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UNEEC — Annual Report 2025
May 22, 2026
52247_rns_2026-05-22_a56a00de-e6a2-40f0-9559-1387a6188477.pdf
Annual Report
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uneec
Stock code : 3013
CHENMING ELECTRONIC TECHNOLOGY CORPORATION
2025
Annual Report
Published April 24, 2026
This annual report is also http://mops.twse.com.tw/
available on: http://www.uneec.com/
I. Spokesperson:
Name: Chuang Chia-Ying
Title: Assistant Vice President of Finance Division
Tel.: (02)2797-3999
E-mail: [email protected]
Acting Spokesperson:
Name: Su Chung-Ching
Title: Manager, Finance Division
Tel.: (02)2797-3999
E-mail: [email protected]
II. Address and contact number of the headquarters, branches and factory sites
Headquarters: 2F, No. 27, Section 6, Minquan East Road, Neihu District, Taipei City (02) 2797-3999
Factory: No. 18, Songjiang North Road, Zhongli District, Taoyuan City (03) 452-5599
III. Stock transfer agent:
Name: Agency Department of CTBC Bank Co., Ltd.
Address: 5F, No. 83, Section 1, Chongqing South Road, Zhongzheng District, Taipei City
Tel.: (02)6636-5566
http://www.ctbcbank.com
IV. Attesting CPAs for the financial statements for the most recent year:
Name of KPMG Taiwan accounting firm:
Name of CPAs: Michelle Wang, Yvette Chien
Address: 68F, No. 7, Section 5, Xinyi Road, Xinyi District, Taipei City
Tel.: (02)8101-6666
http://www.kpmg.com.tw
V. Name of overseas securities exchange on which securities are listed and trading, and inquiry method: Not applicable.
VI. Company website:
http://www.uneec.com/
Table of Contents
One. Letter to Shareholders
I. 2025 Business results
(I) Financial performance ... 1
(II) Research and development progress ... 2
II. Summary of 2026 business plan
(I) Operational guidelines ... 2
(II) Research and development plans ... 2
(III) Expected sales volume and basis ... 3
III. Future development strategies ... 3
IV. Impacts of the competitive environment, regulatory environment, and the overall business environment ... 3
Two. Corporate Governance Report
I. Background information of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and the heads of various departments and branches:
(I) Directors and supervisors ... 6
(II) Background information of the President, Vice Presidents, Assistant Vice Presidents, and heads of departments and branch offices ... 10
II. Remuneration paid to directors, supervisors, the President, and Vice Presidents in the most recent year ... 11
(I) Remuneration paid to directors, supervisors, the President, and Vice Presidents in the last year ... 11
(II) Disclosure of compensations to the five top-paid managers, if any of the circumstances listed in Item 2-1 or Item 2-5, Subparagraph 3, Article 10 of the guidelines apply ... 14
(III) Amount of compensation paid in the last 2 years by the Company and all companies included in the consolidated financial statements to the Company's directors, supervisors, President, and Vice Presidents, and their respective percentages to standalone or separate net income, as well as the policies, standards, and packages by which they were paid, the procedures through which compensations were determined, and their association with business performance and future risks. ... 15
III. Corporate governance
(I) Functionality of board of directors ... 18
(II) Functionality of the Audit Committee ... 20
(III) Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies ... 23
(IV) Disclose the composition, responsibilities, and functioning of remuneration committee or nomination committee, if available ... 32
(V) Sustainable development practices; deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof ... 36
(VI) Climate-related information ... 50
(VII) Implementation of ethical management, and deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies ... 58
(VIII) Other information material to understanding corporate governance within the Company ... 63
(IX) Internal control ... 64
(X) Major resolutions passed in shareholder meetings and board of directors meetings in the most recent year up until the publication date of annual report ... 65
(XI) Documented opinions or declarations made by directors or supervisors against board resolutions in the most recent year, up till the publication date of this annual report ... 66
IV. Disclosure of auditors' remuneration
(I) Disclosure of audit fee and non-audit fee paid to the auditor, accounting firm, and affiliated companies, and details of non-audit services ... 66
(II) Any change of accounting firm that resulted in the reduction of audit fee from the previous year; disclose audit fees before and after the change and the cause of such change ... 66
(III) In the case of any reduction in audit remuneration by more amount than 10% compared to the previous year, please state the amount, the percentage and reason of such variation ... 66
V. Change of auditor
(I) Information relating to the former auditor ... 66
(II) Information relating to the succeeding auditor ... 66
(III) The former CPA's response to the items referred to in Subparagraphs 1 and 2-3, Paragraph 6, Article 10 of the Standards ... 66
VI. Disclosure of any of the Company's Chairman, President, or managers responsible for financial or accounting affairs being employed by the external auditor's firm or any of its affiliated company in the most recent year ... 67
VII. Details of shares transferred or pledged by directors, supervisors, managers and shareholders with more than 10% ownership interest in the last year, up till the publication date of this annual report
(I) Details of shares transferred or pledged by directors, supervisors, managers, or shareholders with more than 10% ownership interest ... 67
(II) Disclosure of shares transferred to related parties ... 67
(III) Disclosure of shares pledged to related parties ... 67
VIII. Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relative within the second degree of kinship of another ... 68
IX. Investments jointly held by the Company, the Company's directors, supervisors, managers, and enterprises directly or indirectly controlled by the Company; disclose shareholding in aggregate of the above parties ... 69
Three. Fundraising Status
I. Capital and shares
(I) Source of capital...70
(II) List of major shareholders...73
(III) Dividend policy and implementation status of the Company
1. Dividend policy...73
2. Dividend distribution proposed for the next annual general meeting...73
3. Expected change in dividend policy...73
(IV) Impacts of proposed stock dividends on the Company’s business performance and earnings per share...73
(V) Remuneration of employees, directors and supervisors
1. Percentage and range of employees’/directors’s/supervisors’ remuneration stated in the Articles of Incorporation...73
2. Basis of calculation for employee/director/supervisor remuneration and share-based compensations; and accounting treatments for any discrepancies between the amounts estimated and the amounts paid...74
3. Remuneration passed by the Board of Directors...74
4. Employees’/directors’s/supervisors’ remuneration paid in the previous year...74
(VI) Shares repurchased by the Company...74
II. Corporate bonds (including offshore corporate bonds), preferred shares, overseas depository receipts, employee stock options, restricted employee shares, and merger/acquisition/divestment or exchange of shares
(I) Corporate bonds...75
(II) Preferred shares, overseas depository receipts, employee stock options, restricted employee shares, or merger/acquisition/divestment through exchange of shares...77
III. Progress on planned use of fund...78
Four. Business Overview
I. Operations
(I) Scope of business...79
(II) Industry overview...80
(III) Technological research and development...81
(IV) Long and short-term business plans...81
II. Market and sales overview
(I) Market analysis...81
(II) Main product applications and production processes...83
(III) Supply of key materials...83
(IV) Name of customer representing more than 10% of total purchases (sales) in any of the previous two years, and the amount and percentage of purchase (sale), and the cause of any variation...84
III. Employee size, average years of service, average age, and academic background in the last 2 years up till the publication date of this annual report...86
IV. Contribution to environmental protection
(I) Describe any losses suffered by the Company in the most recent three years and up to the date of publication of the annual report due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, the substance of the legal violations, and the content of the dispositions), and the responsive measures thereof. 86
(II) Describe the current pollution situation and how improving the situation may affect the company's earnings, competitiveness, and capital expenditure; estimate major capital expenditures on environmental protection in the next 3 years. 86
V. Labor-management relations
(I) Availability and execution of employee welfare, education, training and retirement policies; elaborate on the agreements between employers and employees, and protection of employees' rights. 86
(II) Losses arising as a result of employment disputes in the last year up until the publication date of annual report (including violations against Labor Standards Act found during labor inspection; explain the date of penalty, reference number, the laws violated, the violating action, and the nature of penalty); disclose current and possible future losses and state any response actions. 87
VI. Cybersecurity management. 88
(I) Explain the cybersecurity risk management framework, cybersecurity policy, management practices, and resources committed. 88
(II) Losses and possible impacts as a result of major cybersecurity incident in the last year up until the publication date of annual report, and response measures. 91
VII. Major contracts. 91
Five. Review and Analysis of Financial Position and Business Performance, and Risk Management Issues
I. Financial position. 92
II. Financial performance. 93
III. Cash flow. 94
IV. Material capital expenditures in the last year and impacts on business performance. 94
V. Causes of profits or losses incurred on investments in the last year, and any improvements or investments planned for the next year. 94
VI. Evaluation of risk management issues in the last year up till the publish date of this annual report
(I) Impact of interest rate, exchange rate, and inflation on the Company's earnings, and responsive measures. 94
(II) Policies on high-risk and highly leveraged investments, loans to third parties, endorsements / guarantees, and trading of derivatives; describe
the main causes of any profits or losses incurred and future responsive measures 96
(III) Future research and development plans and projected expenses 96
(IV) Financial impacts and responsive measures in the event of changes in local and foreign regulations 96
(V) Financial impacts and response measures in the event of technological or industrial changes (including cybersecurity risks) 97
(VI) Crisis management, impacts, and responsive measures in the event of a change in corporate image 98
(VII) Expected benefits, risks and responsible measures in relation to mergers and acquisitions 98
(VIII) Expected benefits, risks and responsive measures associated with plant expansions 99
(IX) Risks and responsive measures associated with concentrated sales or purchases 99
(X) Impacts, risks and responsive measures following a major transfer of shareholding by directors, supervisors, or shareholders with more than $10\%$ ownership interest 99
(XI) Impacts, risks and responsive measures associated with a change of management 100
(XII) Litigation and non-contentious cases 100
(XIII) Other material risks and responsive measures 100
VII. Other important disclosures 100
Six. Special Remarks
I. Information of affiliated companies 101
II. Private placement of securities in the last year up till the publication date of this annual report 103
III. Other supplementary information 103
Seven. Occurrences Significant to Shareholders' Equity or Securities Price, as Defined in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act, in the Last Year Up Till the Publication Date of Annual Report 103
One. Letter to Shareholders
Dear Shareholders,
We express our deepest gratitude for shareholders' support to the management in the past year. Looking back on 2025, the global economic environment continued to be affected by high interest rate policies, geopolitical developments, and supply chain adjustments. Nevertheless, investment momentum related to artificial intelligence (AI), high-performance computing (HPC), and cloud data centers continued to strengthen, driving steady growth in demand for high-end servers and their key structural components. Benefiting from the development of AI, Chenming's revenue reached a record high. The Company also achieved fruitful results in water-cooling cabinet technology, earning customer recognition and cooperation. In response to customer demands, our production bases are established not only in Taiwan but also in Dongguan and Ningbo, China. The Thailand factory under construction is expected to begin operations this year, injecting new momentum into the Chenming Group and bringing promising contributions to our revenue. Looking ahead to 2026, global AI applications continue to expand. Investments in high-power, high-density servers by cloud service providers and enterprise customers are expected to continue, driving growth in demand for high-end server structural components. Supply chain stability and technological capabilities will become the key factors for customers when choosing partners. In light of emerging trends such as AI, 5G, IoT applications, and cloud-based services, Chenming will be undergoing aggressive digital transformation as a means to increase revenues, asset size, and profits in shareholders' favor.
I. 2025 business performance:
(I) Financial performance
1. Business results
The 2025 consolidated operating revenue, net was NT$10,554,728 thousand. The 2025 net profit was NT$827,010 thousand, with EPS of NT$4.03, growing by 11.02% from that of NT$3.63 in the previous year. The Company will uphold the ethical management policy to expand its business actively and ensure the ongoing business growth in the intensive industrial competition.
- Budget implementation: The Company did not publish any financial forecast for 2025.
- Incomes, expenses, and profitability analysis
| Item | 2025 | 2024 | |
|---|---|---|---|
| Return on assets | 9.14% | 9.72% | |
| Return on shareholders' equity | 17.14% | 18.96% | |
| As a percentage of paid-in capital (%) | Operating profit | 54.57% | 39.14% |
| Pre-tax profit | 52.36% | 44.67% | |
| Net profit margin | 7.84% | 7.76% | |
| EPS | 4.03 | 3.63 |
(II) Research and development progress
- Completed the 1U and 2U Intel Edge MHS server design.
- Completed the Intel DC-MHS MDNO TYPE-2 2U server design.
- Developed the iteration of immersion cooling equipment.
- Development of 50KW air-assisted liquid cooling cabinets/energy-saving cabinets.
- Development of water-to-air, water-to-water, and other liquid cooling heat dissipation products.
- Development of testing, validation, and cooling solutions for various heat transfer and heat dissipation methods.
II. Summary of 2026 business plan:
(I) Operational guidelines
- Manufacturing
The Company will continue increasing the weight of automated production while introducing automation modules, advanced manufacturing technologies, Industry 4.0, and smart production solutions for greater efficiency. Additional investments will be made at appropriate timing to expand current facilities and incorporate new and enhanced processes for higher production yield.
- Products
The Company will continue to promote AI server-related products and provide customers with water-cooling and immersion-cooling solutions. It will also continue to deepen customer services for server chassis and liquid-cooling cabinets to secure new orders.
- Management
The Company will be adopting a total quality management approach that emphasizes on improving operational performance through enhanced organization and personnel allocation, and maintaining consistent growth in business and profitability through reduced production cost and improved cost structure.
- Market development
In response to the upcoming age of IoT, AI and 5G, the Company will continue promoting the use of existing products to create market demand, while developing AI server-related products proactively and provide solutions for water cooling and immersion liquid cooling to satisfy customers' demand.
(II) Research and development plans
- Edge MHS Server extension design.
- Development of noise-reducing server racks.
- Development of dual-width server racks.
- Development of power racks and BBUs.
- Leak-proof system prototype design.
(III) Expected sales volume and basis
Driven by the AI industry, the server industry has continued to experience robust
growth. Trends such as hybrid work and learning, cloud computing, the Internet of Things, the metaverse, and artificial intelligence, together with enterprises' digital transformation and broader adoption of cloud services, have driven demand for cloud services and computing, thereby increasing demand for server deployment. According to TrendForce's latest AI server research report, North American cloud service providers (CSPs) continue to strengthen their investments in AI infrastructure, which is expected to drive global AI server shipments to grow by more than 28% year-on-year in 2026. In addition, the massive computing workloads generated by AI inference services are also bringing general servers into a replacement and expansion cycle. Accordingly, TrendForce estimates that global server shipments, including AI servers, will increase by 12.8% year-on-year in 2026, representing a higher growth rate than in 2025. Looking at the AI server market in 2026, shipment momentum is expected to come mainly from North American CSPs, sovereign cloud projects by governments worldwide, and major CSPs accelerating the development of their own ASICs, as well as the growing adoption of edge AI inference solutions. In terms of AI chips used, GPUs are expected to account for 69.7%, remaining the largest category. Models equipped with NVIDIA GB300 are expected to become the mainstream shipments, while VR200 is expected to gradually ramp up in volume in the second half of the year. The continued boom in generative AI is expected to drive growth in global AI server shipments and support demand in the global server industry and market. However, as product specifications differ, and the materials used and processing methods also vary, the expected sales volume of the Company's metal structural components is not meaningful as an indicator. The Company will continue to aim for growth exceeding the industry average.
III. Future development strategies
Chenming will continue improving competitiveness and exploring market opportunities in fields such as smart innovation, technological application, industrial evolution, cloud computing, and AI. Through the continuous enhancement of its R&D, technology, quality, and design capabilities, the Company aims to meet the trend toward diversified products and maintain steady development in response to intense future industry competition. The Company will continue to deepen its presence in AI server and cloud server products, develop water-cooling and liquid-cooling thermal solutions, and actively introduce Industry 4.0 smart production by deploying automated equipment. It will also establish physical and virtual platforms to build an efficient logistics system and management framework, thereby achieving rapid service and cost reduction. The Company will move toward an operating model oriented around smart manufacturing and the application of technology, ensuring a solid foundation for sustainable operations.
IV. Impacts of the competitive environment, regulatory environment, and the overall business environment
(I) The external competitive environment:
The Company’s main products are server chassis, liquid-cooling cabinets, and related products. The vigorous development of the server industry is driven by the AI industry, and so is the new opportunities that drive the related industry supply chain to move forward. The Company seizes the market trend and continues to implement automated production and intelligent process management to improve production efficiency and product quality. Internally, Chenming is committed to innovation, R&D, provision of solutions for water cooling and immersion liquid cooling, cost reduction and cost structure optimization, implements application of new materials and process enhancement. Externally, the Company takes the initiative to raise product visibility, explore new customers, and increase in the involvement in development of existing customers to create differentiated competitive advantages.
(II) The regulatory environment:
The Company has complied with regulatory requirements and will be introducing supporting measures and policies such as: independent director system, corporate social responsibility policy, directors liability insurance, manager on-job training etc. to enhance corporate governance.
(III) The overall business environment:
Given the world-wide adoption of new technologies such as smart manufacturing, smart factory, IoT, AI, big data, cloud computing, cybersecurity, and 5G, production and sale of consumer electronic parts and IT products still exhibit immense potentials in the future. The Company will keep aiming at intelligence, innovation, technological application, industrial evolution and cloud computing to upgrade its competitiveness and control the market opportunity.
Due to the impact of high interest rate policies, geopolitical developments, and supply chain adjustments, corporate capital expenditures have become more conservative, and global GDP growth has slowed. The Company’s management team remains highly vigilant and will respond to changing conditions with a rigorous and responsible approach. The Company will continue to optimize its cost structure, steadily deepen relationships with existing partners based on integrity and mutual benefit, and proactively develop future customers with an enterprising spirit. Through these efforts, the Company aims to maintain its competitive advantages, create innovative value, and pursue profit growth. We have been refining our management practices to ensure the sustainability and consistency of chenming's business growth. By making ongoing improvements to R&D, technology, quality, and design capacity, the Company not only satisfies the market's demand for product diversity, but also prepares itself with the solid foundation needed to withstand intensifying competition of the industry in the future. Meanwhile, the Company responds to shareholders' support and expectations by directing attention towards corporate governance, social responsibilities, and equity enhancement.
Lastly, on behalf of all employees, I would like to extend my most sincere gratitude to all our shareholders, and look forward to the outstanding
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performance from the management team.
Chairman: Lin Mu-Ho
Two. Corporate Governance Report
I. Background information of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and the heads of various departments and branches:
(I) Directors and supervisors
- Directors' and supervisors' background
April 14, 2026
| Title
(Note 1) | Nationality or place of registration | Name | Gender/age (Note 2) | Date elected/appointed | Term of office | Date first elected (Note 3) | Shareholding when elected | | Number of shares held currently. | | Shares held by spouse and underage children | | Shares held by proxy | | Main career (academic) background (Note 4) | Concurrent position in the Company and in other companies | Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads | | | Remarks (Note 5) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | | | Title | Name | Relationship | |
| Chairman | The Republic of China | Lin Mu-Ho | Male 71-80 | 2023/06/16 | 3 | 1976/06/17 | 30,000,230 | 15.31% | 29,369,230 | 14.32% | 0 | 0% | 0 | 0% | Career background: Chenming Mold Ind. Corp. - Chairman Academic background: MBA, Pacific Western University | The Company's person-in-charge Ding Du International Co., Ltd. - Representative Chuah Rong International Co., Ltd. - Representative Dongguan Chenming Electronics Co., Ltd. - Representative Ding Chih Co., Ltd. - Representative Chenming Electronic (Ningbo) Co., Ltd. - Representative Representative of CHENMING ELECTRONIC TECHNOLOGY USA, UNC. Representative of CHENMING ELECTRONIC TECHNOLOGY (THAILAND) CO., LTD. | Director | Lin Feng-Ran | Father and son | None |
| Director | The Republic of China | Lin Feng-Ran | Male 51-60 | 2023/06/16 | 3 | 2017/06/16 | 6,612,310 | 3.37% | 5,013,310 | 2.44% | 1,956 | 0.00% | 0 | 0% | Career background: CHENMING ELECTRONIC TECHNOLOGY CORPORATION - Vice Chairman Academic background: Electronic Engineering, National Yunlin University of Science and Technology | The Company's Vice Chairman | Chairman | Lin Mu-Ho | Father and son | None |
| Director | The Republic of China | Lo Chih-Chi | Male 51-60 | 2023/06/16 | 3 | 2017/06/16 | 573,958 | 0.29% | 573,958 | 0.28% | 208,446 | 0.10% | 0 | 0% | Career background: Chenming Mold Ind. Corp. - President Academic background: Department of Banking and Finance, Tamkang University | President of the Company | None | None | None | None |
| Title (Note 1) | Nationality or place of registration | Name | Gender/ age (Note 2) | Date elected/appoi nted | Term of office | Date first elected (Note 3) | Shareholding when elected | Number of shares held currently. | Shares held by spouse and underage children | Shares held by proxy | Main career (academic) background (Note 4) | Concurrent position in the Company and in other companies | Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads | Remarks (Note 5) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Sharehol ding percentage | Number of shares | Shareholing percentage | Number of shares | Sharehol ding percentage | Number of shares | Sharehol ding percentage | Title | Name | Relati onship | ||||||||||
| Director | The Republic of China | Chen Hsiao-Chun | Female 61-70 | 2023/06/16 | 3 | 2000/05/24 | 259,456 | 0.13% | 155,456 | 0.08% | 0 | 0% | 0 | 0% | Career: Xi Zhi Tang - President; Chinese Culture and Fine Arts Association - The 15th Chairperson Education: Master of Art Administration, National Taiwan Normal University Department of Fine Arts | Xi Zhi Tang Co., Ltd. - Person-in-charge | None | None | None | None |
| Independent Director | The Republic of China | Chen Hung-Chang | Male 61-70 | 2023/06/16 | 3 | June 12, 2020 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Career: De Jang Tax Account Office - President; Taiwan Tax Account Quality Assurance Association - Executive Director Education: Department of Accounting and Statistics, Kuo-Chi Junior College of Commerce | De Jang Tax Account Office - President | None | None | None | None |
| Independent Director | The Republic of China | Chen Chien-Chun | Male 41-50 | 2023/06/16 | 3 | June 12, 2020 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Career: Ju Cheng CPA Firm - CPA Education: Department of Finance, Southern Taiwan University of Science and Technology | Ju Cheng CPA Firm - CPA | None | None | None | None |
| Independent Director | The Republic of China | Chou Liang-Cheng | Female 51-60 | 2023/06/16 | 3 | June 12, 2020 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Career: Chia Hua Law Firm - Attorney-at-law; Xin Fu Law Firm - Attorney-at-law; Chen Shyua & Pun Law Offices - Attorney-at-law Education: Dept. of Law, Fu Jen Catholic University | Presiding Attorney, Chia Hua Law Firm Independent Director, Shih-Kuan Plastics Co., Ltd. Independent Director, Tons Lightology Inc. Independent Director, Koge Micro Tech Co., Ltd. Director, Addcn Technology Co., Ltd. | None | None | None | None |
Note 1: For corporate shareholders, the names and representatives are stated individually (for representatives, the names of the respective corporate shareholders they represent are stated separately), and additional disclosures shall be made in Table 1.
Note 2: Age may be presented in ranges, such as 41-50 or 51-60.
Note 3: Any disruption of duty as a director or supervisor after the date first elected shall be addressed in a separate remark.
Note 4: The career background of anyone above relating to their current roles, e.g., previous employment in the CPAs firm or employment in a related company, shall be disclosed with detailed job titles and responsibilities.
Note 5: In situations where the Company's President or manager of the highest equivalent grade is the same person as or a spouse or first-degree relative of the Chairman, please explain the reasons, rationality and necessity of such an arrangement and any response measures taken (such as introduction of independent directors). Furthermore, disclose whether more than half of directors are involved in concurrent duty as employees or managers.
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2. Professionalism and independence
A. Directors' expertise and independent directors' independence:
April 14, 2026
| Name | Criteria | Professional qualification and experience | Independence criteria | Number of public companies in which concurrently serves as an independent director |
|---|---|---|---|---|
| Lin Mu-Ho | Main career background: Chenming Electronic Technology - Chairman | |||
| Main academic background: MBA, Pacific Western University | ||||
| Does not meet any of the conditions stated in Article 30 of The Company Act. | Not applicable for independent directors | None | ||
| Lin Feng-Ran | Main career background: Chenming Electronic Technology - Vice Chairman | |||
| Main academic background: Electronic Engineering, National Yunlin University of Science and Technology | ||||
| Does not meet any of the conditions stated in Article 30 of The Company Act. | Not applicable for independent directors | None | ||
| Lo Chih-Chi | Main career background: Chenming Electronic Technology - President | |||
| Main academic background: Graduate Institute of Banking & Finance, Tamkang University | ||||
| Does not meet any of the conditions stated in Article 30 of The Company Act. | Not applicable for independent directors | None | ||
| Chen Hsiao-Chun | Main career background: Xi Zhi Tang - President; Chinese Culture and Fine Arts Association - The 15th Chairperson | |||
| Main academic background: Master of Art Administration, National Taiwan Normal University Department of Fine Arts | ||||
| Does not meet any of the conditions stated in Article 30 of The Company Act. | Not applicable for independent directors | None | ||
| Chen Hung-Chang | Main career background: De Jang Tax Account Office - President; Taiwan Tax Account Quality Assurance Association - Executive Director | |||
| Main academic background: Department of Accounting and Statistics, Kuo-Chi Junior College of Commerce | ||||
| Audit Committee member | ||||
| Does not meet any of the conditions stated in Article 30 of The Company Act. | Compliance of independence (Note) | None | ||
| Chen Chien-Chun | Main career background: Ju Cheng CPA Firm - CPA | |||
| Main academic background: Department of Finance, Southern Taiwan University of Science and Technology | ||||
| Audit Committee convener | ||||
| Does not meet any of the conditions stated in Article 30 of The Company Act. | Compliance of independence (Note) | None | ||
| Chou Liang-Cheng | Main career background: Chia Hua Law Firm - Attorney-at-law; Xin Fu Law Firm - Attorney-at-law; Chen Shyuu & Pun Law Offices - Attorney-at-law | |||
| Main academic background: Dept. of Law, Fu Jen Catholic University | ||||
| Audit Committee member | ||||
| Does not meet any of the conditions stated in Article 30 of The Company Act. | Compliance of independence (Note) | 3 |
Note: Includes but is not limited to the following criteria: (1) The subject, spouse, and 2nd-degree relatives or closer do not serve as director, supervisor, or employee at the Company or any of its affiliated enterprises; (2) The subject, spouse, and 2nd-degree relatives or closer do not hold shares of the Company (or using names of others); (3) Does not serve as director, supervisor, or employee in the Company or in any company it has special relationship with (as defined in Subparagraphs 5-8, Paragraph 1, Article 3 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); (4) Did not receive compensation from the Company or any of its affiliated enterprises in the last two years for commercial, legal, financial, and accounting services rendered.
B. Diversity and independence of the board of directors:
(1) Board diversity: The Company has implemented a diversity policy for board members according to Article 20 of its
"Corporate Governance Best-Practice Principles." The Company's board of directors currently comprises 7 directors as its members. 29% of board members concurrently held positions as employee, whereas 43% of board members were independent directors. The Company also places great emphasis on gender equality, and has female directors making up 29% of the board. All independent directors have served less than 6 years on board. The board has one director aged 70 and above, one aged 60-70, three aged 50-59, and two aged below 50. All board members are skilled in business administration, leadership, decision-making, and industry knowledge. Among which, Directors Lin Feng-Ran, Chen Hung-Chang, Chen Chien-Chun, and Chen Hsiao-Chun are particularly well-versed in industry knowledge, finance, and accounting; Directors Lin Mu-Ho and Lo Chih-Chi are especially capable in business administration, leadership, and decision-making; whereas Director Chou Liang-Cheng has extensive expertise in international markets and laws to provide the Company with professional advices from different perspectives. The Company has met its management targets of having at least one-third of independent directors on board and having less than one-third of directors concurrently serving as managers. The Company also has plans to increase the number of independent director seats to more than half of the board. In terms of gender equality, the Company plans to have female directors accounting for more than 40% of board members in the future.
Implementation of board diversification policy by individual director:
| Core Items
Name of director | Gender | Concurrent employment at the Company | Age > 70 | Age 60-70 | Age 50-59 | Age <50 | Industry knowledge | Finance and accounting | Operational management | Leadership and decision-making | International markets | Laws |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Lin Mu-Ho | Male | | V | | | | V | | V | V | V | |
| Lin Feng-Ran | Male | V | | | V | | V | | V | | V | |
| Chen Hsiao-Chun | Female | | | V | | | V | | V | | V | |
| Lo Chih-Chi | Male | V | | | V | | V | V | V | V | V | |
| Chen Hung-Chang | Male | | | V | | | V | V | V | | V | |
| Chou Liang-Cheng | Female | | | | V | | V | | V | | V | V |
| Chen Chien-Chun | Male | | | | | V | V | V | V | | V | |
(2) Board independence: The Company currently has 3 independent director seats that account for more than one-third of total director seats. In compliance with the independence requirements specified in "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," the Company has obtained written statement and relevant documentary proofs from each independent director to establish their independence and independence of law-defined relatives to the Company. The board as a whole has met the requirements stated in Paragraph 3, Article 26-3 of the Securities and Exchange Act, where more than half of board members are neither a spouse nor a 2nd-degree relative or closer to other directors. For this reason, the Company considers its board having met the independence requirements.
(II) Background information of President, vice presidents, assistant vice presidents, and heads of departments and branches
April 14, 2026
| Title(Note 1) | Nationality | Name | Gender | Date elected/appointed | Shareholding | Shares held by spouse and underage children | Shares held by proxy | Main career (academic) background(Note 2) | Concurrent positions in other companies | Spouse or relatives of second degree or closer acting as managers | Remark(Note 3) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Sharehold ing percentage | Number of shares | Sharehold ing percentage | Number of shares | Sharehold ing percentage | Title | Name | Relation ship | ||||||||
| President | The Republic of China | Lo Chih-Chi | Male | 2017.07.15 | 573,958 | 0.28% | 208,446 | 0.10% | 0 | 0% | Career background: Chenming Mold Ind. Corp. - President Academic background: Department of Banking and Finance, Tamkang University | None | None | None | None | None |
| Vice President | The Republic of China | Hsiao Kuang-Chih | Male | 2015.11.13 | 52,000 | 0.03% | 0 | 0% | 0 | 0% | Career background: Heshan Jianhao Lighting - Manager of Business Division Academic background: Hsinpu Junior College | Dongguan Chenming Electronics Co., Ltd. - President | None | None | None | None |
| Vice President | The Republic of China | Wu Jui-Chuan | Female | 2020.11.06 | 39,494 | 0.02% | 0 | 0% | 0 | 0% | Career background: Lun Kuang Co., Ltd., IBM Academic background: EMBA, National Taipei University | None | None | None | None | None |
| Vice President | The Republic of China | Chang Chu-Chih | Male | 2022.05.11 | 0 | 0% | 6,000 | 0.00% | 0 | 0% | Career: Getac Technology - Senior Manager of Quality Assurance Education: De Lin Institute of Technology | Chenming Electronic (Ningbo) Co., Ltd. - President | None | None | None | None |
| Vice President | The Republic of China | Chueh Chung-Hui | Male | 2018.08.08 | 1,798 | 0.00% | 0 | 0% | 0 | 0% | Experience: Vice President of Chenming Electronic Technology Academic background: Tatung University - Doctor | None | None | None | None | None |
| Special Assistant to the Chairman's Office | The Republic of China | Chang Chin-Hsing | Female | 2012.10.08 | 0 | 0% | 24 | 0.00% | 0 | 0% | Career background: Lead Year Enterprises Co., Ltd. - Sales Representative Academic background: EMBA, Sun Yat-sen University | None | None | None | None | None |
| Assistant Vice President | The Republic of China | Fan Shu-Hui | Female | 2024.03.13 | 0 | 0% | 0 | 0% | 0 | 0% | Work experience: Special Assistant, COMVISION ENTERPRISES LTD. Academic background: Department of Political Science, National Taiwan University | None | None | None | None | None |
| Assistant Vice President and also Finance Manager | The Republic of China | Chuang Chia-Ying | Female | 2023.11.08 | 0 | 0% | 0 | 0% | 0 | 0% | Work experience: Senior Manager, D-Link Corporation Academic background: Department of Accounting, National Cheng Kung University | None | None | None | None | None |
| Chief Corporate Governance Officer | The Republic of China | Huang Shih-Chieh | Male | 2023.05.03 | 1,000 | 0.00% | 0 | 0% | 0 | 0% | Career background: Chenming Mold Ind. Corp. - Assistant Vice President of Finance Division Academic background: Business Administration, National Defense University | None | None | None | None | None |
Note 1: Includes background information of the President, Vice Presidents, Assistant Vice Presidents, heads of various departments and branches, and anyone of equivalent authority to the above, regardless of their job titles.
Note 2: The career background of anyone above relating to their current roles, e.g., previous employment in the CPAs firm or employment in a related company, shall be disclosed with detailed job titles and responsibilities.
Note 3: If the President or equivalent (the supreme management) of the Company is the same person, spouse or relative within 1st degree of kinship of the Chairman, please disclose the reason, rationality, necessity and responsive measures (e.g. Increasing the seats of independent director, and a majority of directors prohibited from serving as employees or managers concurrently).
II. Remuneration paid to directors, supervisors, the President, and Vice Presidents in the most recent year
(I) Remuneration paid to directors, supervisors, the President, and Vice Presidents in the last year
- Compensation to directors (including independent directors)
Unit: NT$
| Title | Name | Director's remuneration | Sum of A, B, C, and D and as a percentage of net income (%) | Compensation as company employee | Sum of A, B, C, D, E, F, and G and relative percentage to net income | Compensation from parent company or business investments other than subsidiaries | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) | Pension (B) | Remuneration to directors (C) | Fees for services rendered (D) | Salaries, bonuses, special allowances etc (E) | Pension (F) | Employee Compensation (G) | |||||||||||||||
| The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | ||||
| Chairman | Lin Mu-Ho | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% | None |
| Director and President | Lo Chih-Chi | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% | 0.00% | 11,204,792 | 11,204,792 | 108,000 | 108,000 | 500,000 | 0 | 500,000 | 0 | 11,812,792 1.43% | 11,812,792 1.43% |
| Director | Chen Hsiao-Chun | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% | None |
| Director | Lin Feng-Ran | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% | 0.00% | 1,822,173 | 1,822,173 | 83,802 | 83,802 | 100,000 | 0 | 100,000 | 0 | 2,005,975 0.24% | 2,005,975 0.24% |
| Director | Chou Liang-Cheng | 0 | 0 | 0 | 0 | 500,000 | 500,000 | 0 | 0 | 500,000 0.067% | 500,000 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 500,000 0.06% | 500,000 0.06% |
| Director | Chen Hung-Chang | 0 | 0 | 0 | 0 | 500,000 | 500,000 | 22,245 | 22,245 | 522,245 0.06% | 522,245 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 522,245 0.06% | 522,245 0.06% |
| Director | Chen Chien-Chun | 0 | 0 | 0 | 0 | 500,000 | 500,000 | 22,685 | 22,685 | 522,685 0.06% | 522,685 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 522,685 0.06% | 522,685 0.06% |
- Please state the policies, systems, standards and structure of remuneration to independent directors, and the relations between the remuneration and the job responsibility, risk and engagement hours borne by the independent directors. The Company's remuneration to independent directors is determined based on the directors' performance appraisal result. Additionally, according to the Articles of Incorporation, the Remuneration Committee is authorized to review each director's participation in the Company's operation and contribution value, as well as the Company's operating performance. Then, the same is paid upon discussion and approval of the Board of Directors.
- Compensation received by director for providing service (e.g., consultancy service without the title of an employee to the parent company/any company included in the financial statements/any business investment) in the last year, except those disclosed in the above table: None
(1-1) Remuneration bracket table
| Range of remuneration paid to directors | Name of director | |||
|---|---|---|---|---|
| Sum of the first 4 items (A+B+C+D) | Sum of the first 7 items (A+B+C+D+E+F+G) | |||
| The Company | All companies included in the financial statements H | The Company | All companies included in the financial statements I | |
| Below NT$ 1,000,000 | Lin Mu-Ho, Lin Feng-Ran, Chen Hsiao-Chun, Lo Chih-Chi, Chen Hung-Chang, Chen Chien-Chun, Chou Liang-Cheng | Same as described on the left. | Lin Mu-Ho, Chen Hsiao-Chun, Chen Hung-Chang, Chen Chien-Chun, Chou Liang-Cheng | Same as described on the left. |
| NT$1,000,000 (inclusive) - NT$2,000,000 (exclusive) | ||||
| NT$2,000,000 (inclusive) - NT$3,500,000 (exclusive) | Lin Feng-Ran | Same as described on the left. | ||
| NT$ 3,500,000 (inclusive) - NT$ 5,000,000 (non-inclusive) | ||||
| NT$ 5,000,000 (inclusive) - NT$ 10,000,000 (non-inclusive) | ||||
| NT$ 10,000,000 (inclusive) - NT$ 15,000,000 (non-inclusive) | Lo Chih-Chi | Same as described on the left. | ||
| NT$ 15,000,000 (inclusive) - NT$ 30,000,000 (non-inclusive) | ||||
| NT$ 30,000,000 (inclusive) - NT$ 50,000,000 (non-inclusive) | ||||
| NT$ 50,000,000 (inclusive) - NT$ 100,000,000 (non-inclusive) | ||||
| NT$ 100,000,000 and above | ||||
| Total | 7 | 7 | 7 | 7 |
- Compensation to the President and Vice Presidents
Unit: NT$
| Title | Name | Salary (A) | Pension (B) | Bonus and | Employee Compensation (D) | Sum of A, B, C and D as a percentage of net income (%) | Compensation from parent company or business investments other than subsidiaries | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Special allowances (C) | ||||||||||||||
| The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| President | Lo Chih-Chi | 10,630,599 | 10,630,599 | 108,000 | 108,000 | 574,193 | 574,193 | 500,000 | 0 | 500,000 | 0 | 11,812,792 1.43% | 11,812,792 1.43% | None |
| Vice President | Wu Ruei-Chuan | 2,456,400 | 2,456,400 | 108,000 | 108,000 | 231,427 | 231,427 | 200,000 | 0 | 200,000 | 0 | 2,995,827 0.36% | 2,995,827 0.36% | None |
| Vice President | Chueh Chang-Hui | 2,622,600 | 2,622,600 | 104,034 | 104,034 | 142,443 | 142,243 | 200,000 | 0 | 200,000 | 0 | 3,069,077 0.37% | 3,069,077 0.37% | None |
| Vice President | Hsiao Kuang-Chih | 0 | 2,920,862 | 0 | 105,930 | 0 | 195,000 | 0 | 0 | 200,000 | 0 | 0 | 3,421,792 0.41% | None |
| Vice President | Chang Chu-Chih | 0 | 2,577,010 | 0 | 102,930 | 0 | 85,000 | 0 | 0 | 200,000 | 0 | 0 | 2,964,940 0.36% | None |
| Special Assistant to the Chairman's Office | Chang Chin-Hsing | 3,026,000 | 3,026,000 | 108,000 | 108,000 | 165,000 | 165,000 | 200,000 | 0 | 200,000 | 0 | 3,499,000 0.42% | 3,499,000 0.42% | None |
- Information for all persons holding a position equivalent to president, vice president (e.g. president, CEO, director and etc.) must be disclosed, regardless of title.
(2-1) Remuneration bracket table
| Range of remuneration to the President and Vice Presidents | Name of President and Vice Presidents | |
|---|---|---|
| The Company | All companies included in the financial statements E | |
| Below NT$ 1,000,000 | ||
| NT$ 1,000,000 (inclusive) - NT$ 2,000,000 (non-inclusive) | ||
| NT$ 2,000,000 (inclusive) - NT$ 3,500,000 (non-inclusive) | Wu Ruei-Chuan, Chang Chin-Hsing, Chueh Chung-Hui | Wu Rui-Chuan, Chang Chin-Hsing, Chueh Chung-Hui, Hsiao Kuang-Chih, Chang Ju-Chi |
| NT$ 3,500,000 (inclusive) - NT$ 5,000,000 (non-inclusive) | ||
| NT$ 5,000,000 (inclusive) - NT$ 10,000,000 (non-inclusive) | ||
| NT$ 10,000,000 (inclusive) - NT$ 15,000,000 (non-inclusive) | Lo Chih-Chi | Same as described on the left. |
| NT$ 15,000,000 (inclusive) - NT$ 30,000,000 (non-inclusive) | ||
| NT$ 30,000,000 (inclusive) - NT$ 50,000,000 (non-inclusive) | ||
| NT$ 50,000,000 (inclusive) - NT$ 100,000,000 (non-inclusive) | ||
| NT$ 100,000,000 and above | ||
| Total | 4 | 6 |
- Names of managers who received employee remuneration
April 14, 2026
| | Title
(Note 1) | Name
(Note 1) | Amount paid in shares | Amount paid in cash | Total | Total as a percentage of net income (%) |
| --- | --- | --- | --- | --- | --- | --- |
| Managerial officers | President | Lo Chih-Chi | 0 | 2,100,000 | 2,100,000 | 0.25% |
| | Vice President | Wu Ruei-Chuan | | | | |
| | Vice President | Chueh Chung-Hui | | | | |
| | Vice President | Hsiao Kuang-Chih | | | | |
| | Vice President | Chang Chu-Chih | | | | |
| | Special Assistant to the Chairman's Office | Chang Chin-Hsing | | | | |
| | Chief Corporate Governance Officer | Huang Shih-Chieh | | | | |
| | Assistant Vice President | Fan Shu-Hui | | | | |
| | Assistant Vice President and also Finance Manager | Chuang Chia-Ying | | | | |
Note 1: Names and titles shall be disclosed separately, whereas the amount of earnings appropriation can be disclosed in aggregate.
Note 2: Refers to the amount of employee remuneration provided for managers (in cash or in shares), which the board of directors has proposed as part of the most recent earnings appropriation (where the amount could not be estimated, a calculation was made based on last year's payout ratio). Net income refers to that in the most recent year. If IFRSs have been adopted, net income shall refer to the amount of after-tax profit shown in the latest financial reports of the consolidated/standalone entity.
Note 3: Pursuant to FSC Letter Tai-Cai-Zheng-III-Zi No. 0920001301 dated March 27, 2003, the role of manager covers the following positions:
(1) President or other position of equivalent grade
(2) Vice President or other position of equivalent grade
(3) Assistant Vice President or other position of equivalent grade
(4) Head of Finance Department
(5) Head of Accounting Department
(6) Any other signatories involved in the Company's administrative affairs
Note 4: For directors, President and Vice Presidents who receive employee remuneration (in cash or in shares), details shall be disclosed in this table in addition to Table 1-2.
(II) Disclosure of compensations to the five top-paid managers, if any of the circumstances listed in Item 2-1 or Item 2-5, Subparagraph 3, Article 10 of the guidelines apply:
| Title | Name | Salary (A) | Pension (B) | Bonus and special allowances (C) | Employee Compensation (D) | Sum of A, B, C, and D and relative percentage to net income (%) | Compensation from parent company or business investments other than subsidiaries | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| Amount | Amount | Amount | Amount | |||||||||||
| President | Lo Chih-Chi | 11,630,599 | 11,630,599 | 108,000 | 108,000 | 574,193 | 574,193 | 500,000 | 0 | 500,000 | 0 | 11,812,792 1.43% | 11,812,792 1.43% | None |
| Vice President | Hsiao Kuang-Chih | 0 | 2,920,862 | 0 | 105,930 | 0 | 195,000 | 0 | 0 | 200,000 | 0 | 0 0% | 3,421,792 0.41% | None |
| Vice President | Chueh Chung-Hui | 2,622,600 | 2,622,600 | 104,034 | 104,034 | 142,443 | 142,443 | 200,000 | 0 | 200,000 | 0 | 3,069,077 0.37% | 3,069,077 0.37% | None |
| Vice President | Wu Ruei-Chuan | 2,456,400 | 2,456,400 | 108,000 | 108,000 | 231,427 | 231,427 | 200,000 | 0 | 200,000 | 0 | 2,995,827 0.36% | 2,995,827 0.36% | None |
| Special Assistant to the Chairman's Office | Chang Chin-Hsing | 3,026,000 | 3,026,000 | 108,000 | 108,000 | 165,000 | 165,000 | 200,000 | 0 | 200,000 | 0 | 3,499,000 0.42% | 3,499,000 0.42% | None |
Note 1: The term "top-5 paid managers" refers to "managers" that meet the definitions specified in Letter Tai-Cai-Zheng-III-Zi No. 0920001301 issued by (former) Securities and Exchange Commission, Ministry of Finance, on March 27, 2003. The notion of "top-5 paid" is ranked and determined based on the sum of salary, pension, bonus, special allowance, and employee remuneration received by managers from all companies included in the consolidated financial statements (i.e. sum of $\mathrm{A + B + C + D}$ ). Any directors who concurrently served as abovementioned managers are disclosed in this table and in Table (1-1).
Note 2: Refers to salaries, allowances, and severance pay made to top-5 paid managers in the last year.
Note 3: Refers to other compensations such as bonus, incentive, travel allowance, special allowance, subsidy, accommodation, corporate vehicle or other in-kind benefits made to top-5 paid managers in the last year. Where housing, cars, vehicles, or personal allowances were granted, the nature and cost of assets, the rental rates (calculated based on actual or fair value), cost of petrol, and other subsidies are also disclosed. Where personal drivers were allocated, a footnote disclosure explaining the amount of compensations made to drivers is provided; these compensations do not count toward compensations of the above beneficiaries. Part of the salary expense was recognized according to IFRS2 - "Share-based Payment." Amounts including employee stock options, restricted employee shares, and subscription to cash issues are also treated as compensation.
Note 4: Represents the amount of employee remuneration allocated to top-5 paid managers (in cash or in shares), which the board of directors has proposed as part of the most recent earnings appropriation (where the amount could not be estimated, a calculation was made based on last year's payout ratio). Table 1-3 has been prepared in addition to the above details.
Note 5: The disclosure includes all companies covered by the consolidated financial statements (including the Company), and represents total amount of compensation paid by all companies above to top-5 paid managers.
Note 6: Net income refers to the amount shown in the standalone or separate financial statement in the most recent year.
Note 7: a. This field represents all forms of compensation that the top-5 paid managers received from the Company's parent company or business investments other than subsidiaries (or "None" if absent).
b. Compensation refers to any return, remuneration (including remuneration received as an employee, director and supervisor) and professional service fee that the top-5 paid managers received for serving as director, supervisor or manager in the parent company or business investments other than subsidiaries.
(III) Amount of compensation paid in the last 2 years by the Company and all companies included in the consolidated financial statements to the Company's directors, supervisors, President, and Vice Presidents, and their respective percentages to standalone or separate net income, as well as the policies, standards, and packages by which they were paid, the procedures through which compensations were determined, and their association with business performance and future risks:
- The total compensation paid to the Company's directors, supervisors, presidents and vice presidents in the last two fiscal years to the net income in the parent company only financial statements or separate financial statements is stated as follows:
| Year | 2024 | 2025 | |||||
|---|---|---|---|---|---|---|---|
| Title | Director | Supervisor | President and Vice Presidents | Director | Supervisor | President and Vice Presidents | |
| The Company | As a percentage of net income | 1.75% | 0% | 2.49% | 1.86% | 0% | 2.58% |
| All companies included in the consolidated statements | As a percentage of net income | 1.75% | 0% | 3.27% | 1.86% | 0% | 3.36% |
Note: The ratio of the Company's directors' remuneration to net income after tax in 2025 increased compared with 2024, mainly due to the increase in the Company's net income after tax in 2025. The ratio of remuneration of the General Manager and Deputy General Managers to net income after tax increased compared with 2024, due to the increase in net income after tax in 2025.
- The policy, standard and package of compensation payment, the procedure for determination of compensation and the connection with the operation performance and future risk:
(1) The policy, standard and package of compensation payment:
A. For the remuneration to the Company's directors, in accordance with Article 19 of the Company's Articles of Incorporation, the Board of Directors will determine the remuneration for individual directors' performance of duties, subject to the individual directors' participation level and contribution value, and in reference to the pay level adopted by peer companies. If the Company retains earnings in the current year, according to Article 19 of the Company's Articles of Incorporation, no more than 2% thereof shall be distributed as the remuneration to directors. The relevant performance appraisal and reasonableness of the remuneration have been reviewed by the Remuneration Committee and the Board of Directors:
(A) Operating performance: Based on the operating revenue growth rate, growth rate of income before tax, and operating income growth rate for the year.
(B) Pay level among peer companies: Take into the remuneration to directors paid by TWSE-listed companies in the chassis industry or the average remuneration to directors among peer companies.
B. For the compensation to the Company's managerial officers, various occupational allowances and bonuses are expressly defined in accordance with the salary regulations to encourage and reward the employees for the efforts paid by them. The relevant bonuses are verified also depending on the Company's annual operating performance, financial position, ESG achievement status, operating status and personal work performance. Meanwhile if the Company makes a profit in the year, it shall appropriate at least 2% thereof as the remuneration to employees in accordance with Article 19 of the Company's Articles of Incorporation. According to the "Performance Management Regulations," the Company conducts performance appraisal in December of each year. The appraisal results are used as a reference for the distribution of bonuses to the managerial officers.
C. The remuneration package paid by the Company is determined based on the Remuneration Committee's organizational charter, including cash remuneration, stock options, stock dividends, retirement benefits or severance pay, various allowances and other measures providing substantial incentives. The scope thereof is consistent with that related to the compensation to directors and managers under the Regulations Governing Information to be Published in Annual Reports of Public Companies.
(2) The procedure for determination of compensation:
A. The remuneration to directors and managers is regularly evaluated based on the evaluation results generated under the Company's "Regulations Governing Performance Appraisal on the Board of Directors," and the "Performance Management Regulations" applicable to managers and employees. The remuneration to managers is determined in reference to the pay level among peer companies together with the Company's business performance indicators, and subject to the approval by the Board of Directors.
B. According to the results of the Company's 2025 manager performance appraisal, all managerial officers' performance was found achieving or exceeding the target required. The Company's annual business indicator evaluation result also showed that the highest standards were met.
C. The performance appraisal on the Company's directors and managerial officers and reasonableness of the remuneration to them are regularly evaluated and reviewed by the Remuneration Committee and the Board of Directors every year. The actual amount of remuneration to directors and managers in 2025 was reviewed by the Remuneration Committee and then submitted to the Board of Directors for resolution.
(3) Connection with the operation performance and future risk:
A. The payment standards and system under the Company's remuneration policy are reviewed subject to the Company's entire operating status, and authorized based on the performance achievement rate and contribution level, in order to improve the overall organizational efficiency of the Board of Directors and management departments. Meanwhile, the pay level applicable in the same industry is also taken into consideration to ensure that the remuneration to the Company's management is competitive in the industry to retain excellent management talents.
B. The performance targets of the Company's managerial officers are combined with "risk control" to ensure that possible risks within the scope of duties may be managed and prevented. Meanwhile, the rating results are decided subject to the actual performance and linked with related human resources and related remuneration policy. The key decisions are made by the Company's management after the management take various risk factors into consideration. The performance of the relevant decisions is reflected in the Company's profitability and, therefore, the management's compensation is related to the performance of risk control.
16
- The policy for linking the remuneration to senior managers with ESG-related performance appraisal
(1) Establishment of incentives/assessment/performance indicators related to carbon reduction goals - connection of remuneration and sustainable performance:
A. Short-term goal (2026): Plan to include the net zero emission and green power procurement goals of ESG in the President's annual performance goal, and the weight of it is planned to account for 15%.
B. Mid-term goals (2027 - 2029):
(A) Strengthen the link between remuneration and sustainable performance, include inclusion of the implementation target into senior executives, and planning about the weight ratio.
(B) Link to the net zero goal: assessment and formulation of linked items and weights.
(C) Research on inclusion of the net zero goal into personal “behavioral assessment indicators.”
C. Long-term goals (2030 - 2037):
(A) Improve the link between remuneration and sustainable performance and extend it to the personnel at the executive level.
(B) Research on inclusion of the net zero goal into personal “behavioral assessment indicators.”
(2) Long-term performance goals: The long-term incentive performance goals for the Company's president and vice president (senior executives) include the financial performance of the parent company and subsidiaries in next 3 years, long-term strategy implementation results and total rate of return for shareholders. Meanwhile, it is necessary to consider the risk management, corporate governance and weighted "sustainability indicators" plus 10% to implement the promotion of sustainable goals and link the managers' liability and obligation toward the long-term performance.
President's short-term performance goals: The weight of financial indicators accounts for 40%, weight of strategic management indicators 30%, and weight of sustainability indicators 30%. The sustainability indicators include focus on climate risk, legal compliance, and ethical management, and practicing of all key ESG tasks (including net zero emission and green power procurement and promotion of net zero emission as indicators accounting for 15%).
Short-term sustainability performance indicators for senior executives: The weight of sustainability indicators account for 30%, including 10% for climate change mitigation and adaptation, 10% for risk management, and 10% for green power procurement.
17
III. Corporate governance
(I) Functionality of board of directors
- The Company convened 5 Board of Directors meetings in 2025 and 2 Board of Directors meetings in 2026 up to the date of publication of annual report. That is, the Board of Directors convened a total of 7 meetings (A). The directors' attendance record is stated as follows:
| Title | Name (Note 1) | Actual attendance count (B) | Attendance by proxy | Actual attendance rate (%) [B/A] (Note 2) | Remarks |
|---|---|---|---|---|---|
| Chairman | Lin Mu-Ho | 7 | 0 | 100% | |
| Director | Lin Feng-Ran | 7 | 0 | 100% | |
| Director | Lo Chih-Chi | 7 | 0 | 100% | |
| Director | Chen Hsiao-Chun | 0 | 3 | 0% | |
| Independent Director | Chen Hung-Chang | 7 | 0 | 100% | |
| Independent Director | Chen Chien-Chun | 7 | 0 | 100% | |
| Independent Director | Chou Liang-Chen | 7 | 0 | 100% |
Other remarks:
I. For board of directors meetings that meet any of the following descriptions, state the date, session, the discussed agenda, independent directors' opinions and how the company has responded to such opinions:
(I) The circumstances referred to in Article 14-3 of the Securities and Exchange Act:
| Board of Directors | Details of agenda | All independent directors' opinions and the resolution | Company's response to independent directors' opinions |
|---|---|---|---|
| 2025/01/15 - Motion #2 | Summary: Lending of capital by Chenming Electronic (Ningbo) Co., Ltd. to Dongguan Chenming Electronics Co., Ltd. | Passed without objection from all attending independent directors | None |
| 2025/03/13 - Motion #5 | Subject: Proposal to conduct a private placement of common shares to make up for the public offering and application for listing. | Passed without objection from all attending independent directors | None |
| 2025/05/07 - Motion #3 | Subject: Provision of endorsement and guarantee by the Company for its Thai subsidiary, CHENMING ELECTRONIC TECHNOLOGY (THAILAND) CO., LTD. | Passed without objection from all attending independent directors | None |
| 2025/08/07 - Motion #2 | Subject: Amendment to the Company's Regulations Governing the Issuance and Conversion of the Domestic 4th Secured Convertible Corporate Bonds. | Passed without objection from all attending independent directors | None |
| 2025/08/07 - Motion #3 | Subject: Conversion of claims held by Ding Du International Co., Ltd. against its subsidiary, Chueh Rong International Co., Ltd., into equity of Chueh Rong International Co., Ltd. | Passed without objection from all attending independent directors | None |
| 2025/11/06 - Motion #3 | Subject: Amendment to certain provisions of the Company's “Internal Control System (including Internal Audit System).” | Passed without objection from all attending independent directors | None |
| 2026/01/29 - Motion #3 | Subject: Loan of funds by the Company to its Thai subsidiary, Chenming Electronic Technology (Thailand) Co., Ltd. | Passed without objection from all attending independent directors | None |
| 2026/01/29 - Motion #4 | Subject: Loan of funds by Chenming Electronic (Ningbo) Co., Ltd. to Dongguan Chenming Electronics Co., Ltd. | Passed without objection from all attending independent directors | None |
| 2026/01/29 - Motion #5 | Subject: Provision of endorsements and guarantees by the Company for its subsidiaries in China and Thailand. | Passed without objection from all attending independent directors | None |
| 2026/03/12 - Motion #6 | Subject: Proposal of capital increase by issuance of new shares. | Passed without objection from all attending independent directors | None |
(II) Any other documented objections or reservations raised by independent director against board resolution in relation to matters other than those described above: None.
II. In instances where a director recused himself/herself due to a conflict of interest, the minutes shall clearly state the director's name, contents of the motion and resolution thereof, reason for not voting and actual voting counts:
| Board of Directors | Details of agenda | Name of director | The nature of conflicting interests and voting process |
|---|---|---|---|
| 2025/01/15 - Motion #1 | Subject: Principles for the payment of managers' remuneration and year-end bonuses for 2024. | Vice Chairman Lin Feng-Ran Director Lo Chih-Chi | After excluding the recused director(s), the motion was unanimously passed by the remaining attending directors without objection. |
| 2026/01/29 - Motion #1 | Subject: Principles for the payment of managers' remuneration and year-end bonuses for 2025. | Vice Chairman Lin Feng-Ran Director Lo Chih-Chi | After excluding the recused director(s), the motion was unanimously passed by the remaining attending directors without objection. |
| 2026/01/29 - Motion #2 | Proposal: Changes in remuneration of directors and managers. | Chairman Lin Mu-Ho Director Lo Chih-Chi | After excluding the recused director(s), the motion was unanimously passed by the remaining attending directors without objection. |
III. Cycle, duration, scope, method, and detail of board performance self (peer) evaluation:
| Assessment cycle | Assessment duration | Scope of assessment | Assessment method | Assessment details |
|---|---|---|---|---|
| Once a year | 2025/01/01-12/31 | Board of Directors Performance assessment | Board of directors internal self-assessment | Scope of the performance appraisal on the Board of Directors:1. Level of participation in the Company's operations.2. Improvement of board decision quality.3. Composition of the board of directors.4. Election and continuing education of directors.5. Internal control. |
| Once a year | 2025/01/01-12/31 | Performance assessment of individual directors | Director self-assessment | Scope of the performance appraisal on the Board members:1. Comprehension of the Company's targets and missions.2. Directors' duty awareness.3. Level of participation in the Company's operations.4. Management and communication of internal relations.5. Director's professionalism and ongoing education.6. Internal control. |
| Evaluation of functional committee performance (Audit Committee/Remuneration Committee) | Functional committee internal self-assessment | Scope of the performance appraisal on functional committees:1. Level of participation in the Company's operations.2. Awareness towards duties of the functional committee.3. Improvements to the quality of decisions made by functional committees.4. Composition of the functional committee and selection of committee members.5. Internal control. |
- Outcome of board performance evaluation will be taken into consideration when electing or nominating directors. Performance evaluation of individual directors will be taken into consideration when determining compensation for individual directors.
- Outcome of assessment has been reported during the 2026 first-quarter board of directors meeting (January 29) to provide reference for future enhancements to board function. Results are also disclosed on the Company's website for investors' reference.
IV. Enhancements to the functionality of the board of directors in the current and the most recent year (e.g., establishment of an Audit Committee, improvement of information transparency etc), and the progress of such enhancements:
- Objectives for strengthening Board functions
(1) The Board has functioned in line with the Company's "Parliamentary Rules For Directors' Meetings" and relevant laws and regulations. The finance and accounting manager and chief internal auditor would attend the board meetings and issue relevant reports for directors' reference. Information of directors' attendance and continuing education is submitted to the Market Observation Post System on a regular basis.
(2) The Company held a re-election of its directors (including independent directors) during the shareholders' general meeting dated June 12, 2020. Four directors including Lin Mu-Ho, Lin Feng-Ran, Chen Hsiao-Chun, and Lo Chih-Chi and three independent directors including Chou Liang-Cheng, Chen Hung-Chang, and Chen Chien-Chun were elected. The board also convened a meeting on the same day to elect Mr. Lin Mu-Ho as Chairman.
(3) A decision was passed during the board of directors meeting dated June 24, 2020 to appoint Ms Chou Liang-Cheng, Mr. Chen Hung-Chang, and Mr. Chen Chien-Chun as members for the Company's 4th Remuneration Committee. Mr. Chen Hung-Chang was elected convener for the Remuneration Committee.
During the board of directors meeting held on January 29, 2021, a resolution was passed to amend "Articles of Association of Remuneration Committee" to facilitate better support of board functions, and to impose regular reviews over performance assessment, salary/compensation policies, systems, standards, and structure for directors and managers.
(4) The board of directors passed a decision to amend "Regulations Governing Board of Directors Self or Peer Assessment" during the board meeting held on January 29, 2021 and renamed it "Board of Directors Performance Assessment Policy." Performance assessments on board of directors, board members, and functional committees for 2025 have been completed; outcomes of which were reported along with improvement plans to the board of directors during the meeting held on January 29, 2026.
(5) On June 12, 2020, the Company assembled an Audit Committee to take over supervisor duties and appointed committee members according to Article 4 of Articles of Association of Audit Committee. Later on January 29, 2021, the board of directors passed a resolution to amend "Articles of Association of Audit Committee" to facilitate better support of board duties.
- Progress: The Company is dedicated to maintaining operational transparency, and discloses important resolutions on Market Observation Post System immediately after each board meeting for shareholders' interest.
(II) Functionality of the Audit Committee
-
The Company assembled an Audit Committee on June 12, 2020 to support the board of directors' supervisory duties and administrative functions. The Audit Committee is consisted entirely of independent directors and has a total of 3 members. The committee convenes meetings at least once per quarter.
-
Responsibilities of the committee are as follows:
-
Establishment or amendment of internal control system according to Article 14-1 of the Securities and Exchange Act.
- Evaluation over the effectiveness of internal control system.
- Establishment or amendment of asset acquisition and disposal procedures, derivative trading procedures, external party lending procedures, external party endorsement and guarantee procedures, and other procedures of major financial or business consequences according to Article 36-1 of the Securities Exchange Act.
- Matters concerning directors' personal interests.
- Major asset or derivative transactions.
- Major lending, endorsement, or guarantee to an external party.
- Offering, issuance, or private placement of securities with equity characteristics.
- Appointment, dismissal, or compensation of financial statement auditors.
- Appointment and dismissal of the head of finance, accounting, or internal audit.
- Annual financial report signed or sealed by Chairman, manager, and head of accounting, and Q2 financial reports subject to audit by CPA.
-
Other issues deemed material by the Company or the competent authority.
-
Below is a summary of the committee's annual task focus:
(1) Review of financial reports
The Board of Directors prepared the Company's quarterly financial statements for 2025, which have been audited by KPMG Taiwan and issued an auditors' report. The Audit Committee has reviewed and found no discrepancies.
(2) Assessment of effectiveness of the internal control system
The Audit Committee evaluates the effectiveness of the Company's internal control system, policy, and procedures (including control measures on financial, operational, risk management, cybersecurity, and compliance aspects), and reviews regular reports, including risk management and
compliance reports, submitted by internal auditors, financial statement auditors, and the management. The Audit Committee considers the Company's risk management and internal control systems to be effective, and that the Company has adopted necessary control mechanisms to monitor and rectify violations.
(3) The Audit Committee convened 5 meetings in 2025 and 2 meetings in 2026 up to the date of publication of the annual report. That is, the Company's Audit Committee has convened a total of 7 meetings (A). The independent directors' attendance record is stated as follows:
| Title | Name | Actual attendance (B) | Attendance by proxy | Percentage of actual attendance (%) (B/A) (Note 1, Note 2) | Remarks |
|---|---|---|---|---|---|
| Independent Director | Chen Chien-Cun | 7 | 0 | 100% | Convener |
| Independent Director | Chen Hung-Chang | 7 | 0 | 100% | |
| Independent Director | Chou Liang-Chen | 7 | 0 | 100% | |
| Other remarks: I. For Audit Committee meetings that meet any of the following descriptions, details such as the date and session of Audit Committee meeting held, the motions discussed, Independent Directors' objections, reservations, or key recommendations, the Audit Committee's resolution, and how the Company has responded to Audit Committee's opinions are disclosed in the chart below. (I) The circumstances referred to in Article 14-5 of the Securities and Exchange Act: | |||||
| Date | Major resolutions | Conditions described in §14-5 of the Securities and Exchange Act | Audit Committee resolution | Company's response to Audit Committee's opinions | |
| 2025/01/15 | 1. Renewal of loans by Chenming Electronic (Ningbo) Co., Ltd. to Dongguan Chenming Electronics Co., Ltd. | V | Passed without objection from all attending independent directors of the Audit Committee | Passed without objection from all attending directors | |
| 2025/03/13 | 1. Presentation of the Company's 2024 "Declaration of Internal Control System." | V | Passed without objection from all attending independent directors of the Audit Committee | Passed without objection from all attending directors | |
| 2. Presentation of the Company's 2024 business report and financial statements. | |||||
| 3. Proposal to conduct a private placement of common shares to make up for the public offering and application for listing. | |||||
| 2025/05/07 | 1. Provision of endorsement and guarantee by the Company for its Thai subsidiary, CHENMING ELECTRONIC TECHNOLOGY (THAILAND) CO., LTD. | V | Passed without objection from all attending independent directors of the Audit Committee | Passed without objection from all attending directors | |
| 2025/08/07 | 1. Amendment to the Company's Regulations Governing the Issuance and Conversion of the Domestic 4th Secured Convertible Corporate Bonds. | V | Passed without objection from all attending independent directors of the Audit Committee | Passed without objection from all attending directors | |
| 2. Conversion of claims held by Ding Du International Co., Ltd. against its subsidiary, Chueh Rong International Co., Ltd., into equity of Chueh Rong International Co., Ltd. | |||||
| 2025/11/06 | 1. Amendment to certain provisions of the Company's "Internal Control System (including Internal Audit System)." | V | Passed without objection from all attending independent directors of the Audit Committee | Passed without objection from all attending directors | |
| 2026/01/29 | 1. Loan of funds by the Company to its Thai subsidiary, Chenming Electronic Technology (Thailand) Co., Ltd. | V | Passed without objection from all attending independent directors of the Audit Committee | Passed without objection from all attending directors | |
| 2. Loan of funds by Chenming Electronic (Ningbo) Co., Ltd. to Dongguan Chenming Electronics Co., Ltd. | |||||
| 3. Provision of endorsements and guarantees by the Company for its subsidiaries in China and Thailand. | |||||
| 2026/03/12 | 1. Proposal for the capitalization of earnings and issuance of new shares by the | V | Passed without objection from all attending independent | Passed without objection from all |
(II) Other than those described above, any resolutions unsupported by the Audit Committee but passed by more than two-thirds of directors: None.
II. Avoidance of involvements in interest-conflicting motions by independent directors, including details such as the name of independent director, the motion, the nature of conflicting interests, and the voting process: None.
III. Communication between independent directors and internal/external auditors (e.g. discussions concerning the Company's financial and business affairs, the method of communication used, and the outcome):
- Independent directors and CPAs engage in regular discussions at least once a year. CPAs would report and brief independent directors on issues concerning the Company's financial position, profitability, operations, internal control, and internal audit, and communicate on the accounting impacts of regulatory amendments.
- The chief internal auditor engages independent directors in regular discussions at least once a quarter to report on the implementation of internal audit and internal control systems. Meetings may also be called on an ad-hoc basis in the occurrence of major event.
- Summary of communication:
| Date | Counterpart of communication | Method of communication | Matters communicated | Outcome of communication |
|---|---|---|---|---|
| 2025/01/15 | Chief internal auditor, independent directors | Conference | • Report on the execution of internal audit from October to December 2024. • Execution of the 2024 annual audit plan. | No objection was raised during this conference. |
| 2025/03/13 | Chief internal auditor, independent directors, CPAs | Conference | • CPAs report to the independent director on the financial position, profitability, overall operations and audit of internal control system for 2024. • 2024 Declaration of Internal Control System. • Improvements made to internal control weaknesses and flaws identified in 2024. | No objection was raised during this conference. |
| 2025/05/07 | Chief internal auditor, independent directors | Conference | • Report on the execution of internal audit from January to March 2025. | No objection was raised during this conference. |
| 2025/08/07 | Chief internal auditor, independent directors | Conference | • Report on the execution of internal audit from April to June 2025. | No objection was raised during this conference. |
| 2025/11/06 | Chief internal auditor, independent directors | Conference | • Report on the execution of internal audit from July to September 2025. | No objection was raised during this conference. |
| 2026/01/29 | Chief internal auditor, independent directors | Conference | • Report on the execution of internal audit from October to December 2025. • Execution of the 2025 annual audit plan. | No objection was raised during this conference. |
| 2026/03/12 | Chief internal auditor, independent directors, CPAs | Conference | • CPAs report to the independent director on the financial position, profitability, overall operations and audit of internal control system for 2025. • 2025 Declaration of Internal Control System. • Improvements made to internal control weaknesses and flaws identified in 2025. | No objection was raised during this conference. |
Note 1: The date of resignation is specified for independent directors who had resigned prior to the close of the financial year. The in-person attendance rate $(\%)$ is calculated based on the number of Audit Committee meetings held and the number of meetings attended in-person during active duty.
Note 2: If a re-election of independent directors had taken place prior to the close of the financial year, independent directors of both the previous and the current board are listed; in which case, the remarks column will address the re-election date and specify whether the independent director was elected in the previous board, the new board, or both. In-person attendance rate $(\%)$ is calculated based on the number of Audit Committee meetings held and the number of in-person attendances made during active duty.
(III) Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Has the Company established and disclosed its corporate governance principles based on "Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies"? | V | The Company established its “Corporate Governance Code of Conduct” on December 24, 2014 with the approval of the board of directors and subsequently amended on June 24, 2020 and May 3, 2023. The code of conduct has been disclosed on the Company’s website. | Consistent with Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | |
| II. Shareholding structure and shareholders' interests | Consistent with Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | |||
| (I) Has the company implemented a set of internal procedures to handle shareholders' suggestions, queries, disputes and litigations? | V | (I) The Company has a spokesperson system and a legal department in place to handle the above issues. | ||
| (II) Is the company constantly informed of the identities of its major shareholders and the ultimate controller? | V | (II) The Company engages professional share transfer agency to handle matters concerning shareholders’ interests, and is constantly informed of shareholding positions of directors, managers, and shareholders with more than 5% ownership interest. In addition, the Company attempts to establish the identities of its major shareholders and ultimate controller by reviewing changes in the shareholder registry. | ||
| (III) Has the company established and implemented risk management practices and firewalls for companies it is affiliated with? | V | (III) The Company has established and implemented relevant procedures as required by law; an internal audit unit exists to perform unscheduled audits in this regard. | ||
| (IV) Has the company established internal policies that prevent insiders from trading securities against non-public information? | V | (IV) The Company has internal policies in place to prohibit insiders from trading securities against non-public information. These policies provide the basis for the Company’s practices on material information handling and disclosure, and are reviewed and revised from time to time to ensure conformity with current regulations and practical needs. The same may be accessed on the Company’s website. The Company organizes the educational propagation for the “Procedures for Preventing Insider Trading” and related laws & regulations for the existing directors, managers and employees at least for once per year. During the year, on January 14 and July 8, 2025, the Company distributed e-mails to promote awareness towards regulations and prohibitions on insider trading among insiders, including directors and managers. Other employees are made aware of the issue by the human resources department as part of their ethics training prior to employment. Materials used in the above training courses are uploaded to the Intranet and made accessible to all employees of the Company. |
23
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary | |||||||
| III. Assembly and obligations of the board of directors (I) Does the board of directors have a diversity policy and management goals that are duly enforced? | V | (I) The Company has implemented a diversity policy for board members according to Article 20 of its "Corporate Governance Code of Conduct." The Company's board of directors currently comprises 7 directors as its members. 29% of board members concurrently held positions as employee, whereas 43% of board members were independent directors. The Company also places great emphasis on gender equality, and has female directors making up 29% of the board. All independent directors have served less than 6 years on board. The board has one director aged 70 and above, one aged 60-70, three aged 50-59, and two aged below 50. All board members are skilled in business administration, leadership, decision-making, and industry knowledge. Among which, Directors Lin Feng-Ran, Chen Hung-Chang, Chen Chien-Chun, and Chen Hsiao-Chun are particularly well-versed in industry knowledge, finance, and accounting; Directors Lin Mu-Ho and Lo Chih-Chi are especially capable in business administration, leadership, and decision-making; whereas Director Chou Liang-Cheng has extensive expertise in international markets and laws to provide the Company with professional advices from different perspectives. The Company has met its management targets of having at least one-third of independent directors on board and having less than one-third of directors concurrently serving as managers. The Company also has plans to increase the number of independent director seats to more than half of the board. In terms of gender equality, the Company plans to have female directors accounting for more than 40% of board members in the future. | Consistent with Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||||||
| Core Items Name of director | Gender | Concurrent employment at the Company | Age > 70 | Age 60-70 | Age 50-59 | Age <50 | Remarks | ||
| Lin Mu-Ho | Male | V | |||||||
| Lin Feng-Ran | Male | V | V | ||||||
| Chen Hsiao-Chun | Female | V | |||||||
| Lo Chih-Chi | Male | V | V | ||||||
| Chen Hung-Chang | Male | V | |||||||
| Chou Liang-Cheng | Female | V | |||||||
| Chen Chien-Chun | Male | V | |||||||
| Core Items Name of director | Gender | Industry knowledge | Finance and accounting | Operational management | Leadership and decision-making | International markets | Laws | ||
| Lin Mu-Ho | Male | V | V | V | V | ||||
| Lin Feng-Ran | Male | V | V | V | |||||
| Chen Hsiao-Chun | Female | V | V | V | |||||
| Lo Chih-Chi | Male | V | V | V | V | V | |||
| Chen Hung-Chang | Male | V | V | V | V | ||||
| Chou Liang-Cheng | Female | V | V | V | V | ||||
| Chen Chien-Chun | Male | V | V | V | V | ||||
| (II) The Company has established a Remuneration Committee and an Audit Committee in accordance with the law, and established a Nomination Committee in November 2025. These committees assist the Board of Directors in handling material matters such as financial reporting, internal control, remuneration policies, risk management, and sustainable |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| other functional committees at its own discretion? |
(III) Has the Company established a set of policies and assessment tools for evaluating board performance, and conducted performance evaluation on a yearly basis? Are performance evaluation results reported to the board of directors and used as reference for compensation, remuneration, and nomination decisions? | V | | development, thereby implementing oversight and professional decision-making.
(III) The Company has adopted the "Regulations Governing Performance Appraisal on the Board of Directors" that requires performance assessments to be conducted on the Board of Directors, Audit Committee, Remuneration Committee, and board members at least once a year. The performance appraisal results shall be reported to the Board of Directors.
The scope of performance appraisal on the Board of Directors shall at least consist of the following five major elements:
I. Level of participation in the Company's operations.
II. Improvement of board decision quality.
III. Composition of the board of directors.
IV. Election and continuing education of directors.
V. Internal control.
Directors' individual performance assessment covers at least the following six main aspects:
I. Comprehension of the Company's targets and missions.
II. Directors' duty awareness.
III. Level of participation in the Company's operations.
IV. Management and communication of internal relations.
V. Director's professionalism and ongoing education.
VI. Internal control.
The scope of performance appraisal on the functional committees shall at least consist of the following five elements:
I. Level of participation in the Company's operations.
II. Awareness towards duties of the functional committee.
III. Improvements to the quality of decisions made by functional committees.
IV. Composition of the functional committee and selection of committee members.
V. Internal control.
The assessment was conducted in the form of questionnaire, which surveyed Board of Directors’ operations, directors’ engagement, and functional committee operations. Furthermore, “Board of Directors Self-Performance Assessment Questionnaire,” “Board Members Self Performance Assessment Questionnaire,” and “Functional Committee Self-Performance Assessment Questionnaire” were distributed for completion by the respective respondents. The questionnaires were collected by the execution unit, which then recorded and reported the assessment results. When electing or nominating members of the board of directors, the Company shall base its election on the evaluation results of the performance of the Board and shall base its determination of an individual director's remuneration and nomination for reelection on the evaluation results of his or her performance.
The Company completed performance assessment on Board of Directors, individual Board members, Remuneration Committee, and Audit Committee in January 2026. Assessment results and corrective action plans were reported at the Board meeting convened on January 29, 2026.
Assessments of 2025 performance were rated A+~A++, considered fair. Suggestions to the Board of Directors and functional | |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
|---|---|---|
| Yes | No | Summary |
| (IV) Are external auditors' independence assessed on a regular basis? | V | |
| Item | Result | Corrective action plan |
| Self-assessment by Members of Board of Directors | Members of the board | Self-assessment rating |
| Lin Mu-Ho | A++ | |
| Lin Feng-Ran | A++ | |
| Lo Chih-Chi | A++ | |
| Chen Hsiao-Chun | A+ | |
| Chen Hung-Chang | A++ | |
| Chou Liang-Cheng | A++ | |
| Chen Chien-Chun | A++ | |
| Overall performance appraisal on the Board of Directors | A+ | Each director is encouraged to complete continuing education for no less than 6 hours each year. |
| Performance appraisal on Remuneration Committee | A++ | Remuneration to employees and directors is allocated based on employees' and directors' personal performance. |
| Performance evaluation on Audit Committee | A++ | Auditor-reviewed Q1, Q2, and Q3 financial statements are first presented for Audit Committee's review and subsequently raised for board of directors' resolution. |
| (IV) After conducting an assessment based on the CPA Independence Assessment Standards Table, the independence statement provided by the CPA, and the Audit Quality Indicators (AQIs), it was confirmed that the CPA and the Company have no other financial interests or business relationships other than the fees for the certification and tax cases, and that the CPA's family members do not violate the independence requirements. In addition, with reference to the AQI indicator information, it was confirmed that the CPA and the firm have better audit experience and training hours than the industry average, and has continued to introduce digital audit tools in the past three years to improve the audit quality. In addition, the interaction between the CPA and the management and the internal audit supervisor and other indicators are taken into consideration as the basis for the annual assessment of the suitability of the CPAs. Therefore, the CPAs of the Company all meet the requirements of independence and suitability, and have been submitted to the Board of Directors for approval on November 6, 2025. The independent auditors have been instructed to recuse themselves from tasks that pose direct or indirect conflicts with their own interests. Rotation of auditors within the accounting firm is also subject to comply with certain rules. |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| Evaluation of the External Auditor’s Independence: | ||||||
| Assessment criteria | Assessment result | Compliance of independence | ||||
| 1. Whether the external auditor has a direct or material indirect financial interest in the Company. | No | Yes | ||||
| 2. Whether the external auditor has provided or received loans or guarantee to or from the Company or the Company’s directors. | No | Yes | ||||
| 3. Whether the external auditor has a close business relationship or entered into a potential employment negotiations with the Company. | No | Yes | ||||
| 4. Whether the external auditor or a member of the assurance team is or has been a director or a manager of the Company, or employed by the Company in a position to exert significant influence over the subject matter of the engagement within the last two years. | No | Yes | ||||
| 5. Whether the external auditor has provided the Company the non-assurance service that would affects directly a material item of the assurance engagement. | No | Yes | ||||
| 6. Whether the external auditor has promoted or brokered the Company’s shares or other securities issued by the Company. | No | Yes | ||||
| 7. Whether the external auditor has acted as a coordinator or an advocate on behalf of the Company in litigation or disputes with third parties. | No | Yes | ||||
| 8. Whether the external auditor has a close or immediate family member who is a director or manager of the Company or an employee who is in a position to exert significant influence over the subject matter of the engagement. | No | Yes | ||||
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| IV. Has the TWSE/TPEX listed company allocated adequate number of competent corporate governance staff and appointed a corporate governance officer to oversee corporate governance affairs (including but not limited to providing directors/supervisors with the information needed to perform their duties, assisting directors/supervisors with compliance issues, convention of board meetings and shareholder meetings, and preparation of board/shareholder meeting minutes)? | V | On May 3, 2023, the Company's Board of Directors approved the appointment of Special Assistant Huang Shih-Chieh as the chief corporate governance officer. Huang Shih-Chieh has more than three years' experience in the management of finance, meeting and shareholders services of public companies. The Chief Corporate Governance Officer is responsible for handling matters related to the Board of Directors and Shareholders' Meetings in accordance with the law, preparing minutes of the Board of Directors and Shareholders' Meetings, assisting directors in their assumption of office and continuing education, provide directors with the information needed to perform their duties, assist directors in complying with laws and regulations, and report to the Board of Directors on their review results of independent directors' qualifications in compliance with relevant laws and regulations at the time of nomination, election, and during the term of office, and handle matters related to transfer of directors. The status of duties performed by the chief corporate governance officer of the Company in 2025 is stated as follows:1. Establishment of a suitable corporate governance framework that promotes board independence, information transparency, compliance, and internal audit/control.2. Consulting directors and outlining meeting proceedings prior to board meetings, issuing meeting advice to all directors at least 7 days in advance, and providing them with adequate information about the agendas being discussed. Where the agenda concerns the personal interest of a particular director, the concerned party will be reminded to avoid involvement in advance.3. Setting the date for annual shareholder meetings in accordance with law; preparing meeting advice, conference handbook, and minutes before the statutory due date; and making proper registrations after director election or after amendments are made to the Articles of Incorporation.4. Conduct annual performance appraisal on the Board of Directors, members of the Board of Directors, Remuneration Committee and Audit Committee.5. The Company's CPAs are required to report and explain to the independent directors every year on the annual financial and profit and loss status, overall operation status, and internal control audit status.6. Strengthen the promotion and execution of the Company's revised terms of the evaluation. | Consistent with Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | |
| V. Has the company provided proper communication channels and created dedicated sections on its website to address corporate social responsibility issues that are of significant concern to stakeholders (including but not limited to shareholders, employees, customers and suppliers)? | V | A stakeholders section has been created on the Company's website. Shareholders, employees, customers, suppliers and anyone in need to discuss corporate responsibility issues may have their queries addressed in a proper manner by the spokesperson, human resource department, business unit, or procurement unit. In order to ensure the fulfillment of various major issues and achievement of targets, the CSR organizes the discussion about economic, social and environmental issues periodically. The related results and information are reported to the Board of Directors each year. Communication with stakeholders and details of reports made in 2025 are stated below: | Consistent with Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| Stakeholders | Concerned issues | Communication channel/frequency | Contact window/response | |||
| Employees | Overview of Operations Employment relationship Health and safety Talent cultivation and training | Labor-employment meeting (periodic) Employees' suggestion box (from time to time) Intranet and Internet (periodic) Employee Welfare Committee (periodic) | Employee Contact Window: Huang Hui-Chun Email: [email protected] | |||
| Shareholders | Industrial outlook Profitability Corporate Governance Transparency of Information Disclosure | Corporate Website (from time to time) General Shareholders' Meeting Institutional Investors Conference (from time to time) Important news released by Market Observation Post System (periodic) | Investor relations contact window - Chuang Chia-Ying Email - [email protected] | |||
| Customers | Business review Customer satisfaction survey Customer audit Product and social responsibility | Customer audit (from time to time) Customer satisfaction survey (periodic) Customer quarterly business review meeting (periodic) | Business Contact Window: Wu Jui-Chuan Email: [email protected] | |||
| Suppliers | Working environment and sanitation Technological capabilities Economic performance Supplier Management | Complaint box (from time to time) Supplier audit (periodic) Supplier management system (periodic) | Supplier Contact Window: Huang Chih-Chie Email: [email protected] | |||
| Community | Innovative R&D Customer relationship management Corporate Governance Code of Conduct | Charity involvements (unscheduled)/volunteers (unscheduled)/Welfare Committee (unscheduled) | Community Contact Window: Huang Hui-Chun Email: [email protected] | |||
| VI. Does the company engage a share administration agency to handle shareholder meeting affairs? | V | The Company has commissioned Chinatrust Bank as the share administration agency, which is responsible for handling shareholder meeting affairs. | Consistent with Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | |||
| VII. Information disclosure (I) Has the Company established a website that discloses financial, business, and corporate governance-related information? | V | (I) The Company has created a website to disclose financial, business and corporate governance-related information. | Consistent with Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Has the company adopted other means to disclose information (e.g. English website, assignment of specific personnel to collect and disclose corporate information, implementation of a spokesperson system, broadcasting of investor conferences via the company website)? | V | (II) The Company has a spokesperson system in place; documents and recordings of every investor seminar are uploaded onto the website. | ||
| (III) Whether the Company announces and reports the annual financial report within two months at the end of each fiscal year, and the financial report for Q1, Q2, and Q3 and monthly operation overview before the prescribed time limit? | V | (III) The Company currently does not publish annual financial reports within two months after the end of each fiscal year, but files financial reports for Q1, Q2, and Q3 and discloses monthly operational overviews before due date. | ||
| VIII. Does the company have other information that enables a better understanding of the company's corporate governance practices (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders' interests, continuing education of directors/supervisors, implementation of risk management policies and risk measurements, | V | 1. Employee rights and care: | ||
| The Company has a retirement policy and a profit-sharing system designed for employees. Employees who provide service over a certain number of years, or reach a certain age, or reach a state no longer deemed capable for the tasks assigned may apply for (or be notified for) retirement. Earnings concluded from year-end closing are partially allocated to employees as bonus according to the Company Act and the Articles of Incorporation. | ||||
| 2. Investor relations: | ||||
| The Company has a spokesperson system in place; investors may obtain information for whatever queries they may have through the spokesperson. | ||||
| 3. Supplier relations: | ||||
| The Company's suppliers are evaluated on a regular basis. They are assessed based on product delivery, quality and price, and the best supplier is chosen through elimination. As for payments, which is an issue of great concern to suppliers, the Company has measures in place to ensure that payments are made in strict accordance with the agreed terms. | ||||
| 4. Stakeholders' interests: | ||||
| The Company's directors are highly disciplined, and refrain from voting on any agenda that concern their own interests. | ||||
| 5. Directors' and supervisors' continuing education: | ||||
| The Company actively encourages all directors to engage in continuing education. Information regarding their continuing education has been uploaded to the Market Observation Post System. | Consistent with Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||||
| implementation of customer policy, and insuring against liabilities of company directors and supervisors)? | Title | Name | Course date | Organizer | Course name | Training hours | ||
| Director | Lin Mu-Ho | 2025/09/26 | Securities & Futures Institute | 2025 Insider Trading Prevention Presentation Conference | 3.0 | |||
| Director | Lin Feng-Ran | 2025/09/26 | Taiwan Corporate Governance Association | Sustainability Disclosure and Investment Value from the Investor Perspective: Explaining the ESG Disclosure Framework and Risk Monitoring, and Linking Them to Capital Market Trust | 3.0 | |||
| Director | Lo Chih-Chi | 2025/12/23 | Economic Daily News | Financial Competitiveness Forum: Sustainability + Innovation — New Opportunities for Asia Asset Management Center | 8.0 | |||
| 2025/12/15 | Taiwan Institute of Directors | Toward 2026: Steering Asia and Building a Forward-Looking Corporate Blueprint | 3.0 | |||||
| 2025/12/11 | Economic Daily News | Economic and Investment Outlook Forum: Resilience 2026 | 8.0 | |||||
| 2025/12/10 | KPMG | 2025 Corporate Governance Forum: Corporate Governance Amid Changing Dynamics | 3.0 | |||||
| 2025/09/26 | Securities & Futures Institute | 2025 Insider Trading Prevention Presentation Conference | 3.0 | |||||
| 2025/07/02 | KPMG | Analysis of the Global Semiconductor Industry Chain | 3.0 | |||||
| 2025/06/20 | KPMG | Interpretation of Latest News and Regulations | 3.0 | |||||
| 2025/04/22 | Economic Daily News | The New U.S. Tariff Storm: Taiwanese Businesses' Survival Strategies Amid the Reshaping of Global Supply Chains | 3.0 | |||||
| Director | Chen Hsiao-Chun | 2025/09/26 | Securities & Futures Institute | 2025 Insider Trading Prevention Presentation Conference | 3.0 | |||
| Independent Director | Chen Chien-Chun | 2025/08/13 | Taiwan CPA Association, R.O.C | Practical Discussion on the Template for CPAs' Internal Control and Audit Systems for Anti-Money Laundering and Countering the Financing of Terrorism | 3.0 | |||
| 2025/03/28 | Taiwan CPA Association, R.O.C | Key Points and Analysis of Issues Relating to Business Income Tax Filing | 7.0 | |||||
| Independent Director | Chen Hung-Chang | 2025/04/23 | The Institute of Internal Auditors-Chinese Taiwan | Practical Audit Techniques | 6.0 | |||
| Assessment criteria | Status (Note) | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||||||
| Independent Director | Chou Liang-Chen | 2025/06/26 | Taiwan Securities Association | Analysis of Regulations and Cases Relating to Anti-Money Laundering and Countering the Financing of Terrorism | 3.0 | |||||
| 2025/03/20 | Taiwan Academy of Banking and Finance | Corporate Governance Seminar | 3.0 | |||||||
| 6. Risk management policies and risk assessment standards: The Company has internal control systems in place for various activities, and an internal audit unit that conducts strict audits on a monthly basis. Any defects found during audit will be followed up closely for improvement. Both the procurement and business functions choose their suppliers and customers in a stringent manner, and carry out the Company's business activities in the utmost integrity and fairness. Customer policy: The Company grants its customers more favorable credit terms as relationship progresses. Accounts receivables are monitored regularly, while collection experience is shared with peers to obtain up-to-date information on customers' financial position. Liability insurance for directors: | ||||||||||
| Insured parties | Insurance company | Sum assured (US$) | Period of coverage (start/end) | Status of coverage | Remarks | |||||
| All directors | South China Insurance Co., Ltd. | 10,000,000 | From: June 16, 2025 To: June 16, 2026 | Renewal coverage | ||||||
| IX. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by TWSE Corporate Governance Center, and propose enhancement measures for any issues that are yet to be rectified: (Not applicable as the Company is not one of the evaluated subjects) · Prepare the sustainability report and submit it to the Board of Directors for approval, and obtain third-party assurance. · Formulate energy management policies and estimate the impact of climate change on the Company's financial operations. · Disclose the remuneration to directors and managers and link it to ESG-related performance evaluation. · Convene the annual general meeting before the end of May and voluntarily disclose the remuneration of individual directors. · The Company values the diversity of its board members in addition to professional capacity and independence. The Company has set goals to increase independent director seats to more than 50% of the board, and plans to add one independent director seat in the future. In terms of gender equality, female directors currently account for 29% of the board, and the Company plans to increase the percentage of female directors to more than 40% in the future. |
Note: Regardless of whether "Yes" or "No" is checked for the implementation status, an explanation shall be provided in the summary description column.
(IV) Composition, responsibilities, and operation of the Remuneration Committee and Nomination Committee:
- Remuneration Committee
(1) Remuneration Committee members
| Identity (Note 1) | Criteria | Professional qualification and experience (Note 2) | Independence criteria (Note 3) | Number of other public companies in which concurrently serves as Remuneration Committee member |
|---|---|---|---|---|
| Name | ||||
| Independent Director | Chen Hung-Chang (convener) | Please see Page 8 - "A. Directors' expertise and independent directors' independence" | None | |
| Independent Director | Chen Chien-Chun | None | ||
| Independent Director | Chou Liang-Chen | 2 |
Note 1: Years of work experience, professional qualification, and independence of each Remuneration Committee member are explained in the chart. For members who are also independent directors, references have been made to Attachment 1 - Directors' and Supervisors' Background (I) on page _. In the Identity field, each member is specified either as independent director or other (with additional remark for the role of convener).
Note 2: Professional qualification and experience: Professional qualification and experience for each member of the Remuneration Committee is explained.
Note 3: Compliance of independence: Independence of Remuneration Committee members is evaluated using several criteria including but not limited to: whether they or their spouse or 2nd-degree relatives or closer serve as director, supervisor, or employee in the Company or any of its related businesses; the number and percentage of Company shares held in their own names or names of spouse, 2nd-degree relative or closer (or proxy shareholder); whether the serve as director, supervisor, or employee in any entity that has certain relationship with the Company (refer to Subparagraphs 5-8, Paragraph 1, Article 6 of Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange); and the amount of compensation received in the last two years for providing commercial, legal, financial, accounting or other professional services to the Company and its related businesses.
Note 4: For method of disclosure, please refer to the best practice examples presented on the website of Taiwan Stock Exchange Corporate Governance Center.
(2) Duties of the Remuneration Committee
(1-1) Review the articles of association for Remuneration Committee periodically and propose the suggestions about amendments thereto.
(1-2) Stipulate and review regularly the criteria for performance appraisal on the Company's directors, supervisors and managers, the Company's annual and long-term performance targets, and compensation policies, systems, standards and structures.
(1-3) Review the achievement of performance targets by the Company's directors, supervisors and managers periodically, and stipulate the contents and amount of the remuneration to individual directors, supervisors and managers based on the assessment result generated in accordance with the criteria for performance appraisal.
(3) Functionality of the Remuneration Committee
(1-1) The Company's Remuneration Committee consists of 3 members.
(1-2) The members of the Remuneration Committee were re-elected on July 12, 2023. The term of office of the current members is from July 12, 2023 to June 15, 2026. From 2025 to 2026, as of the date of publication of the annual report, the Remuneration Committee held 5 meetings (A). The qualifications and attendance of the members were as follows:
| Title | Name | Actual attendance (B) | Attendance by proxy | Percentage of actual attendance (%) (B/A)(Note) | Remarks |
|---|---|---|---|---|---|
| Convener | Chen Hung-Chang | 5 | 0 | 100% | |
| Committee member | Chen Chien-Chun | 5 | 0 | 100% | |
| Committee member | Chou Liang-Cheng | 5 | 0 | 100% | |
| Other remarks: I. In the event where the Remuneration Committee's proposal is rejected or amended in a board of directors meeting, please describe the date and session of the meeting, details of the agenda, the board's resolution, and how the company had handled the Remuneration Committee's proposals (describe the differences and reasons, if any, should the board of directors approve a solution that was more favorable than the one proposed by the Remuneration Committee): None. II. Should any committee member object or express qualified opinions to the resolution made by the Remuneration Committee, whether on-record or in writing, please describe the date and session of the meeting, details of the agenda, the entire members' opinions, and how their opinions were addressed: None. |
Note: (1) Date of resignation is shown for members of the Remuneration Committee who had resigned prior to the close of the financial year. The percentage of actual attendance $(\%)$ is calculated based on the number of Remuneration Committee meetings held and the number of meetings actually attended during active duty.
(2) If a re-election of Remuneration Committee members had taken place prior to the close of the financial year, members of both the previous and the current Remuneration Committee will be listed; in which case, the remarks column will specify whether the committee member was elected in the previous board, the new board, or both. The percentage of actual attendance $(\%)$ is calculated based on the number of Remuneration Committee meetings held and the number of meetings actually attended during active duty.
(1-3) Discussions and resolutions of the Remuneration Committee, and the Company's response to committee members' opinions: All motions raised for discussion by the Remuneration Committee in 2025 and 2026 up to the date of publication of the annual report were passed without alternative opinion.
| Date of Remuneration Committee Meeting | Motion | Resolution | The Company's response to the Remuneration Committee's opinions |
|---|---|---|---|
| 2025/01/15 | Review of 2024 year-end bonus allocation principles for managers. | Passed by all members of the Committee unanimously. | Proposed to the Board of Directors and passed by all present directors unanimously. |
35
| Date of Remuneration Committee Meeting | Motion | Resolution | The Company's response to the Remuneration Committee's opinions |
|---|---|---|---|
| 2025/03/13 | Review of the amount and method of allocation for the 2024 employee/director remuneration. | Passed by all members of the Committee unanimously. | Proposed to the Board of Directors and passed by all present directors unanimously. |
| 2025/05/07 | Review of the proposal for changes in the remuneration of managers. | Passed by all members of the Committee unanimously. | Proposed to the Board of Directors and passed by all present directors unanimously. |
| 2026/01/29 | 1. Review of 2025 year-end bonus allocation principles for managers. | Passed by all members of the Committee unanimously. | Proposed to the Board of Directors and passed by all present directors unanimously. |
| 2. Proposal for directors’ and managers’ remuneration adjustment. | |||
| 2026/03/12 | 1. Review of the amount and method of allocation for the 2025 employee/director remuneration. | Passed by all members of the Committee unanimously. | Proposed to the Board of Directors and passed by all present directors unanimously. |
| 2. Review of the proposal for changes in remuneration of directors and managers. |
2. Nomination Committee
(1) Nomination Committee members
The Committee shall be composed of at least three directors appointed by the Board of Directors, with more than half of the members being independent directors. The Committee operates in accordance with the Company's "Nomination Committee Charter."
| Identity
(Note 1) | Criteria | Professional qualification and experience |
| --- | --- | --- |
| Independent Director | Chou Liang-Cheng (Convener) | Please see Page 8 - "A. Directors' expertise and independent directors' independence" |
| Independent Director | Chen Chien-Chun | |
| Independent Director | Chen Hung-Chang | |
(2) Duties of the Nomination Committee
(1-1) Select and review suitable candidates for directors, assess the independence of independent directors, and submit a recommended list of candidates to the Board of Directors.
(1-2) Review the performance evaluations of the Board of Directors, each committee, and individual directors.
(1-3) Assess the independence of independent directors on an annual basis.
(1-4) Plan and implement continuing education programs for directors.
(1-5) Handle other matters assigned by the Board of Directors to the Committee.
(3) Functionality of the Nomination Committee
(1-1) The Company’s Nomination Committee consists of three members.
(1-2) The Company’s Nomination Committee was established on November 6, 2025. The term of office of the current members is from November 6, 2025 to June 15, 2026, which is the same as the term of the current Board of Directors. From 2025 to the publication date of the annual report in 2026, no Nomination Committee meeting had been held.
(V) Sustainable development practices; deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Has the Company implemented a governance framework that supports sustainable development, and designated a unit that specializes (or is involved) in the promotion of sustainable development? Is the unit empowered by the board of directors and run by senior management, and how does the board supervise progress? | V | The Company established its Sustainable Development Code of Conduct on March 30, 2022 and assembled a Sustainable Development Team comprising personnel from different departments. The Group President serves as the convener, and the Team is divided into 4 sub-teams: labor and human rights, health and safety, environmental protection, and professional ethics. Each department is audited and performance results are reported monthly based on human rights, environmental protection, ethics, public welfare, and employee health and safety. Each team will compile sustainable development-related strategies, management policies, and promotion plans on a regular basis each year and submit them to the Board of Directors on November 6, 2024. The Board of Directors also approved the addition of internal control procedures for the management of sustainable information. Sustainable development is the concept that businesses should do more than just maximizing profits and shareholder value, but also bear responsibilities to stakeholders such as workers, consumers, the environment, and the community. One of the core principles is to protect the rightful interests of workers, which broadly covers issues concerning non-discrimination, prohibition of child labor, prohibition of forced labor, and workplace safety and health. 1. Provide work and living conditions that are safe and healthy. | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 2. Offer legal compensations and benefits that meet employees' basic requirements. | ||||
| 3. Enhance corporate governance to maximize shareholder value | ||||
| 4. Respect intellectual property rights and engage in trades with integrity and fairness | ||||
| 5. Adopt energy and carbon reduction measures to lessen impact on the environment. | ||||
| The Company's Board of Directors obtains sustainability reports on a regular basis, and the management must propose the Company's future vision and strategy to the Board of Directors. | ||||
| The Board of Directors evaluates and urges the management team to conduct rolling reviews and adjustments. No major abnormalities occurred in 2025. | ||||
| II. Has the Company conducted risk assessment on environmental, social, and corporate governance issues that are relevant to its operations, and implemented risk management policies or strategies based on principles of materiality? (Note 2) | V | In response to the global major economic, social and environmental risks, the Company establishes the systematic risk response policies and procedures in accordance with the risk management guidelines and guidance. In order to perform the Company's risk identification operations, the product R&D, manufacturing and sales units, and the finance, legal affairs, HR, information center and environmental safety management units, annually review the scenario in terms of the corporate sustainability, including the financial elements, such as market and liquidity risks, and non-financial risks, e.g., Compliance, information security, climate and environmental protection, and social issues, in order to seek the opportunity to respond to the risks. Outside the organization, the risk management is primarily focused on the product competition and market strategies, while the risk management inside the organization is focused on the information security management and compliance. As the management focus on the overall strategies, the Company promotes the competitiveness through differentiation of products and high-quality technology and thereby creates the financial effects for the Company successfully. Internally, the Company performs the drill to respond to the business interruption caused by the climate risk laws & regulations, and impact rendered by the information security, to enhance and well-found vulnerable internal system frameworks and improve the resilience of corporate sustainability. |
(1) Environmental issues
In order to improve the environmental protection constitution, the Company adopts the policies including green innovation, energy saving and carbon reduction, and expansion of the inspection on greenhouse gas and paperless & recycling. The Company wishes to make some contribution to the land it loves so deeply. Further, the Company constantly encourages employees to adopt vegetarian diet, take staircase instead of elevator, save water, turn off lights where appropriate, and sort garbage. All lighting equipment has been replaced with LED and various actions are being taken to improve overall competitiveness. These practices are estimated to reduce CO2 emission by approximately 20,000 kg per year. On the basis of corporate sustainability, the | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (2) Company continues to work with stakeholders including employees, customers, suppliers, shareholders, government agencies, and competent authorities toward creating economic, environmental, social, and sustainability values. |
Social issues
The Company has complied with local labor laws and international frameworks, and follows “UN Universal Declaration of Human Rights,” “UN International Labour Organization,” “UN Guiding Principles on Business and Human Rights,” as well as principles of International Bills of Human Rights. It also respects globally recognized basic human rights, and enforces them with measures of diversity, inclusion, equal opportunity, reasonable working hours, healthy and safe working environment, freedom of association, collective bargaining, and privacy protection. The Company also provides complete and sound welfare policies and safe working environments in the hope of providing protection and ensuring work-life balance for every employee. No employment dispute had arisen in 2025.
(3) Corporate governance issues:
The Company continues to enhance its corporate governance by deepening the governance cultures, practicing the directors’ functions effectively, promoting shareholders’ activism, improving the quality of information disclosure and enhancing legal compliance. The Company has implemented relevant policies and guidelines to be followed by employees, including Integrity Code of Conduct and rules against illegal and unethical conduct.
There had been no significant abnormality with regards to the identification of environmental, social, and governance issues, risk assessment process, outcome, and risk management policies and strategies within Chenming Group (including subsidiaries) in 2025. | |
| III. Environmental issues
(I) Has the Company developed an appropriate environmental management system, given its distinctive characteristics? | V | | (I) The Group's operating systems and processes have passed multiple international standard certifications including ISO 9001, ISO 14001, ISO 45001, ISO 50001, ISO 13485, TS-16949, OHSAS 18001, etc. In recent years, the Group has promoted the EICC Electronic Industry Standards, which regulate labor rights, labor safety, environmental protection, etc. in accordance with relevant standards, and focuses on the establishment of relationships between managers and employees and between managers and customers. | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
| (II) Is the Company committed to making efficient use of energy, and using renewable materials that produce less impact on the environment? | V | | (II) The Company is dedicated to solving problems at the source. The office premises adopt the high-efficiency LED lighting equipment with power-saving logo. The air conditioning and lighting equipment are equipped with controllers additionally. The automatic switch on/off is set for the routine work and lunch break. The factory premises adopt the policies to recycle packing materials and re-use the waste materials. The office premises implement the garbage sorting to upgrade the recycling efficiency, thereby resulting in reduction of raw material | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||||
| input and waste output, and minimization of ts impact on the environment. The Company purchases green electricity at each plant, which can reduce carbon emissions from electricity consumption for its products and help enhance export sales of its products. Green electricity purchased by each plant in 2025 was as follows: | ||||||||
| Plant | Headquarters | Dongguan Site | Ningbo Site | Zhongli Plant | ||||
| kWh | 172,740 | 16,701,490 | 10,323,567 | 547,036 | ||||
| (III) Does the Company assess potential risks and opportunities associated with climate change, and undertake measures in response to climate issues? | V | (III) As global warming becomes a reality and the impact of climate change becomes increasingly evident, the Company has gained a deeper awareness of issues relating to the natural environment and energy scarcity. The Company will proactively improve its environmental practices and contribute to the land we cherish through green innovation, energy conservation and carbon reduction, expanded greenhouse gas inventory coverage, paperless operations, and resource recycling. | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | |||||
| Risks of climate change | Extreme weathers such as Typhoon, flood, and drought | Rise in GHG emission cost | ||||||
| Risk impacts | Reduction or disruption of production capacity, impairment or replacement of assets | Increase in operating cost | ||||||
| Opportunities of climate change | Improved response to extreme weathers | Improvement of energy efficiency | Use of low-carbon energy sources | |||||
| Effects of opportunities | Reduced loss of capacity and materials | Reduced operating costs | Reduced GHG emission | |||||
| Explanation | Chenming's manufacturing plant is located in the coastal area, which may lead to reduced or interrupted production capacity, interruption of product transportation, etc. By strengthening the response to extreme weather events, it will be able to reduce risks and continue operations. | By improving energy efficiency and using clean energy, Chenming will be able to reduce this portion of operating costs. | ||||||
| Response measures | Chenming has made emergency response plans and preparations to mitigate risks of extreme weathers. | Develop plans to reduce greenhouse gas emissions and replace equipment with inefficient energy use. | Chenming has installed solar photovoltaic power generation equipment, and the green electricity usage reached 15.90 million kWh in 2025. |
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| For details on the Company's commitments to climate change, please refer to the corporate sustainability report. |
Chenming is dedicated to protecting the environment and is constantly exploring ways to reduce energy, carbon, paper, greenhouse gas, and operating costs as part of its corporate social responsibilities. The Company's efforts in this respect revolve around three main objectives: "voluntary carbon reduction," "climate change disclosure," and "climate policy engagement." In the future, the Company will keep upholding the spirit as an entrepreneur to pursue customers' satisfaction and upgrade its overall competitiveness actively. On the basis of corporate sustainability, the Company continues to work with the stakeholders including its employees, customers, suppliers and shareholders, governments and competent authorities to aim at creation of the sustainable economic, environmental and social value. | |
| (IV) Does the Company maintain statistics on greenhouse gas emission, water usage, and total waste volume in the last two years, and implement policies aimed at reducing greenhouse gas, water, and waste? | V | | (IV) The Company has energy conservation and resource management procedures in place. It constantly encourages employees to adopt vegetarian diet, take staircase instead of elevator, save water, turn off lights where appropriate, and sort garbage. All lighting equipment has been replaced with LED. The Company calculates CO2 emission using the guidelines provided on the environmental protection website of the industrial park. In 2024, the items measured were energy consumption of 266,017.25 kg, transportation of 110,563.86 kg, workplace emissions of 237,078.00 kg, audiovisual entertainment of 0 kg, household appliances of 35,064.14 kg, and other categories of 86,041.58 kg. In 2024, total carbon dioxide emissions were 734,763.84 kg, water consumption was 1,174 kWh, and domestic waste amounted to 3,300 kg.
In 2025, the items measured were energy consumption of 177,204.44 kg, transportation of 125,921.60 kg, workplace emissions of 232,335.26 kg, audiovisual entertainment of 0 kg, household appliances of 33,356.81 kg, and other categories of 83,461.14 kg. In 2025, total carbon dioxide emissions were 652,279.24 kg, water consumption was 1,169 kWh, and domestic waste amounted to 3,000 kg.
In 2026, the Company plans to reduce carbon emissions, water consumption, and domestic waste by 1.2%, respectively, under the same output value per unit. Outcomes of the Company's energy and carbon reduction measures undertaken in response to greenhouse gas:
(1) Indoor office temperature was set at 26-28 degrees Celsius to lessen the use of air conditioning, while replacement of lighting equipment with LED and energy-efficient variants continued since 2018. These measures | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| reduced CO2 emission by approximately 20,000 kg per year. | ||||
| (2) Recycling and re-use of paper helped reduce the overall volume of waste, and 80% of which can be processed into reclaimed paper. The Company recycles approximately 600kg of paper each year. | ||||
| (3) Since 2019, the Company has introduced online document approval via the web-based system to promote paperless operations. Email notifications are used for online approval documents. The Company introduced 10 items in 2019, 14 items in 2020, 11 items in 2021, 5 items in 2022, 2 items in 2023, 6 items in 2024, and 3 items in 2025, thereby improving operational process efficiency and reducing paper usage. | ||||
| (4) Through the recycling of coffee grounds and PET bottles, the Company transforms waste into materials. As of 2025, the Company had recycled coffee grounds from 7,200 cups of coffee and 480 kg of PET bottles. | ||||
| IV. Social issues | ||||
| (I) Has the company developed its policies and procedures in accordance with laws and International Bill of Human Rights? | V | (I) The Company has complied with local labor laws and international frameworks, and follows “UN Universal Declaration of Human Rights,” “UN International Labour Organization,” “ UN Guiding Principles on Business and Human Rights,” as well as principles of International Bills of Human Rights. It also respects globally recognized basic human rights, and enforces them with measures of diversity, inclusion, equal opportunity, reasonable working hours, healthy and safe working environment, freedom of association, collective bargaining, and privacy protection. In order to protect employees’ important rights, we have also developed the employee code of conduct in the Work Rules to make every employee understand, acknowledge and commit to the Rules since their first day in the Company. |
Concerns about human rights, and practices thereof:
1. The affected subjects in the respectful and safe working environment projects refer to the whole employees, including 0 employee exposed to high risk. The specific practices include:
A. Aim to "provide a respectful and safe working environment", e.g. renovation of offices, kitchen and meeting rooms, in order to build a more open and relax working space. Additionally, the Company has already erected the private and secret breastfeeding room voluntarily per the government’s requirement, so that the relevant workers may take care of their family and work at the same time after being in labor.
B. The Company arranges annual employee health checkups according to Article 15 of “Worker Health Protection Rules” of the Ministry of Labor to track employees’ health conditions. Furthermore, the Company provides health-related information through website and various forms of seminar. | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
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| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| C. The Company encourages employees to participate in sexual harassment prevention seminars, and has "Sexual Harassment Prevention" guidelines established in the "Work Rules" to protect employees, maintain gender-equal opportunities, and provide a work environment free of sexual harassment. | ||||
| 2. With respect to eliminating discrimination and ensuring equal work opportunities, the Company has implemented employment procedures that aimed to eliminate discrimination at as early as the recruitment stage, and no employee was susceptible to high risk in this respect. The scope of practices taken included: | ||||
| A. Comply with the local government’s labor laws and regulations, international regulations and EICC, and practice internal laws and regulations. | ||||
| B. Promote and practice the internal control procedures; Article 7 in Chapter II of the Company's “Work Rules” provides the non-discrimination principles stating that the Company employs workers without discrimination based on race, hierarchy, language, thought religion, partisanship, nationality, place of birth, gender, sexual orientation, age, marital status, appearance, facial features, physical or mental disability, or past union membership. | ||||
| 3. In the project for prohibition of child labors, the Company has complied with the relevant employment procedures pursuant to laws at the very beginning, in order to eliminate employment of any child labors. There is 0 employee with high risk. The specific practices include: | ||||
| A. According to Article 58 in Chapter VI of the Company's “Work Rules”, the Company is prohibited from employing child labors and shall inspect hired employees to ensure zero negligence through the double check. | ||||
| 4. No employee was susceptible to high risk with respect to the prohibition of forced labor. The scope of practices taken included: | ||||
| A. Enforcing local employment regulations, international standards, and the Company's "Work Rules." Prior to hiring, the Company ensures that employees have agreed to the employment terms and are providing service willingly free of coercion. | ||||
| 5. The affected subjects in the project for helping employees maintain the physical and mental health, and balance between work and life, refer to the whole employees, including 0 employee exposed to high risk. The specific practices include: | ||||
| A. Provide multiple allowances and subsidies to diversify the employees’ idea about “maintenance of mental and physical health, and balance between work and life”, e.g. three major festival bonus, |
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| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| birthday allowance, travel allowance, year-end party and bonus, et al.. | ||||
| In order to protect female employees' interest and right, and help them take care of work, health and family at the same time, the Company offers the "menstrual leave", "family care leave", "maternity leave", "paternity leave", "breastfeeding time" and "regulations governing leave without pay". | ||||
| (II) Has the Company developed and implemented reasonable employee welfare measures (including compensation, leave of absence, and other benefits), and appropriately reflected business performance or outcome in employees' compensations? | V | (II) Although the Company has established labor union, the labor union has not yet requested the Company to negotiate a collective agreement, so no collective agreement has been signed. The labor union reviews labor conditions, welfare measures, occupational safety, internal complaint system, labor union organization operations and the use of corporate facilities and other labor-management affairs every year. | ||
| Chenming is committed to providing comprehensive and sound welfare measures and a safe working environment, so that every employee can obtain protection and balance between work and life. Performance evaluation is not only an important basis for management to adjust employee salaries, but also an important tool for the Company to create an excellent career development environment and support employees to achieve their personal goals. Chenming will provide promotion opportunities for employees with outstanding performance, encouraging them not only to demonstrate their personal talents, but also to take the responsibility of leading the team to improve performance and exert greater influence. | ||||
| According to the internal "Employee Evaluation Regulations", the Company conducts performance evaluation once a year. In each evaluation, the Company will have in-depth discussions with employees on the implementation of goals, and use specific behavioral cases to review and improve employee behavior to ensure that it meets the expectations of the Company's vision. In 2025, all employees had completed the annual performance evaluation, and the coverage rate reached 100%. | ||||
| The welfare policies are stated as following: | ||||
| 1. Flexible attendance system | ||||
| The Company provides various types of leave and flexible working hours in accordance with the law, allowing some employees to adjust their working hours according to their own circumstances. They can enter the office at 9:30 in the morning at the latest and leave the office at the same time as the working hours in the evening, so they can have no worries. | ||||
| 2. Three major festival bonus (coupon) and subsidy | ||||
| Labor Day, Mid-Autumn Festival and Dragon Boat Festival gift vouchers, and birthday gifts. | ||||
| Marriage cash gift, childbirth cash gift, hospitalization allowance and funeral assistance. | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Multiple dinner parties and travel allowances. | ||||
| Parking discount. | ||||
| 3. Comprehensive insurance | ||||
| In addition to the labor insurance, national health insurance and monthly contribution of pension fund for each employee under laws, the Company also plans the comprehensive group insurance for employees, including life insurance, accidental insurance, medical insurance, and cancer insurance, and also raise the insured value for the colleague who are expatriated overseas and take business trips overseas, in order to increase the overall protection of employees, make their family members relax and help the colleagues work without worry. | ||||
| 4. Sound retirement mechanism | ||||
| The Company complies with regulations and has been contributing a sum equal to 6% of employees' monthly salaries into their personal accounts held under the Bureau of Labor Insurance for all employees who came onboard after July 1, 2005 and for existing employees who opted for the new pension scheme introduced by the Labor Pension Fund Act. Employees who are assigned from one related company to another may have years of service carried forward. It is the Company's intention to provide employees with as much protection as possible to facilitate circulation of talents within the group. Overseas subsidiaries adopt the defined contribution pension plan, in which they make monthly contributions to the pension, healthcare and social security systems as required by local governments. | ||||
| The Company's pension plans are as follows: | ||||
| Self-retirement: | ||||
| Workers may apply for retirement if they meet any of the following conditions: (Those who choose to apply for the Labor Pension Act shall be subject to the same provisions) | ||||
| (1) Those who have worked for more than 15 years and are 55 years old or above. | ||||
| (2) Those who have worked for more than 25 years. | ||||
| (3) Those who have worked for more than 10 years and are 60 years old or above. | ||||
| Compulsory retirement: | ||||
| The Company shall not force employees to retire unless any of the following conditions apply: | ||||
| (1) Those who are at least 65 years old. | ||||
| (2) Mentally or physically disabled and unable to perform work. | ||||
| The age limit specified in the first subparagraph of the preceding paragraph may be adjusted upon the approval of the central competent authority for workers who are engaged in dangerous or physically demanding work, but |
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| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| shall not be less than 55 years old. | ||||
| 5. Care the colleagues’ mental and physical health | ||||
| The Company upholds the core management philosophy that we are family. In order to help the colleagues verify their own physical health condition, the Company organizes the annual health checkup, physical and mental health seminars and various health promotion events periodically to help take care of the employees’ physical and mental health. | ||||
| 6. Parental leave system | ||||
| Chenming provides a parental leave without pay system that exceeds statutory requirements. The reinstatement rate after parental leave was 100% in 2023, 90% in 2024, and 90.9% in 2025. | ||||
| (III) Does the company provide employees with a safe and healthy work environment? Are employees trained regularly on safety and health issues? | V | 1. The Company’s Labor Safety Office is dedicated to occupational safety affairs; it arranges annual employee health checkup and conducts fire drills to educate employees on the correct health knowledge and proper response to unexpected incidents. Meanwhile, the Company also offers health educational information on its website and in various forms of trainings. The Company has access control at all entrances that are guarded by securities for employee safety for 24 hours a day. | ||
| In order to improve the health of employees, the Company’s management department promotes the prevention and treatment of chronic diseases such as obesity and the three highs (i.e. high blood sugar, high blood lipids, and high blood pressure). Within one month after the Company handles the health check, it will arrange for the doctor at hospital to interview and explain the health check report of the employees (not limited to obesity and three highs and other chronic diseases). The doctor will teach them to understand the secrets of the numbers on the health check report, and through these numbers, they can better understand their own physical condition and change bad living habits to avoid the occurrence of diseases. The Company also promotes vegetarian diets and encourages people to reduce the use of elevators and organizes fitness activities such as weekend hiking trips. | ||||
| 2. The Company’s electromechanical or firefighting equipment is maintained or repaired annually, quarterly or monthly as required to ensure its best performance at all time. The Company also purchases public liability insurance for additional protection. | ||||
| 3. The Company is committed to taking care of its employees, actively giving back to the community and fulfilling its corporate responsibilities. In 2024, it was awarded the 1111 Employment Bank Silver Medal. | ||||
| 4. The number of occupational accidents in 2025 was 0. | ||||
| 5. In order to strictly prevent the harm to life and property caused by major accidents, fire drills are held every year in case of emergencies, and emergency response drills are completed 4 times throughout the year to enhance employees’ | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| disaster prevention awareness and strengthen escape and self-rescue and mutual rescue skills. In 2025, there was no fire incident and the Company was not penalized for any violation of environmental protection laws and regulations. To ensure the safety of employees at work, the Company has not only formulated an "Occupational Safety and Health Management Policy", but also established an EHS (Environment, Health and Safety) organization by the top managers of each operating site. Occupational safety and health personnel at each operating site are managed in accordance with ISO 45001 or equivalent international standards. According to the data of production sites in 114, the management system covers all employees of all operating sites, with a coverage rate of 100%. | ||||
| 7. To ensure the safety of employees and factories and avoid personal injury and property loss, each factory and department complies with government regulations and operating standards and conducts independent inspections; factory safety managers conduct routine audits, incorporate audit results into performance evaluations, and offer bonuses to outstanding managers to encourage personnel to participate in occupational safety management. Audit deficiencies are tracked and improved by auditors to confirm results, 235 hidden dangers have been eliminated, and all employees participate in hidden danger inspections, which provide strong support for the Company's safety management work. In 2025, the total bonus for outstanding CSR managers was $14,050. | ||||
| 8. Each factory area shall regularly entrust a monitoring agency to implement work environment monitoring based on actual work hazard conditions and regulatory requirements, control the hazard factors in the work environment, and make improvements to the work site based on the monitoring results to reduce the occurrence of occupational diseases. For major production factories in China, physical factor monitoring items include noise, illumination, and dust, etc. In addition, some factories have a small number of personnel engaged in high-temperature and radiation operations. In order to prevent employees from being exposed to various hazardous factors at work and causing health hazards, special health inspections are carried out on hazardous workers in accordance with laws and regulations, and health management is implemented in a graded manner according to the results of the health inspections. In 114, external testing agencies conducted occupational hazard factor inspections at a total of 292 points, including 49 occupational hazard factors such as noise, dust, benzene, high temperature, and laser. Except for some noise and illumination positions that exceeded the standard, the remaining hazard factors all met the exposure limit values, with a pass rate of 86%. For noise levels that exceed the standard, the departments that exceed the standard are required to realign the work hours of their employees, supervise the employees to wear personal labor protection equipment (earplugs or earmuffs), and make engineering improvements to the |
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| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| equipment, such as adding sound insulation protection, to reduce the harm of noise to the body. | ||||
| 9. In 2025, the total working hours of employees of the Group were 13,483,174 hours. The occurrence of occupational injuries and occupational diseases by region is shown in the table below. During the year, the number of fatalities caused by occupational injuries and occupational diseases and the number of occupational diseases were both 0; the severe occupational injury rate was 0; and the occupational injury rate was 2.85%. Occupational injuries occurred mainly in plant areas and were primarily crushing and impact injuries. To prevent harm to personnel caused by machinery, the Group implements source management of machinery and equipment, requires the installation of safety protective devices when machinery is purchased, and includes such devices in routine inspections. Going forward, the Group will further regulate occupational health and safety management to achieve the goals of “zero work-related fatalities and zero occupational diseases.” | ||||
| (IV) Has the Company established some effective career development training plan for employees? | V | Driven by its human resource philosophy of growing with employees, the Company implements the policy of integrating training with actual work practice and develops a complete training system along with a series of training courses that cover everything from orientation to specialist skill training. Employees in position that requires special skills are sent to professional institutions for specialist skill training and certification. Furthermore, at the end of each year, each department is required to submit a list of desired training courses for the following year, so that next year's training program can be planned optimally. Through various forms of training, we wish to improve employees' theoretical and practical knowledge, provide help and guidance where needed, and help them apply knowledge in their jobs and private lives. The Company arranges reasonable number of management trainees depending on the growth objectives every year. Through the open, fair, competitive and selective internal promotion mechanism, the Company creates the environment and conditions for outstanding young managers and selects the trainees via multiple channels. In 2025, the Company has organized internal and external training courses totaling 679 persons attended with a total of 2,195.5 man-hours. | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | |
| (V) Has the Company complied with laws and international standards with respect to customers' health, safety, and privacy, marketing and labeling in all products and services offered, and implemented consumer/customer protection policies and complaint procedures? | V | (V) In order to reduce environmental impacts of the Company’s products on the environment and ecology, the Company has fulfilled corporate responsibility, met international green product standards and improved the product green competitiveness. | ||
| Through its Green Procurement Guidelines, the Company requires its suppliers to comply with EU REACH, RoHS, and hazardous-substances management regulations of the HF, and sign the environmental protection declaration as a commitment to compliance. New suppliers are required to sign or publish declaration for green commitment. All internal departments have coordinated with the Legal Affairs Department and implemented complaint procedures and | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| operating rules for the protection of consumers' rights. The complaint may be raised via phone or email. | ||||
| (VI) Whether the Company adopts any specific suppliers' management policy demanding that the suppliers should comply with the related regulations governing environmental protection, occupational safety and health or labors' human rights, and how the policy is implemented? | V | (VI) The Company demands its suppliers to obtain certification for ISO 14001 - Environmental Management System and EICC, and offers guidance to help them achieve so. The Company requires all goods and service suppliers to sign a "Social Responsibility Commitment" before placing purchase orders to them. When conducting annual or new supplier evaluation, all departments are required to include the Company's standards on labor rights, business ethics, environmental protection, and occupational safety and health as part of the evaluation. The Company has a unit that specializes in social responsibility/EICC management. The scope of management extends to suppliers and contractors, meaning that any violation of corporate social responsibilities by a supplier or contractor that causes significant impact to the environment or society would result in the termination of service contract. | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | |
| V. Does the Company prepare sustainability report or any report of non-financial information based on international reporting standards or guidelines? Whether said report has been assured or guaranteed by a third party certification unit? | V | The Company’s sustainability report is prepared primarily with reference to the core option of the GRI Standards (2021) issued by the Global Reporting Initiative (GRI), as well as the standards of the Sustainability Accounting Standards Board (SASB). The Company has not yet applied for third-party review. | Consistent with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | |
| VI. If the Company has established sustainability policies in accordance with "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies," please describe its current practices and any deviations from the Best Practice Principles: | ||||
| VII. The Company has established Chenming Electronic Technology Sustainable Development Best Practice Principles based on "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies." The routine operations are implemented in accordance with the principles on corporate governance, sustainable environment, public welfare, and enhanced disclosure of corporate social responsibility information. No deviation from the Best Practice Principles was found. | ||||
| VIII. Other important information that facilitates understanding of the implementation status of sustainable development promotion: | ||||
| • In 2025, the Company donated NTS100 thousand to the Taiwan Fund for Children and Families as a child support fund, contributing to society. | ||||
| • In 2025, the Company continued to promote green economy and green innovation, adopted green vegetation around the corporate headquarters, and implemented corporate social responsibility and environmental sustainability. | ||||
| • In 114, the Dongguan factory arranged to participate in the Chang'an Town community charity activities, providing rich "love gift packages" including nutritious foods, daily necessities and other love items, actively participating in community care activities, and received high recognition from the local government and community groups as a role model for enterprises, and was awarded the Charity Enterprise Award. Participated in first-aid knowledge training for youth from Taiwan, Hong Kong, and Macau, organized by the Dongguan Taiwanese Businessmen Association Changan Branch. | ||||
| • Chenming cooperates with local charity events and medical groups' blood reserve needs all year round. In 2025, it conducted on-site blood donation activities at the Company's headquarters and mainland factories to provide blood for medical use. A total of more than 450 people donated blood and raised approximately 90,000c.c. of donated blood, bringing the |
| Projects | Execution (Note 1) | Deviation and causes of deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| most immediate warmth and care to the society. | ||||
| • In 2025, the Company employed 35 persons with disabilities and organized the “Traditional Chinese Medicine for the People, Healthy Together” free medical consultation event, with more than 600 participants. | ||||
| • In 2025, the Company invested a total of CNY 3 million in CSR governance. |
Note 1: If "Yes" under the "Status of Implementation" is ticked off, please specifically explain the key policies, strategies, and measures adopted and their implementation results; if "No" is ticked off, please explain the deviations and reason in the section of "Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons thereof," and specify related policies, strategies, and measures to be adopted in the future. Notwithstanding, with respect to the Items 1 and 2, the TWSE/TPEx listed company shall specify the governance and supervision framework of the sustainable development, including but not limited to, the enactment of management policies, strategies and targets, and review on the measures, etc.. Meanwhile, please specify the Company's risk management policies or strategies against the ESG issues, and the evaluation thereof.
Note 2: The materiality principle refers to environmental, social, and corporate governance issues that are of material impact to the Company's investors and stakeholders.
Note 3: For method of disclosure, please refer to the best practice examples presented on the website of Taiwan Stock Exchange Corporate Governance Center.
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(VI) Climate-related information
1. Climate-related actions
| Item | Current progress |
|---|---|
| (I) Describe how the board of directors and the management exercise supervision and governance over climate-related risks and opportunities. | (I) The Company identifies and assesses climate risk once a year, during which it highlights areas of high risk. Outcomes of the assessment are re-examined every six months to ensure conformity and relevance with actual circumstances. The control over greenhouse gas inventory and assurance schedules was reported to the Board of Directors on March 12, 2026. |
| (II) Describe how the climate risks and opportunities identified affect the entity's businesses, strategies, and financial position (short-term, medium-term, and long-term). | (II) Short/medium/long term goals set by the Climate Change Risk Management Department: |
| Short-term goals: | |
| 1. Establish a Climate Change Risk Management Department that is responsible for the identification and management of climate-related risks and the establishment of related strategies. | |
| 2. Supervise subsidiaries in the identification and materiality-based ranking of climate-related risks. | |
| 3. Set annual power reduction target at 1%. | |
| Medium-term goals: | |
| 1. Incorporate climate-related risks into the overall risk management framework. | |
| 2. Continue including other subsidiaries into the climate risk management system. | |
| 3. Progressively adopt the use of green and renewable energy sources to 8% of total energy consumption. | |
| Long-term goals: | |
| 1. Make continual improvements to the climate risk management policy; observe domestic regulations and international initiatives; and accept climate change risks as part of the corporate spirit. | |
| 2. Ensure that the parent and subsidiaries have adequate |
| Item | Current progress |
|---|---|
| (III) State the financial impacts of extreme weather events and transition actions. | control over how climate change affects operations and business activities. Empower the Climate Change Risk Management Department with the duty of overseeing climate risk reviews in subsidiaries each year. |
| 3. Increase the use of green and renewable energy sources to 20%. | |
| (IV) Describe the procedures undertaken to identify, evaluate, and manage climate risks, and how they are integrated into the risk management system. | (III) Regarding the risks and opportunities arising from climate change, and the assessment on transformation actions, the Company has collected forward-looking financial impact information that is helpful for decision-making. Currently, there is no significant financial impact existing. |
| (IV) 1. Climate factors may reduce production capacity and income (by disrupting transportation and the supply chain or by damaging plant facilities and halting production activities). | |
| 2. Due to the enactment of greenhouse gas reduction and management laws in Taiwan, the Company is required to increase energy efficiency at operating sites and incur additional costs on the construction of renewable energy facilities and purchase of green power certificates. | |
| 3. Carbon tax and trading of carbon credit may increase compliance cost and the cost of raw materials and parts. The Company pays constant attention to natural disasters and will make adequate purchase of raw materials in advance if it anticipates disruption to the traffic network. Meanwhile, the price of carbon credit and current regulations are being monitored closely to allow quick response. | |
| (V) Where scenario analysis is used to evaluate resilience to climate change risk, describe the underlying scenarios, parameters, assumptions, factors, and key financial impacts. | (V) None of Chenming Group's factories and operating sites are located in natural reserves. All industrial zones currently occupied have been developed with proper environmental |
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| Item | Current progress |
|---|---|
| (VI) Where transition plans have been made to manage climate risks, explain plan details and the indicators and goals used for the identification and management of physical risks and transition risks. | impact assessment to avoid significant impacts on biodiversity. The Group advocates conservation and efficiency improvement, and takes reasonable actions to reduce energy consumption and waste. |
| Energy management measures have been implemented to increase production capacity and economic yield while at the same time reduce the amount of energy used in production. By collecting data in different zones, the Company is able to monitor energy consumption and analyze load in real-time for more precise control over energy costs. |
(VI) The energy sources used in production activities include fossil fuel (such as natural gas, diesel, gasoline, LPG etc.) and purchased electricity. Fossil fuel is mainly used for emergency power generators, forklifts, corporate vehicles, and living activities at dormitory and dining area. Chenming has significantly changed the percentage of fossil fuel used over time mainly by replacing diesel-based forklifts with electric-powered forklifts and eliminating diesel-based power generators. Based on the outcome of greenhouse gas survey, Chenming is shifting toward solar power and externally purchased green power as the main sources of energy for production in the future.
Electricity represents the main source of greenhouse gas emission. The Company has been installing solar power generators at plant sites since 109, and began planning for the purchase of RECs in 111. In the future, the Company plans to increase utilization of renewable energy by obtaining supply of renewable energy from the energy market and by purchasing RECs. Meanwhile, carbon credits will be used to offset greenhouse gas emissions. |
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| Item | Current progress | ||||
|---|---|---|---|---|---|
| (VII) Where internal carbon pricing is used as planning tool, explain the pricing basis. | Plant | Headquarters | Dongguan Site | Ningbo Site | Zhongli Plant |
| kWh | 172,740 | 16,701,490 | 10,323,567 | 547,036 | |
| (VIII) If climate-related goals have been implemented, explain the activities covered, the scope of greenhouse gas emission, any timeline planned, and the progress made each year. Where carbon offset or renewable energy certificate (REC) is used to accomplish the above goals, explain the source and quantity of carbon credit or the quantity of REC. | (VII) Based on the internal and external carbon costs of global manufacturing sites, including regulatory fines, emissions trading prices, international corporate benchmark cases, and the Company's investment in renewable energy solutions and renewable electricity purchase costs, the internal carbon price is set at US$300 per metric ton. This price is consistent with the carbon price expectation to be achieved in 2030 as stated in the IPCC's Sixth Assessment Report. | ||||
| Chenming's internal carbon pricing promotes five major cost reduction strategies leading to net zero, including: promoting energy-saving, water-saving and waste reduction programs, introducing renewable electricity, promoting green buildings, investing in low-cost innovation, and investing in carbon offsets and permanent carbon removal. The three major application areas of internal spending include supporting renewable electricity and energy technology development, energy resource management and low-carbon innovation and initiatives, exploring business opportunities from technology, and providing decision-making and integrated cost management for business units. | |||||
| (VIII) In the short and medium term, green energy and renewable energy will be gradually used, accounting for 87.71% of the total energy utilization rate in 2025. Climate-related performance indicators and quantitative measurements have been implemented, with long-term goals set to increase the use of green and renewable energy sources to 90%. In accordance with the "Sustainable Development Roadmap for TWSE/TPEX |
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| Item | Current progress |
|---|---|
| (IX) GHG inventory and assurance, as well as reduction goals, strategies and concrete action plans (to be specified in 1-1 and 1-2 separately). | Listed Companies” issued by the Financial Supervisory Commission in March 2022, the Company planned to conduct a greenhouse gas inventory, completing the inventory in 2024 and verification in 2025. |
| (IX) After completing the first-stage carbon inventory calculation, the Company formulated carbon reduction strategies based on the carbon inventory results. Going forward, the Company will proceed to the data analysis and carbon reduction implementation stage, and continue to improve carbon emissions through data collection, analysis, and monitoring in order to achieve its carbon reduction targets. |
1-1 GHG inventory and assurance for the most recent two years 2025
| Scope 1 | Total emission | Intensity | Assurer | Assurance status |
|---|---|---|---|---|
| (tonnes/CO2e) | (tonnes CO2e/per million dollars) | |||
| Chenming Electronic Technology Corporation | 77 | 77/1,331 | SGS-certified company | Of the total greenhouse gas emissions disclosed by the Company, 77 metric tons of CO2e were confirmed by a certification body using the ISO14064-1 standard and the certification is still in progress. |
| Dongguan Chenming Electronics Co., Ltd. | 1,689 | 1,689/5,008 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 1,689 tons of CO2e were certified by the certification institutions using the ISO14064-1 standard, and the assurance opinions were reasonable assurance level. |
| Chenming Electronic (Ningbo) Co.,Ltd. | 576 | 576/4,216 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 576 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard , and the assurance opinions were reasonable assurance level. |
| Total | 2,342 | 2,342/10,555 |
| Scope 2 | Total emission | Intensity | Assurer | Assurance status |
|---|---|---|---|---|
| (tonnes/CO2e) | (tonnes CO2e/per million dollars) | |||
| Chenming Electronic Technology Corporation | 234 | 234/1,331 | SGS-certified company | Of the total greenhouse gas emissions disclosed by the Company, 234 metric tons of CO2e were confirmed by a certification body using the ISO14064-1 standard and the certification is still in progress. |
| Dongguan Chenming Electronics Co., Ltd. | 1,152 | 1,152/5,008 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 1,152 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard , and the assurance opinions were reasonable assurance level. |
| Chenming Electronic (Ningbo) Co.,Ltd. | 961 | 961/4,216 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 961 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard , and the assurance opinions were reasonable assurance level. |
| Total | 2,347 | 2,347/10,555 | ||
| Scope 3 | Total emission | Intensity | Assurer | Assurance status |
| (tonnes/CO2e) | (tonnes CO2e/per million dollars) | |||
| Chenming Electronic Technology Corporation | 200 | 200/1,331 | SGS-certified company | Of the total greenhouse gas emissions disclosed by the Company, 200 metric tons of CO2e were confirmed by a certification body using the ISO14064-1 standard and the certification is still in progress. |
| Dongguan Chenming Electronics Co., Ltd. | 666 | 666/5,008 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 666 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard , and the assurance opinions were reasonable assurance level. |
| Chenming Electronic (Ningbo) Co.,Ltd. | 793 | 793/4,216 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 793 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard , and the assurance opinions were reasonable assurance level. |
| Total | 1,659 | 1,659/10,555 |
2024
| Scope 1 | Total emission | Intensity | Assurer | Assurance status |
|---|---|---|---|---|
| (tonnes/CO2e) | (tonnes CO2e/per million dollars) | |||
| Chenming Electronic Technology Corporation | 61 | 61/4,140 | SGS-certified company | Of the total greenhouse gas emissions disclosed by the Company, 61 metric tons of CO2e were confirmed by a certification body using the ISO14064-1 standard and the certification is still in progress. |
| Dongguan Chenming Electronics Co., Ltd. | 1,570 | 1,570/1,381 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 1,570 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard , and the assurance opinions were reasonable assurance level. |
| Chenming Electronic (Ningbo) Co.,Ltd. | 462 | 462/3,889 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 462 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard , and the assurance opinions were reasonable assurance level. |
| Total | 2,093 | 2,093/9,410 | ||
| Scope 2 | Total emission | Intensity | Assurer | Assurance status |
| (tonnes/CO2e) | (tonnes CO2e/per million dollars) | |||
| Chenming Electronic Technology Corporation | 354 | 354/4,140 | SGS-certified company | Of the total greenhouse gas emissions disclosed by the Company, 354 metric tons of CO2e were confirmed by a certification body using the ISO14064-1 standard and the certification is still in progress. |
| Dongguan Chenming Electronics Co., Ltd. | 2,385 | 2,385/1,381 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 2,385 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard , and the assurance opinions were reasonable assurance level. |
| Chenming Electronic (Ningbo) Co.,Ltd. | 2,146 | 2,146/3,889 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 2,146 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard , and the assurance opinions were reasonable assurance level. |
| Total | 4,886 | 4,886/9,410 | ||
| Scope 3 | Total emission | Intensity | Assurer | Assurance status |
| (tonnes/CO2e) | (tonnes CO2e/per million dollars) | |||
| Chenming Electronic Technology Corporation | 249 | 249/4,140 | SGS-certified company | Of the total greenhouse gas emissions disclosed by the Company, 249 metric tons of CO2e were confirmed by a certification body using the ISO14064-1 standard and the certification is still in progress. |
57
| Dongguan Chenming Electronics Co., Ltd. | 556 | 556/1,381 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 556 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard, and the assurance opinions were reasonable assurance level. |
|---|---|---|---|---|
| Chenming Electronic (Ningbo) Co.,Ltd. | 806 | 806/3,889 | TUV NORD Hangzhou Co., Ltd. | Among the total greenhouse gas emissions disclosed by the Company, 806 tons of CO2e were certified by the certification institutions using the ISO 14064-1 standard, and the assurance opinions were reasonable assurance level. |
| Total | 1,611 | 1,611/9,410 |
1-2 GHG reduction goals, strategies and concrete action plans
Describe the GHG reduction base year and data, reduction goals, strategies, and concrete action plans, and achievement of the reduction goals.
Chenming regards the Company's development as a sustainable journey. We regard each other's commitments as the direction of the team's efforts. We practice our commitment to sustainable operations to customers step by step, and implement sustainable operations in human rights, environmental protection, ethics, public welfare, and employee health and safety.
Received the CDP Carbon Disclosure Pioneer Award at the Cathay United Bank ESG Forum for 2024.
"Just Pinglin Agricultural Innovation Tea and Food Space" honors the dedication of Pinglin residents to safeguarding the tea industry. Based on this sentiment, it founded "Have Some Tea." Leveraging its own design background, it revitalizes the design and packaging of traditional tea snacks, establishes a unique brand for tea snacks, and redefines the value of "tea." The Company purchased the "Have Some Good Tea New Year Gift Box," encouraging employees to use products that embody sustainable operations.
- Greenhouse gas reduction target:
In 2024, the Company set a net zero science-based carbon reduction target that is consistent with the 1.59C emission reduction path based on the net zero standard. Using 2023 as the base year, the Company aims to reduce absolute Scope 1 and Scope 2 emissions across its global locations by 90% and Scope 3 emissions by 25% by 2027, and to achieve net-zero emissions by 2050.
- Strategy and concrete action plan:
The Company actively aligns itself with international practices. The Company used 73% green electricity in 2024 and 87.71% green electricity in 2025, and plans to use 90% green electricity in 2026. The Company actively promotes energy-saving programs and introduces renewable electricity, striving to limit the global temperature increase to within 1.5°C and working toward its long-term goal of achieving net-zero emissions by 2050.
- Connection status of target:
The total direct emission and indirect greenhouse gas emission between the energy and the carbon dioxide equivalent were 6,176 metric tons in 2025, a 27.5% decline compared to the previous year.
In addition, the Company's main source of greenhouse gas emissions is electricity. Since 2020, each factory has installed solar power generation equipment, and in 2022, it began planning to purchase renewable energy certificates. It also increased the utilization rate of
58
| Describe the GHG reduction base year and data, reduction goals, strategies, and concrete action plans, and achievement of the reduction goals. | |||||
|---|---|---|---|---|---|
| renewable energy by transferring renewable energy in the renewable energy market and obtaining renewable energy certificates, while using carbon rights to offset greenhouse gas emissions. | |||||
| Plant | Headquarters | Dongguan Site | Ningbo Site | Zhongli Plant | |
| kWh | 172,740 | 16,701,490 | 10,323,567 | 547,036 |
(VII) Enforcement of business integrity, deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies:
| Assessment criteria | Status (Note) | Deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| I. | Establishment of integrity policies and solutions | ||||
| (I) Whether the Company adopts the ethical management policy approved by the Board of Directors, and expressly states the ethical corporate management policy and rules, and its fulfillment by the Board of Directors and senior management in its Articles of Incorporation and public documents? | V | (I) The Company has established the integrity code of conduct, corporate governance code of conduct, policies for handling illegal and unethical conducts, and guidelines for professional ethics to fulfill its commitment in ethical operation, and these guidelines have been published on the Company’s website. | Consistent with Business Integrity Code of Conduct for TWSE/TPEX Listed Companies | ||
| (II) | Has the Company developed systematic practices for assessing integrity risks? Does the Company perform regular analyses and assessments on business activities that are prone to higher risk of dishonesty, and implement preventions against dishonest conducts that include at least the measures mentioned in Paragraph 2, Article 7 of "Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies"? | V | (II) In order to protect the core value of corporate culture, the Company is committed to conducting its business activities in good faith and following the utmost ethical requirements. It has also established relevant policies and regulation for employee compliance, including integrity code of conduct and policy for handling illegal and unethical conducts. Moreover, it has published its business and financial information in accordance with applicable laws and regulations, complied with anti-corruption laws (e.g. FCPA) in conducting any transactions, respected intellectual property rights, executed fair trade advertisement and competition standard, followed anonymous complaint procedure to protect the informant, held responsibility in the procurement of minerals, protected personal information of all counter-parties, protected and complied with laws related to privation and information security, and adopted protection procedures to stop any revenge. | ||
| (III) | Has the Company defined and enforced operating procedures, behavioral guidelines, penalties, and grievance systems as part of its preventive measures against dishonest conducts? Are the above measures reviewed | V | (III) The Company has established a recusal system for directors as part of its “Parliamentary Rules For Directors’ Meetings.” Directors are required to recuse themselves from all discussion |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| and revised on a regular basis? | and voting, but may express opinion and reply, in any motion that poses a conflict of interest between the Company and themselves or the entities they represent. Furthermore, they are prohibited from exercising voting rights on behalf of other directors. | |||
| Additionally, the Company has clearly states in the “Guidelines for Professional Ethics” that stipulate personal conducts and professional ethics. In order to implement preceding regulations and eliminate any violations by employees, the Company has also set up the compliant hotline and mailbox. In the event that any violation by employees is concluded in an investigation, the handling personnel shall pass on the case information and relevant documents to human resource department where the case shall be handled accordingly. Given the severity of the violation, the case may be passed to the judicial authorities. | ||||
| II. Enforcing ethical management | ||||
| (I) Does the company evaluate the integrity of all counterparties it has business relationships with? Are there any integrity clauses in the agreements it signs with business partners? | ||||
| (II) Does the Company have a unit that enforces business integrity directly under the board of directors? Does this unit report its progress (regarding implementation of business integrity policy and prevention against dishonest conducts) to the board of directors on a regular basis (at least once a year)? | V | (I) The Company evaluates the integrity history of all parties it has business dealings with. It has been stated in the integrity code of conduct that the Company may terminate or cancel its contract at anytime with any business partner that violates the integrity code of conduct. | ||
| (II) The Chairman's Office is responsible for the establishment, supervision, and execution of the ethical management policy and prevention program. A report was last made to the board of directors in November 2025. Its main responsibilities include the following: | ||||
| 1. Incorporating integrity and moral values into the Company's operating strategies, and establishment of integrity assurance and fraud prevention measures in accordance with laws. | ||||
| 2. Adopt accordingly programs to prevent unethical conduct, and setting in each program the standard operating procedures and conduct guidelines with respect to the Company's operations and business. | ||||
| 3. Planning of internal organization and duties, and implementation of check and balance for business activities that present higher risk of dishonest conduct. | ||||
| 4. Coordination of integrity policy awareness and training programs. | ||||
| 5. Establishment of a whistleblowing system and ensuring | Consistent with Business Integrity Code of Conduct for TWSE/TPEX Listed Companies |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| the effectiveness of its execution. | ||||
| 6. Assist the board of directors and the management in assessing the effectiveness of existing integrity practices and preventions, assess compliance of business procedures, and make regular reports. | ||||
| The Company implemented the ethical management policy. The implementation status thereof in 2025 is stated as follows: | ||||
| (1) Education and training | ||||
| The Company organized internal and external training courses that received a total of 679 enrollments and trained a total of 2,195.5 man-hours during the year to address integrity issues such as food safety, legal security, information security, financial and accounting system, and internal controls. | ||||
| (2) Regular inspections | ||||
| The Company assesses corruption risk of business activities taking place at all locations. The Company conducts self-audits and compliance self-assessments each year to ensure effective control and proper execution of existing systems, thereby prevent dishonest conducts. There had been no incident of corruption or anti-competitive behavior in 2025. | ||||
| (3) For the whistleblowing system and whistleblowers’ protection, the Company has outlined its whistleblower system in its "Corporate Governance Best Practice Principles," "Ethical Management Best Practice Principles," "Code of Professional Ethics and Guidelines for Behaviors," and "Regulations Governing Handling Illegal and Unethical Conducts." The Company actively prevents dishonest conducts by encouraging insiders and outsiders to report dishonest or improper behaviors through means such as mailbox and hotline. All reported misconducts will be investigated by the human resources department on a case-by-case basis. The website also has a stakeholders section available to facilitate effective communication with employees, shareholders, stakeholders, and outsiders. There was no whistleblowing involving unethical conduct in 2025. | ||||
| (III) The Company's Parliamentary Rules for Directors’ Meetings have outlined requirements for directors to avoid discussion and | ||||
| (III) Does the company have any policy that prevents conflict of interest, and channels that facilitate the report of conflicting interests? | V |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Has the Company implemented effective accounting policy and internal control system to maintain business integrity? Has an internal or external audit unit been assigned to devise audit plans based on the outcome of integrity risk assessment, and to audit employees' compliance with various preventions against dishonest conduct? | V | voting on any agendas that present a conflict of interest between them and the Company. | ||
| (IV) The Company has established effective accounting policies and internal control system. Internal auditors are assigned to conduct regular audits to ensure compliance with the above-mentioned policies/systems, and will identify the high-risk operations as the first priority in the annual audit plan based on the risk assessment. | ||||
| (V) Does the company organize internal or external training on a regular basis to maintain business integrity? | V | (V) For the employees' better understanding of the most recent regulation changes and trend, the Company has relevant educational training and promotional materials available on its Intranet. In light of the issues such as food security, legal security, information security, financial and accounting system, and internal controls covered by the integrity operation, the Company has organized internal and external training courses totaling 679 persons attended with a total of 2,195.5 man-hours to make laws, regulations and key points for compliance known to all employees. | ||
| III. Whistle-blowing system | ||||
| (I) Does the company provide incentives and means for employees to report misconducts? Does the company assign dedicated personnel to investigate the reported misconducts? | ||||
| (II) Whether the Company defines the standard operating procedure, follow-up measures to be taken upon completion of the investigation, and nondisclosure mechanism toward the investigation of complaints as accepted? | V | (I) The Company has policies in place to handle illegal and unethical conducts. Misconducts can be reported via mail or telephone, and all reported misconducts are investigated upon by internal audit units. | ||
| (II) Standard Operating Procedures for Investigating Whistleblower Complaints | ||||
| 1. Whistleblowers may submit reports in writing or orally, either in person or through an agent, and shall provide specific details and sufficient information regarding any conduct or circumstance that violates human rights, the Code of Conduct, or the Ethical Corporate Management Best Practice Principles to facilitate verification. | ||||
| 2. Whistleblowers may choose to remain anonymous, but shall still provide the information required for investigation, other than their real name. | ||||
| 3. Grievance cases shall be closed within three months. Where necessary, the period may be extended with the approval of the competent supervisor. The complainant should be replied to when the case is closed, except when the reporter fails to provide contact information, there is no response to contact, or the report is made anonymously. | Consistent with Business Integrity Code of Conduct for TWSE/TPEX Listed Companies |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Has the company provided proper whistleblower protection? | V | 4. If the complainant is dissatisfied with the handling result, he/she may, within ten days from the date of receiving the response, submit new reasons and specific new evidence. The Chief Executive Officer shall separately designate an appropriate unit other than the unit that initially accepted the case to handle the reconsideration. An application for reconsideration may be filed only once. | ||
| 5. Where a reported case is verified to be true, the Company shall handle the matter in accordance with applicable laws and regulations or the Company’s relevant internal disciplinary regulations. In the event of a material violation or where the Company is at risk of suffering material damage, the unit accepting the report shall submit a case-specific report to the Audit Committee. | ||||
| 6. The parties to the grievance and the relevant personnel responsible for handling the case shall bear confidentiality obligations to prevent the whistleblower from being subject to unfair treatment, retaliation, or threats. Violations shall be handled in accordance with the Regulations Governing Rewards and Disciplinary Actions. |
(III) If the informant is a company employee, it is prohibited to publish identity of the informant or treat the informant in any way that results in loss of interest or work discrimination. The informant may request the handling unit for protection of identity and fair treatment in advance, and the Company will ensure that the informant is not retaliated for reporting misconduct. Any threat, intimidation or other such actions shall be reported to competent authorities. | |
| IV. Enhancing information disclosure
Has the Company disclosed its integrity principles and progress onto its website and Market Observation Post System (MOPS)? | V | | The Company has established business integrity code of conduct and disclosed it on website. Business and financial information is also disclosed regularly on the Company's website. | Consistent with Business Integrity Code of Conduct for TWSE/TPEX Listed Companies |
| V. If the Company has established business integrity policies in accordance with "Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies," please describe its current practices and any deviations from the Best Practice Principles:
The Company has established integrity code of conduct and related policies; details can be found in the Corporate Governance section of the Company's website (http://www.uneec.com/tw). | | | | |
| VI. Other important information that is helpful in understanding the corporate ethical management operation of the Company (e.g., the Company has amended the corporate ethical management best practice principles, etc.):
• In order to reduce the environmental impacts of the Company’s products as its corporate responsibility and meet the international green product standards as required by customers, it has strengthened the green competitiveness of its products. Based on its Green Procurement Guidelines, the Company has required its suppliers to comply with EU REACH, RoHS, hazardous-substances management regulations of the HF, and sign the environmental protection declaration for consistent compliance. In 2025, there were 49 new suppliers that signed or published | | | | |
| Assessment criteria | Status (Note) | Deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| declaration for green commitment. | ||||
| • The Company regulates its suppliers to follow RBA, ISO 14001 Environmental Management, OHSAS 18001 Occupational Health and Safety and local laws and regulations. It requests it suppliers to show respect for the human rights of each and every employee, provide a healthy and safe working environment, be responsible for protecting environment, and comply with the utmost ethical standards and anti-corruption laws. Via on-site evaluation and signing of operational documents, the Company can ensure a supplier’s understanding of regulations regarding social responsibility and demand for continuous improvement. | ||||
| • Significant matters such as major operational policies, investments, acquisition and disposal of assets, loans to others, guarantees and endorsements were discussed and analyzed in conformity with relevant regulations, resolved by authorized personnel and published according to relevant laws and regulations. |
Note: Regardless of whether “Yes” or “No” is checked for the implementation status, an explanation shall be provided in the summary description column.
(VIII) Other important information material to the understanding of corporate governance within the Company:
The Company has handled the material inside information in accordance with its “Procedures for Preventing Insider Trading”. In order to prevent insider trading, any person who has access to the Company’s material inside information shall make any security transaction in conformity with Article 157-1 of the Securities and Exchange Act. The Company also has the internal control mechanism is place, provides proper education and makes the policy known to employees, managers, and directors in prevention of any violation of laws and insider trading.
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(IX) Implementation Status of the Internal Control System
- Declaration of Internal Control System
Chenming Electronic Technology Corporation
Declaration of Internal Control System
Date: March 12, 2026
Based on the results of the Company’s self-assessment, the Company hereby states the following with respect to its internal control system for 2025:
I. The Company acknowledges that establishing, implementing, and maintaining an internal control system are the responsibilities of the Company’s Board of Directors and managerial officers, and the Company has established such a system. The purpose of this system is to provide reasonable assurance in terms of business performance, efficiency (including profitability, performance, asset security etc), reliable, timely and transparent financial reporting, and regulatory compliance.
II. An internal control system has inherent limitations. No matter how well designed, an effective internal control system can only provide reasonable assurance regarding the achievement of the three objectives above. In addition, the effectiveness of an internal control system may change as the environment and circumstances change. However, the internal control system of the Company features a self-monitoring mechanism that rectifies any deficiencies immediately upon discovery.
III. The Company evaluates the design and execution of its internal control system based on the criteria specified in "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as "The Governing Principles") to determine whether the existing system continues to be effective. Criteria introduced by "The Governing Principles" consisted of five major elements, each representing a different stage of internal control: 1. Control environment; 2. Risk evaluation and response; 3. Procedural control; 4. Information and communication; and 5. Supervision. Each element further encompasses several sub-elements. Please refer to "The Governing Principles" for more details.
IV. The Company has adopted the aforementioned internal control system criteria to evaluate the effectiveness of the design and implementation of its internal control system.
V. Based on the evaluation results described above, the Company believes that, as of December 31, 2025, the design and implementation of its internal control system, including supervision and management of subsidiaries, were effective. Such system includes internal controls relating to understanding the degree of achievement of objectives concerning the effectiveness and efficiency of operations, and ensuring that reporting is reliable, timely, transparent, and compliant with applicable rules, laws, and regulations. The system can reasonably assure the achievement of the aforementioned objectives.
VI. This declaration constitutes part of the Company's annual report and prospectus, and shall be disclosed to the public. Any illegal misrepresentation or concealment in the public statement above are subject to the legal consequences described in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
VII. This Declaration was approved by the Company’s Board of Directors on March 12, 2026. Among the seven directors present, none expressed a dissenting opinion, and all other directors agreed with the contents of this Declaration. This Declaration is hereby made accordingly.
Chenming Electronic Technology Corporation
Chairman: Lin Mu-Ho
General Manager: Lo Chih-Chi
- If the internal control policy was reviewed by an external CPA, the result of such review must be disclosed: Not applicable.
(X) Major resolutions passed in shareholder meetings and Board of Directors meetings in the most recent year up until the date of publication of the annual report:
| Shareholder/ board of directors meeting | Date | Major resolutions |
|---|---|---|
| Board of Directors | 2025/01/15 | 1. Principles for the payment of managers’ remuneration and year-end bonuses for 2024. |
| 2. Renewal of loans by Chenming Electronic (Ningbo) Co., Ltd. to Dongguan Chenming Electronics Co., Ltd. | ||
| 3. Report on the renewal of the bank credit facilities expiring during the year. | ||
| Board of Directors | 2025/03/13 | 1. Proposal on the amount and method of payment of employees’ remuneration and directors’ remuneration for 2024. |
| 2. Proposal to approve the Company’s 2024 “Declaration of Internal Control System.” | ||
| 3. Presentation of the Company’s 2024 business report and financial statements. | ||
| 4. The Company’s 2024 earnings distribution proposal. | ||
| 5. Proposal to conduct a private placement of common shares to make up for the public offering and application for listing. | ||
| 6. Proposal to determine the scope of the Company’s entry-level employees. | ||
| 7. Amendment to certain provisions of the Company’s “Articles of Incorporation.” | ||
| 8. Proposed convening of the Company’s 2025 Annual General Meeting and related matters regarding acceptance of shareholders’ proposals. | ||
| Board of Directors | 2025/05/07 | 1. Motion for managers’ salary adjustment. |
| 2. 2025 Q1 consolidated financial statements of the Company. | ||
| 3. Provision of endorsement and guarantee by the Company for its Thai subsidiary, CHENMING ELECTRONIC TECHNOLOGY (THAILAND) CO., LTD. | ||
| 4. Proposal to add a short-term facility under the credit facilities with Citibank Taiwan Limited. | ||
| Annual general meeting | 2025/06/13 | 1. Acknowledgment of the 2024 business report and financial statements. |
| Implementation status: The motion was passed as proposed without objection, and served as the basis for the 2024 earnings appropriation. | ||
| 2. Acknowledgment of the 2024 earnings distribution proposal. | ||
| Implementation status: The motion was passed as proposed without objection, and cash dividend was allocated at NT$0.4 per share. | ||
| 3. Approval of the amendment to the Company’s “Articles of Incorporation.” | ||
| Current progress: The motion was passed as proposed without objection; change of company registration has been made with approval from the Ministry of Economic Affairs. | ||
| Board of Directors | 2025/08/07 | 1. 1. 2025 Q2 consolidated financial statements of the Company. |
| 2. Amendment to the Company’s Regulations Governing the Issuance and Conversion of the Domestic 4th Secured Convertible Corporate Bonds. | ||
| 3. Conversion of claims held by Ding Du International Co., Ltd. against its subsidiary, Chueh Rong International Co., Ltd., into equity of Chueh Rong International Co., Ltd. | ||
| 4. Formulation of the Company’s 2024 Sustainability Report. | ||
| Board of Directors | 2025/11/06 | 1. Assessment of the independence and suitability of the Company’s CPAs. |
| 2. 2025 Q3 consolidated financial statements of the Company. | ||
| 3. Amendment to certain provisions of the Company’s “Internal Control System (including Internal Audit System).” | ||
| 4. Establishment of the Company’s 2026 annual audit plan. | ||
| 5. Formulation of the Company’s “Nomination Committee Charter.” | ||
| 6. Establishment of the Company’s Nomination Committee and proposed appointment of Nomination Committee members. | ||
| Board of Directors | 2026/01/29 | 1. Principles for the payment of managers’ remuneration and year-end bonuses for 2025. |
| 2. Proposal for changes in remuneration of directors and managers. | ||
| 3. Loan of funds by the Company to its Thai subsidiary, Chenming Electronic Technology (Thailand) Co., Ltd. | ||
| 4. Loan of funds by Chenming Electronic (Ningbo) Co., Ltd. to Dongguan Chenming Electronics Co., Ltd. | ||
| 5. Provision of endorsements and guarantees by the Company for its subsidiaries in China and Thailand. | ||
| 6. Formulation of the Company’s “Regulations Governing the Distribution and Delivery of Shareholders’ Meeting Souvenirs and Collection of Deposits.” | ||
| 7. Report on the Company’s bank credit facilities for the year. | ||
| Board of Directors | 2026/03/12 | 1. Proposal on the amount and method of payment of employees’ remuneration and directors’ remuneration for 2025. |
| 2. Motion for managers’ salary adjustment. |
66
| Shareholder/ board of directors meeting | Date | Major resolutions |
|---|---|---|
| 3. Proposal to approve the Company’s 2025 “Declaration of Internal Control System.” | ||
| 4. Presentation of the Company’s 2025 business report and financial statements. | ||
| 5. The Company’s 2025 earnings distribution proposal. | ||
| 6. Proposal for the capitalization of earnings and issuance of new shares by the Company. | ||
| 7. Proposed convening of the Company’s 2026 Annual General Meeting and related matters regarding acceptance of shareholders’ proposals. | ||
| 8. Election of the Company’s directors, including independent directors, and acceptance of nominations of candidates for directors, including independent directors, for the 2026 Annual General Meeting. |
(XI) Documented opinions or declarations made by directors or supervisors against board resolutions in the most recent year, up until the publication date of annual report: None.
IV. Disclosure of auditors' remuneration
(I) Disclosure of audit fee and non-audit fee paid to the auditor, accounting firm, and affiliated companies, and details of non-audit services:
Unit: NT$ thousand
| Name of accounting firm | Name of CPA | Period of audit service | Audit remuneration | Non-audit remuneration | Total | Remarks |
|---|---|---|---|---|---|---|
| KPMG | Wang Michelle | January to December 2025 | 4,320 | 329 | 4,649 | Report on the review opinion of corporate bond/private placement issuance and transfer pricing |
| Yvette Chien |
Scope of non-audit service: (such as tax certification, assurance, or other financial consultancy service)
Note: If there is any change of auditor or accounting firm during the year, please specify the duration of their services separately and state the reason for making the change in the remarks field. Any audit and non-audit fees paid to auditors should also be disclosed separately. Provide detailed explanations to non-audit service.
(II) Any change of accounting firm that resulted in the reduction of audit fee from the previous year; disclose audit fees before and after the change and the cause of such change: None.
(III) Any reduction in audit fee by more than 10% compared to the previous year; state the amount, percentage, and reason of such variation: None.
V. Change of auditor
(I) Information relating to the former CPA: None.
(II) Information relating to the succeeding CPA: None.
(III) Former auditor’s reply relating to Item 1 and Item 2-3, Subparagraph 6, Article 10 herein: None.
VI. Disclosure of any of the company's Chairman, President, or managers responsible for financial or accounting affairs being employed by the auditor's firm or any of its affiliated company in the last year, including their names, job titles, and the periods during which they were employed by the auditor's firm or any of its affiliated company. An affiliated company refers to one that the auditor's accounting firms hold more than 50% ownership or more than 50% directorship, or any company or institution that the accounting firm has publicly referred to as being affiliated: None.
VII. Details of shares transferred or pledged by directors, supervisors, managers and shareholders with more than 10% ownership interest in the last year, up till the publication date of this annual report
(I) Details of shares transferred or pledged by directors, supervisors, managers, or shareholders with more than 10% ownership interest
| Title | Name | 2025 | Year-to-date as at April 14 | ||
|---|---|---|---|---|---|
| Increase (decrease) in shares held | Increase (decrease) in shares pledged | Increase (decrease) in shares held | Increase (decrease) in shares pledged | ||
| Chairman | Lin Mu-Ho | 5,000,000 (5,261,000) | 0 | (361,000) | 0 |
| Director and Vice Chairman | Lin Feng-Ran | (54,000) | 0 | 0 | 0 |
| Director | Chen Hsiao-Chun | 0 | 0 | 0 | 0 |
| Director and President | Lo Chih-Chi | 0 | 0 | 0 | 0 |
| Independent Director | Chou Liang-Chen | 0 | 0 | 0 | 0 |
| Independent Director | Chen Hung-Chang | 0 | 0 | 0 | 0 |
| Independent Director | Chen Chien-Chun | 0 | 0 | 0 | 0 |
| Vice President | Hsiao Kuang-Chih | 0 | 0 | 0 | 0 |
| Vice President | Chang Chu-Chih | 0 | 0 | 0 | 0 |
| Vice President | Wu Ruei-Chuan | 0 | 0 | 0 | 0 |
| Vice President | Chueh Chung-Hui | 0 | 0 | 0 | 0 |
| Special Assistant to the Chairman's Office | Chang Chin-Hsing | 0 | 0 | 0 | 0 |
| Assistant Vice President | Fan Shu-Hui | (3,000) | 0 | 0 | 0 |
| Assistant Vice President and also Finance Manager | Chuang Chia-Ying | 0 | 0 | 0 | 0 |
| Chief Corporate Governance Officer | Huang Shih-Chieh | 0 | 0 | 0 | 0 |
| Shareholder with more than 10% ownership interest | Shang Mei Precision Industrial Co., Ltd. | 35,000,000 (35,000,000) | 0 | 0 | 0 |
(II) Disclosure of shares transferred to related parties: None.
(III) Disclosure of shares pledged to related parties: None.
VIII. Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relative within the second degree of kinship of another
| Name (Note 1) | Shares held in own name | Shares held by spouse and underage children | Shares held in the names of others | Relationship characterized as spouse or relative of second degree or closer among the top-10 shareholders (Note 3) | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding | Number of shares | Shareholding | Number of shares | Shareholding percentage | Name | Relationship | ||
| percentage | percentage | ||||||||
| Shang Mei Precision Industrial Co., Ltd. Representative: Chan Chung-Chih | 35,000,000 | 17.06% | 0 | 0.00% | 0 | 0.00% | None | None | None |
| Lin Mu-Ho | 29,369,230 | 14.32% | 0 | 0.00% | 0 | 0.00% | Lin Mu-Rong Lin Ching-Yuan Lin Feng-Ran | Brothers Father and son Father and son | None |
| Lin Feng-Ran | 5,013,310 | 2.44% | 1,956 | 0.00% | 0 | 0.00% | Lin Mu-Ho Lin Ching-Yuan | Father and son Brothers | None |
| Yu Tso-Chang | 4,980,000 | 2.43% | 0 | 0.00% | 0 | 0.00% | None | None | None |
| Lin Ching-Yuan | 2,000,000 | 0.97% | 0 | 0.00% | 0 | 0.00% | Lin Mu-Ho Lin Feng-Ran | Father and son Brothers | None |
| Hui Chi Investment Co., Ltd. | 1,916,758 | 0.93% | 0 | 0.00% | 0 | 0.00% | None | None | None |
| Representative: Lin Ching-Yuan | 2,000,000 | 0.97% | 0 | 0.00% | 0 | 0.00% | Lin Mu-Ho Lin Feng-Ran | Father and son Brothers | None |
| Huang Hung-Hsing | 1,063,000 | 0.52% | 40,000 | 0.02% | 0 | 0.00% | None | None | None |
| JPMorgan Chase Bank in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds Representative: Chien Kuo-Wei | 926,325 | 0.45% | 0 | 0.00% | 0 | 0.00% | None | None | None |
| Standard Chartered International Commercial Bank Business Department is entrusted with custody of Vanguard Representative: Hsu Cheng-Chieh | 879,929 | 0.43% | 0 | 0.00% | 0 | 0.00% | None | None | None |
| Lin Mu-Rong | 850,469 | 0.41% | 369 | 0.00% | 0 | 0.00% | Lin Mu-Ho | Brothers | None |
Note 1: All top-10 shareholders have been listed. For corporate shareholders, the name of the corporate entity and the name of the representative are shown separately.
Note 2: The percentages of shares held under own name, spouse's name, underage children's names, or in the names of others are calculated separately.
Note 3: Relations among the abovementioned shareholders (including corporate and natural-person shareholders) have been disclosed in accordance with the relationships defined in Regulations Governing the Preparation of Financial Reports by Securities Issuers.
IX. Investments jointly held by the Company, the Company's directors, supervisors, managers, and enterprises directly or indirectly controlled by the Company; disclose shareholding in aggregate of the above parties
Unit: thousand
shares/thousands
| Invested business (Note 1) | Invested by the Company | Held by directors, supervisors, managers, and directly or indirectly controlled enterprises | Aggregate investment | |||
|---|---|---|---|---|---|---|
| Shares / units | Shareholding percentage | Shares / units | Shareholding percentage | Shares / units | Shareholding percentage | |
| Ding Du International | 64,558 | 100.00% | 0 | 0% | 64,558 | 100.00% |
| Chueh Rong International | 0 | 0% | 52,118 | 100.00% | 52,118 | 100.00% |
| Ding Chih Co., Ltd. | 0 | 0% | 22,410 | 100.00% | 22,410 | 100.00% |
| CHENMING ELECTRONIC TECHNOLOGY USA, INC. | 200 | 100.00% | 0 | 0% | 200 | 100.00% |
| CHENMING ELECTRONIC TECHNOLOGY (THAILAND)CO., LTD. | 90,000 | 100.00% | 0 | 0% | 90,000 | 100.00% |
| Dongguan Chenming | 0 | 0% | Note 2 | 100.00% | Note 2 | 100.00% |
| Chenming Electronic (Ningbo) | 0 | 0% | Note 2 | 100.00% | Note 2 | 100.00% |
Note 1: The above long-term investments were accounted using the equity method.
Note 2: Limited company.
Three. Fundraising Status
I. Capital and shares (information on shares issued in the most recent year and up to the date of publication of the annual report)
(I) Sources of share capital:
April 14, 2026
| Year / Month | Issue price | Authorized capital | Paid-up capital | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital | Capital contributed in properties other than cash | Others | Approval reference | ||
| Offset by any property | |||||||||
| 1999.07 | 10 | 34,200,000 | 342,000,000 | 34,200,000 | 342,000,000 | Capitalized earnings NT$85.5 million and capital reserves NT$66.5 million | 0 | None | Letter Jing-(088)-Shang No. 129976 dated August 16, 1999 |
| 2000.07 | 50 | 79,000,000 | 790,000,000 | 61,700,000 | 617,000,000 | Cash issue NT$100 million, employee bonus NT$4 million | 0 | None | Letter Jing-(089)-Shang-Zi No. 133304 dated September 14, 2000 |
| 10 | Capitalized earnings NT$171 million | ||||||||
| 2001.07 | 10 | 110,000,000 | 1,100,000,000 | 87,000,000 | 870,000,000 | Capitalized earnings NT$185.1 million, employee bonus NT$6.2 million | 0 | None | Letter Jing-(090)-Shang-Zi No. 09001293930 dated August 3, 2001 |
| Capitalized capital reserves NT$61.7 million | |||||||||
| 2002.09 | 10 | 120,000,000 | 1,200,000,000 | 114,000,000 | 1,140,000,000 | Capitalized earnings NT$174 million, employee bonus NT$9 million | 0 | None | Letter Shang-Zi No. 09101404120 dated October 3, 2002 |
| Capitalized capital reserves NT$87 million | |||||||||
| 2003.07 | 10 | 247,200,000 | 2,472,000,000 | 132,300,000 | 1,323,000,000 | Capitalized earnings NT$57 million, employee bonus NT$12 million | 0 | None | Letter Shang-Zi No. 09201248100 dated August 19, 2003 |
| Capitalized capital reserves NT$114 million | |||||||||
| 2004.01 | 10 | 247,200,000 | 2,472,000,000 | 133,476,470 | 1,334,764,700 | NT$11,764,700 (conversion of corporate bonds) | 0 | None | Letter Shang-Zi No. 09301009900 dated January 19, 2004 |
| 2004.04 | 10 | 247,200,000 | 2,472,000,000 | 137,929,391 | 1,379,293,910 | NT$44,529,210 (conversion of corporate bonds) | 0 | None | Letter Shang-Zi No. 09301074800 dated April 29, 2004 |
| 2004.07 | 10 | 247,200,000 | 2,472,000,000 | 137,947,038 | 1,379,470,380 | NT$176,470 (conversion of corporate bonds) | 0 | None | Letter Shang-Zi No. 09301130400 dated July 29, 2004 |
| 2004.09 | 10 | 247,200,000 | 2,472,000,000 | 145,421,449 | 1,454,214,490 | Capitalized earnings NT$25.8976 million, employee bonus NT$10 million | 0 | None | Letter Shang-Zi No. 09301157100 dated September 6, 2004 |
| Capitalized capital reserves NT$38.8464 million |
| Year / Month | Issue price | Authorized capital | Paid-up capital | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital | Capital contributed in properties other than cash | Others | Approval reference | ||
| Offset by any property | |||||||||
| 2004.1 | 10 | 247,200,000 | 2,472,000,000 | 137,421,449 | 1,374,214,490 | NT$ -80,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 09301188300 dated October 12, 2004 |
| 2005.01 | 10 | 247,200,000 | 2,472,000,000 | 128,921,449 | 1,289,214,490 | NT$ -85,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 09401017480 dated January 28, 2005 |
| 2005.08 | 10 | 247,200,000 | 2,472,000,000 | 142,313,593 | 1,423,135,930 | Capitalized earnings NT$43.3725 million, employee bonus NT$10 million | 0 | None | Letter Shang-Zi No. 09401160120 dated August 22, 2005 |
| 2005.1 | 10 | 247,200,000 | 2,472,000,000 | 145,313,582 | 1,453,135,820 | Capitalized capital reserves NT$80.5489 million | 0 | None | Letter Shang-Zi No. 09401206880 dated October 20, 2005 |
| 2006.07 | 10 | 247,200,000 | 2,472,000,000 | 140,313,582 | 1,403,135,820 | NT$ -50,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 09501134950 dated July 5, 2006 |
| 2006.08 | 10 | 247,200,000 | 2,472,000,000 | 155,931,787 | 1,559,317,870 | Capitalized earnings NT$28.0627 million, employee bonus NT$5.6 million | 0 | None | Letter Shang-Zi No. 09501185100 dated August 24, 2006 |
| 2007.01 | 10 | 247,200,000 | 2,472,000,000 | 156,163,928 | 1,561,639,280 | NT$2,321,410 (conversion of corporate bonds) | 0 | None | Letter Shang-Zi No. 09601008170 dated January 12, 2007 |
| 2007.04 | 10 | 247,200,000 | 2,472,000,000 | 158,887,131 | 1,588,871,310 | NT$27,232,030 (conversion of corporate bonds) | 0 | None | Letter Shang-Zi No. 09601087320 dated April 25, 2007 |
| 2007.07 | 10 | 247,200,000 | 2,472,000,000 | 160,940,691 | 1,609,406,910 | NT$20,535,600 (conversion of corporate bonds) | 0 | None | Letter Shang-Zi No. 09601160770 dated July 12, 2007 |
| 2007.08 | 10 | 247,200,000 | 2,472,000,000 | 169,948,887 | 1,699,488,870 | Capitalized earnings NT$62.4655 million, employee bonus NT$12 million | 0 | None | Letter Shang-Zi No. 09601210270 dated August 31, 2007 |
| 2007.1 | 10 | 247,200,000 | 2,472,000,000 | 174,561,410 | 1,745,614,100 | NT$46,125,230 (conversion of corporate bonds) | 0 | None | Letter Shang-Zi No. 09601249620 dated October 12, 2007 |
| 2008.01 | 10 | 247,200,000 | 2,472,000,000 | 174,948,198 | 1,749,481,980 | NT$3,867,880 (conversion of corporate bonds) | 0 | None | Letter Shang-Zi No. 09701005760 dated January 11, 2008 |
| 2008.04 | 10 | 247,200,000 | 2,472,000,000 | 205,819,156 | 2,058,191,560 | NT$308,709,580 (conversion of corporate bonds) | 0 | None | Letter Shang-Zi No. 09701088600 dated April 11, 2008 |
| 2008.08 | 10 | 247,200,000 | 2,472,000,000 | 216,081,018 | 2,160,810,180 | Capitalized earnings NT$51.4547 million, employee bonus NT$10 million | 0 | None | Letter Shang-Zi No. 09701215160 dated August 26, 2008 |
| 2008.1 | 10 | 247,200,000 | 2,472,000,000 | 198,081,018 | 1,980,810,180 | NT$ -180,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 09701270770 dated October 24, 2008 |
| 2009.12 | 10 | 247,200,000 | 2,472,000,000 | 188,081,018 | 1,880,810,180 | NT$ -100,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 09801293510 dated December 22, 2009 |
| 2012.03 | 10 | 247,200,000 | 2,472,000,000 | 185,171,018 | 1,851,710,180 | NT$ -29,100,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 10101049820 dated March 23, 2012 |
| 2013.05 | 10 | 247,200,000 | 2,472,000,000 | 182,171,018 | 1,821,710,180 | NT$ -30,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 10201095570 dated May 22, |
| Year / Month | Issue price | Authorized capital | Paid-up capital | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital | Capital contributed in properties other than cash | Others | Approval reference | ||
| Offset by any property | |||||||||
| 2013 | |||||||||
| 2014.1 | 10 | 247,200,000 | 2,472,000,000 | 180,000,018 | 1,800,000,180 | NT$ -21,710,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 10301221430 dated October 28, 2014 |
| 2015.08 | 10 | 247,200,000 | 2,472,000,000 | 177,935,018 | 1,779,350,180 | NT$ -20,650,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 10401171260 dated August 13, 2015 |
| 2016.08 | 10 | 247,200,000 | 2,472,000,000 | 169,935,018 | 1,699,350,180 | NT$ -80,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 10501202410 dated August 16, 2016 |
| 2019.03 | 10 | 247,200,000 | 2,472,000,000 | 162,935,018 | 1,629,350,180 | NT$ -70,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 10801031730 dated March 28, 2019 |
| 2020.02 | 10 | 247,200,000 | 2,472,000,000 | 159,435,018 | 1,594,350,180 | NT$ -35,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 10901018580 dated February 10, 2020 |
| 2020.05 | 10 | 247,200,000 | 2,472,000,000 | 155,935,018 | 1,559,350,180 | NT$ -35,000,000 (retirement of treasury stock) | 0 | None | Letter Shang-Zi No. 10901072970 dated May 11, 2020 |
| 2022.03 | 10 | 247,200,000 | 2,472,000,000 | 195,935,018 | 1,959,350,180 | NT$400,000,000 (additional capital via private placement) | 0 | None | Letter Shang-Zi No. 11101044250 dated March 23, 2022 |
| 2024.05 | 10 | 300,000,000 | 3,000,000,000 | 198,990,162 | 1,989,901,620 | NT$30,551,440 (conversion from corporate bonds) | 0 | None | Letter Shang-Zi No. 11330078470 dated May 14, 2024 |
| 2024.08 | 10 | 300,000,000 | 3,000,000,000 | 202,916,552 | 2,029,165,520 | NT$39,263,900 (conversion from corporate bonds) | 0 | None | Letter Shang-Zi No. 11330141580 dated August 27, 2024 |
| 2024.11 | 10 | 300,000,000 | 3,000,000,000 | 205,138,930 | 2,051,389,300 | NT$ 22,223,780 (conversion from corporate bonds) | 0 | None | Letter Shang-Zi No. 11330199580 dated November 18, 2024 |
| Share category | Authorized capital | Remarks | |||||||
| --- | --- | --- | --- | --- | --- | ||||
| Outstanding shares (public listed) | Treasury stock | Unissued shares | Total | ||||||
| Registered ordinary shares | 205,138,930 | 0 | 94,861,070 | 300,000,000 | None |
(II) List of major shareholders:
April 14, 2026
| Serial number | Account number | Name of shareholder | Common shares | Shareholding percentage |
|---|---|---|---|---|
| 1 | 60020 | Shang Mei Precision Industrial Co., Ltd. | 35,000,000 | 17.06% |
| 2 | 1 | Lin Mu-Ho | 29,369,230 | 14.32% |
| 3 | 115 | Lin Feng-Ran | 5,013,310 | 2.44% |
| 4 | 169830 | Yu Tso-Chang | 4,980,000 | 2.43% |
| 5 | 10 | Lin Ching-Yuan | 2,000,000 | 0.97% |
| 6 | 13 | Hui Chi Investment Co., Ltd. | 1,916,758 | 0.93% |
| 7 | 108078 | Huang Hung-Hsing | 1,063,000 | 0.52% |
| 8 | 31740 | JPMorgan Chase Bank in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds | 926,325 | 0.45% |
| 9 | 127033 | Standard Chartered International Commercial Bank Business Department is entrusted with custody of Vanguard | 879,929 | 0.43% |
| 10 | 2 | Lin Mu-Jung | 850,469 | 0.41% |
(III) Dividend policy and implementation status of the Company:
-
Dividend policy:
Dividends are proposed by the board of directors after taking into consideration a number of factors including the Company's business performance, capital requirements, capital budget, changes in the domestic/foreign environment, and shareholders' interests. Dividends should not exceed 75% of current year net income except under special circumstances. The Company is currently in the growth stage of its life cycle and is still in need of capital for expansion and investment. Cash dividends shall not amount to less than 10% of total dividends distributed each year. -
Proposed dividend distribution at this shareholders' meeting:
The 2026 annual general meeting is expected to resolve to approve the distribution of earnings for 2025, comprising cash dividends of NT$0.4 per share and a stock dividend from earnings of 40 shares per 1,000 shares, in compliance with the Articles of Incorporation. -
Explanation of any expected material change in dividend policy:
None.
(IV) Impact of the proposed stock dividend at this shareholders' meeting on the Company's operating performance and earnings per share: Not applicable. Not applicable.
(V) Remuneration of employees, directors and supervisors:
- Percentage or range of employee, directors', and supervisors' remuneration as set forth in the Articles of Incorporation: According to Article 19 of the Company's Articles of Incorporation,
any earnings concluded from year-end closing are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserve, and then provision (or reversal) of special reserves as required by laws or the competent authority. If there are still remaining earnings, the Board of Directors shall prepare a distribution proposal and submit it to the shareholders' meeting for ratification before distribution. Of such earnings, the employee remuneration ratio shall be no less than 2%, and directors' and supervisors' remuneration shall not exceed 2%. No less than 8% of the aforementioned employee remuneration shall be appropriated as remuneration to entry-level employees.
- Basis for estimating employee, directors', and supervisors' remuneration for the period; basis for calculating the number of shares for employee remuneration distributed in shares; and accounting treatment if the actual distribution amount differs from the estimated amount:
(1) The estimate is made based on the percentages set forth in the Articles of Incorporation. Employee remuneration shall be no less than 2% of profit before tax, and directors' and supervisors' remuneration shall not exceed 2% of profit before tax.
(2) There was no employee remuneration distributed in shares for the period; therefore, this is not applicable.
(3) If the amount actually distributed as subsequently resolved differs from the estimated amount, the difference will be treated as a change in accounting estimate and recognized in profit or loss in the year of actual distribution.
- Remuneration distribution approved by the Board of Directors
(1) Amount of employee remuneration and directors' remuneration distributed in cash or shares: For 2025, the Company appropriated employee remuneration of NT$24 million and directors' remuneration of NT$2.7 million, both to be distributed in cash. There was no difference between the expense recognized for the year and the estimated amount.
(2) Amount of employee remuneration distributed in shares and its ratio to the sum of profit after tax for the period and total employee remuneration: No employee stock bonus is proposed at this shareholders' meeting; therefore, this is not applicable.
- Actual distribution of employee, directors', and supervisors' remuneration for the preceding year:
For the preceding year (2024), the Company distributed employee remuneration of NT$18 million in cash and directors' remuneration of NT$1.5 million in cash. The amount actually paid was indifferent from the amount previously recognized.
(VI) Repurchase of the Company's own shares:
- Completed: None.
- In progress: None.
74
II. Corporate bonds (including offshore corporate bonds), preferred shares, overseas depository receipts, employee stock options, restricted employee shares, and merger/acquisition/divestment or exchange of shares:
(I) Corporate bonds:
| Type of corporate bond (Note 2) | Fourth domestic secured convertible corporate bonds (Note 5) | |
|---|---|---|
| Issuance (process) date | October 18, 2024 | |
| Par amount | NT$100,000 per unit | |
| Place of issuance and trading (Note 3) | Not applicable | |
| Issue price | Issued at 114.01% of the par value. | |
| Total | NT$500,000,000 (actual total fund raised was NT$570,040 thousand) | |
| Interest rate | Coupon rate: 0% | |
| Term | 3 years, maturity date: October 18, 2027 | |
| Guarantee institutions | Mega International Commercial Bank and CTBC Bank | |
| Trustee | First Commercial Bank | |
| Underwriter | CTBC Securities | |
| Certifying attorney | Ya-Wen Chiu, Attorney-at-Law of Handsome Attorneys-at-Law | |
| Certifying CPA | KPMG Michelle Wang, CPA and Yvette Chien, CPA | |
| Repayment method | Upon maturity, unless converted into ordinary shares of the Company, redeemed by the Company, or repurchased and cancelled from securities dealers' business premises, the bonds will be repaid in full in cash at face value. | |
| Unrepaid principal | NT$500 million | |
| Terms of redemption or early settlement | Please refer to the regulations governing issuance for details. | |
| Restrictive clauses (Note 4) | None | |
| Name of credit rating agency, date of rating, and result of corporate bond rating | Not applicable | |
| With other rights | Amount that has been converted (exchanged or subscribed) in ordinary shares, global depository receipts or other marketable securities as of the date of publication of the annual report | None. |
| Issuance and conversion (exchange or subscription) regulations | Please refer to the Company's Regulations Governing the Issuance and Conversion of the Domestic 4th Secured Convertible Corporate Bonds. | |
| The method of issuing and converting, exchanging or subscription, the conditions under which the terms of issue may dilute the equity, and impact on existing shareholder equity | Based on the current conversion price, NT$144.5, the degree of dilution is about 1.68% imputed in the context that the maximum number of ordinary shares that can be converted for the corporate bonds with a total face value of |
| Type of corporate bond (Note 2) | Fourth domestic secured convertible corporate bonds (Note 5) |
|---|---|
| NT$500,000 thousand is 3,460 thousand shares (NT$500,000 thousand ÷ 144.5). As the creditors will exercise the conversion options at different points of time in the future, the total number of shares issued by the Company is gradually increased during the 3-year conversion period. Notwithstanding, the increase ratio is low, and the original dilution ratio of the shareholders’ equity may be diluted step by step. Therefore, the dilution effect is considered limited. | |
| Name of the custodian for exchanged object | Not applicable |
Note 1: The status of corporate bonds includes public and private placement corporate bonds currently being issued. Public placement corporate bonds currently being issued refer to those that have become effective upon registration with, or have been approved by, the FSC; private placement corporate bonds currently being issued refer to those that have been approved by resolution of the Board of Directors.
Note 2: The number of columns may be adjusted based on the actual number of issuances.
Note 3: To be completed for overseas corporate bonds.
Note 4: Such as restrictions on the distribution of cash dividends, external investments, or requirements to maintain a certain asset ratio.
Note 5: Private placement bonds shall be clearly indicated.
Note 6: For convertible corporate bonds, exchangeable corporate bonds, shelf registration corporate bonds, or corporate bonds with warrants, information on convertible corporate bonds, exchangeable corporate bonds, shelf registration corporate bonds, and corporate bonds with warrants shall be further disclosed in the prescribed table format according to their nature.
76
77
Information on convertible corporate bonds
| Type of corporate bond
(Note 1) | | Fourth domestic secured convertible corporate bonds | |
| --- | --- | --- | --- |
| Year / Item | | 2025 | Current year up to March 31, 2026 (Note 4) |
| Market price of convertible corporate bonds
(Note 2) | High | 133 | 130 |
| | Low | 99.3 | 111.1 |
| | Average | 116.23 | 117.54 |
| Conversion price | | 144.5 | 143.80
Adjusted in accordance with the issuance and conversion rules due to Chenming Electronic Technology Corporation’s distribution of cash dividends on common shares on July 20, 2025. |
| Date of issuance (offering) and conversion price prevailing at the time of issuance | | October 18, 2024
Conversion price: NT$144.50 | October 18, 2024
Conversion price: NT$144.50 |
| Approach to perform the obligation of conversion
(Note 3) | | None | None |
Note 1: The number of columns may be adjusted based on the actual number of issuances.
Note 2: Where overseas corporate bonds are traded in multiple markets, the information shall be presented separately by trading market.
Note 3: Delivery of issued shares or issuance of new shares.
Note 4: Information for the current year up to the date of publication of the annual report shall be provided.
(II) Status of preferred shares, overseas depository receipts, employee stock options, restricted shares for employees, and issuance of new shares in connection with mergers and acquisitions or acquisition of shares of other companies: None.
III. Implementation Status of Fund Utilization Plans
(I) Execution of outstanding securities in the previous issuance or private placement:
On September 18, 2024, Letter Jin-Guan-Zheng-Fa-ZiNo. 1130356701 of the Financial Supervision Commission approved the conversion of issuing bank's fourth domestic secured convertible bonds, with the actual total amount raised of $570,040 thousand.
The purpose of the capital utilization plan is as follows:
A. Repayment of bank borrowings: The Company repaid bank borrowings of NT$300,040 thousand in the fourth quarter of 2024 in accordance with the original plan, and the plan has been fully implemented.
B. Investment in subsidiary — Chenming Thailand: The Company completed the investment in the first quarter of 2025 in accordance with the original plan.
(II) Plans completed as of the quarter preceding the date of publication of the annual report or within the most recent three years whose benefits have not yet materialized: Not applicable.
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Four. Business Overview
I. Operations:
(I) Scope of business
- Principal business activities
(1) A variety of metallic machines, punching machines, steel molds, metallic electrical parts & components purchase, manufacturing, import and export, and trading (manufacturing of computer chassis, peripheral equipment and molds).
(2) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing.
(3) CC01060 Wired Communication Mechanical Equipment Manufacturing.
(4) CC01050 Data Storage Media Units Manufacturing.
(5) CC01070 Wireless Communication Mechanical Equipment Manufacturing.
(6) CC01080 Electronics Components Manufacturing.
(7) E605010 Computer Equipment Installation.
(8) F113070 Wholesale of Telecommunication Apparatus.
(9) F213060 Retail Sale of Telecommunication Apparatus.
(10) F601010 Intellectual Property Rights.
(11) I301010 Information Software Services.
(12) I301020 Data Processing Services.
(13) I301030 Electronic Information Supply Services.
(14) I501010 Product Designing.
(15) IE01010 Telecommunications Service Number Agencies.
(16) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
- Main business activities and revenue breakdown
Unit: NT$ thousand
| Product | 2025 sales amount | as a percentage of annual sales |
|---|---|---|
| PC and server chassis | 10,309,421 | 98% |
| Mold | 245,307 | 2% |
| Total | 10,554,728 | 100% |
- The Company's current products (services)
Design, manufacturing, and sales of server chassis, personal computer chassis, and liquid-cooling cabinets.
- New products (services) planned for development
(1) Edge MHS Server extension design.
(2) Development of noise-reducing server racks.
(3) Development of dual-width server racks.
(4) Development of power racks and BBUs.
(5) Leak-proof system prototype design.
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(II) Industry overview
-
Current status and development of the industry
Computer and server chassis refer to the peripheral products affiliated to the computer industry and constitute a part of the hardware products in the IT industry. Given the implementation of new technologies such as smart manufacturing, smart factory, IoT, AI, big data, cloud computing, cybersecurity, and 5G, production and sale of consumer electronic parts and IT products still exhibit immense potentials in the future. The Company will continue to move in the direction of smart innovation, technological application, industrial evolution and cloud intelligence to enhance its competitiveness and seize market opportunities. Therefore, in recent years, the Company has continuously sought breakthrough applications in processes and new technologies, and actively developed cloud server cases and liquid cooling cabinet products and customers to enter more diversified product types. -
Correlation among the upstream, midstream, and downstream segments of the industry
| Upstream | Midstream | Downstream |
|---|---|---|
| Iron materials industry | Server chassis | Server manufacturing |
| Copper foil industry | PC chassis | PC manufacturing |
| IC industry | Other computer parts | PC manufacturing |
| Chemical materials industry | ||
| Mold industry |
- Product development trends and competition
In response to the vigorous development of the AI industry and the new opportunities that drive the related industry supply chain to move forward, the Company seizes the market trend and continues to implement automated production and intelligent process management to improve production efficiency and product quality. In light of emerging trends such as home-based economy, remote management, IoT applications, and cloud-based services, Chenming will be undergoing aggressive digital transformation as a means to increase revenues, asset size, and profits in shareholders' favor.
(III) Technology and R&D overview
- R&D expenses invested in each of the most recent five years:
Unit: NT$ thousand
| 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
| R&D expenses | 57,223 | 58,226 | 55,981 | 64,910 | 91,271 |
| Operating revenue | 5,284,564 | 6,519,734 | 6,461,562 | 9,409,586 | 10,554,728 |
| R&D expenses as a percentage of net operating revenues | 1.08% | 0.90% | 0.87% | 0.69% | 0.87% |
Note: As of the date of publication of the annual report, financial information for the first quarter of 2026 reviewed by the CPAs is not yet available.
- Technologies or products successfully developed
(1) Completed the design of 1U and 2U Intel Edge MHS servers.
(2) Completed the Intel DC-MHS MDNO TYPE-2 2U server design.
(3) Developed the iteration of immersion cooling equipment.
(4) Completed the development of 50KW air-assisted liquid-cooling cabinets / energy-saving cabinets.
(5) Development of water-to-air, water-to-water, and other liquid cooling heat dissipation products.
(6) Development of testing, validation, and cooling solutions for various heat transfer and heat dissipation methods.
(IV) Long and short-term business development plans
- Short-term business plans
(1) In addition to increasing orders for new models and new product lines from existing customers, the Company will actively secure new customers to support steady revenue growth.
(2) The Company will continue to increase the sales mix of high-value-added products to support steady growth in revenue and profitability.
(3) The Company will expand into Asia and emerging markets.
(4) The Company will integrate the Group's marketing, production, and global logistics resources to maximize overall benefits.
- Long-term business plans
(1) The Company will recruit outstanding talent, strengthen its marketing, R&D, and global logistics capabilities, and maintain its overall competitiveness.
(2) The Company will pursue innovative R&D of key components related to the computer and communications industries and transform such innovation into growth momentum.
(3) The Company will actively expand OEM business opportunities for liquid-cooling cabinets and energy-saving cabinets to ensure steady revenue growth.
II. Market and sales overview
(I) Market analysis
- Sales regions and market share of major products
The Company's main products refer to computers and server chassis. The Company's products are mainly sold in export markets. During the year, the Company produced approximately 18.09 million units of computer and server chassis.
Unit: NT$ thousand
| Major regional markets | 2023 | 2024 | 2025 | |||
|---|---|---|---|---|---|---|
| Sales amount | Sales percentage | Sales amount | Sales percentage | Sales amount | Sales percentage | |
| USA | 1,804,955 | 27.93% | 3,153,104 | 33.51% | 4,188,608 | 39.68% |
| Taiwan | 1,824,663 | 28.24% | 2,524,536 | 26.83% | 3,290,824 | 31.18% |
| Mainland China | 2,510,896 | 38.86% | 3,424,618 | 36.40% | 2,714,214 | 25.71% |
| Other countries | 321,048 | 4.97% | 307,328 | 3.26% | 361,082 | 3.43% |
| Total | 6,461,562 | 100.00% | 9,409,586 | 100.00% | 10,554,728 | 100.00% |
- Future market supply and demand and growth potential
(1) Future market supply and demand
The continued boom in generative AI is expected to drive growth in global AI server shipments, thereby supporting demand in the global server industry and market. In addition, with the introduction of new technologies such as global smart manufacturing and smart factory applications, the rapid development of the Internet of Things, big data, cloud computing, information security, and 5G will further drive the development of servers and data centers, stimulating demand for computing, storage, and networking. Overall, demand for server chassis and components is expected to grow steadily.
(2) Future market growth potential
The chassis industry is closely related to the information technology industry. Although demand for desktop computers has declined, the rapid development of the AI industry, together with continued growth in networking and home digitalization needs, is expected to support future growth. Driven by market demand from the stay-at-home economy, remote management, IoT applications, cloud services, and the vigorous development of 5G products, the Company remains optimistic about future growth prospects.
- Competitive advantages
(1) Superior R&D and design capability
(2) Comprehensive production procedures and product lines
(3) Possession of key technology in mold design and development
(4) Fast and comprehensive product delivery model
Furthermore, the Company's strong financial position combined with fast, reliable production capabilities are the advantages that distinguish ourselves from competitors.
- Favorable and unfavorable factors for future development, and response measures
(1) Favorable factors
A. Chassis products offer flexibility in style, key components, and materials, allowing the Company to provide diversified products that meet the needs of various types of customers.
B. The Company works with world-renowned information technology companies and continues to develop new products.
C. The Company maintains long-term and strong relationships with suppliers to ensure stable sources of raw materials and enhance product competitiveness.
D. The Company continues to develop AI server-related products and provides customers with server water-cooling and immersion cooling solutions to secure new orders.
(2) Unfavorable factors and response measures
Low-price competition from low-end chassis manufacturers has disrupted the overall market order. In addition, rising labor costs have eroded gross margins in the chassis industry. In response, the Company will continue to invest in smart production to reduce cost losses, while enhancing product functionality to increase added value and improve profitability. Furthermore, as customers continue to increase in scale and sophistication, fast and flexible delivery has become a key factor in securing orders. The Company continues to improve process flow, coordinate supplier delivery schedules, strengthen customer service management, and enhance the quality of customer service.
(II) Major applications and production process of major products
1. Major applications of major products
The Company is mainly engaged in the production and sales of essential components for computer chassis, server chassis, and liquid-cooling cabinets. These products are used as installation and protection equipment for components of desktop computers and servers, as well as essential equipment for thermal management of AI servers.
2. Production process

(III) Supply status of major raw materials
| Product | Main materials | Supplier origin | Supply |
|---|---|---|---|
| Computer chassis, server chassis, and liquid-cooling cabinets | Galvanized steel | Taiwan and China | Good |
| Plastic grain | Taiwan and China | Good | |
| Power supply unit | Taiwan and China | Good | |
| Other electronic | Taiwan and China | Good | |
| Titanium | Taiwan and China | Good | |
| Solar | Taiwan and China | Good | |
| Power supply unit | Solar | Taiwan and China | Good |
| Solar | Taiwan and China | Good |
(IV) Names of customers accounting for $10\%$ or more of net purchases or net sales in any of the most recent two years, their purchase or sales amounts and ratios, and reasons for changes:
- Main suppliers in the last two years
Unit: NT$ thousand
| 2024 | 2025 | 2026 up to the end of the preceding quarter (Note 2) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | As a percentage of annual net purchases (%) | Relationship with the issuer | Name | Amount | As a percentage of annual net purchases (%) | Relationship with the issuer | Name | Amount | As a percentage of net purchases [%] in the previous quarter of the current year | Relationship with the issuer |
| 1 | Company A | 803,211 | 12.39% | None | Company A | 372,441 | 5.40% | None | Note 2 | Note 2 | Note 2 | Note 2 |
| Others | 5,677,839 | 87.61% | None | Others | 6,524,213 | 94.60% | None | Note 2 | Note 2 | Note 2 | Note 2 | |
| Net purchase | 6,481,050 | 100% | Net purchase | 6,896,654 | 100% | Note 2 | Note 2 | Note 2 | Note 2 |
Note 1: Names of suppliers accounting for $10\%$ or more of total purchases in the most recent two years, together with their purchase amounts and ratios, shall be listed. However, if the supplier name may not be disclosed due to contractual agreements, or if the transaction counterparty is an individual and not a related party, a code name may be used instead.
Note 2: As of the date of publication of the annual report, financial information for the first quarter of 2026 reviewed by the CPAs is not yet available.
Reasons for changes in major suppliers in the most recent two years:
| Item | Name | Amount in 2024 | Amount in 2025 | Difference between the two periods | Cause of variation |
|---|---|---|---|---|---|
| 1 | Company A | 803,211 | 372,441 | (430,770) | Decreased order and demand |
| 2 | Others | 5,677,839 | 6,524,213 | 2,425,525 | Increased order and demand |
| 3 | Net purchase | 6,481,050 | 6,896,654 | 2,873,890 | Increased order and demand |
2. Main customers in the most recent two years
Unit: NT$ thousand
| 2024 | 2025 | 2026 up to the end of the preceding quarter (Note 2) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | As a percentage of annual net sales (%) | Relationship with the issuer | Name | Amount | As a percentage of annual net sales (%) | Relationship with the issuer | Name | Amount | As a percentage of current year net sales up till the previous quarter (%) | Relationship with the issuer |
| 1 | Company A | 3,187,556 | 34% | None | Company A | 3,090,336 | 28% | None | Note 2 | Note 2 | Note 2 | Note 2 |
| 2 | Company B | 1,767,187 | 19% | None | Company B | 3,083,138 | 28% | None | Note 2 | Note 2 | Note 2 | Note 2 |
| 3 | Company C | 1,072,126 | 11% | None | Company C | 1,087,741 | 10% | None | Note 2 | Note 2 | Note 2 | Note 2 |
| Others | 3,382,717 | 36% | None | Others | 3,293,513 | 34% | None | Note 2 | Note 2 | Note 2 | Note 2 | |
| Net sales | 9,409,586 | 100% | None | Net sales | 10,554,728 | 100% | Note 2 | Note 2 | Note 2 | Note 2 |
Note 1: Names of suppliers accounting for 10% or more of total purchases in the most recent two years, together with their purchase amounts and ratios, shall be listed. However, if the supplier name may not be disclosed due to contractual agreements, or if the transaction counterparty is an individual and not a related party, a code name may be used instead.
Note 2: As of the date of publication of the annual report, financial information for the first quarter of 2026 reviewed by the CPAs is not yet available.
Cause of customer changes in the last two years:
| Item | Name | Amount in 2024 | Amount in 2025 | Difference between the two periods | Cause of variation |
|---|---|---|---|---|---|
| 1 | Company A | 3,187,556 | 3,090,336 | (97,220) | Decrease in customer's demand |
| 2 | Company B | 1,767,187 | 3,083,138 | 1,315,951 | Increase in customer's demand |
| 3 | Company C | 1,072,126 | 1,087,741 | 15,615 | Increase in customer's demand |
| Others | 3,382,717 | 3,293,513 | (89,204) | Decrease in customer's demand | |
| Net sales | 9,409,586 | 10,554,728 | 1,145,142 |
III. Number of employees, average years of service, average age, and education distribution ratio in the most recent two years and up to the date of publication of the annual report:
| Year | 2024 | 2025 | Current year up to March 31, 2026 | |
|---|---|---|---|---|
| Employee count | Indirect employees | 1,273 | 1,345 | 1,334 |
| Direct employees | 3,163 | 3,547 | 3,768 | |
| Total | 4,436 | 4,892 | 5,102 | |
| Average age | 33.97 | 35.77 | 36.16 | |
| Average years of service | 3.62 | 3.53 | 3.39 | |
| Distribution of academic background (%) | Doctoral Degree | 0.04% | 0.04% | 0.04% |
| Masters Degree | 0.45% | 0.43% | 0.35% | |
| Bachelors Degree | 12.11% | 11.69% | 11.13% | |
| Senior High School | 18.05% | 12.27% | 11.81% | |
| Below high school | 69.34% | 75.57% | 76.67% |
IV. Contribution to environmental protection
(I) Losses suffered by the Company due to environmental pollution in the most recent three years and up to the date of publication of the annual report, including compensation and violations of environmental laws and regulations identified in environmental protection inspections, specifying the date of disposition, disposition reference number, provisions violated, details of the violation, disposition imposed, and future response measures: None.
(II) Current pollution status; its impact on the Company's earnings, competitive position, and capital expenditures; and the major environmental capital expenditures expected in the next three years: None.
V. Labor-management relations
(I) Employee benefits, continuing education, training, retirement system and their implementation status, as well as labor-management agreements and measures for protecting employee rights and interests:
- Employee benefits
The Company has established an Employee Welfare Committee in accordance with the Employees' Welfare Funds Act to oversee all matters relating to employees' welfare. Contributions are made to the welfare fund on
a monthly basis.
All employees are covered by Labor Insurance and National Health Insurance as required by the Labor Insurance Act and the National Health Insurance Act, which entitles them to various benefits under the Labor Insurance Scheme. The Company's offers the following benefits to employees: birthday gift, wedding/funeral subsidy, festive gift, employee trip, festive bonus, magazine subscription, year-end party lucky draw, Labor and National Health Insurance, group insurance, and yearly health checkups.
- Training and continuing education
The Company organizes internal and external training based on employees' needs and helps them develop the professional skills needed to improve work efficiency.
In 2025, a total of 679 participants attended education and training courses, with total training hours of 2,195.5. The training courses covered occupational safety and health, ESG, legal compliance, information security, financial accounting, corporate governance, internal control, and other topics.
- Retirement system and implementation status
The Company complies with regulations and has been contributing a sum totaling 6% of employees' monthly salaries into their personal accounts held under the Bureau of Labor Insurance for all employees who came onboard after July 1, 2005 and for existing employees who opted for the new pension scheme introduced by the Labor Pension Fund Act. Meanwhile, the Company continues to make appropriate contributions to the pension fund account held with Bank of Taiwan according to its pension policy for existing employees who opted for the old pension scheme and for existing employees who opted for the new scheme (based on the years of service completed under the old scheme). In August 2020, the Company submitted a request to the Bureau of Labor Insurance to settle and clear off all employees' years of service accumulated under the old scheme. Employees who are assigned from one related company to another may have years of service carried forward. It is the Company's intention to provide employees with as much protection as possible to facilitate circulation of talents within the group. Overseas subsidiaries adopt the defined contribution pension plan, in which they make monthly contributions to the pension, healthcare and social security systems as required by local governments.
- Labor-management agreements and measures for protecting employee rights and interests
Any amendment to employment terms are fully negotiated and communicated between the management and the employees before execution. As a result, no employment dispute has occurred to this day.
(II) Losses suffered due to labor disputes in the most recent year and up to the date of publication of the annual report, including violations of the Labor Standards Act identified in labor inspections, specifying the date of disposition, disposition reference number, provisions violated, details of the violation, disposition imposed, as well as disclosure of the estimated amount of current and potential future losses and response measures:
The Company encountered no employment dispute in the last year up
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till the publication date of this annual report that resulted in losses. Furthermore, given the harmonic labor-management relations the Company has maintained to date, it is extremely unlikely to suffer losses from employment dispute in the future.
VI. Cybersecurity management
(I) Cybersecurity risk management framework, cybersecurity policy, specific management plans, and resources invested in cybersecurity management:
-
Cybersecurity risk management framework
In order to enhance the information security management, avoid internal/external threat and destruction, intentional or negligent, and mitigate potential risk and loss, the Company's Information Center shall be responsible for the information security governance, planning, supervision and promotion, and shall report the overview of information security governance to the Board of Directors periodically. The cybersecurity management organization comprises the head of IT Center and executors of cybersecurity programs. Members of the management organization are assigned different responsibilities including: creation of cybersecurity system, implementation of cybersecurity technology, and cybersecurity audit. Cybersecurity system creators are responsible for the establishment and maintenance of cybersecurity system, whereas implementers are responsible for implementing the cybersecurity system, including network management and system management, and cybersecurity auditors are tasked with the duty of organizing internal as well as external audits on cybersecurity. -
Cybersecurity policy
The Company has devised its cybersecurity policy based on recommendations, and adopted management practices for different information systems. Designs such as high availability (HA) architecture, data backup (including transaction history backup, discrepancy backup, and complete backup), and remote server support have been incorporated to ensure continuity of service. A dedicated lease line is being used to transfer backup data to the remote site. The Company holds redundancy drills each year to ensure that all redundancy measures are functional and provide proper support to system recovery.
The Company anticipates the impacts of major cybersecurity incidents, and devises response measures in advance while keeping employees up to date on the actions to take. Out of respect for cybersecurity threats, the Company makes arrangements to have employees undergo cybersecurity training on a yearly basis, and in doing so promotes cybersecurity risk awareness. The Company conducts regular cybersecurity audits to ensure that its cybersecurity system remains relevant and functional.
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To check the information assets list periodically each year, and perform the risk evaluation based on the information security issues, information security incident and audit results, and invest adequate resources to improve, or enhance the control measures against, high-risk items to mitigate or remove the risk.
- Specific management plans and resources invested in cybersecurity management
The Company establishes the computer virus security protection management procedure and countermeasures, and assess the upgrading of software/hardware equipment and resources each year to ensure that various information operations satisfy the related legal requirements.
The following cybersecurity measures have been adopted to date:
(1) Endpoint risks: For endpoint protection, the Company adopts a policy requiring regular password changes for user accounts and uses endpoint threat protection software to conduct regular threat detection.
(2) Network risks: For Internet-based threats, the Company adopts a multi-layer joint defense architecture to detect real-time threats from the Internet, and regularly sends alert emails regarding blocked Internet intrusion attempts.
(3) Vulnerability risks: For vulnerability risks, the Company regularly updates and scans its systems, checks whether external service hosts have vulnerabilities, strengthens system patch update management, and uses endpoint vulnerability detection and patching platforms to regularly remediate known endpoint vulnerabilities and implement protective measures.
Enhancement of cybersecurity protection:
(1) The Company upgrades and replaces equipment to strengthen system availability and security.
(2) The Company has upgraded its next-generation firewall and established a two-layer defense architecture to enhance the depth of cybersecurity protection.
(3) The Company has introduced VPN services to enable employees working remotely to connect securely under cybersecurity protection.
(4) The Company promotes two-factor authentication to prevent the risk of account credentials being stolen or compromised.
(5) The Company monitors antivirus and anti-hacking measures, regularly tracks virus detection by antivirus software, and conducts necessary protection measures and virus removal management.
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(6) To prevent phishing email attacks by hackers, the Company has enabled email protection mechanisms to filter malicious attachments and phishing links, thereby avoiding social engineering attacks.
Resources invested in information security management: Information security has become an important issue in the Company's operations. The Company's cybersecurity management matters and related resource investments are as follows:
(1) Dedicated personnel: The Company has one dedicated information security officer and one member in the Information Security Department, responsible for information security planning, cybersecurity system operations, technology implementation, and related audit matters, in order to maintain and continuously strengthen information security.
(2) Cybersecurity alert reporting and incident management: According to the information security incident management regulations, ensure that the Company's information security incident reporting, processing, statistics and tracking operations are institutionalized and systematized. The Company has established a security incident record form to promptly report and respond to information security incidents when they occur, and respond in the shortest possible time to ensure the normal operation of various businesses.
(3) To avoid the risk of service interruption of important information systems due to major disasters, the Company conducts at least one test or tabletop exercise every six months for its IT business continuity plan or cybersecurity incident emergency response plan. This ensures that the Company can activate disaster response capabilities and disaster recovery mechanisms at critical moments, thereby maintaining uninterrupted business operations. In addition, the computer center's backup management personnel select some backup storage media or backup equipment at least once a year to perform backup data recovery testing to confirm the readability of the backup data, the availability of the storage media, and the feasibility of the important asset recovery test steps to ensure that effective backup operations can be completed within the time allocated for the recovery operation steps.
- Implementation results of the Company's information security measures:
(1) The Group's firewalls successfully blocked more than 650,000 attacks and threat probes, averaging more than 65,000 per month.
(2) Spam protection successfully intercepted more than 33,000 virus-threat emails, averaging 3,000 per month.
(3) Endpoint antivirus software successfully detected and blocked nearly 6,000 virus and spyware attacks.
(4) The Company joined TWCERT/CC, the Taiwan Computer Emergency Response Team / Coordination Center, to obtain the latest cybersecurity intelligence.
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(5) The Company participated in external cybersecurity-related seminars for 12 hours during the year.
(II) Losses, possible impact, and response measures relating to material cybersecurity incidents in the most recent year and up to the date of publication of the annual report:
As of the publication date of annual report, the Company did not discover or encounter significant adverse impact from any major online attack or incident. Meanwhile, the Company continues to devote attention to new cybersecurity trends and technologies, and adopts practices accordingly to block new security threats and reduce business risks.
VII. Material contracts: None.
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Five. Review and Analysis of Financial Position and Business Performance, and Risk Management Issues
I. Financial position
Unit: NT$ thousand
| Year Item | 2024 | 2025 | Variation | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 5,609,322 | 6,020,737 | 411,415 | 7.33 |
| Long-term investments | 0 | 0 | 0 | 0 |
| Fixed assets | 2,524,090 | 2,909,697 | 385,607 | 15.28 |
| Other assets | 542,201 | 703,311 | 161,110 | 29.71 |
| Total assets | 8,675,613 | 9,633,745 | 958,132 | 11.04 |
| Current liabilities | 3,510,422 | 3,677,621 | 167,199 | 4.76 |
| Long-term liabilities | 203,877 | 146,035 | (57,842) | (28.37) |
| Other liabilities | 513,473 | 608,758 | 95,285 | 18.56 |
| Total liabilities | 4,227,772 | 4,432,414 | 204,642 | 4.84 |
| Share capital | 2,051,389 | 2,051,389 | 0 | 0.00 |
| Capital reserve | 765,025 | 765,025 | 0 | 0.00 |
| Retained earnings | 1,642,068 | 2,345,995 | 703,927 | 42.87 |
| Other equity items | (10,641) | 38,922 | 49,563 | (465.77) |
| Total shareholders' equity | 4,447,841 | 5,201,331 | 753,490 | 16.94 |
| Explanation to major variations: 1. Other assets: Due to an increase in prepayments for equipment purchases for the Thailand plant. 2. Long-term liabilities: Due to repayment of long-term borrowings. 3. Retained earnings: Due to an increase in net profit for the period. 4. Other equity: Due to exchange differences arising from the translation of financial statements of foreign operations. |
Note 1: The above information is based on the consolidated financial statements audited by the CPAs.
Note 2: Explanations of material changes in accounts are provided for items with a period-over-period change of $20\%$ or more and a difference of NT$10 million or more.
Note 3: Percentages are calculated on same accounts shown in different financial statements
Note 4: Variation percentage is calculated by designating previous year's value at $100\%$
II. Financial performance
Unit: NT$ thousand
| Item\Year | 2024 | 2025 | Increase (decrease) | Variation % |
|---|---|---|---|---|
| Operating revenue | ||||
| Sales revenue | 9,409,586 | 10,554,728 | 1,145,142 | 12.17 |
| Less: Sales return | 0 | 0 | 0 | 0 |
| Sales discount | 0 | 0 | 0 | 0 |
| Net operating revenues | 9,409,586 | 10,554,728 | 1,145,142 | 12.17 |
| Operating costs | 7,944,135 | 8,596,887 | 652,752 | 8.22 |
| Gross profit | 1,465,451 | 1,957,841 | 492,390 | 33.60 |
| Operating expenses | 662,574 | 838,326 | 175,752 | 26.53 |
| Operating profit | 802,877 | 1,119,515 | 316,638 | 39.44 |
| Non-operating revenues | 212,029 | 114,189 | (97,840) | (46.14) |
| Non-operating expenses | 98,449 | 159,532 | 61,083 | 62.05 |
| Pre-tax profit | 916,457 | 1,074,172 | 157,715 | 17.21 |
| Income tax expense | 186,066 | 247,162 | 61,096 | 32.84 |
| Net income | 730,391 | 827,010 | 96,619 | 13.23 |
| (I) Analysis and explanation of percentage changes:1. Gross profit: Mainly due to higher revenue from server products.2. Operating expenses: Due to pre-mass production expenses for the Thailand plant and higher R&D expenses.3. Operating profit: Mainly due to higher revenue from server products.4. Non-operating income: Due to the impact of fluctuations in foreign exchange rates.5. Non-operating expenses: Due to the impact of fluctuations in foreign exchange rates.6. Income tax expense: Due to higher profit before tax for the period.(II) Expected sales volume and basis therefor: Not applicable, as no financial forecast was prepared.(III) Possible impact on the Company's future financial position and business operations, and response plan: Not applicable, as no financial forecast was prepared. |
Note 1: The above information is based on the consolidated financial statements audited by the CPAs.
Note 2: Explanations of material changes in accounts are provided for items with a period-over-period change of $20\%$ or more and a difference of NT$10 million or more.
Note 3: Percentages are calculated on same accounts shown in different financial statements
Note 4: Variation percentage is calculated by designating previous year's value at $100\%$
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III. Cash flow
(I) Liquidity analysis for the last 2 years
| Item | Year | 2024 | 2025 | Variation (%) |
|---|---|---|---|---|
| Cash flow ratio | 14.18 | 27.76 | 96% | |
| Cash flow adequacy ratio | 81.65 | 96.68 | 18% | |
| Cash reinvestment ratio | 7.82 | 14.33 | 83% | |
| Cash flow ratio, cash flow adequacy ratio, and cash reinvestment ratio increased: Due to higher cash flows from operating activities. |
(II) Improvement plan for insufficient liquidity: The Company’s current ratio is currently 163.71%; therefore, there is no concern over insufficient liquidity.
(III) Liquidity analysis for the next year
Unit: NT$ thousand
| Opening cash balance (1) | Projected yearly net cash flow from operating activities (2) | Projected cash outflow for the year (3) | Projected cash surplus (deficit) (1)+(2)-(3) | Remedy for estimated cash shortage | |
|---|---|---|---|---|---|
| Investment plans | Financing plans | ||||
| 1,047,670 | 920,562 | 828,164 | 1,140,068 | 0 | 0 |
| 1. Analysis of cash flow changes for the year: | |||||
| (1) Operating activities: Mainly due to the expected increase in net profit for the coming year. | |||||
| (2) Investing activities: Mainly due to the expected investment in machinery and equipment in the coming year. | |||||
| (3) Financing activities: Mainly due to the expected decrease in borrowings in the coming year. | |||||
| 2. Remedial measures for expected cash shortage and liquidity analysis: Not applicable. |
IV. Material capital expenditures in the last year and impact on business performance:
(I) Major capital spendings and source of capital: None.
(II) Expected benefits: None.
V. Causes of profits or losses incurred on investments in the last year, and any improvements or investments planned for the next year:
The Company operates as an operations center in Taiwan, and establishes production sites overseas. Investment gains recognized in 2025 were mainly due to increased revenue and operating profit of investees accounted for using the equity method. The Company will plan its investments for the next year based on the state of the industry and the Company's growth requirements. Investments will be carefully reviewed and presented to the board of directors for final approval.
VI. Evaluation of risk management issues in the last year up till the publish date of this annual report
(I) Impact of interest rate, exchange rate, and inflation on the Company’s earnings, and response measures:
-
Exchange rate changes:
The Company has always been mindful of exchange rate changes, and continues to execute the following measures as response:
A. Through the natural hedge created by asset and liability positions, the Company is able to reduce exchange rate risk. The Company's sales are mainly export-oriented, and product sales are primarily quoted in U.S. dollars. Transactions with suppliers are also mostly denominated in U.S. dollars. Therefore, most foreign currency positions can be offset through recurring purchase and sales payments, achieving an automatic hedging effect.
B. The Treasury Department maintains close communication with foreign currency departments of various banks, and constantly monitors exchange rate changes and trends to minimize adverse impacts of exchange rate fluctuation.
C. Effects of exchange rate variation are taken into consideration when offering quotes to customers. The Company adopts a conservative estimate in this regard in order to minimize the impacts that exchange rate volatility may have on product margin.
D. When exchange rates fluctuate significantly, the Company will, in a timely manner, adopt other instruments to hedge foreign exchange risk, such as forward foreign exchange contracts and foreign exchange swap transactions, to mitigate the risk of exchange rate movements.
E. Dynamic pricing adjustments: The Company will include exchange rate pass-through clauses in contracts, or adjust U.S. dollar product quotations in real time based on exchange rate fluctuations. -
Interest rate changes:
The Company pays close attention to local and foreign interest rates and is able to borrow at favorable rates. It maintains good relationship with banks to make sure that loans are drawn at more favorable rates, and thereby reduce borrowing costs. The Company continues to implement the following response measures:
A. Diversified financing channels: The Company flexibly uses various financial instruments, such as cash capital increases, corporate bonds, and commercial paper, to reduce reliance on loans from any single bank.
B. Strengthened fund allocation: The Company improves the efficiency of fund utilization and seeks to use its own funds to support operating needs where possible, thereby reducing unnecessary borrowings.
C. Use of government policy-based project loans: The Company obtains interest subsidies on financing through government policy-based project loans to reduce interest expenses.
As of the publication date of this annual report, interest rate variations had not caused any significant impact on the Company's profit and loss. -
Inflation:
The Company and its subsidiaries closely monitor fluctuations in
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market prices and maintain good interaction with suppliers and customers. Future response measures are as follows:
A. Supply chain management: The Company will enter into long-term procurement contracts with suppliers to lock in prices, or establish strategic inventories.
B. Enhancement of added value: Through R&D and technology upgrades, the Company will increase product differentiation and strengthen its ability to pass price increases on to customers.
C. Internal process optimization: The Company will introduce automated production or digital management systems to reduce labor costs and improve production efficiency, thereby offsetting pressure from rising costs.
As of the date of publication of the annual report, inflation has not had a material impact on the Company.
(II) Policies on high-risk and highly leveraged investments, loans to third parties, endorsements/guarantees, and trading of derivatives; describe the main causes of any profits or losses incurred and future responsive measures:
-
The Company focuses on the operation of its core business. In the most recent fiscal year and in the current year up to the date of publication of the annual report, the Company did not engage in any high-risk or highly leveraged investment activities.
-
The Company has established the Procedures for Acquisition or Disposal of Assets, Procedures for Lending Funds to Others, and Procedures for Endorsements and Guarantees as the basis for compliance when engaging in the relevant activities. As of the date of publication of the annual report, all such matters have been handled in accordance with the aforementioned policies and response measures.
(III) Future research and development plans and projected expenses:
- Research and development plans
(1) Edge MHS Server extension design.
(2) Development of noise-reducing server racks.
(3) Development of dual-width server racks.
(4) Development of power racks and BBUs.
(5) Leak-proof system prototype design.
- Estimated R&D expenses will be budgeted progressively based on the development progress of new products and new technologies, and will maintain a certain level of growth depending on future operating conditions to ensure the Company's competitive advantage.
R&D expenses for 2026 are expected to be NT$110 million to achieve the Company's R&D objectives.
(IV) Impact of major domestic and foreign policy and legal changes on the Company's financial position and business operations, and response measures:
The Company conducts all business activities in accordance with major
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domestic and foreign policies and legal requirements. It also closely monitors developments in major domestic and foreign policies and changes in laws at all times, so as to respond promptly to changes in the market environment and consult relevant professionals to adopt appropriate response measures.
As of the date of publication of the annual report, the Company has not experienced any material impact on its financial position or business operations due to major domestic or foreign policy or legal changes.
(V) Impact of technological changes, including cybersecurity risks, and industry changes on the Company’s financial position and business operations, and response measures:
- Technological changes: With the full implementation of artificial intelligence (AI) and automation, enterprises are shifting from “AI adoption” to “AI-driven transformation,” which has a structural impact on financial reporting and business models.
A. Business aspect: Rapid growth in AI server orders has increased the proportion of high-end products, while customized and integrated projects have also increased. The Company has introduced AI monitoring for budget execution to identify abnormal expenditures in real time, effectively improving order quality and customer stickiness.
B. Financial aspect: Automation of basic operations and reporting reduces labor costs. The Company cultivates finance personnel with data analysis and strategic advisory capabilities. Through product mix optimization and precise cost control, the Company maintains steady growth in overall revenue and profitability.
- Cybersecurity risks:
In terms of information security, the Company actively deploys data backup mechanisms to ensure the integrity of its data. Recent analysis of information security threats shows that the threats mainly come from external hacker attacks and computer viruses. As the root causes of such information security incidents, the focus of subsequent information security work is to enhance employees' awareness of external malicious attacks, strictly prohibit the use of unknown computer programs, and strengthen information security reporting.
(1) Information security policy
In order to enhance the information security management, avoid internal/external threat and destruction, intentional or negligent, and mitigate potential risk and loss, the Company's Information Center shall be responsible for the information security governance, planning, supervision and promotion, and shall report the overview of information security governance to the Board of Directors periodically.
(2) Effective operation and continuous improvement of information security management
The Company establishes the computer virus security protection
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management procedure and countermeasures, and assess the upgrading of software/hardware equipment and resources each year to ensure that various information operations satisfy the related legal requirements. The following cybersecurity measures have been adopted to date:
A. Endpoint risk: The Company requires individual users to make regular password changes and uses software to detect endpoint threats on an ongoing basis.
B. Network risk: Threats from the Internet are being detected in real-time using a multi-layer structure. Any intrusion threat intercepted from the Internet is notified through mail on a regular basis.
C. Bug risk: The Company has endpoint bug detection and patching platforms in place to address bug risks. Known bugs identified at endpoints are patched on a regular basis.
(3) Information security and network risk assessment
To check the information assets list periodically each year, and perform the risk evaluation based on the information security issues, information security incident and audit results, and invest adequate resources to improve, or enhance the control measures against, high-risk items to mitigate or remove the risk.
(4) Effect of major information security incident, if any, and responsive measures:
As of the date of publication of the annual report, the Company has not identified any material cyberattacks or incidents, nor has any such matter had a material adverse impact on the Company. The Company continues to monitor new information security developments and technologies, and keeps its defense and management measures up to date to effectively block new types of information security threats and reduce operational risks.
(VI) Crisis management, impacts, and response measures in the event of a change in corporate image:
The Company has maintained good reputation and encountered no significant change in the last year that resulted in corporate crisis. The Company remains committed to its existing business philosophy and encountered no change in corporate culture. Its comprehensive talent training program combined with a people-oriented management approach have successfully attracted outstanding talents and advanced knowledge into the organization. These advantages have been materialized into actual performance results and returned to shareholders in the form of profits, and to the public in the form of corporate social responsibilities. As of the publication date of this annual report, the Company encountered no change of corporate image that resulted in corporate crisis.
(VII) Expected benefits, possible risks, and response measures for mergers and acquisitions:
The Company had no merger or acquisition planned as at the publication date of this annual report.
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(VIII) Expected benefits, possible risks, and response measures for plant expansion:
Expected benefits:
- Reduce the future impact of global trade wars, single-region production risks, and geopolitical risks.
- Benefit from tax incentive policies.
- Expand production capacity in response to rapidly increasing demand from 5G, AI, and the Internet of Things, so as to meet market demand.
Potential risks:
- Uncertainty in the political environment and risks from exchange rate fluctuations.
- Issues relating to laws and regulations, administrative efficiency, and cultural differences.
Response measures:
- A. Adopt smart production and automation solutions for lower labor cost and improved production efficiency.
- Continue to negotiate with customers on business continuity strategies for off-site backup production, and flexibly adjust production capacity.
- Engage in long-term strategic cooperation with local governments and schools to cultivate long-term talent and expand recruitment channels.
- Regularly monitor exchange rate trends.
(IX) Risks arising from purchase or sales concentration, and response measures:
- Risks arising from purchase concentration and response measures: The Company selects qualified suppliers with scale in the industry, in order to maintain purchasing flexibility, ensure uninterrupted supply, retain bargaining advantages, and achieve cost reduction. Meanwhile, the Company actively sources new suppliers, explores alternative materials, and manages inventory to minimize risk of supply shortage. Overall, the Company is not prone to the risk of concentrated purchase or supply disruption.
- Risks arising from sales concentration and response measures: The Company's customers are mainly well-known domestic and overseas technology companies. Its customer base is diversified and highly stable. In terms of the Company's sales customers, there is no excessive sales concentration. In addition to maintaining sound relationship with existing customers, the Company also tries to diversify its customer base by developing new products, markets and customers, and thereby reduce sales concentration risk to the minimum.
(X) Impacts, risks and responsive measures following a major transfer of shareholding by directors, supervisors, or shareholders with more than 10% ownership interest:
There had been no significant transfer of shareholding by directors, supervisors or major shareholders with more than 10% ownership up till the publication date of this annual report.
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(XI) Impact, risks, and response measures relating to changes in management control:
The Company encountered no change of management, hence not applicable.
(XII) Major litigations, non-contentious cases, or administrative litigations involving the company or any director, supervisor, President, person-in-charge or major shareholder with more than 10% ownership interest, whether concluded or pending judgment, that are likely to pose significant impact to shareholders or security prices of the company.
Disclose the nature of dispute, the amount involved, the date the litigation first started, the key parties involved, and progress as of the publication date of this annual report:
No such situation existed as of the date of publication of the annual report.
(XIII) Other material risks and response measures: None.
VII. Other material matters: None.
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Six. Special Remarks
I. Information on Affiliates
(I) Consolidated Business Report of Affiliates

1. Organizational chart of affiliates:
2. Basic information on affiliates
Unit: NT$
| Name | Date of establishment | Address | Paid-in capital | Main business activities or products |
|---|---|---|---|---|
| Ding Du International Co., Ltd. | 1999.09.30 | Offshore Chambers P.O.Box217,Apia,Samoa | 64,557,960 (USD) | Investment holding company |
| Chueh Rong International Co., Ltd. | 2000.01.05 | Offshore Chambers P.O.Box217,Apia,Samoa | 52,118,400 (USD) | Investment holding company |
| Dongguan Chenming Electronics Co., Ltd. | 2010.02.11 | No. 442, Zhenan Road, Changan Dongguan City, Guangdong Province No. 442, Zhenan Road, Changan | 28,978,000 (USD) | PC and server chassis |
| Ding Chih Co., Ltd. | 2002.04.12 | Offshore Chambers P.O.Box217,Apia,Samoa | 22,410,000 (USD) | Investment holding company |
| Chenming Electronic (Ningbo) Co.,Ltd. | 2000.08.16 | No. 25, Gangdong Avenue, Beilun District, Ningbo City, Zhejiang Province | 64,500,000 (USD) | PC and server chassis |
| CHENMING ELECTRONIC TECHNOLOGY USA,INC. | 2019.07.01 | 8101 SANDY SPRING ROAD SUITE 250, LAUREL, MD 20707 | 200,000 (USD) | Import and export of PC and server chassis |
| CHENMING ELECTRONIC TECHNOLOGY (THAILAND) CO.,LTD. | 2023.06.14 | No. 319 Chamchuri Square Building, 24th Floor, Room TT29, Phayathai Road, Pathumwan Sub-district, Pathumwan District, Bangkok. | 900,000,000 (THB) | PC and server chassis |
- Information on identical shareholders presumed to have a controlling and subordinate relationship: None.
- Industries covered by the overall business operations of the affiliates and the division of responsibilities among affiliates:
The Company and affiliated companies are involved in: manufacturing and sale of PC/server chassis.
In general, the affiliated companies support each other in terms of technology, production capacity, marketing and service to maximize synergy.
- Information on directors, supervisors, and general managers of affiliates
Unit: shares; %
| Name | Title | Name or name of representative | Shareholding | |
|---|---|---|---|---|
| Number of shares | Shareholding percentage | |||
| Ding Du International Co., Ltd. | Director | Chenming Electronic Technology Corporation (Representative: Lin Mu-Ho) | 64,557,960 | 100% |
| Chueh Rong International Co., Ltd. | Director | Ding Du International Co., Ltd. (Representative: Lin Mu-Ho) | 52,118,400 | 100% |
| Dongguan Chenming Electronics Co., Ltd. | Director | Chueh Rong International Co., Ltd. (Representative: Lin Mu-Ho) | Note | 100% |
| President | Hsiao Kuang-Chih | |||
| Ding Chih Co., Ltd. | Director | Ding Du International Co., Ltd. (Representative: Lin Mu-Ho) | 22,410,000 | 100% |
| Chenming Electronic (Ningbo) Co.,Ltd. | Director | Ding Chih Co., Ltd. (Representative: Lin Mu-Ho) | Note | 100% |
| President | Chang Chu-Chih | |||
| CHENMING ELECTRONIC TECHNOLOGY USA,INC. | Director | Chenming Electronic Technology Corporation (Representative: Lin Mu-Ho) | 200,000 | 100% |
| CHENMING ELECTRONIC TECHNOLOGY (THAILAND) CO.,LTD. | Director | Chenming Electronic Technology Corporation (Representative: Lin Mu-Ho) | 90,000,000 | 100% |
Note: The entity is a limited company.
- Operating Status of Affiliates
Unit: NT$ thousand; Date: December 31,
2025
| Name | Share capital | Total assets | Total liabilities | Net worth | Operating revenue | Operating profit | Current net profit | Earnings per share (NT$) |
|---|---|---|---|---|---|---|---|---|
| Ding Du International Co., Ltd. | 2,138,097 | 2,896,158 | 0 | 2,896,158 | 0 | (207) | 222,669 | Note |
| Chueh Rong International Co., Ltd. | 1,635,512 | 1,414,071 | 31,910 | 1,382,161 | 0 | (20,860) | 77,899 | Note |
| Dongguan Chenming Electronics Co., Ltd. | 910,779 | 3,445,543 | 2,348,425 | 1,097,118 | 4,395,725 | 110,840 | 96,770 | Note |
| Ding Chih Co., Ltd. | 773,920 | 1,510,481 | 0 | 1,510,481 | 0 | 0 | 146,875 | Note |
| Chenming Electronic (Ningbo) Co.,Ltd. | 2,027,235 | 2,763,294 | 1,252,942 | 1,510,352 | 4,431,450 | 194,196 | 146,880 | Note |
| CHENMING ELECTRONIC TECHNOLOGY USA,INC | 6,236 | 113 | 98 | 15 | 0 | 0 | 0 | Note |
| CHENMING ELECTRONIC TECHNOLOGY(THAILAND)CO.,INC. | 848,519 | 886,524 | 8,971 | 877,553 | 0 | (22,639) | (27,461) | Note |
Note: The entity is a limited company.
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(II) Consolidated Financial Statements of Affiliates
Declaration
For 2025, from January 1 to December 31, 2025, the companies required to be included in the consolidated financial statements of affiliates prepared by the Company in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as the companies required to be included in the consolidated financial statements of parent and subsidiaries prepared in accordance with IFRS 10, as endorsed by the Financial Supervisory Commission. In addition, all information required to be disclosed in the consolidated financial statements of affiliates has already been disclosed in the aforementioned consolidated financial statements of parent and subsidiaries. Therefore, the Company does not separately prepare consolidated financial statements of affiliates.
Declaration made by the undersigned
Company name: Chenming Electronic Technology Corporation
Chairman: Lin Mu-Ho
Date: March 12, 2026
(III) Affiliation report: None.
II. Status of private placement of securities in the most recent year and up to the date of publication of the annual report: None.
III. Other necessary supplementary information: None.
Seven. Matters that occurred in the most recent year and up to the date of publication of the annual report that have a material impact on shareholders’ equity or securities prices as specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act: None.
Chenming Electronic Technology Corporation
Chairman: Lin Mu-Ho