable development policies (including climate-related matters) across group affiliates. It also reviews, monitors and revises the progress and effectiveness of sustainability initiatives, and submits regular reports to the Board of Directors.
Several working groups operate under the Committee. These include the Sustainable Environment Working Group, which oversees the environmental management system, ensures compliance with environmental laws, regulations and international standards, evaluates sustainable transition pathways, improves resource efficiency, and establishes climate change response mechanisms, as well as dedicated environmental management units or personnel. The Group also holds irregular cross-departmental coordination meetings to achieve environmental sustainability targets. And the Corporate Governance and Social Inclusion Working Group, which is responsible for the Company’s governance policies and procedures, covering climate risk topics, the latest regulatory requirements on industrial climate risks, and periodic updates to the identification of climate-related risks and opportunities.
Besides the above bodies, other functional committees also oversee governance over certain climate-related agenda items, including:
The “Audit Committee” convenes quarterly to discuss relevant topics, and receives reports from the Head of Internal Audit on the internal audit department’s review of the design and operating effectiveness of internal control systems pertaining to climate-related risks, together with audit findings.
The “Remuneration Committee” meets semiannually to discuss, evaluate and review executive compensation linked to ESG performance (including the governance of climate change-related issues). It integrates climate-related targets and target achievement into performance appraisal and remuneration mechanisms, to monitor the achievement of climate-related objectives. By linking the remuneration system with the performance of climate change management initiatives, the Company aligns profitable business operations with sustainable development. This approach enables the Company to fulfill its sustainability objectives and deliver value to investors and all stakeholders. |
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| Item | Execution situation | ||||
|---|---|---|---|---|---|
| 2. Describe how identified climate risks and opportunities affect the business, strategy and finance of the Company (short-, medium- and long-term). | Strategy | Short-term | Short-term | Medium-term | Long-term |
| • Transformation risks: Voluntary norms (e.g., the SBTi commitment), market information uncertainty • Physical risks: The severity of extreme weather events such as typhoons and floods has increased. • Market opportunities: Utilizing low-emission energy sources, developing or expanding low-carbon products, conducting research and innovation for new products, and providing supportive policy incentives. | • Transformation risks: The government's increasingly strict regulations on greenhouse gas emissions, such as imposing carbon taxes, disclosing carbon footprints or carbon emission data, may lead to an increase in the Company's carbon emission costs; the requirements and norms for carbon emissions from supply chain partners by customers may accelerate gradually in the future, which will result in an increase in operating costs. • Market opportunity: As consumers' awareness of environmental protection and climate change gradually increases, the designs and manufacturing processes of textiles will also change accordingly, leading to an increase in research and development costs. | • Transformation risk: Increase in the price of greenhouse gas emissions (total quantity control/carbon tax/energy tax) • Physical risk: Increase in average temperature. • Market opportunity: Process improvement or adoption of more efficient production process. |
| Item | Execution situation | |||
|---|---|---|---|---|
| Response Strategy | ||||
| Impact of climate-related risks and opportunities | Develop low-carbon design products that meet the requirements of high efficiency and energy conservation, and conform to market trends. Furthermore, the concepts of carbon reduction and low-carbon operation, as well as the drive for technological innovation, provide the Company with the opportunity to update its equipment. Through the development or introduction of energy-saving equipment, a more efficient and low-energy consumption service and production model can be established, offering the customers more environmentally-friendly and low-energy products, and producing products that are comfortable and more suitable for the future climate environment. | |||
| The Company has assessed the aforesaid risks and identified climate-related risks and opportunities that could have a significant financial impact, along with corresponding response strategies, as set forth below: | ||||
| Transition Risks/Climate Opportunities | ||||
| R Risk/ O Opportunity | Financial Impact (-/+) | Response Strategy | ||
| R: GHG emission cap and control, carbon tax and carbon fee | Payment of carbon fees increases operating costs | Strengthen green R&D and innovation | ||
| R: New regulatory requirements for renewable energy | Procurement of renewable energy certificates increases operating costs | |||
| Violation of regulatory requirements results in penalty fees, increasing operating expenses | Improve energy efficiency and invest in green energy equipment or energy-saving equipment | |||
| R: Net-zero emissions trend | Increased costs for the installation and operation of carbon reduction equipment | Continue to implement GHG reduction initiatives | ||
| Continue to optimize equipment, processes, and energy usage. | ||||
| Encourage suppliers to take climate mitigation and adaptation actions | ||||
| R: Changes in consumer demand and preferences | Reduction in market sales leads to decreased revenue (R) | Continue to invest in R&D of low-carbon products | ||
| Adopt low-carbon |
| Item | Execution situation | ||
|---|---|---|---|
| O: R&D and innovation of new low-carbon products and services | + Increase in sales ratio of low-carbon products leads to increased revenue (O) | footprint raw materials and reformulate product components • R&D and innovation of green low-carbon products | |
| R: Transition to low-carbon/circular economy technologies | - Development of new low-carbon processes and technologies increases R&D costs; failure in development could result in financial losses | • Establish a dedicated R&D team and collaborate with external research teams to jointly develop optimal, low-carbon, and easy-to-manage technologies | |
| R: Inadequate climate response actions leading to reputational damage | - Inability to meet stakeholder expectations harms corporate reputation, resulting in reduced market sales | Actively monitor and respond to climate-related issues, strengthen corporate public welfare image, and enhance customer recognition | |
| O: Enhanced corporate reputation | + Improved access to financing and reduced cost of capital | • Enhance corporate green image through transparent disclosure • Strengthen corporate governance and foster a culture that values and takes action on climate-related issues • Improve sustainability ratings and build a positive image | |
| Physical Risks/Climate Opportunities | |||
| R Risk/ O Opportunity | Financial Impact (-/+) | Response Strategy | |
| R: Increased flooding due to extreme changes in climate patterns R: Supply chain disruption (drought) | - Business interruption at operational sites reduces revenue - Damage to machinery and equipment results in property losses - Rising raw material prices increase operating costs - Reduced product output | • Consider flood risks when selecting locations for new operational sites • Assess flood risks at production sites and implement risk mitigation measures • Develop alternative raw materials |
| Item | Execution situation | |||
|---|---|---|---|---|
| leads to decreased revenue | • Identify alternative suppliers | |||
| R: Rising average temperaturesO: Improved resource efficiency | — Increased electricity consumption raises operating expenses (R)— Raw material shortages drive up prices (R)— Increased costs or reduced output lead to decreased revenue (R)+ Reduced electricity costs (O) | • Construct green buildings• Use renewable energy• Develop alternative raw materials• Procure energy-saving equipment• Implement environmental management systems to track energy usage | ||
| 3. Describe the financial impacts of extreme climate events and transformational actions. | Financial impacts of extreme climate eventsThrough discussion, inventory, and assessment, the Company has identified potential risks to production or transportation stages arising from floods, droughts, as well as changes in precipitation patterns and extreme changes in climate patterns. Flooding caused by heavy rainfall may result in the suspension of operations at operational sites and damage to equipment, leading to temporary shipment disruptions. Drought and water shortages, on the other hand, may affect normal production line operations. During water shortages, the Company must maintain supply through measures such as water consumption reduction, cross-regional water trucking, or product transfers from other facilities, resulting in increased operating costs. With regard to extreme changes in precipitation patterns and climate patterns, increased rainfall intensity and concentrated rainy seasons may cause high water levels to submerge transportation infrastructure, hindering the transportation of raw materials and finished goods, resulting in inefficiencies and increased transportation costs.With respect to the risks of flooding caused by typhoons as well as extreme changes in precipitation patterns and climate patterns, the Company has conducted analyses of the impact on each operational site and on its finances based on the Taiwan Climate Change Projection Information and Adaptation Knowledge Platform (TCCIP) and with reference to the Intergovernmental Panel on Climate Change (IPCC) scientific reports. Under this scenario, the number of typhoons affecting Taiwan is projected to decrease by 15%, while the proportion of strong typhoons is projected to increase by 100%, indicating that the related risks are expected to rise.The Company will continue to refine its physical risk scenario analysis. In addition to assessing existing risk issues, the Company plans to incorporate high-temperature risks to further strengthen its climate adaptation management and strategies.Financial impacts of transformational actionsUnder transition risks, the transition to a low-carbon economy may necessitate confronting extensive policy and regulatory, technological, and market changes. Based on the nature, pace, and focus of the aforesaid changes, within the analysis time frame, factors such as carbon fees, GHG emission cap and control, renewable energy |
| Item | Execution situation | |
|---|---|---|
| regulations, and shifts in consumer preferences may increase operating costs or reduce sales volumes. Considering that the Company currently has existing sales of certain low-carbon products and continues to invest in R&D, innovation, and diversification of related products, market sales under various scenarios have not been materially affected. Therefore, the Company focuses its analysis on operating costs. Under a low-carbon transition scenario, the financial impact of carbon pricing on the Company will result in increased costs for the Company’s own operations and its supply chain. | ||
| By participating in the “Textile Supply Chain Low Carbon Emission Development Technology Program” under the Production and Innovation Platform of the Industrial Development Administration, Ministry of Economic Affairs, the Company has implemented energy-saving and carbon reduction initiatives, striving to maximize the reduction of energy consumption, water consumption, waste, and other climate impacts across its operations and supply chain; improving energy efficiency and investing in green and energy-saving equipment; and pursuing R&D and innovation in circular and low-carbon products to meet the demands of brand owners and consumers, thereby addressing these transition risks. These actions will have a financial impact on the Company, resulting in increased capital investment and operating costs. | ||
| 4. Describe how climate risk identification, assessment and management processes are integrated into the overall risk management system. | The Board of Directors serves as the highest decision-making body for the Company’s risk control and directly supervises the Company’s risk governance framework. The Governance Officer and relevant responsible officers are responsible for identifying and managing risks associated with the Company’s operations, including physical and transition risks that may arise from climate change, and for leading the planning of corresponding response measures. Control the risks that may arise from various business activities within an acceptable range and establish sound risk management operating principles. | |
| Based on the scope of each department's business activities, the Company conducts risk identification and analysis across seven major aspects: operational, financial, legal compliance, ESG, human resources, country risk, and information security, and updates the annual principal risk identification matrix. Based on the results of risk identification, each department and plant formulates response strategies, integrating and managing risks that may affect operations and profitability. When necessary, the Company reports management implementation status and risk control results to the Board of Directors, which supervises, tracks, and reviews the risk management implementation of the management team, thereby strengthening the Company’s operational resilience. | ||
| Risk management | Identification and evaluation process of climate-related risks | |
| The “Sustainable Work Implementation Team” collects the future climate development trends in the market, laws and regulations, technology and physical aspects, and lists the potential climate risks and opportunities that the Company might face. After considering the impact degree and occurrence probability, it identifies the major climate risks and opportunities. It then converts the relevant climate risks into financial figures, and regards the projects that could potentially cause a financial impact of over NT$10 million |
84
| Item | Execution situation | ||
| per year as significant risks and opportunities, which are prioritized based on their risk likelihood and severity, and then corresponding countermeasures are formulated. For risks with higher evaluation results, a separate climate scenario analysis is conducted to consider the current operational layout and calculate the potential financial impact. | |||
| Management process of climate-related risks | The “Sustainable Work Implementation Team” and department officers identify the main risks, and then discuss the corresponding countermeasures with various departments of the Company. Relevant risk evaluation is also submitted to the Sustainable Development Committee and the Audit Committee for supervision. The corporate governance officer regularly reports to the Board of Directors based on the risk management and evaluation results. | ||
| How can the processes for identification, evaluation and management of climate-related risks be integrated into the Company’s overall risk management system | The Company incorporates climate change into the major issues and critical risk factors of corporate sustainable development, and implements risk management plans in all factories, and plans countermeasures in terms of operations, products, and supply chain management, etc.The Company continuously improves its climate change risk management in the environmental aspect and management aspect, as well as its overall risk management and system integration. | ||
| 5. If scenario analysis is used to assess the resilience to climate change risks, describe the scenarios, parameters, assumptions, analytical factors, and major financial impacts. | Due to the diverse types of climate change risks and the varying degrees of impact of each issue, by understanding the possible risks and opportunities that may arise in different scenarios, and referring to the enterprise risk evaluation process, the Company measures the “duration of impact”, “probability of occurrence” and “impact degree” of each issue to evaluate the risks and opportunities, and thereby identify the major risks and opportunities for the production factory.In the face of the highly uncertain issue of climate change, in order to make the Company able to cope with the most extreme risks and seize the greatest potential opportunities and business prospects, by setting different extreme scenarios, the climate risk and opportunity issues are identified. These scenarios include the most stringent warming scenario and the global scenario with the most vigorous promotion of low-carbon transformation, so as to identify the risks and opportunities that the production lines may encounter, and based on the scenarios, relevant measures are formulated to ensure that the Company still has the ability to make sustainable operation under the impact of climate change. | ||
| 6. If there is a transformation | 1. Greenhouse gas reduction indicators and targets: The Company gives priority to regulatory compliance. In 2023, the Company took the lead in conducting a | ||
| demand to reduce the risk of climate change and to ensure that the Company is able to meet the needs of the public and to ensure that the Company is able to meet the needs of the public and to ensure that the Company is able to meet the needs of the public and to ensure that the Company is able to meet the needs of the public and to ensure that the Company is able to meet the needs of the public and to ensure that the Company is able to meet the needs of the public and the public. | |||
| 7. The Company's performance indicators and targets: The Company is able to identify the key indicators for the performance of climate change and to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change and to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change and to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of climate change. The Company is able to identify the key indicators for the performance of the climate change. The Company is able to identify the key indicators for the performance of the climate change. The Company is able to identify the key indicators for the performance of the climate change. The Company is able to identify the key indicators for the performance of the climate change. The Company is able to identify the key indicators for the performance of the climate change. The Company is able to identify the key indicators for the performance of the climate change. The Company is able to identify the key indicators for the performance of the climate change. The Company is able to identify the key indicators for the performance of the climate change. The Company is able to identify the key indicators for the performance of the climate change. The Company is --- 86 | Item | Execution situation | | --- | --- | | plan for managing climate-related risks, describe the content of the plan, as well as the indicators and targets for identifying and managing physical risks and transformation risks. | greenhouse gas (GHG) inventory and obtained third-party verification from DNV. It has also set GHG reduction targets and actively launched various carbon reduction initiatives. Thanks to the collaborative efforts of all departments, the Company’s GHG emissions in 2024 decreased by 3% compared with the base year (2023), achieving the short-term target and greatly outperforming the scheduled progress. To keep pace with international carbon reduction trends and strengthen competitiveness in the net-zero era, the Company is committed to achieving net-zero emissions by 2050. | | 2. In response to risks and opportunities brought by extreme climate change, the Company has proactively implemented a full range of carbon reduction actions. The Company adopts a four-pillar carbon reduction strategy, including energy efficiency improvement, energy substitution, equipment optimization, adoption of carbon capture and utilization (CCU) technologies, as well as raw material substitution and transition. | | 3. Other climate-related indicators and targets: (1) Increase renewable electricity usage: Actively invest in installing diversified renewable energy power generation facilities and procure renewable electricity. (2) Enhance energy efficiency: Set targets for reducing energy consumption per unit of output, continuously plan and execute various energy-saving projects to maximize energy efficiency. (3) Water resource conservation and reduction: Set targets for reducing water withdrawal per unit of output. Regarding water as a critical resource, the Company attaches great importance to water resource management in regions where production sites are located, and continuously lowers water consumption per unit of production. In the circular economy, increasing the use of recycled and renewable materials as alternative raw materials is precisely one of the important directions that international brands require the supply chain to adopt in order to enhance the use of environmentally friendly recycled materials and achieve carbon reduction goals. Therefore, the recycling and reuse of raw materials have become a common development goal for textile manufacturers and the Company. (4) Waste resource recycling and reuse: Set reduction targets (for waste excluding reusable and recyclable portions). The Company continuously optimizes waste management and formulates waste reduction targets. It advances source reduction and resource reuse by improving resource utilization efficiency in production activities, and promotes strategies including waste sorting and recycling. | | Disclosure Item | Response Strategy | | Scope 1, Scope 2 and | Since 2023, the Company has continuously conducted Scope 1 and Scope 2 greenhouse gas inventories, and obtained the ISO | --- | Item | Execution situation | | | | | --- | --- | --- | --- | --- | | | Scope 3 greenhouse gas emissions and related risks | 14064 verification statement from DNV. The greenhouse gas emissions (metric tons of CO2e) for the year 2024 are as follows: | | | | | | Scope 1: 437.5805 | Scope 2: 20932.2225 | Scope 3: 544.0858 | | | | The greenhouse gas emissions (metric tons of CO2e) for the year 2025 are as follows: (The Company also obtained the ISO 14064 verification statement from DNV) | | | | | | Scope 1: Detailed in the Company's Sustainability Report. | Scope 2: Detailed in the Company's Sustainability Report. | Scope 3: Detailed in the Company's Sustainability Report. | | | The targets used for managing climate-related risks and opportunities, as well as the performance in achieving these targets | Recycling of raw materials | Innovative technology | Energy substitution | | | | Increase the proportion of leftover recycling and recycled packaging materials to reduce the carbon footprint and lower the associated waste disposal costs; it might even reduce the risk of waste burial. | Develop products related to low-carbon and functional features, which meet the requirements of high efficiency, energy conservation and functionality, in order to cater to market trends. Furthermore, the concepts of carbon reduction and low-carbon operation, as well as the drive for technological innovation, provide the Company with the opportunity to update its equipment. Through the development or introduction of energy-saving equipment, the | The widespread adoption of renewable energy can not only help the Company reduce carbon emissions, but also offer the opportunity to lower energy-related costs. | | | | | energy-efficient energy production, but also provide the Company with the opportunity to reduce the carbon footprint and lower energy-related costs. | | | 1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1 | 1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1 | 1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1 | 1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1 | 1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1 | | | | 1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1 | 1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1 | 1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1 | --- | Item | Execution situation | | | | | | --- | --- | --- | --- | --- | --- | | | | | process is improved, and a more efficient and low-energy consumption service and production model can be established, offering the customers more environmentally-friendly and low-energy products, and producing products that are comfortable and more suitable for the future climate environment. | | | | 7. If internal carbon pricing is used as a planning tool, describe the basis for setting the price. | Considering the operation scale and carbon emissions of the Company, it hasn't planned to use internal carbon pricing as a tool. | | | | | | 8. If climate-related targets are set, describe the information on the activities covered, the scope of greenhouse gas emissions, the planning period, and the annual progress achieved; if carbon offsets or renewable energy certificates (RECs) are used to achieve the relevant targets, describe the | The Company has successively installed renewable energy generation equipment on the available roof space of the factory building. The construction was completed in Jan. 2024, and by mid Mar. 2026, it has generated 1.26GWh of electricity. In addition to the using the renewable energy for self-generation and self-use, the Company also has its own national renewable energy certificate center, T-REC. It has issued 162 green energy certificates. | | | | | --- 89 | Item | Execution situation | | --- | --- | | sources and quantities of carbon reduction credits or renewable energy certificates (RECs). | | | 9. Greenhouse gas inventory and confirmation, reduction targets, strategies and specific action plans (fill in 1-1 and 1-2 separately). | Please refer to the following description for details. | ## 1-1-1 Information on greenhouse gas inventory: | Item | Execution situation | | | | | | --- | --- | --- | --- | --- | --- | | Describe the greenhouse gas emissions (metric tons of CO2e), intensity (metric tons of CO2e/NT$ million) and data coverage for the last two years. | The summary includes the greenhouse gas emissions of the Company and all its subsidiaries of consolidated financial statements. The details are as follows: | | | | | | | | 2024 | | 2025 | | | | | Emissions (tons of CO2e) | Intensity (tons of Co2e/turnover of NT$ million) | Emissions (tons of CO2e) | Intensity (tons of Co2e/turnover of NT$ million) | | | Scope 1 | 437.5805 | - | Omitted | - | | | Scope 2 | 20,962.2225 | | Omitted | | | | Subtotal | 21,399.803 | 13.18 | Omitted | - | | | Note: The information for 2025 is detailed in the Company’s Sustainability Report. | | | | | ## 1-1-2 Information on greenhouse gas confirmation | Item | Execution situation | | | --- | --- | --- | | Describe the confirmation status in the last two years as of the printing date of the annual report, including the confirmation scope, confirmation organization, confirmation criteria, and confirmation opinions. | Assurance institution | DNV (DNV GL Business Assurance Co., Ltd.) | | | Description of assurance situation | Reasonable assurance | | | Assurance opinion | Unqualified opinion / Unqualified conclusion | --- 90 # 1-2 Greenhouse gas reduction targets, strategies and specific action plans | Clearly state the baseline year for greenhouse gas reduction, as well as the data, reduction targets, strategies, and specific action plans, along with the situation regarding the achievement of the reduction targets. | | --- | | Since Aug. 2023, the Company has been awarded the “Science and Technology Research and Development Project of the Ministry of Economic Affairs - Development Technology Plan for Low Carbon Emission in the Textile Supply Chain”, and has passed the review. This project involves upstream and downstream supply chain companies, and aims to reduce carbon emissions by 20,000 metric tons in two years. It achieves this target through various strategies such as equipment optimization, process optimization, energy optimization, and raw material substitution. Therefore, the Company has made significant efforts in converting to low-carbon fuels and improving production processes, actively reducing the carbon footprint in the production process. In order to enhance the overall energy utilization efficiency, the Company continuously optimizes the equipment, processes and energy management system, thereby effectively reducing energy consumption and resource waste. At the same time, the Company is also exploring alternative raw material solutions to reduce its reliance on natural resources, and actively utilizing renewable energy, striving to achieve both environmental protection and economic benefits while reducing carbon emissions. For detailed information on our carbon reduction roadmap, please visit the Company’s website at: https://www.ttfco.com/ | --- (VII) Fulfillment of integrity business situation and differences and reasons between Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies: | Evaluation item | Operation situation (Note 1) | | | Differences and reasons between Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies | | --- | --- | --- | --- | --- | | | Yes | No | Summary explanation | | | I. Establishment of policy and measures of ethical management. (I) Has the Company established policies for ethical corporate management approved by the board of directors and stated such policies and practices in its regulations and external documents and in the commitment made by the board of directors and senior management to actively implement such policies? (II) Does the Company establish an evaluation mechanism for the risk of dishonest behavior, regularly analyze and evaluate business activities within its business scope that have a high risk of dishonest behavior, and based on this, formulate a scheme to prevent dishonest behavior, which at least covers the preventive measures for behaviors under Paragraph 2, Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”? (III) Has the Company established in the preventive programs the operating procedures for unethical behavior prevention, penalties and grievance systems of breaching the guidelines for conduct, and implemented and periodically review them? | V | (I) The Company has established a “Ethical Corporate Management Best Practice Principles”, and the Management Department is responsible for formulating and supervising the implementation of ethical management policies and prevention schemes. The Board of Directors and senior management have also signed a commitment to actively implement ethical management policies. (II) The Company has established the “Measures for the Treatment of Whistleblowing Immoral or Illegal Behaviors” to standardize relevant operating procedures, implements them accordingly, and reviews them regularly. The Measures also include preventive measures against the behaviors described in Paragraph 2, Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”. | (I) No material differences (II) No material differences | (II) No material differences | 91 --- | Evaluation item | Operation situation (Note 1) | | | Differences and reasons between Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies | | --- | --- | --- | --- | --- | | | Yes | No | Summary explanation | | | | | | the Company has established an effective accounting system and internal control system, and the auditors have regularly audited the compliance with the system. | | | II. Implement ethical management(I) Does the Company evaluate the integrity records of its trading partners and specify the terms of integrity behavior in the contracts signed with them? | V | (I) | The Company's "Ethical Corporate Management Best Practice Principles" stipulates that before conducting business transactions, consideration shall be given to the legality of the trading partners and whether there is a record of dishonest behavior. Contracts signed with others shall include adherence to ethical management policies. | (I) No material differences | | (II) Has the Company established a dedicated (concurrent) unit to implement ethical corporate management under Board of Directors and report regularly (at least once a year) to BOD the status of implementation and supervision of ethical management policy and preventive programs of unethical behavior? | V | (II) | The Company has set up a special unit for the promotion of ethical management. The Company has formulated the "Ethical Corporate Management Best Practice Principles" and the "Measures for the Treatment of Whistleblowing Immoral or Illegal Behaviors", which are included in the relevant regulations of the work rules. The Management Department audits the relevant ethical management activities and report the execution situation to the Board of Directors in order to practice the concept of ethical management. The audit results were reported to the Board of Directors on Oct. 31, 2025. | (II) No material differences | | (III) Does the Company establish policies to prevent conflicts of interest, provide appropriate channels of representation, and implement them? | V | (III) | The Company has established "Work Rules" and "Measures for the Treatment of Whistleblowing Immoral or Illegal Behaviors", which prohibit colleagues from taking advantage of their power, opportunities, and demands to receive money, goods, or other improper benefits. | (III) No material differences | | (IV) Does the Company established an effective accounting system and | V | (IV) | In order to ensure the implementation of ethical management, the Company has | (IV) No material differences | | the authority to make the decision to change, and to make the decision to change the decision to the decision to change. | | | conceptual and legal requirements of the Company. | | | III. Does the Company have the authority to make the decisions to make the decisions to change, and to make the decisions to change the decisions to the Board of Directors and the Board of Directors. | V | (I) | The Company has established the "Contract Management and Financial Services" (CMS) and the "Contract Management and Financial Services" (CMS) regulations, which are included in the relevant regulations of the work rules. The Management Department audits the CMS regulations and the financial services provisions of the Work Rules. | (I) No material differences | --- | Evaluation item | Operation situation (Note 1) | | | Differences and reasons between Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies | | --- | --- | --- | --- | --- | | | Yes | No | Summary explanation | | | internal control system for the implementation of ethical management, and have the internal audit unit drawn up relevant audit schemes based on the assessment results of dishonest behavior risks, and audit the compliance with the dishonest behavior prevention scheme, or entrust a CPA to carry out the audit? | | | established an effective accounting system and internal control system, and internal auditors have regularly audited the compliance with the system referred to in the preceding paragraph. At the same time, the Company conducts regular reviews of all operational sites’ business activities and conducts risk assessments related to corruption issues. Through self-inspections by the regulatory authorities every six months and self-evaluation of compliance with laws and regulations, it achieves effective control and implementation. It receives independent audits by the auditing unit to ensure the operation of the overall mechanism, jointly managing and preventing the occurrence of unethical behaviors. The Company has established behavioral guidelines, incorporating ethical corporate management into the performance evaluation and human resources policies for its employees, and has also set up a clear and effective disciplinary system. In 2025, the Company had no incidents of corruption or anti-competition behaviors. | | | (V) Does the Company regularly conduct internal and external education and training on ethical management? | V | | (V) The Company offers both physical and on-line training courses, and all employees have enthusiastically participated in relevant courses. The training primarily focused on promoting the Company’s corporate ethics and social responsibility under the theme of “Upholding Integrity Values for Corporate Sustainable Development”. It consolidated the Ethical Corporate Management Best Practice Principles and key provisions for the handling of material inside information, and utilized videos and case studies. It reminded the employees of matters | (V) No material differences | --- | Evaluation item | Operation situation (Note 1) | | | Differences and reasons between Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies | | --- | --- | --- | --- | --- | | | Yes | No | Summary explanation | | | | | | requiring attention when carrying out their duties. The Company also reminds its stakeholders to observe and respect the Company's ethical and integrity standards. Promotion-related operation procedures and guidelines, etc., are all disclosed on the Company's website. In 2025, there was a total of 120 person-times, with each person receiving 6 hours of promotion and educational training. | | | III. The operation of the Company's reporting system(I) Does the Company establish a specific reporting and reward system, establish convenient reporting channels, and assign appropriate personnel responsible for handling whistleblowers? | V | | (I) The Company has formulated the "Measures for the Treatment of Whistle-blowing Immoral or Illegal Behaviors", and has established multiple communication channels to enable the stakeholders to report illegal acts such as corruption. The Company also has an independent investigation mechanism to conduct investigations and submit reports on such matters. The Company's contact number and email are publicly available and can be used by the whistle-blowers. The contact details are all disclosed on the "Stakeholder Zone" of the Company's website. The handling method and subsequent review and improvement measures should be reported to the Board of Directors. At the same time, the Company strictly adheres to the principle of confidentiality regarding the identities of whistle-blowers and the contents of their whistle-blowing. It has also clearly established the reward system for whistle-blowing and the penalties for violations of regulations. | (I) No material differences | | (II) Does the Company establish standard operating procedures for investigating and accepting | V | | (II) The Company has established specific regulations for handling whistle-blowing of unethical behaviors. In addition to | (II) No material differences | --- | Evaluation item | Operation situation (Note 1) | | | Differences and reasons between Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies | | --- | --- | --- | --- | --- | | | Yes | No | Summary explanation | | | whistleblowing matters, measures to be taken after the investigation is completed, and relevant confidentiality mechanisms? | | | forming an investigation team to clarify the circumstances of the whistle-blowing and transferring it to the Procuratorate and police authorities based on the severity of the violation, the Company also reviews and revises its internal control measures to prevent the recurrence of the same situation. The relevant supervisors and handling personnel have the responsibility to keep confidential the information of the parties involved. | | | (III) Does the Company take measures to protect whistleblowers from improper handling due to whistleblowing? | V | | (III) Whistle-blower Protection Mechanism According to the “Measures for the Treatment of Whistle-blowing Immoral Behaviors” and the Personal Data Protection Act, the Company keeps the personal information of the whistle-blower, the whistle-blowing channels, the contact email address, the receiving unit, and other information that can prove the identity of the whistle-blower confidential. The Company has also established a whistleblower protection system, under which the identity of the whistleblower and the content of the report are kept strictly confidential. The Company undertakes to protect the whistleblower from any improper retaliation as a result of making the report. Unless it is necessary for the investigation, the Company will not provide such information to any third party unrelated to the investigation, so as to protect the whistle-blower from being unfairly treated or retaliated against due to the whistle-blowing incident. The Company shall keep the whistle-blowers’ identities confidential, and will not punish them for the whistle-blowing. | (III) No material differences | 95 --- | Evaluation item | Operation situation (Note 1) | | | Differences and reasons between Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies | | --- | --- | --- | --- | --- | | | Yes | No | Summary explanation | | | IV. Strengthen information disclosure(I) Does the Company disclose the content and effectiveness of its Ethical Corporate Management Best Practice Principles on its website and Market Observation Post System? | V | | (I) The Company has a website that exposes the Company's overview, basic information, and financial information. And in a timely, open, and transparent manner, information disclosure is strengthened, and the “Ethical Corporate Management Best Practice Principles” are announced at the MOPS. | (I) No material differences | | V. If the Company has its own the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”, please describe the differences between its operation and the principles: No material differences. | | | | | | VI. Other important information that helps to understand the Company's ethical management operation situation: (such as the Company's review and revision of its established Ethical Corporate Management Best Practice Principles, etc.)(I) The Company complies with the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, the regulations related to TWSE/TPEx listed companies, and other laws and regulations related to business practices, which are the basis for implementing ethical management.(II) The Company has a director interest avoidance system in the “Rules of Procedure for Meetings of its Board of Directors”. For proposals listed by the Board of Directors that have an interest in themselves or the corporate entity they represent, which may harm the interests of the Company, they may state their opinions and answer questions, and may not participate in discussions and voting. They shall enter recusal during the discussion and voting. The director also may not act as another director's proxy to exercise voting rights on that matter.(III) The Company has formulated the “Procedures for Handling Material Inside Information”, which stipulates that directors, supervisors, managers and employees shall not disclose internal material information to others, inquire or collect internal material information undocumented by the Company which is not related to their personal duties from those who know internal material information of the Company, and shall not disclose internal material information undocumented by the Company to others except for the execution of business.(IV) The Company's “Ethical Corporate Management Best Practice Principles” and Human Rights Declaration emphasize important information such as the prohibition of child labor, the prohibition of corruption, and compliance with environmental protection laws and regulations to ensure that suppliers comply with them, and to provide a smooth channel of complaint for any infringement of their rights or interests in the procurement process. The Company has always upheld the highest standards of ethics for both internal employees and external partners, and illegal behaviors such as bribery of suppliers and solicitation of bribes by employees will be prosecuted according to law.(V) All new employees and directors are required to sign the confidentiality agreement and the Code of Integrity. | | | | | Note 1: No matter whether “Yes” or “No” is checked, the operation situation shall be described in the summary description column. --- (VIII) Other important information sufficient to enhance the understanding of corporate governance operations may be disclosed together: 1. The directors of the Company adhere to a high standard of self-discipline. When discussing and voting on proposals that have a vested interest for themselves or the legal entities that they represent within the Board of Directors, they would show avoidance. The internal auditors of the Company also conduct regular reviews of the compliance with accounting system and internal control system, and prepare audit reports to be submitted to the Board of Directors. 2. When reporting equity changes, the Company will inform the directors and managers of the “Procedures for Reporting Material Inside Information” and relevant information on insider trading and other regulations. 3. The managers and new employees of the Company have all signed confidentiality agreements upon their initial employment. The Company has also promoted the “Procedures for Reporting Material Inside Information” to its directors and all employees. 4. The Company insures all the directors covered by liability insurance to reduce their legal risks and financial liabilities, and to safeguard them against possible damages arising from their duties. (Having been reported to the Board of Directors) 97 --- (IX) Execution of internal control system 1. Internal control statement: Taiwan TAFFETA Fabric Co., Ltd. Statement of Internal Control System Date: Mar. 4, 2026 The following statement is based on the 2025 self-audit over the Company’s internal control system: I. The Company firmly believes that the establishment, implementation and maintenance of internal control systems are the responsibility of the Board of Directors and managers of the Company, and the Company has established such systems. Its purpose is to provide reasonable assurance that the effectiveness and efficiency of operations (including profitability, performance and ensuring asset safety, etc.), the reliability, timeliness and transparency of reports, and compliance with relevant laws and regulations, etc. are achieved. II. Internal control system has its inherent limitations, no matter how perfect the design, an effective internal control system can only provide reasonable assurance for the achievement of the above three goals; Moreover, due to the change of environment and situation, the effectiveness of internal control system may change accordingly. However, the Company’s internal control system has a self-monitoring mechanism, and once the deficiencies are identified, the Company will take corrective actions. III. The Company judges whether the design and implementation of the internal control system is effective according to the judgment items of the effectiveness of the internal control system stipulated in the “Guidelines for Handling the Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Handling Guidelines”). The judgment items of the internal control system adopted in the “Handling Guidelines” are to divide the internal control system into five component elements according to the process of management control: 1. control environment, 2. risk evaluation, 3. control operations, 4. information and communication, and 5. Supervision operation. Each component element includes several items. Please refer to the “Handling Guidelines” for the aforementioned items. IV. The Company has adopted the above judgment items of the internal control system to evaluate the effectiveness of the design and implementation of the internal control system. V. Based on the above evaluation results, the Company considers that the design and 98 --- implementation of the Company's internal control system (including supervision and management of subsidiaries) as of Dec. 31, 2025, including the degree to which operational effectiveness and efficiency objectives have been achieved, the reliability, timeliness and transparency of reports, and compliance with relevant laws and regulations, are effective and can reasonably ensure the achievement of the above objectives. VI. This statement will form the main content of the Company's annual report and prospectus and will be made public. For any falsehood, concealment, or other illegality in the content made public, there will be involved in legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law. VII. This statement was approved by the Board of Directors of the Company on Mar. 4, 2026. Among the eleven directors present, none of them held any objections, and the rest agreed to the content of this statement. Taiwan TAFFETA Fabric Co., Ltd. Chairman: Chuang, Yao-Ming Signature President: Chuang, Yao-Ming Signature 99 --- 2. Audit report of a CPA who commissioned the CPA to review the internal control system professionally: None (X) Important resolutions of the shareholders’ meeting and the Board of Directors for the most recent year and as of the printing date of the annual report: 1. Summary table of shareholders’ meeting proposals | | Date of convening | Important resolution | Execution situation | | --- | --- | --- | --- | | Shareholders’ meetings | 2025.06.23 | 1. 2024 Business Report 2. Audit Committee reviews the 2024 financial statements 3. Proposal for recognition of 2024 Business Report and financial statements 4. Proposal for earning distribution 5. Proposal to amend the Articles of Incorporation 6. Proposal for the election of 11 directors (including 4 independent directors) for the next term. 7. Proposal of the termination of the restrictions on the non-competing clauses for the new directors of the Company | Not applicable Not applicable Passing the proposal for recognition Passing according to the proposal Jul. 22, 2025 was set as the ex-dividend base date, and cash dividends were paid on Aug. 12, 2025 | 100 --- 2. Summary table of proposals of the Board of Directors | Date of convening | Important resolution | Independent directors’ opinions and the Company’s handling of the independent directors’ opinions | | --- | --- | --- | | 2025.02.27 | 1. Proposal for various remuneration items to be implemented in 2024 2. Proposal for remunerations to directors, supervisors and employees in 2024 3. Parent company only and consolidated financial statements for 2024. 4. Proposal for earning distribution in 2024. 5. Proposal for the independence review of CPAs. 6. 2024 self-assessment audit results reported by the Audit Office. 7. Proposals for the Company to deal with banks. 8. Proposal for transactions between the Company and securities companies. 9. Proposal to be submitted to the shareholders’ meeting for re-election of directors of the Company. 10. Proposal to amend the Articles of Incorporation. 11. Proposal to change the spokesperson of the Company 12. Matters relating to the establishment of the 2025 regular shareholders’ meeting of the Company 13. Proposal for performance evaluation of the Board of Directors and self-evaluation of board members. | Adopted by all the attending independent directors | | 2025.03.27 | 1. Proposal to nominate directors and independent directors and examine the qualifications of candidates for independent directors 2. Proposal for investment in stocks. | Adopted by all the attending independent directors | | 2025.05.07 | 1. Report on consolidated financial statements for the first quarter 2. Proposals for the Company to deal with Taipei Fubon Bank | Adopted by all the attending independent directors | | 2025.06.23 | 1. Election of new Chairman of the Company | Adopted by all the attending independent directors | 101 --- | Date of convening | Important resolution | Independent directors’ opinions and the Company’s handling of the independent directors’ opinions | | --- | --- | --- | | 2025.07.02 | 1. Proposal for the appointment of President of the Company 2. Proposal on setting the ex-dividend base date for cash dividends 3. Proposal for the appointment of the sixth Remuneration Committee, Proposal for the appointment of the second Audit Committee, Proposal for the appointment of the second Sustainable Development Committee, and Proposal for insuring liability insurance for directors, supervisors and important employees 4. Proposals for the Company to deal with banks | Adopted by all the attending independent directors | | 2025.08.13 | 1. Report on consolidated financial statements for the first half of the year 2. Proposal for the Company’s 2024 Greenhouse Gas Inventory 3. Proposal for the Company’s 2024 Sustainability Report 4. Proposal for amendment of the Company’s “Measures for Distribution of Employees’ Compensation” is submitted for review. | Adopted by all the attending independent directors | | 2025.10.31 | 1. Consolidated financial statements for the first three quarters 2. Proposal for the Company’s general budget in 2026 3. Audit Office submits the internal audit plan of the Company for 2026 4. Proposals for the Company to deal with Taiwan Cooperative Bank 5. Proposal for transactions between the Company and securities companies 6. Proposal for changing the governance officer and finance officer 7. Proposal for integrity advocacy and corporate value enhancement plan, and communication with stakeholders | Adopted by all the attending independent directors | | 2026.03.12 | 1. Financial statements and consolidated financial | Adopted by all the | --- | Date of convening | Important resolution | Independent directors’ opinions and the Company’s handling of the independent directors’ opinions | | --- | --- | --- | | | statements of the Company for 2025 2. Proposal for loss compensation of the Company for 2025 3. Proposal for the independence review of CPAs 4. 2025 self-assessment audit results reported by the Audit Office of the Company 5. Proposal for allotment of cash dividends from capital reserve 6. Proposal to revise the “Rules for Director Elections” 7. Matters relating to the establishment of the 2026 regular shareholders’ meeting of the Company 8. Proposal for partial amendment of the Company’s “Internal Control System” 9. Proposal for transactions with banks and securities companies 10. Proposal for amendment of the Company’s “Measures for Distribution of Employees’ Compensation” | attending independent directors | (XI) If the directors or supervisors have different opinions on important resolutions passed by the Board of Directors in the most recent year and as of the printing date of the annual report, and there are records or written statements, the main contents of the opinions: No such situation. --- III. Public expense information of CPA: Amount unit: NT$10 thousand | Name of accounting firm | Name of CPA | Audit period of CPA | Auditing public expense | Non-auditing public expense | Total | Remarks | | --- | --- | --- | --- | --- | --- | --- | | Deloitte Taiwan | Wang, Pan-Fa | 2025.01.01 - 2025.12.31 | 222 | - | 222 | None | | | Tseng, Chien-Ming | | | | | | (I) Non-audit services: None engaged (II) If the accounting firm is replaced and the auditing public expenses paid for the year of replacement are reduced compared to the auditing public expenses paid for the previous year, the amount and reasons for the auditing public expenses before and after the replacement: No such situation. (III) If the auditing public expenses have decreased by more than 15% compared to the previous year, the amount, proportion, and reasons for the decrease in auditing public expenses: No such situation. In case of any of the following circumstances, the Company shall disclose the public expenses of CPAs. (I) If the proportion of non-auditing public expenses paid to the CPA, the accounting firm to which the CPA belongs, and their affiliated enterprises accounts for more than one-fourth of the auditing public expenses, the amount of auditing and non-auditing public expenses and the content of non-auditing services shall be disclosed: No such situation. (II) If the accounting firm is replaced and the auditing public expenses paid for the year of replacement are reduced compared to the auditing public expenses paid for the previous year, the amount and reasons for the auditing public expenses before and after the replacement shall be disclosed: No such situation. (III) If the auditing public expenses have decreased by more than 15% compared to the previous year, the amount, proportion, and reasons for the decrease in auditing public expenses shall be disclosed: No such situation. 104 --- IV. Information on changing CPAs: Not applicable. (I) About former CPAs | Replacement date | | | | | | --- | --- | --- | --- | --- | | Reason and explanation for replacement | | | | | | Explanation of termination or non-acceptance of appointment by the appointor or CPA | Parties involved Situation | | Certified Public Accountant | Appointer | | | Voluntary termination of appointment | | | | | | No longer accepting (continuing) appointments | | | | | Opinions and reasons for issuing audit reports other than unqualified opinions within the last two years | | | | | | Whether there is any disagreement with the issuer | Yes | | Accounting principles or practices | | | | | | Disclosure of financial reports | | | | | | Audit scope or steps | | | | | | Others | | | | | | | | | | None | | | | | | Description | | | | | Other disclosure matters (Matters that shall be disclosed under Items 1-4 to 1-7, Subparagraph 6, Article 10 of these standards) | | | | | --- (II) About successive CPAs | Firm name | | | --- | --- | | Name of CPA | | | Date of appointment | | | Consultation on the accounting treatment methods or accounting principles of specific transactions and the opinions and results that may be issued on financial reports before appointment | | | Written opinion of the successive CPA on matters where the former CPA has different opinions | | (III) Reply from the former CPA to the matters listed in Item 1 and Item 2-3, Paragraph 6, Article 10 of these standards. V. If the Chairman, President, or manager responsible for financial or accounting affairs of the Company has served in a CPA's accounting firm or affiliated enterprise within the past year, then their name, professional title, and period of service in the accounting firm or its affiliated enterprises to which the CPA belongs shall be disclosed. The term "affiliated enterprise of the firm to which the CPA belongs" refers to a company or institution whose CPA holds more than $50\%$ of the shares or obtains more than half of the directors' seats of the firm to which the CPA belongs, or which is listed as an affiliated enterprise in the information released or printed by the firm to the outside world: No such situation. --- VI. Changes in equity transfer and equity pledge of directors, supervisors, managers and shareholders holding more than $10\%$ of shares in the most recent year and as of the printing date of the annual report: | Title | Name | 2025 | | As of Apr. 13, 2026 | | | --- | --- | --- | --- | --- | --- | | | | Increase (decrease) in the number of shares held | Increase (decrease) in the number of pledged shares | Increase (decrease) in the number of shares held | Increase (decrease) in the number of pledged shares | | Chairman | Chuang, Yao-Ming | - | - | - | - | | Director | Yao, Fan-Chi | - | - | - | - | | Director | Chuang, Yun-Ta | - | - | - | - | | Director | Chuang, Yun-Chen | - | - | - | - | | Director | Chang, Yu-Yuan | - | - | - | - | | Director | Yang, Jen-Kai, Legal Representative of Universal Textile Co., Ltd. | - | - | - | - | | Director | Cho, Cheng-Mao, Legal Representative of Universal Textile Co., Ltd. | - | - | - | - | | Independent director | Hsueh, Fu-Ching | - | - | - | - | | Independent director | Tsai, Shu-Li | - | - | - | - | | Independent director | Liao, Wei | - | - | - | - | | Independent director | Chen, Hsin-Hung | - | - | - | - | | Vice President | Chang, Yu-Yuan | - | - | - | - | | Assistant Manager | Yang, Chin-Chih | - | - | - | - | | Assistant Manager | Li, Yun-Lan | - | - | - | - | | Assistant Manager | Hua, Shu-Ling | - | - | - | - | | Officer of R&D Department | An, Ta-Chung | - | - | - | - | | Accounting Officer and Finance Officer | Yu, Wan-Hua | - | - | - | - | | Major shareholders holding more than 10% of the shares | Universal Textile Co., Ltd. | - | - | - | - | Equity transfer information: None. Equity pledge information: None. --- VII. Information on the top ten shareholders who hold shares and are related parties with each other or are spouses or relatives within the second degree of kinship 2026.4.13 | Name (Note 1) | Shares held by oneself | | Shares held by spouses and underage children | | Total shares held in the name of others | | The names and relationships of the top ten shareholders who are related parties with each other or are spouses or relatives within the second degree of kinship. (Note 3) | | Remarks | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Name | Relationship | | | Responsible person of Universal Textile Co., Ltd.: Chen, Yao-Ming | 29,712,218 | 22.88 | - | - | - | - | - | - | | | Responsible person of Chang Hui Investment Co., Ltd.: Chen, Chien-Hsin | 7,714,103 | 5.94 | - | - | - | - | - | - | | | Chuang, Ying-Nan | 5,292,626 | 4.08 | 574,261 | 0.44 | - | - | Chuang, Ying-Chih | Brothers | | | Chuang, Yao-Ming | 4,454,256 | 3.43 | 787,243 | 0.61 | | | Chuang, Yao-Hao | Brothers | | | Chang, Yu-Sheng | 4,059,786 | 3.13 | 917,585 | 0.71 | - | - | - | - | | | Hung, Hui-Yuan | 3,891,505 | 3.00 | | | | | | | | | Hung, Chen-Hui | 3,838,513 | 2.96 | - | - | - | - | Hung, Hui-Yuan | Brothers and sisters | | | Chuang, Ying-Chih | 3,557,707 | 2.74 | 963,820 | 0.74 | - | - | Chuang, Ying-Nan | Brothers | | | Lin, Chia-Ying | 3,529,261 | 2.72 | - | - | - | - | - | - | | | Chuang, Yao-Hao | 3,099,182 | 2.39 | - | - | - | - | Chuang, Yao-Ming | Brothers | | Note 1 All the top ten shareholders shall be listed. For those who belong to corporate shareholders, the names of corporate shareholders and their representatives shall be listed separately. Note 2 The calculation of shareholding ratio refers to the calculation of shareholding ratio in one's own name, spouse, underage children or in the name of others. Note 3 The shareholders listed in the previous disclosure, including corporate entities and natural persons, shall disclose their relationships in accordance with the issuer's standards for the preparation of financial reports. --- VIII. The number of shares held by the Company, its directors, supervisors, and undertakings directly or indirectly controlled by the Company in the same reinvested enterprise, and the combined calculation of the comprehensive shareholding ratio: | Reinvestment business (Note) | Investment of the Company | | Undertakings directly or indirectly controlled by directors, supervisors, and companies | | Comprehensive investment | | | --- | --- | --- | --- | --- | --- | --- | | | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | | Taiwan Filament Weaving Development Co., Ltd. | 7,900,000 | 2.53 | | | | | | Chang Hui Investment Co., Ltd. | 19,000,000 | 100.00 | | | | | | Chain Yarn Co., Ltd. | 14,250,000 | 6.7 | | | | | --- Chapter III. Fundraising Situation # I. Capital and shares: (I) Source of share capital | Month/Year | Issuing price | Authorized share capital | | Paid-in share capital | | Remarks | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Number of shares | Amount (NT$ 1,000) | Number of shares | Amount (NT$ 1,000) | Source of share capital | Offsetting shares with property other than cash | Others | | Jun. 1973 | 10 | 6,000 | 60,000 | 3,000 | 30,000 | Establishment | None | | | Oct. 1973 | 10 | 6,000 | 60,000 | 4,050 | 40,500 | Cash capital increase | None | | | Sept. 1984 | 10 | 7,620 | 76,200 | 7,620 | 76,200 | Cash capital increase and capital reserve converted to capital increase | None | | | Feb. 1985 | 10 | 12,000 | 120,000 | 12,000 | 120,000 | Cash capital increase | None | | | May 1988 | 10 | 16,800 | 168,000 | 16,800 | 168,000 | Cash capital increase and earning converted to capital increase | None | | | Aug. 1989 | 10 | 19,800 | 198,000 | 19,800 | 198,000 | Cash capital increase | None | | | Oct. 1991 | 10 | 33,600 | 336,000 | 33,600 | 336,000 | Cash capital increase and earning converted to capital increase | None | | | May 1993 | 10 | 50,000 | 500,000 | 38,640 | 386,400 | Earning converted to capital increase | None | | | Aug. 1993 | 10 | 50,000 | 500,000 | 44,436 | 444,360 | Earning converted to capital increase | None | | | Nov. 1994 | 25 | 80,000 | 800,000 | 61,000 | 610,000 | Cash capital increase and earning converted to capital increase | None | | | Jul. 1995 | 10 | 80,000 | 800,000 | 68,320 | 683,200 | Earning converted to capital increase and capital reserve converted to capital increase | None | | | Jul. 1996 | 10 | 80,000 | 800,000 | 75,152 | 751,520 | Earning converted to capital increase and capital reserve converted to capital increase | None | | | Oct. 1997 | 17 | 140,000 | 1,400,000 | 121,680 | 1,216,800 | Earning converted to capital increase and capital reserve converted to capital increase | None | | | Jul. 1998 | 10 | 140,000 | 1,400,000 | 138,715 | 1,387,152 | Earning converted to capital increase and capital reserve converted to capital increase | None | | | Jul. 1999 | 10 | 210,000 | 2,100,000 | 159,522 | 1,595,225 | Earning converted to capital increase and capital reserve converted to capital increase | None | | --- | Month/Year | Issuing price | Authorized share capital | | Paid-in share capital | | Remarks | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Number of shares | Amount (NT$ 1,000) | Number of shares | Amount (NT$ 1,000) | Source of share capital | Offsetting shares with property other than cash | Others | | Apr. 2001 | 10 | 210,000 | 2,100,000 | 151,522 | 1,515,225 | Capital reduction of treasury shares | None | | | Jul. 2001 | 10 | 210,000 | 2,100,000 | 162,129 | 1,621,291 | Capital reserve converted to capital increase | None | | | Nov. 2001 | 10 | 210,000 | 2,100,000 | 147,200 | 1,472,000 | Capital reduction of treasury shares | None | | | Apr. 2002 | 10 | 210,000 | 2,100,000 | 142,524 | 1,425,240 | Capital reduction of treasury shares | None | | | Aug. 2003 | 10 | 210,000 | 2,100,000 | 149,650 | 1,496,502 | Capital reserve converted to capital increase | None | | | Aug. 2005 | 10 | 210,000 | 2,100,000 | 154,140 | 1,541,397 | Capital reserve converted to capital increase | None | | | Apr. 2006 | 10 | 210,000 | 2,100,000 | 146,140 | 1,461,397 | Capital reduction of treasury shares | None | | | Apr. 2007 | 10 | 210,000 | 2,100,000 | 140,800 | 1,408,007 | Capital reduction of treasury shares | None | | | Apr. 2008 | 10 | 210,000 | 2,100,000 | 134,590 | 1,345,907 | Capital reduction of treasury shares | None | | | Aug. 2008 | 10 | 210,000 | 2,100,000 | 138,628 | 1,386,284 | Capital reserve converted to capital increase | None | | | 2009 | 10 | 210,000 | 2,100,000 | 133,628 | 1,336,284 | Capital reduction of treasury shares | None | | | 2011 | 10 | 210,000 | 2,100,000 | 140,309 | 1,403,098 | Capital reserve converted to capital increase | None | | | 2019 | 10 | 210,000 | 2,100,000 | 134,309 | 1,343,098 | Capital reduction of treasury shares | None | | | 2020 | 10 | 210,000 | 2,100,000 | 129,833 | 1,298,338 | Capital reduction of treasury shares | None | | | Type of shares | Authorized share capital | | | Remarks | | --- | --- | --- | --- | --- | | | Outstanding shares (Note) | Unissued shares | Total | | | Common share | 129,833,848 shares | 70,166,152 shares | 210,000,000 shares | Listed stock | --- (II) List of major shareholders: List of major shareholders Apr. 13, 2026 | Name (Note 1) | Shares held by oneself | | | --- | --- | --- | | | Number of shares | Shareholding ratio | | Universal Textile Co., Ltd. | 29,712,218 | 22.88 | | Chang Hui Investment Co., Ltd. | 7,714,103 | 5.94 | | Chuang, Ying-Nan | 5,292,626 | 4.08 | | Chuang, Yao-Ming | 4,454,256 | 3.43 | | Chang, Yu-Sheng | 4,059,786 | 3.13 | | Hung, Hui-Yuan | 3,891,505 | 3.00 | | Hung, Chen-Hui | 3,838,513 | 2.96 | | Chuang, Ying-Chih | 3,557,707 | 2.74 | | Lin, Chia-Ying | 3,529,261 | 2.72 | | Chuang, Yao-Hao | 3,099,182 | 2.39 | (III) Dividend policy and implementation status of the Company: In order to meet the actual needs, the dividend policy of the Company was revised at the regular shareholders' meeting on May 29, 2001 as follows: "If the Company has any earning in its annual final accounts, in addition to paying taxes according to law, it shall first make up for the losses of previous years, first set aside 10% of the statutory surplus reserve, and then set aside special surplus reserve for the reduction of shareholders' equity in the current year, and then set aside 2% for employee dividends and 3% for the remuneration of directors and supervisors. The rest shall be submitted to the shareholders' meeting for referendum by the Board of Directors according to the actual operation conditions and fund demands of the Company. Among them, cash dividends shall be no less than 30%." The Company incurred an after-tax loss for 2025. After deliberation, the Board of Directors proposed allotment of cash dividends from capital reserve at NT$0.1 per share. (IV) The impact of the proposed free allotment of shares at this shareholders' meeting on the Company's operating performance and earnings per share: Not applicable. (V) Employee remuneration and directors' remuneration 1. The percentage or scope of employee dividends and remuneration of directors as stated in the Articles of Incorporation: --- If the Company has any earning in its annual final accounts, in addition to paying taxes according to law, it shall first make up for the losses of previous years, first set aside 10% of the statutory surplus reserve, and then set aside special surplus reserve for the reduction of shareholders' equity in the current year, and then set aside 2% for employee dividends and 3% for the remuneration of directors. 2. The basis for estimating the amount of employees' remuneration and directors' remuneration in the current period, the basis for calculating the number of shares allotted with stock dividends, and the accounting treatment if there is any difference between the actual allotted amount and the estimated amount: No such situation. 3. The situation where the Board of Directors approves the distribution of remuneration: (1) The amount of employee remuneration and directors' remuneration distributed in cash or stock. If there is any difference with the estimated amount of the recognized expenses in the year, the number of differences, the reasons and the treatment shall be disclosed: No such situation. (2) The amounts of stock remuneration for employees and their proportion to the total amount of net profit after tax and employee remuneration in standalone or individual financial reports for the current period: No such situation. 4. The actual distribution of employee remuneration and directors' remuneration in the previous year (including the number, amount, and stock price of shares distributed), and any discrepancies with the recognized employee, directors' remuneration, the number of differences, reasons and treatment shall be stated: No such situation. 113 --- (VI) The buyback of the shares by the Company: 1. The execution has been completed | Times of buyback period | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Objective of buyback | Maintaining corporate credit and shareholders' rights and interests | Maintaining corporate credit and shareholders' rights and interests | Maintaining corporate credit and shareholders' rights and interests | Maintaining corporate credit and shareholders' rights and interests | Maintaining corporate credit and shareholders' rights and interests | Maintaining corporate credit and shareholders' rights and interests | Maintaining corporate credit and shareholders' rights and interests | Maintaining corporate credit and shareholders' rights and interests | Maintaining corporate credit and shareholders' rights and interests | Maintaining corporate credit and shareholders' rights and interests | | Buyback period | 2000.11.24-2001.1.23 | 2001.6.1-2001.7.31 | 2001.8.29-2001.10.23 | 2001.12.10-2002.2.4 | 2005.11.3-2005.12.31 | 2006.12.3-2007.2.9 | 2007.12.7-2008.2.5 | 2009.3.26-2009.5.22 | 2018.11.8-2019.1.6 | 2020.3.21-2020.5.20 | | Buy-back range | 4~10 | 4~10 | 4~10 | 4~10 | 4~10 | 4~10 | 5~10 | 4~8 | 6~10 | 6~10 | | Type and quantity of shares bought back | Common share 8,000,000 | Common share 7,929,054 | Common share 7,000,000 | Common share 4,676,000 | Common share 8,000,000 | Common share 5,339,000 | Common share 6,210,000 | Common share 5,000,000 | Common share 6,000,000 | Common share 4,476,000 | | Amount of shares bought back | NT$55,613 thousand | NT$45,589 thousand | NT$43,410 thousand | NT$28,532 thousand | NT$43,009 thousand | NT$29,767 thousand | NT$46,860 thousand | NT$27,537 thousand | NT$49,793 thousand | NT$34,562 thousand | | Number of shares that have been wrote off and transferred | Common share 8,000,000 | Common share 7,929,054 | Common share 7,000,000 | Common share 4,676,000 | Common share 8,000,000 | Common share 5,339,000 | Common share 6,210,000 | Common share 5,000,000 | Common share 6,000,000 | Common share 4,476,000 | | Accumulated shares held by the Company | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Ratio of cumulative number of shares held by the Company to total number of issued shares (%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2. Those still in execution: None. II. Handling of corporate bonds: No such situation. III. Handling of preference shares: No such situation. IV. Handling of overseas depository receipts: No such situation. V. Handling of employees' share option certificate: No such situation. VI. Handling of new shares restricting employees' rights: No such situation. VII. Handling of mergers and acquisitions (including mergers, acquisitions and demergers): No such situation. VIII. Implementation status of fund utilization plan: (I) Plan content: Previous cash capital increase plans have not been completed: None. (II) Execution situation: None. --- Chapter IV. Operation Overview I. Business content: (I) Business scope 1. Main content of the business operated: (1) C301010 Spinning of Yarn (2) C302010 Weaving of Textiles (3) C303010 Manufacture of Non-woven Fabrics (4) C305010 Printing, Dyeing, and Finishing (5) C306010 Wearing Apparel (6) C399990 Other Textile Products Manufacturing (7) C801120 Manufacture of Man-made Fibers (8) F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories (9) F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories (10) F401010 International Trade (11) H701010 Housing and Building Development and Rental (12) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. 2. The Company’s current items of commodities and services: (1) Production, sales and trading of Tetoron finished fabrics. (2) Production, sales and trading of Tetoron grey fabrics. (3) Sales and trading of yarn raw materials. (4) OEM revenue. (5) Development, rental and sales of residential buildings. 3. Operation proportion: In 2023, the turnover of Tetoron fabrics accounted for 64.92% of the turnover of the whole company, Tetoron processed silk accounted for 34.99%, and others accounted for 0.09%. 4. New products planned for development: (1) Using self-developed composite high elastic fibers to develop super-elastic fabrics with natural fiber feeling: such product keeps comfort and elasticity, which is suitable for making light function and leisure wear with urban fashion sense. (2) Multi-layer thermal insulation fabric with fashionable appearance: special organizational fabric with light weight and thermal insulation 115 --- characteristics developed in response to the increasingly cold winter climate, are developed by the Company from raw materials to textiles. (3) Environmental and low-carbon products: In order to achieve the goal of carbon reduction, we not only use a large number of recycled PET raw materials, but also increase the use of marine waste and recycled fabrics to produce processed silk and textiles to help our brand customers achieve the goal of net zero carbon emission. (4) A functional fabric with multiple organizations and multiple physical properties woven using jacquard technology. (II) Industry overview: Taiwan’s textile industry has many vertical structural engineering processes in the upper, middle and lower reaches, and its industrial structure is quite complete. Due to the development of the artificial fiber industry, from polymers, laddered raw silks, processed silks to finished fabrics. For decades, the textile industry has become the most complete production system in Taiwan’s industrial structure. In recent years, because the silk weaving industry makes full use of the competitive advantages of high quality and fast delivery of domestic long fiber raw materials, makes flexible use of new long fiber raw materials and various differentiated processed silks, and cooperates with the high-level composite processing of downstream dyeing and finishing plants and various post-processing plants so as to produce various differentiated long fiber woven fabrics with high quality and different prices. At the same time, the industry also actively participates in the research and development of upstream artificial fiber and processed silk or makes strategic alliances with the upstream. In addition to creating high-level added value and strengthening Taiwan’s competitiveness, it also accelerates the integration of upstream and downstream supply chains, hoping to significantly strengthen the consistent advantages of the industry after re integration. In recent years, the concept of “Environmental Sustainability” was given more attention. As the world gradually entered the post-epidemic era, the goal of achieving net zero carbon emissions worldwide by 2050 was further established after the 26th United Nations Climate Change Conference. Under the trend of “Supply Chain Reform” and “Environmental Sustainability”, Taiwan textile industry is making efforts in three directions: 1. Product differentiation - this has always been an important direction of Taiwan’s textile industry. 2. Digital transformation. With the development of big data, AI artificial intelligence and 5G becoming more and more mature, the proper use of these new technologies will greatly help the change of the business type of textile industry. 3. Circular 116 --- economy. During the epidemic period, the world was more aware of the importance of maintaining natural ecology and environment. In order to achieve the goal of sustainable environmental protection, developing circular economy has become a notable doctrine of textile industry. (III) Technical and R&D overview: 1. Research and development expenditure for the most recent year: Unit: Amounts expressed in NT$ thousand | Year | 2023 | 2024 | 2025 | | --- | --- | --- | --- | | Amount | 9,907 | 9,943 | 10,591 | 2. Research and development achievements: (1) Yarn with natural fiber feel and multi-elasticity: suitable for woven and knitted fabrics with fashion sense and excellent hand feeling, adopted by major international brands. (2) Urban leisure fabric with composite function: Made of functional and high elastic fibers, paired with yarn with good tactile feel, and developed through multi-level post-processing, suitable for making clothing with Life Wear connotation. (3) Low-carbon fabrics: In response to the increasingly important trend of environmental protection, we have developed an environmentally friendly and low-carbon series of fabrics mainly composed of PET regenerated fibers, marine waste materials, and recycled fabrics. (IV) Long-term and short-term business development plan: In the short term, the Company will continue to develop new materials and new products and form market segments with differentiated products, and at the same time continue to deepen and expand sales channels by integrating various marketing activities. In addition, the Company will produce special fabrics such as work clothes and industrial fabrics; formulate and implement various specifications of production methods from raw materials, weaving, dyeing and finishing to post-processing, and develop the distribution channels for work clothes fabrics. In the long term, the business objectives of the Company are to (1) integrate the supply chain and enter the end product sector such as ready-to-wear and home decoration finished products, so as to provide one-stop shopping services; (2) continuously strengthen the channel operation of external sales and brand owners; (3) establish a quality control laboratory and a research and development center, and make differences in terms of raw materials; (4) continuously promote the self-created textile brand ElasLana. (5) Move towards 117 --- the target of achieving zero emissions, actively promote various carbon reduction initiatives, and drive the industry towards zero emissions with a stronger determination to reduce carbon emissions. (6) Pursue ESG sustainable growth. ## II. Market and production and sales overview ### (I) Market analysis 1. Sales regions of main products: sales distribution regions of products in the last two years Unit: Amounts expressed in NT$ thousand | Year Sales region | 2024 | | 2025 | | | | --- | --- | --- | --- | --- | --- | | | | Amount | % | Amount | % | | Foreign sales | Asia | 871,817 | 53.7 | 769,068 | 50.04 | | | Europe | 17,285 | 1.06 | 19,398 | 1.26 | | | Americas | 8,324 | 0.51 | 5,016 | 0.33 | | | Africa | 52,890 | 3.26 | 60,362 | 3.93 | | | Other regions | 0 | 0 | | 0.00 | | Domestic sales | | 673,254 | 41.47 | 683,157 | 44.44 | | Total | | 1,623,569 | 100.00 | 1,537,001 | 100.00 | 2. Market share of products According to the statistics of export value of TSFA, the Company has a market share of approximately 0.8%. 3. Future supply and demand situation, growth potential, competitive niche, and development prospects of the market: (1) Future supply side of the market The Company's products are long fiber textiles, and the supply of raw materials is from man-made fiber manufacturers and petrochemical plants. In 2025, global polyester fiber production is expected to grow by 4% to 67.71 million metric tons (Source: WoodMackenzie). Among this, polyester filament production is projected to reach 48.56 million metric tons, representing a growth of 5%, while polyester staple fiber production is expected to reach 19.14 million metric tons, growing by 4%. As Taiwan boasts a highly developed petrochemical industry, according to data from the "Yearbook of Taiwan Textile Industry" published by the Taiwan Institute of Economic Research (TIER), Taiwan is the second largest producer of artificial fiber in the world. Therefore, the supply of raw materials is abundant and the --- quality is stable. Locally produced raw materials in Taiwan are sufficient to fully meet the demands of both the industry and the Company. Currently, the Company primarily procures raw materials including polyester yarn, textured yarn, and polyester filament yarn. The supply situation remains stable and favorable, effectively supporting production needs. According to procurement statistics for 2025, the Company procured various raw materials from over 300 suppliers. Domestic suppliers accounted for the vast majority, representing as much as 90% of total procurement value. The Company's procurement strategy is predominantly domestic. The primary considerations are to reduce carbon emissions from long-haul transportation, minimize environmental impact, promote local industrial development, strengthen partnerships with domestic suppliers, and build a more resilient supply chain. (2) Future market demand Taiwan’s textile supply chain holds a pivotal position globally and has long served as a key partner for international brands. End-market demand for textile products was weak in 2023 and 2024, with the global economy affected by the Russia-Ukraine war, the conflict in the Gaza Strip, geopolitical tensions, and persistent global consumer weakness leading to inflationary pressures. Market demand remained conservative. In 2025, driven by both drastic changes in the international economic and trade landscape and sustainability requirements, the textile industry must accelerate its alignment with the EU’s Ecodesign for Sustainable Products Regulation (ESPR) and the Digital Product Passport (DPP), while implementing circular economy and ESG initiatives. Concurrently, the industry is expected to leverage AI and digitalization to optimize manufacturing processes—such as raw material procurement, production scheduling, and quality inspection—thereby enhancing supply chain flexibility and market foresight capabilities, ensuring a firm competitive advantage in the ever-evolving global market. 4. Favorable and unfavorable factors of development prospect (1) Favorable factors affecting future development A Taiwan’s textile industry boasts a highly integrated and complete industrial cluster. This complex, large-scale production ecosystem encompasses fiber production, spinning and texturing, weaving and fabric formation, dyeing and finishing, and garment 119 --- manufacturing. With over six decades of development, driven by technological advancement and market dynamics, the industry has formed a vertically specialized division of labor across the upstream, midstream, and downstream segments, resulting in an exceptionally robust and complete supply chain. B Strong quality improvement ability: Polyester fiber is an industry with high technology and high capital accumulation. Over the years, the quality of polyester long fiber textiles has been continuously improved, and products are constantly improving and innovating. The Company is an ideal partner for international brands and has made significant contributions to the global textile industry. C Good production and marketing efficiency: In order to strengthen the expansion of international marketing, in addition to setting up agents in major markets in the world, the Company also regularly dispatches personnel to all parts of the world for business investigation and market promotion every year, so as to effectively grasp the market condition and popular trends around the world. In addition, in order to strengthen the promotion of its own brand, the Company has continuously participated in various trade fairs in recent years, thus achieving a very good marketing channel. In terms of production, the Company keeps replacing the old with the new, strengthens optimization of equipment, and has various types of machinery and equipment with superior performance, which can meet a small number of diversified needs. (2) Unfavorable factors affecting future development and countermeasures A Sub-replacement fertility, the supply of domestic labor is insufficient, and labor costs are on the high side. Response scheme: strengthen employee welfare, actively train cadres, and establish an excellent corporate culture to pool the centripetal force of employees. The other party will make every effort to promote high-quality labor to improve production efficiency and output value, and strengthen the training of employees' second specialty so as to strive for elaboration of human resources. 120 --- B Emerging industrial countries join the competition. Response scheme: Gradually replace the old production machines and peripheral equipment with new ones, improve the production level to products with higher added value, and strengthen the research and development capability, so as to achieve the purpose of industrial upgrading and widen the gap between the Company and emerging competitors. C The increasing operating costs, such as environmental protection, transportation, and high oil and electricity prices, have reduced the competitiveness of the industry. Response scheme: Committed to reducing various expenses, researching and developing new products, segmenting product categories from peers, and increasing selling prices. D The order of production and marketing is out of balance, and the global supply exceeds demand. Response scheme: Create a professional image with a clear market positioning, differentiate the brands, meet the needs of different markets, shorten research and development duration, and timely launch products to grasp price advantages. (II) Important uses and production process of main products 1. Important uses of main products (1) Synthetic fiber fabric - used in the manufacturing of various ready-made garments. (2) Processed silk - the raw materials for weaving synthetic fiber fabrics. 121 --- # 2. Production process: # (1) Weaving process:  ---  (2) Process of processed silk: (III) | Name | Main sources | Supply situation | | --- | --- | --- | | Tetoron | Nanya Group | Good | | Processed silk | Far Eastern Group | : | | Tetoron raw silk | Tainan Spinning Co., Ltd. | : | | | Chinatex | : | | | Fang An | | --- (IV) Name, amount and proportion of customers who have sold goods and purchased goods accounting for more than 10% of the total amount in any of the last two years: 1. Information of major trade debtors in the last two years: | | 2024 | | | | 2025 | | | | As of the previous quarter in 2026 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Item | Name | Amount | Ratio of net sales for the whole year (%) | Relationship with the issuer | Name | Amount | Ratio of net sales for the whole year (%) | Relationship with the issuer | Name | Amount | Ratio of net sales for the current year ended in the previous quarter (%) | Relationship with the issuer | | 1 | Customer A | 205,095 | 12.63 | None | Customer A | 197,614 | 12.86 | None | Customer A | 31,112 | 10.57 | None | | 2 | Others | 1,418,474 | 87.37 | | Others | 1,339,387 | 87.14 | | Others | 263,067 | 89.43 | | | | Net sales | 1,623,569 | 100 | | Net sales | 1,537,001 | 100 | | Net sales | 294,179 | 100 | | Note 1 The name of the customer with more than 10% of the total sales volume in the last two years and the amount and proportion of the sales volume shall be listed. However, if the contract stipulates that the customer name shall not be disclosed or the transaction object is an individual and not a related party, the code name shall be used. Note 2 Companies listed or whose stocks have been traded at the business premises of a securities firm shall disclose the most recent financial information audited, certified or reviewed by a CPA as of the printing date of the annual report. --- 2. Main supplier information for the last two years: | | 2024 | | | | 2025 | | | | As of the previous quarter in 2026 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Item | Name | Amount | Ratio of net purchases for the whole year (%) | Relationship with the issuer | Name | Amount | Ratio of net purchases for the current year ended in the previous quarter (%) | Relationship with the issuer | Name | Amount | Ratio of net purchases for the current year ended in the previous quarter (%) | Relationship with the issuer | | 1 | Manufacturer A | 146,212 | 17.73 | None | Manufacturer A | 151,667 | 19.32 | None | Manufacturer A | 34,974 | 19.61 | None | | 2 | Manufacturer B | 135,735 | 16.46 | None | Manufacturer B | 141,533 | 18.03 | None | Manufacturer B | 34,599 | 19.4 | None | | 3 | Manufacturer D | 127,145 | 15.42 | None | Manufacturer C | 131,971 | 16.81 | None | Manufacturer C | 30,964 | 17.36 | None | | 4 | Manufacturer C | 119,602 | 14.51 | None | Manufacturer E | 117,672 | 14.99 | None | Manufacturer E | 20,690 | 11.6 | None | | 5 | Manufacturer E | 95,761 | 11.61 | None | | | | | | | | | | | Others | 200,078 | 24.27 | None | Others | 242,137 | 30.85 | None | Others | 57,106 | 32.03 | None | | | Net purchases | 824,534 | 100 | | Net purchases | 784,980 | 100 | | Net purchases | 178,333 | 100 | | Note 1 The name of the supplier with more than 10% of the gross purchases in the last two years and the amount and proportion of the sales volume shall be listed. However, if the contract stipulates that the customer name shall not be disclosed or the transaction object is an individual and not a related party, the code name shall be used. Note 2 Companies listed or whose stocks have been traded at the business premises of a securities firm shall disclose the most recent financial information audited, certified or reviewed by a CPA as of the printing date of the annual report. --- III. Number of employees, length of service, age and educational background distribution ratio in the last two years | Year | | 2024 | 2025 | As of Feb. 28, 2026 | | --- | --- | --- | --- | --- | | Number of employees | Administrator | 78 | 79 | 75 | | | Technician | 116 | 114 | 107 | | | Operator | 203 | 205 | 203 | | | Total | 397 | 398 | 385 | | Average age | | 43.6 | 43.92 | 44.08 | | Average length of service | | 11.1 | 11.47 | 11.51 | | Educational background distribution ratio | Doctoral degree | 0 | 0.25 | 0.25 | | | Master degree | 1.51 | 1.51 | 1.55 | | | Associate degree | 29.22 | 28.64 | 28.57 | | | High school | 35.52 | 35.18 | 36.1 | | | Below high school | 33.75 | 34.42 | 32.98 | IV. Environmental expenditure information: (I) In accordance with laws and regulations, the permit for setting up pollution facilities or a permit for pollution discharge were applied. The expenses for pollution prevention and control was paid. The personnel responsible for environmental protection shall be appointed. The circumstances of application, payment or appointment: The Company applied for permits in accordance with laws and regulations, including discharge permits for discharging water pollution (self-discharge), operation permits for stationary pollution source, waste cleanup plans, and environmental protection-related documents. Set up relevant environmental protection personnel in accordance with laws and regulations, and pay pollution prevention and control expenses and related expenses on a regular basis. At the same time, this personnel is responsible for regular inspection and maintenance, declaration and environmental protection related operations. The number of water pollution discharge permit is No. H1273-04, and the number of air pollution permit is H30705-03. Signing of contracts related to waste removal or treatment. (II) The products of the Company do not contain environmental protection directive products controlled by ROHS. (III) In the last two years, the Company has not incurred compensation for losses due to environmental pollution. 126 --- (IV) Estimated capital expenditure for environmental protection in the future: Facilities for environmental protection invested and operated by the Company and treatment for air pollution, wastewater, and waste are all implemented in accordance with environmental protection laws and regulations, and comply with environmental protection standards and regulations. In addition, based on the requirements of the regulator, there is no plan for capital expenditure for major environmental protection in the future. V. Labor-management relationship: (I) Current important labor-management agreement and its implementation; 1. Talent recruitment Employees are the key to the Company’s growth. In order to continue to strengthen operating forces, the Company actively recruits outstanding talents in various fields to provide the manpower required by the employer. The Company examines candidates’ character, personality traits, professional knowledge, and work skills, treats candidates of different races, genders, ages, religions, nationalities, or political stances equally, and conducts recruitment through fair and open procedures. The Company cultivates succession team by recruiting young talents. 2. Measures for employee benefits: The Company established an Employee Welfare Committee on Oct. 13, 1976, which is responsible for allocating welfare funds, organizing various welfare activities and providing welfare measures in accordance with the law. To foster a work environment where employees take pleasure in their work, the Company prioritizes the needs and well-being of its employees. By creating a joyful, harmonious, and friendly workplace, and offering multiple Employee Support Programs (ESPs) and benefits, the Company enables employees to achieve a balanced work-life integration. Furthermore, through collaborative efforts with the Employee Welfare Committee, the Company provides a comprehensive and diversified welfare system to ensure that all employees feel a sense of well-being and are properly cared for. For example: travel activities, hiking activities, various club activities, employee health checkups, hospitalization consolation money, birthday gifts, wedding and funeral gifts, maternity grants, and festival gifts. The welfare measures are described as follows: (1) Compulsory participation in labor insurance: In accordance with the Article 6 of the Labor Insurance Act, all employees are required to participate in labor insurance from the day they enter the factory. 127 --- (2) Cash gift for wedding: up to NT$32,000. (3) Maternity grant: Provide employees or their spouses with maternity grants to encourage childbirth. (4) Military service incentive: Encourage male employees to fulfill their military service obligations. (5) Festival gifts or cash gifts, hospitalization consolation money, and birthday gifts: We celebrate with employees during festivals and birthdays, and provide warm care and condolences for employees who are sick and hospitalized. (6) Sightseeing and excursions: organize one-day excursions and hiking activities at least every season and two or three-day excursions and travel activities every year. All employees participate for free. (7) Comfortable dormitory, canteen and clothing: Free air-conditioned dormitory, three meals and uniforms are provided, and a food team is set up to regularly evaluate the food in the canteen. In addition to the general canteen, there is also a vegetarian canteen for vegetarians. (8) Amateur leisure club activities: Professional teachers are hired to teach the employees according to their interests. (9) Leisure and entertainment facilities: There are audio-visual rooms, reading rooms, and recreation rooms for employees, providing free books, magazines, table tennis, billiards, basketball, volleyball for employees. (10) Issuance of common stock for cash and profit sharing system for employees: When the Company proposed issuance of common stock for cash, 10%~15% is reserved for employees to recognized and profit sharing for employees is distributed based on the Articles of Incorporation. In addition, the Company conducts annual surveys of salary levels in the industry to keep track of market salary changes and make appropriate adjustments in order to retain talents. 3. Gender equality and diversity To fulfill its corporate social responsibility, and safeguard the basic human rights of all employees, the Company supports and adheres to the principles stipulated in internationally recognized human rights conventions such as the "Universal Declaration of Human Rights" and the "United Nations Global Compact", including freedom of association, care for disadvantaged groups, prohibition of child labor, elimination of all forms of forced labor, and elimination of employment and job discrimination, etc. The Company also abides by the labor-related laws and regulations of its location, as well as the 128 --- following human rights principles: (1) Diversity, inclusiveness and equal opportunities: The Company is committed to providing the employees with a dignified and safe working environment, implementing diversity in employment, fairness in salary and promotion opportunities, and ensuring that the employees are not subjected to discrimination, harassment or unequal treatment due to race, nationality, language, gender, sexual orientation, age, marital status, political party affiliation, religious belief, appearance, or any other status protected by applicable laws and regulations. (2) Healthy and safe workplace: The Company avoids potential health and safety risks arising from work patterns, regularly assesses and cares for the physical and mental health of the employees; and complies with labor and environmental regulations, prohibits illegal infringements, and prevents discrimination, in order to ensure that the employees have a safe and healthy working environment. (3) Legal working hours management: The Company strictly prohibits forced labor and ensures that the employees are not exposed to the risk of excessive working hours. The Company has clearly stipulated regulations on the working hours and on extension of working hours, and regularly monitors and manages the attendance of the employees. The Company values the diversity of employees and actively encourages the recruitment of minorities or disadvantaged groups. Among all our employees, foreign nationals account for 30.64%, indigenous people account for 1%, and new immigrants account for 2.54%. Where, the number of physically and mentally disabled employees employed is twice the number stipulated by the "People with Disabilities Rights Protection Act" (the Act requires employment of 4 people with disabilities, but the Company actually employs 7. According to the regulations, for the employment of people with severe or more severe physical or mental disabilities, for each such people employed, it shall be counted as two). In addition, for the five indigenous employees currently in service, the Company also respects their cultural customs and legally grants them leave for indigenous ethnic festivals and ceremonies. No incidents of violation of their work rights or human rights have ever occurred. 129 --- Employee ethnicity indicator | Category | Proportion in all employees (%) | Proportion in management level (%) | | --- | --- | --- | | R.O.C. | 69.35 | 100 | | Foreign nationals | 30.64 | 0 | | Indigenous people | 1.87 | 0 | | New immigrants | 2.54 | 0 | Female diversity indicator | Indicator (%) | 2024 | 2025 | | --- | --- | --- | | Proportion of females in all employees | 53.9 | 53.76 | | Proportion of females in all supervisors | 43.48 | 47.88 | | Proportion of females in grassroots supervisors | 47.5 | 50.87 | | Proportion of females in senior managers (CEO ≤ two job levels) | 16.67 | 28.57 | | Proportion of females in revenue-generating units | 23.08 | 23.08 | | Proportion of females in relevant jobs of STEM (science, technology, engineering, mathematics) | 66.67 | 34.88 | Other diversity indicators | Category | | Proportion in full-time equivalents (FTEs) (%) | | --- | --- | --- | | People with physical or mental disabilities | | 1.82 | | All employees | Age <30 years old | 14.29 | | | Age 30-50 years old | 47.79 | | | Age >50 years old | 37.92 | | | Total | 100.00 | ## Remuneration equality Our Company has established a “Remuneration Committee”, which provides the employees with competitive remunerations. Through a transparent and fair remuneration policy, the Company’s operational performance is given back to the employees. For the grassroots employees of the same job category, the remuneration for all hired personnel is the same. For those with relevant professional knowledge, skills and work experience, their remunerations are determined based on their educational background, expertise and certifications, without any differences due to gender or ethnicity. 130 --- | Remuneration equality indicator | Difference (%) | | --- | --- | | Difference in “average” remunerations between male and female employees | 4.46 | | Difference in “median” remunerations between male and female employees | 1.79 | | Difference in “average variable bonus” between male and female employees | 32.39 | | Difference in “median variable bonus” between male and female employees | 9.04 | 1. Further education and training In order to achieve sustainable operate and maintain sustainable competitive advantages, the Company has developed a training system that includes new employee training, management and supervisory training, and professional skills improvement training. In addition to the training system, the Company also places emphasis on change management, such as agility, digital transformation and organizational development trainings, in order to help talents adapt to the fast-changing business environment more flexibly. Through diversified training channels, such as on-the-job training, online training and classroom training, the Company can meet all learning needs of talents and build a learning culture organization. 2. Retirement system: In Nov. 1986, the Company established the Labor Retirement Reserve Supervision Committee in accordance with (1985.7.1) Tai-Nei-Lao-Zi No. 321291 “Rules Governing Organization of Supervisory Committee of Business Entities’ Labor Retirement Reserve” released by the Ministry of Interior. The Company has set up nine committee members who were responsible for reviewing, auditing and supervising the distribution, storage, and expenditure of retirement reserves according to the law. Actuaries regularly conduct pension actuarial calculations and make contributions every year. To implement Article 56 of the Labor Standards Act and Articles 2 and 3 of the Regulations for the Allocation and Management of the Workers’ Retirement Reserve Funds, the Company, in the name of the Labor Retirement Reserve Supervisory Committee, deposits monthly contributions to the pension fund in the pension fund special account of the Trust Department of the Bank of Taiwan to ensure the rights and interests of retired employees. Since Jul. 1, 2005, the Ministry of Labor introduced the new labor pension system. The Company consults with its employees according to law. For employees who select the pension system under the Labor Pension Act and the new employees, the Company will contribute 6% of the employees’ monthly salary to the individual pension accounts of the Bureau of Labor Insurance and retain --- their seniority under the old pension plan until the retirement pension is granted in accordance with the law; the proportion of the employees covered by the pension system is 100%. The retirement matters and pension calculations are handled in accordance with the Labor Standards Act. ## 3. Collective Agreement The Company respects the rights of employees at each production site to exercise the freedom of association, to form trade unions, and to engage in collective negotiations. The Company also holds four labor-management negotiation meetings every year. In addition, the employees can also express their opinions to the management through various internal channels, such as suggestion boxes, supervisors' meetings, and complaint mechanisms, etc. The Company actively promotes a good labor-management relationship, and conducts regular human rights due diligence for stakeholders to prevent labor disputes from occurring. ## 4. Occupational Safety and Health Policy The Company has formulated policies in accordance with the Occupational Safety and Health Act and the regulations of customers and related organizations, and respects the requirements of related stakeholder parties on occupational safety and health in order to build a healthy and happy workplace. With the core concepts of disaster prevention and disaster control, the Company utilizes appropriate management tools, mature technologies and available resources to integrate occupational safety and health issues in factories within the operating sites, proposes effective countermeasures, continues to improve and promote an occupational safety culture, and strengthens the protection management of on-site workers, to create a zero-disaster environment. In addition, the Company has also expanded its activities in occupational safety and health, aiming to enhance the overall occupational safety and health performance of the Company and effectively control risks. ### Monitoring of the working environment in the factory To protect workers from the hazards of harmful substances in the workplace, the Company provides a healthy and comfortable working environment for its employees. It conducts regular monitoring of the working environment every year and strictly controls the actual exposure risks of the staff, to prevent the occurrence of occupational hazards and diseases. ### Work safety education, training and promotion To ensure that the employees are familiar with relevant occupational safety and health regulations, the Company's safety and health management mechanisms, and to promote employee health and well-being, the Company arranges education and 132 --- training program every year. The courses include safety plans, emergency response drills (including fire and earthquake), occupational safety and health, or certificates required by environmental protection regulations, etc. # 5. Employee Satisfaction Survey The Company attaches great importance to communication and interaction with its employees, and complies with Article 22-1 of the Sustainable Development Best Practice Principles. It establishes a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the Company's operations, management and decisions. The relevant survey findings and measures are all disclosed on the Company's website. 6. Employee turnover rate over the past two years, along with its trends and underlying causes | For 2025 | Female | | Male | | | --- | --- | --- | --- | --- | | | Number of employees (persons) | Proportion (%) | Number of employees (persons) | Proportion (%) | | Less than 30 years | 7 | 8.75% | 19 | 23.75% | | 30-50 | 19 | 23.75% | 12 | 15.00% | | Over 50 years | 10 | 12.50% | 13 | 16.25% | | Total | 36 | 45.00% | 44 | 55.00% | | Turnover rate by gender | 45.00% | | 55.00% | | | For 2024 | Female | | Male | | | --- | --- | --- | --- | --- | | | Number of employees (persons) | Proportion (%) | Number of employees (persons) | Proportion (%) | | Less than 30 years | 2 | 3.92% | 13 | 25.49% | | 30-50 | 10 | 19.61% | 14 | 27.45% | | Over 50 years | 11 | 21.57% | 1 | 1.96% | | Total | 23 | 45.10% | 28 | 54.90% | | Turnover rate by gender | 45.10% | | 54.90% | | Note 1. Employee turnover rate $(\%)$ = Number of employees who left during the period/Total number of employees at year-end Note 2. Turnover rate by gender $(\%)$ = Number of employees who left by gender/Total number of employees who left --- The Company’s turnover rate for 2025 remained roughly flat compared to 2024. In terms of gender composition, males remained the predominant group among departing employees. In 2025, the Company strengthened retention measures. It also enhanced and reinforced job transfer and training systems, providing employees with opportunities for skills upgrading, career development, and task challenges to improve the retention of mid-to-high-performing talent. The Company will continue to provide transfer incentives and promotion pathways to maintain a healthy turnover rate. Due to the nature of the industry, the Company has a relatively higher number of male employees. Consequently, in 2025, males continued to account for the majority of departing employees. (II) In the most recent year and as of the printing date of the annual report, the losses suffered due to labor disputes, and the estimated amount and countermeasures that may occur at present and in the future are disclosed. If it cannot be reasonable estimated, the fact that it cannot be reasonable estimated shall be stated; there is no such situation. VI. Cyber security management (I) Cyber security risk management framework, cyber security policy, specific management plan and resources invested in cyber security management: Information security management is aimed at ensuring the security and stability of the information network, preventing abnormal situations in information systems and damage to computer data, which could lead to the inability of the company’s business to continue. The Company has formulated specific information security management regulations, clearly stipulating the management standards for information systems, networks and personal computers, as well as the safety behavior guidelines for employees’ Internet access and email sending and receiving, in order to safeguard the enterprise’s information security. The description of the relevant cyber security risk management framework, cyber security policy, specific management plans and resources invested in cyber security management is as follows: 1. Information security management framework: At present, the information personnel of the Company are under the Management Department and serve as the execution unit for cyber security management. They carry out specific management plans for cyber security prevention and crisis handling, and implement corresponding security control measures. They also continuously improve internal anomaly 134 --- detection and protection methods to reduce the cyber security risks of the enterprise. In accordance with the regulations of the “Regulations Governing Establishment of Internal Control Systems by Public Companies”, the Company has appointed an information security supervisor and information security personnel to be responsible for formulating the Company’s information security policies, planning information security measures, and implementing related information security operations. 2. Information Security Policy: (1) Legal compliance: When carrying out business, the Company shall abide by the relevant government regulations and standards concerning cyber security and personal data protection. (2) Information security education: The Company conducts regular cyber security education and training every year, promoting the cyber security policies and regulations on implementation. (3) Plan resources: The Company has established an information asset management mechanism to coordinate the allocation and effective utilization of resources, and to address security issues. (4) Prevention in advance: Before the establishment or launch of new information systems or services, security factors should be taken into consideration to prevent the occurrence of security risks. (5) Security monitoring: The Company establishes information security monitoring and protection measures, and conducts regular reviews. (6) Authorized management: The Company has clearly defined the usage permissions for information systems, network services, and sensitive information, to prevent unauthorized access. (7) Review and improvement: The Company formulates and implements internal and external audit activities to enforce the cyber security management system, and takes measures to improve any areas that have not been fully addressed. (8) Business continuity: The Company has formulated an ongoing operational plan for cyber security and conducted actual drills to ensure that it can respond effectively in the event of a sudden incident. (9) Information security culture: All personnel are responsible for cyber security, and should understand and abide by the relevant cyber security regulations, and implement them in their job duties. Based on the level of information security risk appetites identified by the Company’s information unit, there is no need to make information security risks 135 --- covered by insurance at this time. 3. Information security control measures: (1) Cyber security management mechanism: A The Company has established a professional firewall to detect intrusions, filter malicious websites, and defend against advanced persistent threats, in order to prevent malicious attacks and illegal intrusions from external networks. B Data transmission between each factory is encrypted to prevent it from being illegally intercepted during the transmission process. C The Company blocks and monitors suspicious traffic on a daily basis. (2) System access control: A The use of various application systems within the Company requires going through the information service demand application procedure. After being approved by the responsible supervisor, an account will be established by the information personnel. And the permissions will be granted by the system administrators according to the requested functions before the system can be used. B The password for the account must meet the prescribed complexity requirements in order to be registered and used. The password must be changed regularly. C When an employee goes through the resignation procedures, he/she needs to immediately consult the information staff to complete the termination of various system accounts and permissions. (3) Implementation of information security training: A The Company holds regular information security education training sessions and courses on the Personal Data Protection Act every year. B The Company has incorporated security training courses into the education and training programs for new employees. C The Company enhances the information security awareness of its employees and regularly disseminates the latest information security risk reports. (4) Virus protection and management: A The Company has installed endpoint protection software for both the servers and the computers of its employees. The virus codes are updated automatically to ensure that the latest viruses can be blocked. 136 --- B It protects the enterprise's emails from being disturbed by viruses, spam emails and unknown email contents. (5) Guarantee of system availability: A The Company has established a hardware virtualization system to enhance system availability and fault tolerance. B The Company has established a backup management system. It regularly saves daily backup data in one copy in the machine room and another copy in an off-site location for mutual backup. C The Company regularly conducts disaster recovery drills to test the availability of recovered backup files. (6) Computer equipment security management: A The Company conducts an inventory management of information equipment, replaces and upgrades high-risk equipment. B The core host, various application servers and network equipment of the Company are all located in a dedicated machine room. The machine room is always locked and strictly controlled to manage the entry and exit of personnel, and records are kept for future reference. C The information machine room is equipped with uninterrupted independent air conditioning and an uninterrupted power supply system to maintain the operation of the server equipment at an appropriate temperature, and to ensure the normal operation of the system in case of power failure. VII. The conclusion of important contracts: as of the printing date of the annual report, it is still valid. Supply and marketing contracts, technical cooperation contracts, engineering contracts, and long-term borrowing contracts due in the most recent year. And the parties, main content, restrictive clauses and contract start and end dates of other important contracts that can affect shareholders' equities and interests: None. 137 --- # Chapter V. Review and Analysis of Financial Position and Financial Performance and Risk Matters I. Financial position: The material reasons for significant changes in assets, liabilities, and equity in the last two years and their impact. If the impact is material, future contingency plans shall be described. Monetary unit: NT$ thousand | Year Item | 2024 | 2025 | Difference | | | --- | --- | --- | --- | --- | | | | | Amount | % | | Current assets | 956,138 | 879,358 | -76,780 | -8.03% | | Non-current assets | 969,794 | 1,104,316 | 134,522 | 13.87% | | Total assets | 1,925,932 | 1,983,674 | 57,742 | 3.00% | | Current liabilities | 333,480 | 595,102 | 261,622 | 78.45% | | Non-current liabilities | 19,132 | 11,094 | -8,038 | -42.01% | | Total liabilities | 352,612 | 606,196 | 253,584 | 71.92% | | Share capital | 1,298,338 | 1,298,338 | 0 | 0.00% | | Capital reserve | 68,611 | 70,540 | 1,929 | 2.81% | | Retained earnings | 258,468 | 97,174 | -161,294 | -62.40% | | Total shareholders’ equity | 1,573,320 | 1,377,478 | -195,842 | -12.45% | | Note: No material differences | | | | | --- II. Financial performance: The material reasons for significant changes in operating revenue, operating net profit, and pre tax net profit in the last two years, as well as the expected sales volume and its basis, the potential impact on the Company's future financial business, and corresponding plans. (I) Comparative analysis of business results: Unit: Amounts expressed in NT$ thousand | | 2024 | 2025 | Increase (decrease) | Fluctuation | | --- | --- | --- | --- | --- | | Net amount of the operating income | 1,623,569 | 1,537,001 | -86,568 | -5.33% | | Operating cost | 1,506,959 | 1,506,864 | -95 | -0.01% | | Gross profit | 116,610 | 30,137 | -86,473 | -74.16% | | Operating expenses | 163,709 | 155,197 | -8,512 | -5.20% | | Operating profits | -47,794 | -125,659 | -77,865 | 162.92% | | Non-operating income and expenditure | 54,557 | -14,465 | -69,022 | -126.51% | | Pre tax benefits of continuing operating departments | 6,763 | -140,124 | -146,887 | | | Income tax expense | 5,447 | 3,130 | -2,317 | | | Post tax benefits of continuing operating departments | 12,210 | -136,994 | -149,204 | | | Other comprehensive income | -7,322 | -28,310 | -20,988 | | | Total comprehensive income (loss) for the year | 4,888 | -165,304 | -170,192 | | | Analysis of changes in increase or decrease: | | | | | | I. Revenue and gross profit have declined, mainly due to exchange rate fluctuations and differences in the types of products sold. | | | | | (II) Expected sales quantity and its basis: Based on factors such as production capacity, sales location differences, and business cycles, the Company's sales departments estimate the sales volume of long fiber fabrics to be 19,336 thousand yards and the sales volume of processed silk to be 17,532 metric tons in 2026. --- III. Cash flow: An analysis and explanation of the changes in cash flow for the most recent year, a plan to improve liquidity, and a cash flow analysis for the next year. Cash Flow Analysis in the Most Recent Year Unit: NT$ thousand | Cash balance at the beginning of the period | Net cash flow from operating activities throughout the year | Annual cash inflows (outflows) | Cash surplus (insufficient) amount | Remedial measures for insufficient cash | | | --- | --- | --- | --- | --- | --- | | | | | | Investment plan | Financial plan | | 95,153 | (16,133) | (57,336) | 37,817 | -- | -- | | 1. Analysis of changes in cash flow this year: There are no material investment and financing activities for this year. 2. Remedial measures and liquidity analysis for expected cash shortfall: None. | | | | | | Cash Liquidity Analysis in the Next Year Unit: NT$ thousand | Cash balance at the beginning of the period | Net cash flow from operating activities throughout the year | Annual cash inflows (outflows) | Cash surplus (insufficient) amount | Remedial measures for insufficient cash | | | --- | --- | --- | --- | --- | --- | | | | | | Investment plan | Financial plan | | 37,817 | (29,554) | (45,372) | 50,172 | -- | -- | | 1. Analysis of cash flow changes in the next year: No significant investment or financing activities are expected for the current year. 2. Remedial measures and liquidity analysis for expected cash shortfall: None. | | | | | | IV. The impact of material capital expenditures on financial operations in the most recent year: There are no plans for material capital expenditures. V. Re-investment policy of the most recent year, main reasons for its profit or loss, improvement plan and investment plan for the next year: No such situation. 140 --- VI. Risk management analysis and assessment items: (I) The impact of changes in interest rates, exchange rates, and inflation on the Company's profits and losses and future response measures: | Item | Impact on company profit and loss | Future response measures | | --- | --- | --- | | Interest rate changes | In 2025, the Taiwan dollar interest rate was relatively flat, and the interest expenses were NT$6,979 thousand. | Decreased amount of borrowings | | Exchange rate fluctuations | In 2025, sharp fluctuations in the USD exchange rate led to a net exchange loss of NT$5,940 thousand. | Strengthen the use of exchange rate hedging measures. Foreign currency asset and liability positions generated from import and export businesses are assessed based on prevailing exchange rate trends while taking booking costs into account. Moving forward, the Company will continue to adopt appropriate strategies to contain exchange valuation losses from rate fluctuations within a reasonable level, and mitigate their impact on the Company’s profit and loss. | | Inflation | Affected by geopolitical tensions, raw material prices have fluctuated drastically | The Company deepens partnerships with customers and suppliers by negotiating pricing in advance to stabilize raw material costs. In addition, the Company optimizes its high-value-added product portfolio to raise selling prices and gross margins, offsetting the adverse cost impacts brought by inflation. | (II) The policies, main reasons for profits or losses, and future response measures for engaging in high-risk and highly leveraged investments, lending funds to others, endorsements and guarantees, and trading in derivative products: The Company has not engaged in high-risk or highly leveraged investments in the most recent year, nor has there been any lending of funds to others or endorsement or guarantee for others. As for derivative product transactions, we operate forward foreign exchange based on the actual needs of the Company and report to the Board of Directors for approval on a quarterly basis in accordance with regulations. --- (III) Future research and development plans and expected R&D expenses: | Item | Research and development plan | Input expense (NT$1,000) | Estimated time for mass production | | --- | --- | --- | --- | | 1 | Textiles with high elasticity and natural fiber feeling | 800 | Oct. 2026 | | 2 | Intelligence textiles with temperature regulation function | 950 | Jun. 2026 | | Influencing factors: the combination of functional raw materials and post-processing | | | | (IV) The impact of important domestic and foreign policies and legal changes on the Company's financial operations and corresponding measures: None. (V) The impact of technological and industrial changes on the Company's financial operations and corresponding measures: None. (VI) The impact of corporate image change on corporate crisis management and corresponding measures: None. (VII) Expected benefits, potential risks, and response measures for mergers and acquisitions: None. (VIII) Expected benefits, possible risks, and corresponding measures for expanding the factory building: None. (IX) Risks faced by centralized purchase or sales and corresponding measures: None. (X) Directors or major shareholders holding more than 10% of the shares, and the impact, risks, and response measures of significant transfer or replacement of equity on the Company: None. (XI) The impact, risks, and response measures of changes in management rights on the Company: None. (XII) Litigation or non-litigation events shall include major litigation, non-litigation, or administrative disputes that have been determined by judgment or are still under consideration by the Company, its directors, supervisors, President, substantive responsible persons, major shareholders holding more than 10% of the shares, and affiliated companies. If the outcome may have a significant impact on shareholder equity or securities prices, the disputed facts, underlying amount, and commencement date of the litigation shall be disclosed. The main parties involved in the lawsuit and their handling status as of the printing date of the annual report.: None. (XIII) Other important risks and corresponding measures: None. --- (XIV) Information security risk assessment and analysis: 1. In order to ensure the security of information systems and equipment, prevent anomalies in information systems, and strengthen personal data protection, The Company has established relevant measures and handling guidelines for compliance and use. Operating systems, applications, and network systems are subject to hierarchical control based on user permissions to effectively control the risks that enterprise information systems may face, and data is backed up in the cloud to ensure data security and maintain enterprise operations. 2. The global information network is booming, and social networking software is constantly improving and innovating. In order to ensure that employees can safely use network software without being attacked by malicious programs and computer viruses, the Company has planned the following protective measures: (1) Establish access control, verify identity when logging into the system, regularly change passwords, and regularly ask manufacturers to scan workstations to strengthen endpoint protection. (2) Install firewall and anti-virus software to block malicious attacks. (3) Use the enterprise version of GMAIL to effectively manage emails. (4) Regularly provide information security education to employees to strengthen their awareness of security risks. (5) Every year, manufacturers are invited to inspect the asset safety protection measures and purchase relevant software and hardware to ensure their effectiveness. (6) Add L3 network switches, establish VLAN rules to segment network segments, and strengthen the internal network architecture of the enterprise. (7) Vulnerability scanning and penetration testing are conducted every year to identify and repair possible vulnerabilities, ensure system and network security, avoid intrusion event, and ensure that the Company's data and customer information are properly protected. VII. Other important matters: None. 143 --- Chapter VI. Special Matters to be Recorded I. Relevant data of affiliated enterprises: (I) Business Report on merger of affiliated enterprises: 1. Organizational chart of affiliated enterprises  2. Basic information of various affiliated enterprises | Enterprise name | Establishment date | Address | Paid-in capital | Main business or production item | | --- | --- | --- | --- | --- | | Chang Hui Investment Co., Ltd. | Nov. 18, 1997 | 11F., No. 70-1, Xining N. Rd., Datong Dist., Taipei City, Taiwan (R.O.C.) | NT$190,000,000 | Investment industry | 3. Assuming that there is a controlling and subordinate relationship with the same shareholder information: None. 4. Information on directors, supervisors, and Presidents of various affiliated enterprises Unit: shares; % | Enterprise name | Title | Name or representative | Shares held | | | --- | --- | --- | --- | --- | | | | | Number of shares or capital | Shareholding ratio | | Chang Hui Investment Co., Ltd. | Chairman Director Supervisor | Chen, Chien-Hsin Chuang, Yao-Ming Chang, Yu-Yuan | | | --- 5. Overview of the operations of various affiliated enterprises | Enterprise name | Capital amount | Total asset value | Total liabilities | Net value | Operating revenue | Operating gains (losses) | Profit or loss in the current period (Post-tax) | Profit and loss per share (NT$) (Post-tax) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Controlling company: Taiwan TAFFETA Fabric Co., Ltd. | 1,298,338 | 1,983,674 | 606,196 | 1,377,478 | 1,537,001 | (125,659) | (136,994) | (1.12) | | Subsidiary company: Chang Hui Investment Co., Ltd. | 190,000 | 236,895 | 1,280 | 235,615 | 10,414 | (1,455) | 23,310 | | 6. Overview of the relationship between affiliated companies and controlling companies: Not applicable. (II) Consolidated financial statements of related enterprises: The Company and its subsidiaries in 2009 (from Jan. 1, 2009 to Dec. 31, 2009) in accordance with the "Preparation Criteria for Consolidated Business Reports, Consolidated Financial Statements, and Affiliate Reports Of Related Enterprises" The companies that shall be included in the preparation of the consolidated financial statements of affiliated enterprises are the same as the companies that shall be included in the preparation of the consolidated financial statements of parent and subsidiary companies in accordance with the Financial Accounting Standards Bulletin No. 7, and the relevant information that shall be disclosed in the consolidated financial statements of affiliated enterprises has been disclosed in the previous consolidated financial statements of parent and subsidiary companies, so no separate consolidated financial statements of affiliated enterprises will be prepared. (III) Affiliation report: The Company has no circumstances that require the preparation of an affiliation report. --- II. For the most recent year and as of the printing date of the annual report, the status of private placement of securities shall be disclosed, including the date and amount of approval by the shareholders’ meeting or Board of Directors, the basis and rationality of price setting, the method of selecting specific individuals, the necessary reasons for conducting private placement, private placement targets, qualification conditions, subscription quantity, relationship with the Company, participation in company operations, actual subscription (or conversion) prices. The difference between the actual subscription (or conversion) price and the reference price, the impact of private placement on shareholders’ equity, the completion of the fund utilization plan from the time the stock funds or prices are fully received, the fund utilization status of private placement securities, the progress of plan execution, and the manifestation of plan benefits: None. 146 --- III. For the most recent year and as of the printing date of the annual report, the holding or disposal of the Company’s stocks by subsidiaries: | Investee | Paid-in capital | Source of funds | The Company’s shareholding ratio | Date of acquisition or disposal | Number and amount of shares acquired | Number and amount of shares disposed | Profit or loss of investment | Number and amount of shares held as of the printing date of annual report | Situation of setting pledge rights | The Company endorses and guarantees the amount for its subsidiaries | Amount of loans from the Company to subsidiaries | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Chang Hui Investment Co., Ltd. | NT$ 190,000 thousand | Capital increase | 100.00 | 2025.01.01 - 2025.12.31 | None | None | None | | None | None | None | | | | | | As of the printing date of the annual report this year | None | None | None | 7,714,103 shares NT$114,940 thousand | None | None | None | Note 1 Please list them separately by subsidiary. Note 2 The amount referred to refers to the actual. Note 3 The holding and disposal situations shall be listed separately. Note 4 And explain its impact on the Company’s financial performance and financial position. IV. Other necessary supplementary explanations: None. V. Matters that have a significant impact on shareholder equity or securities prices for the most recent year and as of the printing date of the annual report: None. VI. If the company and its affiliated enterprises encounter financial turnover difficulties in the most recent year and as of the printing date of the annual report, the impact on the financial position of the Company: None VII. Achievements of financial forecasts for the last two years: Not applicable. --- Taiwan TAFFETA Fabric Co., Ltd. Chairman: Chuang, Yao-Ming Printed on May 10, 2026 148 | |||