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Ventec Annual Report 2025

May 26, 2026

52608_rns_2026-05-26_8ad7706f-81fc-4274-a4d3-1fb7dda5dec2.pdf

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Stock Code: 6672

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ventec

INTERNATIONAL GROUP

騰輝電子

2025 Annual Report

Ventec International Group Co., Ltd.

Printed Date: 2026/05/08

Taiwan Stock Exchange Market Observation Post System:

mops.twse.com.tw

Wherever technology

takes you, Ventec delivers

無論將來科技如何發展、

騰輝總能不負所託

venteclaminates.com


  1. Name of the spokesperson and acting spokesperson, job title, contact telephone, and email address:

Spokesperson: Chiao-Wei Tu Title: Chief Financial Officer

Telephone: (86) 512-6809-1810 Email: [email protected]

Acting Spokesperson: Lee, Susan Title: : Senior General Manager

Telephone: (86) 512-6809-1810 Email: [email protected]

  1. Headquarters, primary place of business, subsidiary and factory information:

(1) Head office

Name: Ventec International Group Co., Ltd.

Address: The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman Ky1-1208, Cayman Islands

Website: http://www.ventec-group.com

Telephone: (86) 512-6809-1810

(2) Samoa subsidiary

Name: Ventec International Group Limited (SAMOA)

Address: Vistra Corporate Services Centre, Ground Floor NPF Building, Beach Road, Apia, Samoa

Website: -

Telephone: (86) 512-6809-1810

(3) British Virgin Islands subsidiary

Name: Ventec Logistics Limited.

Address: OMC Chambers, P.O. Box 3152, Road Town, Tortola, British Virgin Islands

Website: -

Telephone: (86) 512-6809-1810

(4) Hong Kong subsidiary

Name: Ventec International Group Limited (HK).

Address: 14th Floor, Chung Pont Commercial Building, 300 Hennessy Road, Wanchai, Hong Kong.

Website: -

Telephone: (86) 512-6809-1810

(5) Hong Kong subsidiary

Name: Ventec Electronics (HK) Company Limited.

Address: 14th Floor, Chung Pont Commercial Building, 300 Hennessy Road, Wanchai, Hong Kong.

Website: -

Telephone: (86) 512-6809-1810

(6) Taiwan subsidiary

Name: Ventec Electronics Corporation

Address: 10F., Gongye 5th Rd., Pingzhen Dist., Taoyuan City 324, Taiwan (R.O.C.)

Website: -

Telephone: (886) 3-4195-901


(7) China subsidiaries

Name: Ventec Electronics (Suzhou) Co., Ltd.
Address: No. 308, Taishan Road, New District, Suzhou City, Jiangsu Province, China 215129
Website: -
Telephone: (86)512-6809-1810

Name: Ventec Electronics (Suzhou) Co., Ltd Shenzhen Branch
Address: 101, Building A, The Third Branch Of Rapoo&Space Life Science Park, No.22 Jinxiu East Road, Jinsha Community, Kengzi Street, Pingshan District, Shenzhen, Guangdong, P.R.C.518122
Website: -
Telephone: (86) 755-89389600

Name: Ventec Electronics (Jiangyin) Co., Ltd.
Address: 73-1 Qingtong Road, Qingyang Town, Jiangyin, Jiangsu, P.R.C. 214403
Website: -
Telephone: (86) 510-8655-3456

Name: Tengqiang Investment Management (Suzhou) Partnership (Limited Partnership)
Address: No. 308, Taishan Road, New District, Suzhou City, Jiangsu Province, China 215129
Website: -
Telephone: (86)512-6809-1810

(8) Britain subsidiary

Name: Ventec Europe Limited
Address: Unit 1, Trojan Business Centre, Tachbrook Park Estate, Leamington Spa, Warwickshire, CV34 6RH, United Kingdom
Website: -
Telephone: (44) 1926-423540

(9) Germany subsidiary

Name: Ventec Central Europe GmbH.
Address: Morschheimerstr, 15 D-67292 Kirchheimbolanden, Germany
Website: -
Telephone: (49) 6352-753260

(10) USA subsidiary

Name: Ventec USA LLC
Address: 311 South Highland Ave. Unit B, Fullerton, CA 92832, USA
Website: -
Telephone: (1) 714-7739621


(11) Thailand subsidiary

Name: Ventec Electronics (Thailand) Co., Ltd.
Address: 238/7, 5 nd Floor, Ratchadaphisek Road, Huai Khwang Subdistrict, Huai Khwang District, Bangkok
Website : -
Telephone: (66)02-01984213

  1. Name, Address, Website and Telephone of Stock Transfer Agency :

Name: Yuanta Securities Co., Ltd.
Website: http://www.yuanta.com.tw
Address: B1F., No. 67, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City, Taiwan (R.O.C.)
Telephone: +886-2-2586-5859

  1. Most recent fiscal year financial report CPA's name, the CPA firm, address, website, and telephone number

Name of the accountants : Liu,Yi-Ching and Chiu Cheng-Chun
Name of the firm : Deloitte & Touche
Website : http://www.deloitte.com.tw
Address: 20F, No. 100, Songren Rd., Xinyi Dist., Taipei, 11073, Taiwan
Telephone: (886) 2-2725-9988

  1. Name of Overseas Securities Trading exchanges and methods for searching for overseas securities information: None.

  2. The Company Website: http://www.ventec-group.com

  3. List of Directors:

Job title Name Nationality Main experience
Chairman Alpha Victor Limited Samoa Chairman of Ventec International Group Co.,Ltd.
Chairman of Good Things International Ltd.
Representative: Wang, Yu-Tzu ROC Chairman of Ten Mark Corporation
Director of Ventec International Group Co.,Ltd.
Director and CEO & General Manager Chung, Chien- Jen ROC CEO & General Manager of Ventec International Group Co.,Ltd.
Founder, CTO, General Manager Ventec International Group
R&D Manager Asia Chemical

Job title Name Nationality Main experience
Director CT Capital Limited ROC Chairman of CT Capital Limited.
Chairman of ExcelTekEngineering Consultants Corp.
Representative: Chiu, Yi-Cheng ROC
Director Elite Gain International Limited Samoa Director of Elite Gain International Limited
Supervisor of Good Things International Ltd.
Representative: Pai, Yu-Li ROC
Independent Director Sheu, Yuan- Kuo ROC Independent Director of Ventec International Group Co., Ltd.
Adviser of Direction International Law.
Convenor of the Supervisory Board of Chinese Association for Relief and Ensuing Services.
Independent Director Hou, Yu-Tau ROC Independent Director of Ventec International Group Co., Ltd.
Chief Operating Officer and Special Assistant to GMofConsulting Engineering Ltd.
Vice President for Asia of Emerson Electric Company.
Independent Director Chen, Tsung-Hsi ROC Independent Director of Ventec International Group Co., Ltd.
Tsung Fung CPA Office Executive CPA.
Director of Xforce Entertainment Co., Ltd.
  1. Name, title, contact phone number, and e-mail address of the designated agent within the territory of the Republic of China

Name: Chiu, Chiao-Wei

Job title: Vice President of Sale

Telephone: (886) 3-4195-901

Email: [email protected]


Contents of the Annual Report

I. BUSINESS REPORT TO SHAREHOLDERS ... 1

II. COMPANY PROFILE ... 6
1. Date of Incorporation ... 6
2. Structure of the company ... 7
3. Company History ... 8
4. Assessment of Risks ... 12

III. CORPORATE GOVERNANCE REPORT ... 13
1. Background Information on Directors, General Managers, Vice General Managers, Assistant Managers and Heads of Various Departments and Branches ... 13
2. Remunerations paid to directors, supervisors, general managers and vice general managers in recent years ... 28
3. Corporate Governance ... 35
4. Audit Fees ... 111
5. Information for Change of CPA ... 111
6. The Company's Chairman, President, Managers Responsible for Finance and Accounting Who Have Held a Position in the CPA Office or Its Affiliates Within the Latest Year ... 112
7. Shareholding Transferred or Pledged by Directors, Management, and Major Shareholders Who Hold 10% or More of the Company Shares ... 112
8. Information of Relationship among the Top 10 Shareholders Who Are Related, Spouses or Relatives within the Second Degree of Kinship ... 113
9. Shareholding Proportion of Ventec to Investees ... 114

IV. CAPITAL OVERVIEW ... 115
1. Capital and Shares ... 115
2. Corporate Bonds ... 119
3. Preferred Stock issued ... 124
4. Issuance of Overseas Depository Receipts ... 124
5. Employee Stock Options ... 124
6. Employee Restricted Stock Option ... 124
7. Issuance of New Shares in Connection with the Merger or Acquisition ... 124
8. Financing Plans and Implementation ... 124

V. OPERATIONAL HIGHLIGHTS ... 125
1. Business Activities ... 125
2. Overview of the Market, Production and Sales Analysis ... 137


3、The most recent two years number of employees...145
4、Environmental Protection Measures and Expenses...146
5、Employee Welfare...147
6、Information Security Management...149
7、Important Contracts and Agreements...151

VI. REVIEW AND ANALYSIS OF THE FINANCIAL CONDITION, PERFORMANCE AND RISK MANAGEMENT...153

1、Financial Standing...153
2、Financial Performance...154
3、Cash Flow...155
4、Major Capital Expenditures in Recent Years and Impacts on Financial and Operational Situations...156
5、Main Reasons for Profits or Losses of the Latest Re-investment Policy, Improvement Plan and Investment Plan for the Coming Year...157
6、Analysis and Assessment Of Risks...158
7、Other important items...163

VII. SPECIAL NOTES...165

1、Affiliated Companies...165
2、For the most recent year and up to the date of the annual report publication, the management of private securities...168
3、Other matters requiring supplementary information...168
4、Any Event Which Has a Material Impact on Shareholders' Equity or Securities Prices Was Stipulated in Subparagraph 2, Paragraph 3, Article 36 of Securities ExchangeActinthe Most Recent Fiscal Year and up to the Date of the Publication of the Annual Report...169
5、The Company's Articles of Incorporation and any variation from the provisions governing the protection of shareholders' rights in Taiwan...169


I. BUSINESS REPORT TO SHAREHOLDERS

  1. Year 2025 Business Results

1.1 consolidated profit and loss comparison of operating results:

Unit: NT$ thousands, Except Earnings Per Share

| Year
Item | 2025 | 2024 | Increase (decrease)
Amount | Increase (decrease)
ratio (%) |
| --- | --- | --- | --- | --- |
| NET REVENUE | 4,264,725 | 4,227,622 | 37,103 | 0.88% |
| GROSS PROFIT | 1,373,136 | 1,418,311 | (45,175) | (3.19)% |
| PROFITFROMOPERATIONS | 401,419 | 318,497 | 82,922 | 26.04% |
| NON-OPERATING INCOME AND EXPENSES | 3,245 | 75,660 | (72,415) | (95.71)% |
| PROFIT BEFORE INCOME TAX | 404,664 | 394,157 | 10,507 | 2.67% |
| NET PROFIT FOR THE YEAR | 346,145 | 356,799 | (10,654) | (2.99)% |

1.2. Budget execution: The company has not disclosed its financial forecast and it is not applicable.

1.3. Financial highlights and profitability analysis:

Item 2025 2024
Financial structure(%) Ratio of liabilities to assets (%) 28.63 28.66
Ratio of long-term capital to property, plant and equipment (%) 366.41 405.35
Liquidity analysis(%) Current ratio (%) 354.68 345.90
Quick ratio (%) 254.02 269.74
Profitability Analysis(%) Return on total assets (%) 7.12 7.54
Return on shareholders’ equity (%) 9.83 10.66
Ratio of pre-tax income to paid-in capital (%) 56.65 55.18
Ratio of net income to sales (%) 8.12 8.44
Earnings per share (NT$/share) 4.85 5.01

1.4. Research and development direction:

(1) In response to era of AI infrastructure construction and data center applications, the Company will continue to promote high-frequency, high-speed materials, and meet various special materials, precision, light, thin, and small application requirements to exploit the massive and promising business opportunities in the future.

(2) With the ubiquity of high-speed AI computation, industrial applications and green energy, the Company will promote multi-layer mixed high-end cooling materials with


thermal conductivity of 9.0 and above, and cooling films of different grades to widen the lead of cooling materials.

(3) Actively intervene in semiconductor testing technology, move toward new material technology for probe boards that cannot be touched by probes, expand the market for applications using the Company's products, and continue to maintain advantages in the field of display technology applications.

(4) Continue to optimize ultra-high frequency applications used in aerospace radars, autonomous driving, and automotive radar applications to welcome the era of autonomous driving.

(5) With geopolitical conflicts escalating and showing no signs of abating, the global landscape is extremely unstable. Countries are continuously increasing their investment in military weapons. Therefore, the Company needs to focus more on product research, development and accreditation for defense and aerospace applications.

2. Summary of 2026 Business Plan

2.1. Business policy:

The Company continues to deepen its roots in copper clad laminate (CCL) related industries, adhering to the corporate values of "innovation, division of labor, cooperation, and sharing," as well as approaches in product orientation, global deployment and terminal equipment certification. We focus on providing high-performance products, and insist on good collaboration with customers, suppliers, employees, and shareholders. With the vision of providing global supply chain solutions from prototyping to mass production, we achieve high-standard management based on "quality, speed, cost, and service," and meet the product or technology requirements of the market and customers through continuous innovation in formulas and coating processes, with the mission to create greater corporate value. Furthermore, with the current tumultuous international relations, we must work to meet supply chain requirements that impose restrictions on regional production.

2.2. Expected production and sales situation:

The Company is based in Asia and has a balanced global development strategy. The sources of purchase orders are relatively balanced. Furthermore, with the rapid development of AI applications and the formation of two supply chains in China and the United States, the production base in Thailand, which is under construction, will be put into operation this year. Recently, raw material supply has been disrupted due to the unexpected surge in AI, leading to significant price increases and shortages. Controlling supply and responding to costs change will be a key issue this year. The Company must be able to reflect costs in line with market demand. Furthermore, major competitors have significantly reduced

2


production, stopped supplying low- and mid-range materials, and substantially extended delivery times due to tight supply. Therefore, the Company holds a positive outlook and expectation regarding new product development, new customer acquisition, and increased market penetration.

The Company has been successful in developing special materials. With the continued increase in certifications and purchase orders, the Company's production and sales will continue to grow. The Company's business philosophy does not focus on pursuing high growth in overall shipment volume, but rather concentrates its resources in high-margin products, including aluminum substrates, military and aerospace products, high-frequency and high-speed substrates, diverse products produced in small volumes for Europe and the United States, and residue-free laminates. High-frequency Teflon materials are used in defense applications, as are M6-grade high-speed no-flow PP sheets and low-loss high-heat-dissipating PP sheets. Newly developed high-speed no-flow residue-free laminate film products can be applied in AI infrastructure, which will lead to high-end applications in the handheld and wearable fields, and semiconductor AI chip testing. With the concerted efforts to expand various layouts, revenue is expected to be generated gradually, and the source of orders will be developed in a balanced manner.

2.3 Important production and sales strategies:

(1) Continue to intervene in products that require high reliability and certification, and improve the product and customer structure to increase profits and reduce competitive pressure.

(2) By allocating production capacity properly, and exploiting favorable business opportunities presented by the rapid growth of AI applications and the shortage of raw materials, the Company can promote the widespread use of energy-efficient products in terminal equipment, allowing them to embark on a similarly rapid growth trajectory.

(3) Diversify the development of product application fields, and engage in product innovation, including the insulation protection of various passive components and ground breaking development of new products for public welfare, allowing the Company's development become more balanced and making opportunities and profits more stable.

(4) Continue to improve the quality policy, increase investment in automation and smart manufacturing, and reduce costs. Continue to improve the efficiency and productivity of teamwork, and stabilize the special production mode of large variety in small quantities.

3


(5) Complete the Thailand plant and leverage its location, regional policies, and industrial cluster advantages to solidify the Company's competitive position in the global electronic materials market so as to realize its long-term development strategy of cross-regional production and customer supply chain diversification.

  1. Future Development Strategy

The Company will continue to pay attention to the application needs of various markets and spare no effort in bringing its comprehensive high-frequency and high-speed material product line to the market to gain recognition in terminal equipment use and a large number of PCB applications, thereby entering the mainstream market. In addition to consolidating our leading position in the heat control metal substrate market and further expanding our long-established presence in heat dissipation materials, we are actively pursuing breakthroughs in other application areas, including non-lighting thermal control, ultra-high-frequency radars, thermoplastic resins, and various film materials for active and passive components and AI applications. Furthermore, we will continue to strengthen our relations with supply chain partners by leveraging complementary resources, providing value-added services, ensuring stable business growth, and responding to market fluctuations. These strategies aim to expand our market share and lay a solid foundation for the Company's sustainable development. We hope to create greater value for shareholders, customers, and society through continuous innovation, strategic partnerships, and sound governance.

  1. The impact of competitors, environmental regulations, and macroeconomic environment

With increasing uncertainty in economic policies and the rise of protectionism, trade tensions are escalated. Apart from AI applications, investments in other fields have all but decreased. The current state of two supply chains in China and the United States has damaged market efficiency, distorted trade flows, and severely disrupted global supply chains. These developments make it harder for companies to do business and result in imbalance between countries and different industries, further affecting global economic development and growth.

The Company maintains strong operational resilience and a stable financial structure. In response to the above conditions, we remain committed to product R&D, focusing on innovative technologies. We adopt a unique development model and global strategy centered on producing a wide variety of products in small quantities and utilizing special materials. This approach further differentiates us from our industry peers, establishes our irreplaceability, and enables us to proactively adapt to various changes to meet customer

4


needs. Additionally, we are dedicated to promoting sustainable operations, prioritizing environmental protection, resource conservation, and green energy investments throughout our production processes, upholding our corporate social responsibility.

Besides complying with relevant laws and regulations, the Company also pays attention to changes in important domestic and foreign policies and laws, and plans immediate response measures to meet the Company's operational needs. Therefore, changes in important domestic and foreign policies and laws do not have a significant impact on the Company's financial position and business performance.

We sincerely thank our shareholders for their long-term support, encouragement, and care. The Company will continue to work hard to create value for customers, shareholders, employees, and society.

Ventec International Group Co., Ltd.

Chairman: Wang, Yu-Tzu

General Manager: Chung, Chien-Jen

Chief Financial Officer: Chiao-Wei Tu

5


6

II. COMPANY PROFILE

1. Date of incorporation:

Ventec International Group Co., Ltd. (the “Company”) was incorporated in the Cayman Islands on October 16, 2012. The Company and its subsidiaries, collectively referred to as the “Group”, mainly engages in the research and development, production and sale of copper clad laminate (CCL), aluminium-backed laminate (IMS) and prepreg.

Subsidiaries Location and Business Content were as follows:

Company Location Business Content
Ventec International Group Limited (SAMOA) (VIG Samoa) Samoa General investment
Ventec International Group Limited (HK) (VIG HK) Hong Kong General investment
Ventec Electronics (HK) Company Limited (VT HK) Hong Kong General investment
Ventec Logistics Limited (VLL BVI) British Virgin Islands General investment
Ventec Electronics Corporation (VT TW) Taiwan Manufacture and sell of CCL, IMS and prepreg
Ventec Electronics (Suzhou) Co., Ltd. (VT SZ) China Research and development, manufacture and sell of CCL, IMS and prepreg
Ventec Electronics (Jiangyin) Co., (VT JY) China Manufacture and sell of CCL, IMS and prepreg
Ventec Electronics (Thailand) Co., Ltd. (VT TH) Thailand Manufacture and sell of CCL, IMS and prepreg
Tengqiang Investment Management (Suzhou) Partnership (Limited Partnership) (Tengqiang Investment") China General investment
Ventec Europe Limited (VT UK) Britain Sell of CCL, IMS and prepreg
Ventec USA LLC (VT US) USA Sell of CCL, IMS and prepreg
Ventec Central Europe GmbH. (VT DE) Germany Sell of CCL, IMS and prepreg

2、Structure of the company

img-1.jpeg


3、 Company History

Year Company and Group History
2000 Establishment of Ventec Electronics (Suzhou) Co., Ltd. in the Gaoxin District, Suzhou City with Promax Investments Limited as the offshore holding company.
The plant located on Xiangyang Rd, Gaoxin District, Suzhou City specializes in the manufacture of CCL and prepreg.
2005 EstablishedVentec Electronics (Jiangyin) Co.,
2006 EstablishedVentec Electronics(HK) Company Limited
EstablishedVentec International Group Limited(SAMOA)
EstablishedVentec Logistics Limited
EstablishedVentec Europe Limited
2007 Corporate reorganization – Acquisition of 97.5% of the equity of Ventec Electronics (Suzhou) Co., Ltd. by Ventec International Group Limited(SAMOA)
EstablishedVentec USA LLC
Acquisition of 67,292.5 M² of land on Taishan Rd., Gaoxin Dist.,Suzhou City for the construction of the Taishan plant
2008 EstablishedVentec International Group Limited(HK)
Official commissioning of the plant located on Taishan Road, Gaoxin Dist., Suzhou City
Acquisition of the ISO9001 Quality Management System Certification by the Suzhou Plant
Initiation of the development of aluminum substrate by the Suzhou Plant
PI(Polyimide) products pass UL certification – mass production initiated
2009 EstablishedVentec Electronics(Shenzhen) Co.,
Aluminum substrate passes UL certification – mass production initiated
PI(Polyimide) products approved by NASA and Boeing – expansion into the aerospace industry
2010 EstablishedVentec Central Europe GmbH
2011 Establishment of Ventec Electronics Co., Ltd. – monthly output of CCL exceeds 900,000 units
2012 Corporate reorganization – Equity swap between the newly established Ventec International Group Co.,Ltd.and Ventec International Group Limited (SAMOA); paid-in capital of NT$ 450 million
Acquisition of land and plant ownership rights by Ventec Electronics Co., Ltd.
Acquisition of the AS 9100C Aerospace Industry Quality Management System certification for CCL and prepeg and approval of the use of aluminum substrate manufactured by the Suzhou Plant for automotive power control units by BMW and BYD

8


Year Company and Group History
2013 Conclusion of an Agreement Governing Compensation for the Purchase of State-Owned Land Usage Rights in line with the service sector promotion policy for the Gaoxin District in Suzhou City; planned transfer of the land of the Xiangyang Plant to the government and expansion of the Taishan Plant
2014 Ventec International Group Limited(HK) acquires 2.5% of the equity of Ventec Electronics (Suzhou) Co., Ltd. from Suzhou New District Economic Development Group Corporation, turning the company into a full subsidiary of the group.
Acquisition of the IECQ (Quality Assessment System for Electronic Components) certification by Ventec Electronics (Suzhou) Co., Ltd.
Official approval of MCPCB materials by Valeo, a French global automotive supplier; utilization of end products for LED headlights of numerous high-end models manufactured by Mercedes Benz, Maserati, Volvo etc.
Official approval of PI (Polyimide) products by the European Space Agency.
2016 Acquisition of 100% of the equity of Kaiyin Electronic Material Co., Ltd. and the land and ownership rights to the Jiangyin Plant by Ventec Electronics (Jiangyin) Co., Ltd.
Completion of Taishan Plant expansion project and official transfer of the Xiangyang Plant usage rights to the local government
Cash capital increase by Ventec International Group Co., Ltd. in February; share capital increased to NT$ 484,306,000
Exercise of employee stock options in December; share capital increased to NT$ 514,191,000
2017 Cash capital increase in March; share capital increased to NT$ 544,126,000
Cash capital increase in May; share capital increased to NT$ 561,143,000
Exercise of employee stock options in October; share capital increased to NT$ 586,143,000
Official approval of aluminum substrate by Shanghai Edrive Co., Ltd. and Kostal OBC, a German automotive part manufacturer; expansion into the new energy vehicle industry
Share offering by Ventec International Group Co., Ltd.in Taiwan upon approval by the Securities and Futures Bureau
2018 Emerging stock market registration of Ventec International Group Co., Ltd. shares in Taiwan
UL certification of high-frequency materials for 5G applications
CUL (Canada) certification of aluminum substrate and high-TG materials
Cash capital increase in October; share capital increased to NT$ 646,143,000
Development of high-TG,high-modulus, and highly reliable carrier

Year Company and Group History
materials for 5G smartphones and various high-end mobile handheld devices.
Development of halogen-free CTI400 materials
Initiation of trial production of ULL (ultra low loss) materials for 5G applications
2019 The Company's stock was listed on the Taiwan Stock Exchange.
Ceramic filled hydrocarbon Laminates for 5G antenna application was approved by ZTE etc.
Developed no flow Prepreg with low loss signal integrity and got preliminary approval for customer.
IMS with low modulus&high reliability & high thermal conductivity, certified by UL& approved by Koito (Japan) and Valeo (France), has come to mass production; it also passed the reliability tests at ZKW (Austria).
Developed ceramic filled PTFE composites with Dk3.0 for radar application.
Authorization of one invention patent of USA and two utility model patents.
2020 Authorization of two invention patents of China and seven utility model patents.
Developed high emissivity and high thermal conductive metal base laminate, which changed the traditional radiator and approved by osram-continental, will be applied to Renault's various cars.
Developed hydrocarbon composites with Dk 10.2, which has come to mass production.
Developed ceramic filled PTFE composites with Dk 6.15&10.2 and got partial recognition.
2021 Authorization of one utility model patent of China, three trademarks in China and one trademark in UK.
Expand the high-speed product series, such as high-speed products for antenna, server and package test application, and has got small batch of orders from customers.
Expand the PTFE product series, developed PTFE composites with DK2.94, passed customersnd package test application, and has got small batch of
Developed super white material with resistance to high heat and yellow degeneration for LED package application, passed many customers' test and certification and has come to mass production.
2022 Authorization of one invention patents of China and three utility model patents.
Expand the high-frequency product series application, such as high-frequency products for 5G antenna application, and has got mass
use of PTFE and PTFE
developed ceramic filled PTFE and PTFE

Year Company and Group History
production of orders from European customers.
Developed Ultra low loss halogen-free product, certified by UL & approved by ultra high speed digitalapplication, and got small batch of orders.
Developed ultra low loss substrate for package application, passed customers' test and certification and got small batch of orders.
Developed halogen-free material with CTI600, got UL certification and passed customers test.
2023 Authorization of two invention patents of China and one utility model patent.
Got registration of seven Madrid trademarks, three for India, two for Vietnam and two for Malaysia.
Developed no-flow prepreg with ultra low loss signal integrity for high-speed Rigid-Flex PCB application,passed customers' test and got small batch of orders.
Developed resin coated copper material with low CTE performance, passed some customers' test and got small batch of orders.
Cooperated with a world famous passive componentscompany and developed film material in test stage now and got small batch of orders.
Developed high Dk hydrocarbon laminate for RF microwave application in test stage now and got small batch of orders.
2024 VT SZWT completed liquidation and de-registration in March 2024.
The Company's Board of Directors in November 2024 passed the resolution to establish a subsidiary in Thailand in December of the same year, in order to achieve the Company's operational goals, increase overseas production bases, and enhance its competitiveness.
Got authorization of two invention patents of China and one utility model patent.Got registration of four Madrid trademarks, three for Thailand, one for Vietnam.
Developed ultrathinresin coated copper material with low CTE and low loss performance, passed American customers'test and enteredthe small batch verification stage.
Developed halogen-free film materialwithhigh thermal conductive performance, passed many customers' test and certification and got large batch of orders.
Developed halogen-free film materialwithhigh thermal conductiveand low loss performance, passed many customers' test and certification and got large batch of orders.
Developed low loss film material for RF microwave application, tested

Year Company and Group History
and verified in many customers.
Developed Low CTE extremely low loss material for HDI Anylayerdesigns. Tested and verified in many customers.
2025 Got authorization of one invention patent of China and three utility model patents.
Got registration of two USA trademarks.
Developed Ultra-Low Loss Adhesive Film for Rubin series GPU Accelerator Card Orthogonal Backplane, Tested and verified in end customers.
Developed Ultra-Low Loss PTFE products for Rubin series GPU Accelerator Card Orthogonal Backplane, Tested and verified in end customers.
Developed Ultra-Low Loss M9 level material reinforced with quartz fabric for Rubin series GPU Accelerator Card, Tested and verified in end customers.
Developed heat dissipation adhesive film with ultra-high thermal conductivity (12W/mK), Tested and verified in customers.
In November, the Company’s board of directors resolved to issue the first unsecured convertible corporate bonds and the second unsecured convertible corporate bonds within the territory of the Republic of China (Taiwan).
  1. Assessment of Risks:

For the details of risk items concerning macroeconomics, environmentalfluctuation of politics and economics, exchange control, taxation, as well as otherrelatedlaws and regulations, please refer to Chapter 7 “Descriptions for RiskEvaluation and Other Important Matters” in this Annual Report.


III. CORPORATE GOVERNANCE REPORT

  1. Background Information on Directors, Supervisors, General Managers, Vice General Managers, Assistant Managers and Heads of Various Departments and Branches

1.1 Board Directors

(1) Information on board directors

2026/4/20: Unit:Thousand; shares; %

Title Nationality or Registration Place Name Gender Age Date Elected Term (Year) Date First Elected Shareholding when elected Current shareholding Spouse & Minor Shareholding Shares held in the name of others Experience (Education) Current jobs with the Company and other companies Executives, Directors or Supervisors who are spouses or within two degrees of kinship
Shares (%) Shares (%) Shares (%) Shares (%) Title Name Relation
Chairman Samoa Alpha Victor Limited - 2024. 6.21 3 2017. 6.16 4,090,908 5.73 4,090,908 5.73 -- -- -- -- -- -- -- -- --
ROC Wang, Yu-Tzu Male 71-80 -- -- -- -- -- -- -- -- Department of International Trade, Fu Jen Catholic University Director of Ventec International Group Co., Ltd. Chairman of Good Things International Ltd. Chairman of Ten Mark Corporation Chairman of Good Things International Ltd. Chairman of Ten Mark Corporation -- -- --
Director ROC Chung, Chien-Jen Male 61-70 2024. 6.21 3 2012. 10.16 1,329,623 1.86 1,360,623 1.90 166,848 0.23 -- -- Department of Chemical Engineering, Tunghai University CEO & General Manager of Ventec International Group Co., Ltd. Founder, CTO, General Manager Ventec International Group R&D Manager Asia Chemical Director and CEO & General Manager of Ventec International Group Co., Ltd. Director of Ventec International Group Limited (HK) Director of Ventec Electronics (HK) Company Limited Director of Ventec Logistics Limited Corporation Director of Ventec Europe Limited Director of Ventec Electronics (Suzhou) Co., Ltd. Director of Ventec Electronics (Jiangyin) Co., Ltd. Chairman of Ventec Electronics (Thailand) Co., Ltd. -- -- --

14

Title Nationality or Registration Place Name Gender Age Date Elected Term (Year) Date First Elected Shareholding when elected Current shareholding Spouse & Minor Shareholding Shares held in the name of others Experience (Education) Current jobs with the Company and other companies Executives, Directors or Supervisors who are spouses or within two degrees of kinship
Shares (%) Shares (%) Shares (%) Shares (%) Title Name Relation
Director ROC CT Capital Limited - 2024. 6.21 3 2024. 6.21 1,331,000 1.86 2,130,000 2.98 - - - - - - - - -
ROC Chiu, Yi-Chen Male 51~60 - - - - - - - - Doctor of Environment, Peking University. Master's degree, College of Management, National Taiwan University. Master's degree, College of Management, Fudan University. Chairman of CT Capital Limited. Chairman of ExcelTek Engineering Consultants Corp. - - - -
Director Samoa Elite Gain International -Limited - 2024. 6.21 3 2024. 6.21 501,239 0.70 511,239 0.72 - - - - - - - - -
ROC Pai, Yu-Li Female 51~60 - - - - - - - - Director of Elite Gain International Limited Supervisor of Good Things International Ltd. Director of Ten Mark Corporation. Director of Ventec International Group Co.,Ltd. - - - -
Independent director ROC Sheu, Yuan-Kuo Male 61~70 2024. 6.21 3 2018. 6.19 - - - - - - - - Doctor of Law, South Carolina State University Master'sdegree,GraduateInstitute of Law, Tulane University Department of Law,Soochow University Legislator AssistantProfessor, Risk Mangement And Insurance Department, Shih ChienUniversity Counselor of Direction Law Firm. Convenor of the Supervisory Board of Chinese Association for Relief and Ensuing Services. AssistantProfessor, Risk Mangement And Insurance Department, Shih ChienUniversity - - -

15

Title Nationality or Registration Place Name Gender Age Date Elected Term (Year) Date First Elected Shareholding when elected Current shareholding Spouse & Minor Shareholding Shares held in the name of others Experience (Education) Current jobs with the Company and other companies Executives, Directors or Supervisors whose spouses or within two degrees of kinship
Shares (%) Shares (%) Shares (%) Shares (%) Title Name Relation
Independent director ROC Hou, Yu-Tau Male 51~60 2024. 6.21 3 2018. 6.19 - - - - - - -
Independent director ROC Chen, Tsung-Hsi Male 51~60 2024. 6.21 3 2018. 6.19 - - - - - - -

(2) Major shareholders of Ventec's Directors are institutional shareholders

2026/4/20

Name of Institutional Shareholders Major Shareholders of the Institutional Shareholders
Alpha Victor Limited Wang, Yu-Tzu (98.9%)、Wang, Jung-Chen(1.1%)
Elite Gain International Limited Pai,Yu-Li(99%)、Wang, Jung-Chen(1%)
CT Capital Limited Chiu,Yi-Cheng(100%)

(3) If the major shareholder is an institution, then the major institutional shareholder: None.
(4) Disclosure of information and term on the professional qualifications of directors and the independence of independent directors.

Qualification Name Professional Qualifications And Experience Independence Situation Independent Director of other public companies numbers
Chairman of the Board of Director Alpha Victor Limited Representative: Wang, Yu-Tzu Have more than ten years of work experience required by the company's business. Current Chairman of Ventec International GroupCo., Ltd, Chairman of Good Things International Ltd. and Chairman of Ten Mark Corporation. Served as a director of the company for many terms. None of the provisions of Article 30 of the Company Act. Not available -
Director Chung, Chien-Jen Have more than ten years of work experience required by the company's business. Current CEO and General Manager of the company Served as the CEO and the General Manager of the company for many terms None of the provisions of Article 30 of the Company Act. Not available -

Qualificatio Name Professional Qualifications And Experience Independence Situation Independent Director of other public companies numbers
Director CT Capital Limited Representative: Chiu,Yi-Cheng Have more than ten years of work experience required by the company's business. Current Chairman of CT Capital Limited.and Chairman ofExcelTek Engineering Consultants Corp. With the experience of Chairman of CT Capital Limited and Chairman of ExcelTek Engineering Consultants Corp. None of the provisions of Article 30 of the Company Act. Not available -
Director Elite Gain International Limited Representative: Pai,Yu-Li Have more than ten years of work experience required by the company's business. Current Director of Elite Gain International Limited, Supervisor of Good Things International Ltd . With the experience of Director of Elite Gain International Limited, Supervisor of Good Things International Ltd ., Director of Ten Mark Corporation and Director of Ventec International Group Co.,Ltd. None of the provisions of Article 30 of the Company Act. Not available -

Qualificatio Name Professional Qualifications And Experience Independence Situation Independent Director of other public companies numbers
Independent Director Sheu, Yuan-Kuo Has more than ten years of business, legal work experience required by the company's business.Current Direction International Lawconsultant, Convenor of the Supervisory Board of Chinese Association for Relief and Ensuing Services and the independent director / Auditing Committee Member / Remuneration Committee MemberHas been Legislator, Full-time Associate Professor, Department of Risk Management and Insurance of Shih Chien University, and Independent Director / Audit Committee Member / Remuneration Committee Member for many termsNone of the provisions of Article 30 of the Company Act. The independent directors of the company meet the requirements of independence.The independent directors themselves, their spouses, and relatives within the second degree do not serve as directors, supervisors or employees of the company or its related companies; they do not hold shares in the company; they do not serve as directors, supervisors or employees of companies that have a specific relationship with the company.In the past two years, there has been no remuneration for providing business, legal, financial, accounting and other services to the company or its affiliates. -

| Qualificatio
Name | Professional Qualifications And
Experience | Independence
Situation | Independent
Director of
other public
companies
numbers |
| --- | --- | --- | --- |
| Independent
Director
Hou, Yu-Tau | ➢ Have business, legal, financial, or accounting
work experience required by the company's
business.

➢ CurrentChief Operating Officer and Special
Assistant to GM of Consulting Engineering
Ltd.and the independent director / Auditing
Committee Member / Remuneration
Committee Member.

➢ Has been Vice President for Asia of Emerson
Electric Company, Marketing Project Manage of
Realtek Semiconductor Corp. and Vice
President , Sales and Marketing of Giantplus
Technology Co., LTD. and Independent Director
/ Audit Committee Member / Remuneration
Committee Member.

➢ None of the provisions of Article 30 of the
Company Act. | ➢ The
independent
directors of the
company meet
the
requirements of
independence.

➢ The
independent
directors
themselves,
their spouses,
and relatives
within the
second degree
do not serve as
directors,
supervisors or
employees of
the company or
its related
companies; they
do not hold
shares in the
company; they
do not serve as
directors,
supervisors or
employees of
companies that
have a specific
relationship
with the
company.

➢ In the past two
years, there has
been no
remuneration
for providing
business, legal,
financial,
accounting and
other services to
the company or
its affiliates. | - |

19


Qualificatio Name Professional Qualifications And Experience Independence Situation Independent Director of other public companies numbers
Independent Director Chen, Tsung-Hsi Has business, financial, or accounting work experience required by the company's business. Current Tsung Fung CPA Office Accountant and the independent director / Auditing Committee Member / Remuneration Committee Member Has been Enterprise Finance Assistant Manager of the CSC Securities, Financial Department Manager of the Ming Jong Technologies Co., Ltd., Financial and Accounting Associate Manager of the Jsdway Digital Technology Co., Ltd. and Independent Director / Audit Committee Member / Remuneration Committee Member. None of the provisions of Article 30 of the Company Act. The independent directors of the company meet the requirements of independence. The independent directors themselves, their spouses, and relatives within the second degree do not serve as directors, supervisors or employees of the company or its related companies; they do not hold shares in the company; they do not serve as directors, supervisors or employees of companies that have a specific relationship with the company. In the past two years, there has been no remuneration for providing business, legal, financial, accounting and other services to the company or its affiliates. -

(5) Board Diversity and Independence

♦ Board Diversity:

The composition of the board of directors shall take diversity into consideration. The number of directors serving concurrent positions as the Company's managers should not exceed one third of the total number of directors. In addition, appropriate strategies of board diversity shall be formulated based on the board's operation, operating mode and developmental needs, and the directors should meet the criteria for, including but not limited to, the following two aspects:

(a) Basic requirements and values: Gender, age, nationality, and culture.

(b) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

The diversity policy and implementation of the current board members of the company are as follows:

Board members are required to have the knowledge, skills and the competencies necessary to perform their duties. To achieve the goals of corporate governance, the board of directors must have the ability to make sound business judgments, ability to perform accounting and financial analysis, business administration ability, crisis management ability, knowledge of the industry, an international market perspective, leadership, and decision-making ability. The current directors have business management experience in listed/OTC-traded companies and all have leadership, decision-making, crisis management, and an understanding of international markets. The seven directors have the following professional knowledge and skills:

> Among the three independent directors, Independent Director Chen, Tsung-Hsi is an accountant from Tsung Feng CPA Firm and has a professional background and practical experience in finance and accounting; Independent Director Sheu, Yuan-Kuo is a consultant at Direction International Law Offices and has a professional background and practical experience in the law; Independent Director Hou, Yu-Tau is the chief operating officer of H&K Consulting Engineering Co. Ltd. and has experience in important management positions, marketing, and the ability to make sound business judgments.

> The four non-independent directors, Chairman Wang, Yu-Tzuand Director Chung, Chien-Jen have experience in important management positions, such as chairman or president, of a listed/OTC-traded multinational group. The new directors, Chiu, Yi-Cheng and Pai, Yu-Li have respectively served as chairmen or directors and supervisors in different industries. The four directors have extensive industry experience covering technology, chemicals, electronics, manufacturing, and environmental engineering, and possess professional capabilities in marketing, technology, business management, industry knowledge, and operational judgment. The distribution of professional knowledge and skills among the board members is as follows: Technical (engineering) 29%, Finance (business) 29%, Legal 14%, environmental engineering 14%, and others 14%.

21


> Among the 7 current board members, directors who are also employees account for $17\%$ (1 individual). One director is aged 71 or above, two are aged 61-70, and four are under 60.
> Our company attaches great importance to gender equality in the composition of the board of directors and aims to increase the number of female directors to more than one-third. After the 6th election this time, one new female director was added. Currently, among the 7 directors, there is 1 female director (accounting for $14\%$ ). The company will continue to plan for female directors to reach one-third, promoting the implementation of the gender equality policy network in our country, increasing the participation of women in decision-making, and improving the board structure to achieve the goal.

More diversity of board members is as follows.

Name Wang, Yu-Tzu Chung, Chien-Je n Chiu, Yi-Chen Pai, Yu-Li Sheu, Yuan-Ku o Hou, Yu-Tau Chen, Tsung-Hs i
Diversity
Basic Composition Nationality ROC ROC ROC ROC ROC ROC ROC
Gender Male Male Female Male Male Male
Part-time employee v
Age Over 71 v
61 to70 v v
51 to 60 v v v v
Indepen dent Director Terms 3 sessions v v v
professional competence electric engineering v
Financial and accounting analysis v v v
operating management v v v v v
law v
chemical materials v
Environmental Engineering v
industry experience electronics industry v
Semiconductor industry v
financial industry v
service industry v v
chemical industry v
Environmental industry v
Engineering industry v
manufacturing industry v v

Board independence:

The company has 7 directors, including 3 independent directors. Only one of the current directors concurrently holds a position on the Company's management team. There are no spouses or relatives within the second degree among the directors. There are no matters specified in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. Therefore, the Company's directors are independent.


22
2026/4/20 : Unit: Shares, %

1.2 President, Vice Presidents, Assistant Vice Presidents, and Chiefs of Units and Branches

Title Nationality Name Gender Date Effective Shareholding Shareholding of Spouse&Minor Children OtherPositionsandOtherCompanies Curriculumvitae OtherPositions Managers who are Spouses or Within Two Degrees of Kinship
Share (%) Share (%) Share (%) Title Name Relationship
CEO & General Manager ROC Chung, Chien-Jen Male 2000.02 1,360,623 1.90 166,848 0.23 Department of Chemical Engineering, Tunghai University. CEO & General Manager of Ventec International Group Co.,Ltd. Founder, CTO, General Manager Ventec International Group R&D Manager Asia Chemical. Director and CEO & General Manager of Ventec International Group Co.,Ltd. Director of Ventec International Group Limited(HK) Director of Ventec Electronics(HK) Company Limited Director of Ventec Logistics Limited Director of Ventec Europe Limited Director ofVentec Electronics (Suzhou) Co., Ltd. Director ofVentec Electronics (Jiangyin) Co.,

Title Nationality Name Gender Date Effective Shareholding Shareholding of Spouse&Minor Children OtherPositionsandOtherCompanies Curriculumvitae OtherPositions Managers who are Spouses or Within Two Degrees of Kinship
Share (%) Share (%) Share (%) Title Name Relationship
Ltd. Chairman of Ventec Electronics (Thailand) Co., Ltd.
Vice GM of Oversea Company Britain Mark Ian Goodwin Male 2007.02 118,400 0.17 - - - - The Open University Professional Diploma In Management Isola Group Sales Manager UK and Ireland Isola Group Commercial Manager BTR UK Sales Director Vente International Group GeneralManager Europe Ventec International Group ChiefOperating Officer Director of Ventec Europe Limited Director of Ventec Central Europe GmbH - - -

Title Nationality Name Gender Date Effective Shareholding Shareholding of Spouse&Minor Children OtherPositionsandOtherCompanies Curriculumvitae OtherPositions Managers who are Spouses or Within Two Degrees of Kinship
Share (%) Share (%) Share (%) Title Name Relationship
Vice President of Sale ROC Chiu, Chiao Wei Male 2019.08 4,760 0.01 - - - - Department of Chemical Engineering,Ming Xin Industrial College Sales assistant manager of Lianzhi Technology CO.,LTD. Sales section supervisor of Hong Tai Electric. Sales Engineer Asia Chemical Chairman of Ventec Electronics Corporation Director of Ventec Electronics Corporation - - -
Vice President of Technology China WangZhuo Male 2024.10 59,000 0.08 - - - - Department of Chemical Engineering, Soochow University Technical Director of Ventec Electronics (Suzhou) Co., Ltd. Deputy Director of Ventec Electronics (Suzhou) Co., Ltd. Manager of Ventec Electronics (Suzhou) Co., Ltd. Supervisor of of Ventec Electronics (Suzhou) Co., Ltd. Ventec Director of Electronics (Thailand) Co., Ltd. - - -

Title Nationality Name Gender Date Effective Shareholding Shareholding of Spouse&Minor Children OtherPositionsandOtherCompanies Curriculumvitae OtherPositions Managers who are Spouses or Within Two Degrees of Kinship
Share (%) Share (%) Share (%) Title Name Relationship
Chief Financial Officer ROC Tu Chiao-Wei Female 2018.07 20,000 0.03 - - - - - Master's degree,Graduate Institute of Finance in-Service, College of Management, National Taiwan University. University of Illinois Urbana-Champaign MSA. Department of Accounting, National Taiwan University. Chief Financial Officer& Spokesperson of DR.WU SKINCARE CO., LTD Chief Financial Officer in Asia of FletcherBuilding NZ. Audit Assistant of Deloitte & Touche - - - -

Title Nationality Name Gender Date Effective Shareholding Shareholding of Spouse&Minor Children OtherPositionsandOtherCompanies Curriculumvitae OtherPositions Managers who are Spouses or Within Two Degrees of Kinship
Share (%) Share (%) Share (%) Title Name Relationship
Corporate Governance Officer ROC Tseng, Yu-Ting Female 2023.05 20,000 0.03 - - - - Department of Accounting, Fu Jen Catholic University Financial Senior Manager of Optimax Technology Corporation Chief Audit Officer&Financial Manager of Asia Chemical Associate director of Administration Departmentof Ventec Electronics Corporation - - -
ChiefAudit Officer ROC Chou, Hung Kung Male 2019.05 - - - - - - Department of Accounting, Tamkang University. Audit Assistant of Deloitte & Touche. Chief Audit Officer of For Land Auto Trade Holding Co. Ltd. - - - -

2、Remunerations paid to directors, supervisors, general managers and vice general managers in recent years
2.1 Remuneration of directors (including independent directors)

Title Name Remuneration Amount and Ratio of Total Remuneration (A+B+C+D) and proportion of Net Income (%) Relevant Remuneration Received by Directors Who are Also Employees Amount and Ratio of Total Remuneration (A+B+C+D+E+F+G) and proportion of Net Income (%) Remu nerati on Received from invest ed compa nies other than subsidiaries o r the parent compa ny
Base Compensation(A) Severance Pay (B) Directors Compensation (C) Allowances (D) Salary, Bonuses, and Allowances (E) Severance Pay(F) Employee Compensation (G)
The company Allcompanies in the consolidated financial report The company Allcompanies in the consolidated financial report The company Allcompanies in the consolidated financial report The company
Chairman Alpha Victor Limited 3,790 3,790 - - 7,778
Representative: Wang, Yu-Tzu
Director Chung, Chien-Jen
Director CT Capital Limited
Representative: Chiu,Yi-Cheng
Director Elite Gain International Limited
Representative: Pai,Yu-Li

Title Name Remuneration Amount and Ratio of Total Remuneration (A+B+C+D) and proportion of Net Income (%) Relevant Remuneration Received by Directors Who are Also Employees Amount and Ratio of Total Remuneration (A+B+C+D+E+F+G) and proportion of Net Income (%) Remuneration Received from invested companies other than subsidiaries or the parent company
Base Compensation (A) Severance Pay (B) Directors Compensation (C) Allowances (D) Salary, Bonuses, andAllowances (E) Severance Pay(F) Employee Compensation (G)
The company Allcompanies in the consolidated financial report The company Allcompanies in the consolidated financial report The company Allcompanies in the consolidated financial report The company
Independent Director Sheu, Yuan-Kuo 5,040 5,040 - - -
Chen, Tsung-His
Hou,Yu-Tau
  1. Please state the policy, system, standard and structure of the independent director's honorarium payment, and describe the correlation with the amount of remuneration according to the responsibilities, risks, investment time and other factors undertaken: The remuneration of the general directors and independent directors of the company shall be not more than $2\%$ provided as remuneration to directors of the pre-tax benefit deducting employee's compensation and director's remuneration for the current year, under the Company's Articles of Incorporation. The remuneration of independent directors is determined by the board of directors with reference to the general standards of the industry and factors such as the responsibilities, risks, and time invested by independent directors, and will be given reasonable remuneration.
  2. In addition to the above table, the remuneration received by the directors of the Company for the most recent year for the s services provided by all companies in the financial report (e.g. as consultants to non-employees,etc.): None.

Table of range of remuneration

RangeofRemunerationPaidto EachDirector NameofDirector
Total(A+B+C+D) Total (A+B+C+D+E+F+G)
Thecompany All Consolidated Entities Thecompany All Consolidated Entities
<$1,000,000 - - - -
$1,000,000 ~<$2,000,000 Sheu, Yuan-Kuo、Chen, Tsung-Hsi、Hou, Yu-Tau、CT Capital Limited (Representative:Chiu, Yi-Cheng)、Elite Gain International Limited (Representative: Pai, Yu-Li)、Chung, Chien-Jen Sheu, Yuan-Kuo、Chen, Tsung-Hsi、Hou, Yu-Tau、CT Capital Limited (Representative:Chiu, Yi-Cheng)、Elite Gain International Limited (Representative: Pai, Yu-Li)、Chung, Chien-Jen Sheu, Yuan-Kuo、Chen, Tsung-Hsi、Hou, Yu-Tau、CT Capital Limited (Representative:Chiu, Yi-Cheng)、Elite Gain International Limited (Representative: Pai, Yu-Li) Sheu, Yuan-Kuo、Chen, Tsung-Hsi、Hou, Yu-Tau、CT Capital Limited (Representative:Chiu, Yi-Cheng)、Elite Gain International Limited (Representative: Pai, Yu-Li)
$2,000,000~<$3,500,000 - - - -
$3,500,000 ~<$5,000,000 - - - -
$5,000,000 <$10,000,000 Alpha Victor Limited (Representative:Wang,Yu-Tzu) Alpha Victor Limited (Representative:Wang,Yu-Tzu) Alpha Victor Limited (Representative:Wang,Yu-Tzu) Alpha Victor Limited (Representative:Wang,Yu-Tzu)
$10,000,000 <$15,000,000 - - - -
$15,000,000 <$30,000,000 - - Chung, Chien-Jen Chung, Chien-Jen
$30,000,000<$50,000,000 - - - -
$50,000,000 <$100,000,000 - - - -
$100,000,000 or higher - - - -
Total 7persons 7persons 7persons 7persons
  • The information on the remuneration disclosed in this table is different from the concept of income of the Income Tax Act. Therefore, the purpose of this Table is for information disclosure only and not for tax purposes.

31

2.2 Remuneration paid to President, Senior Vice President, and Vice President

Title Name Salary (A) Severance Pay (B) Bonus and allowance (C) Profit Sharing-Employee Bonus (D) Amount and Ratio of Total Compensation (A+B+C+D) and proportion of Net Income (%) Remuneration received from invested companies other than subsidiaries or the parent company
The Company Companies in the consolidated financial statements The Company Companies in the consolidated financial statements The Company Companies in the consolidated financial statements The Company Companies in the consolidated financial statements The Company Companies in the consolidated financial statements
Cash Stock Cash Stock
CEO & General Manager Chung, Chien-Jen 13,473 32,087 - - - 2,041 7,351 - 7,351 - 20,824 41,479 -
Vice GM of Oversea Company Marklan Goodwin
Vice President of Technology WangZhuo
Chief Financial Officer Tu Chiao-Wei
Vice President of Sale Chiu, Chiao Wei

Tableofrangeofremuneration

Bracket of compensation to respective president or vice president Names of Presidents and Vice Presidents
The company Companies in the consolidated financial statements
<$1,000,000 - -
$1,000,000~<$2,000,000 Chiu, Chiao Wei -
$2,000,000~<$3,500,000 Marklan Goodwin、Tu Chiao-Wei、WangZhuo -
$3,500,000~<$5,000,000 - Chiu, Chiao Wei、Tu Chiao-Wei、WangZhuo
$5,000,000~<$10,000,000 - -
$10,000,000~<$15,000,000 Chung, Chien-Jen Marklan Goodwin
$15,000,000~<$30,000,000 - Chung, Chien-Jen
$30,000,000~<$50,000,000 - -
$50,000,000~<$100,000,000 - -
$100,000,000 or higher - -
Total 5persons 5persons
  • The information on the remuneration disclosed in this table is different from the concept of income of the Income Tax Act. Therefore, the purpose of this Table is for information disclosure only and not for tax purposes.

33

2.3 Names of managers determining employees' compensation and distribution status

Unit: NT$ thousands

Title Name Stock Cash Total Ratio of Total Amount to NetIncome( %)
CEO & General Manager Chung,Chien-Jen - 7,953 7,953 2.30%
ViceGM of OverseaCompany Mark Ian Goodwin
Chie ofFinancial Officer Tu Chiao-Wei
Vice President of Technology WangZhuo
Vice President of Sale Chiu, Chiao Wei
Corporate GovernanceOfficer Tseng, Yu-Ting

2.4 Provide a comparative explanation and analysis for total remuneration paid to the Company's Directors, Supervisors, Presidents, and Vice Presidents in the most recent two years as a percentage of net income after tax of any entity or individual financial statements as stated in the Company's financial statements and consolidated financial statements, and the effects of the remuneration policy, standards, and combinations, the processes and procedures for determination of remuneration, and relation to operational efficacy and future risks.

(1) The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, president and vice presidents of the Company, to the net income.

Unit: NT$ thousands: %

Item 2024 2025
The company All Companies listed in this consolidate The company All companies listed in this consolidate
Directors 18,091 18,091 16,836 16,836
Ratio of total remuneration paid to directors - 5.07 - 4.86
Presidents and Vice Presidents 24,853 46,224 20,824 41,479
Ratio of total remuneration paid to presidents and vice Presidents - 12.96 - 11.98

(2) Policies, standards and combinations of remuneration, procedures for determining remuneration and their relationship with business performance and future risks. The company's remuneration policy is stipulated in the company's Charter. If the company makes a profit in the current year, it will allocate 5%-10% as employee remuneration and allocate no more than 2% as director's remuneration for distribution to directors. However, when the company still has accumulated losses, it should reserve the amount in advance to make up for it; The procedures for the company's directors and managers to determine remuneration are based on the "Remuneration Regulations for Directors and Managers" and other norms as the basis for evaluation.


The independent directors of the company perform business independently and participate incorporate governance based on their responsibilities, and receive fixed remuneration. Directors' remuneration is only given in cash, and is allocated according to the company's operating performance, future operations and consideration of industry standards, and according to its participation in the company's operations and the value of its contribution.

The appointment, dismissal and remuneration of managers are handled in accordance with the company's regulations and approved by the board of directors. The overall remuneration package mainly includes salary, bonus, employee remuneration and benefits. Salary market, company operation status, and adjust according to the industry's salary level and industrial prosperity, and then according to the value of participation and contribution to the company's operation and the achievement rate of work goals, support managers' salary to maintain the overall competition of human assets to ensure the company's operational performance.

The company has set up a compensation and remuneration committee. The performance appraisal of directors and managers and the rationality of their remuneration are regularly reviewed and evaluated by the Remuneration Committee, and adjusted according to the operating conditions and relevant laws and regulations. The amount of remuneration distribution for directors and managers in 2025 will be decided by the board of directors after deliberation by the compensation and remuneration committee. The company pays the remuneration of directors and managers. In addition to considering the company's future operational development and operational risks, the company has also comprehensively considered the amount of remuneration, payment methods and the company's future risk matters, and at the same time evaluates the positive correlation with its operating performance, in order to seek balance between sustainable operation and risk control.

34


35

3、Corporate Governance:

3.1 Board Meetings' Implementation Status:

A total of 5 meetings of the board of directors were held in 2025. Director attendance was as follows:

Title Name Times actually attending (B) Times in Attendance by Proxy Actual Attendance rate (%)(B/A) Remarks
Chairman Alpha Victor Limited
(Representative: Wang, Yu-Tzu) 5 0 100.00%
Director Chung, Chien- Jen 5 0 100.00%
Director CT Capital Limited
(Representative: Chiu, Yi-Cheng ) 5 0 100.00%
Director Elite Gain International Limited
(Representative: Pai, Yu-Li) 5 0 100.00%
Independent Director Sheu, Yuan- Kuo 4 1 80.00%
Independent Director Hou, Yu-Tau 5 0 100.00%
Independent Director Chen, Tsung-Hsi 5 0 100.00%

Other Recorded Items:

  1. If any of the circumstances as described below had occurred during the operation of the Board of Directors Meeting, the date, term, topics of discussion of the Board Meeting, the handling of all the comments of the independent directors, and the comments by the Company to the independent directors should be described in details.

(1) Matters Listed in Article 14-3 in Securities and Exchange Act:


Date/Term of the Board meeting Content of motion All independents directors' opinion and the Company's response to Independent directors' opinion
The 6 th meeting of the 6th Term 2025.3.12 1.2024 Business Report and Financial Statement.
2.2024 Internal Control Statement.
3.2024 Earnings Distribution Proposal.
4. Amendments to Procedures for Lending Funds to Other Parties.
5. Amendments to Procedures for Lending Funds to Other Parties of the Group's subsidiaries, Ventec International Group Limited(SAMOA), Ventec International Group Limited(HK)., Ventec Electronics (HK) Company Limited. , Ventec Electronics Corporation, Ventec Electronics (Suzhou) Co., Ltd.and Ventec Electronics (Jiangyin) Co., Ltd.
6.The loan of funds to the subsidiaries Ventec Central Europe GmbH.through the subsidiary Ventec Electronics (HK) Company Limited.
7.The loan of funds to the subsidiaries Ventec Europe Limited. through the subsidiary Ventec Electronics (HK) Company Limited.
8.Proposal to establish subsidiaries through Ventec Electronics (Suzhou) Co., Ltd.and Ventec Electronics (Jiangyin) Co., Ltd. for expanding high-frequency product market development in Greater China. Approved by all independent directors in attendance
The 7 th meeting of the 6th Term 2025.5.12 1. Approval of provision of an endorsement/guarantee by the Company for the subsidiary Ventec Electronics (HK) Company Limited., Ventec Central Europe GmbH,Ventec Europe Ltd. and Ventec Electronics(Thailand) CO., LTD. at Citi Bank Taipei.
2. Approval of provision of an endorsement/guarantee by the Company for the subsidiary Ventec Electronics (HK) Co., Ltd.and Ventec Electronics Corporation at CTBC Bank. Approved by all independent directors in attendance
The 8th meeting of the 6th Term 2025.8.4 1. The company's earnings allocation plan for the first half of 2025.
2. Approval of provision of an endorsement/guarantee by the Company for the subsidiary Ventec International Group Limited(HK)for the subsidiary Ventec Europe Ltd.
3.Approval of provision of an endorsement/guarantee by the Company for the subsidiary Ventec Electronics (Thailand) Co., Ltd. at Mega International Commercial Bank .
4. Approval of the proposal to establish a subsidiary through the Company's subsidiary Ventec International Group Limited (SAMOA). Approved by all independent directors in attendance

Date/Term of the Board meeting Content of motion All independents directors’ opinion and the Company’s response to Independent directors’ opinion
The 9 th meeting of the 6th Term 2025.11.7 1.Approval of provision of an endorsement/guarantee by the Company for the subsidiary Ventec Electronics (HK) Co., Ltd.and Ventec Electronics Corporation .
2.Proposal for the Company’s 2026 Annual Audit Plan.
3.Proposal to establish the internal control systems for the group subsidiaries Ventec Electronics (Thailand) Co., Ltd. And Tengqiang Investment Management (Suzhou) Partnership (Limited Partnership) .
4.Proposal for a budget increase to the total budget for the under-construction property (plant) and equipment of subsidiary Ventec Electronics (Thailand) Co., Ltd., based on the Company’s operational strategy and future business acquisition needs.
5.Proposal to change the Company’s functional currency to New Taiwan Dollar.
6.Proposal to issue the First Unsecured Convertible Corporate Bonds within the Republic of China (Taiwan) and the Second Unsecured Convertible Corporate Bonds within the Republic of China (Taiwan).
7.Proposal for the independence assessment of the Company’s appointed certifying accountant (auditor). Approved by all independent directors in attendance
The 10 th meeting of the 6th Term 2025.12.16 In order to enhance the Company’s business expansion in the NON CCL field and to acquire key European customers and markets, it is proposed to acquire the drill bit business-related assets and operations of DCM Technology through the subsidiary Ventec Central Europe GmbH. Approved by all independent directors in attendance

(2)Other than the matters mentioned above, other resolutions on which the Independent directors have dissenting opinions or qualified opinions, and for which there are written records or statements of the Board’s decisions thereon: None

  1. If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes for avoidance and voting should be specified:

(1) During the Board of Directors meeting held on May 12, 2025, the Company discussed the director remuneration for 2024. The attending directors recused themselves from discussion and resolution on matters related to themselves. The relevant proposal was approved as presented by the attending directors.


(2) During the Board of Directors meeting held on May 12, 2025, the Company discussed manager performance evaluation, bonuses, and employee remuneration. CEO Chien-Jen Chung, in accordance with applicable regulations, stated that due to his concurrent role as a manager of the Company, he recused himself from discussion and resolution of this matter. After the chairperson sought confirmation, the remaining attending directors approved the proposal as presented.

(3) During the Board of Directors meeting held on August 4, 2025, the Company discussed the compensation and remuneration for members of the Sustainability Committee. The attending director, CT Capital Limited. (representative: Chiu,Yi-Cheng), recused himself from discussion and resolution on matters related to himself. The relevant proposal was approved as presented by the attending directors.

  1. Implementation of self-evaluations by the Company's Board of Directors:
Evaluation cycle Evaluation period Scope of Evaluation method Evaluation items
Once A year Performance evaluation for January 1, 2025 to December 31 Board of Directors Internal evaluation of the board 1. Participation in the operation of the company.
2. Improvement of the quality of the board of directors' decision making.
3. Composition and structure of the board of directors
4. Selection and continuing education of directors.
5. Internal control
Once A year Performance evaluation for January 1, 2025 to December 31 Individual Directors self-evaluation by individual board members 1. Board members' performance evaluation.
2. Alignment of the goals and missions of the Company
3. Awareness of the duties of a director.
4. Participation in the operation of the Company,
5. Management of internal relationship and communication, the director's professionalism and continuing.
6. internal control.
Once A year Performance evaluation for January 1, 2025 to December 31 Remuneration Committee Self-evaluation by the Committee 1. The committee's performance evaluation.
2. Participation in the operation of the Company.
3. Awareness of the duties of the committee.
4. Quality of the committee's decision making, position and appointment of the committee.

Evaluation cycle Evaluation period Scope of Evaluation method Evaluation items
Once A year Performance evaluation for January 1, 2025 to December 31 Audit Committee Self- evaluation by the Committee 1. The committee’s performance evaluation.
2. Participation in the operation of the Company.
3. Awareness of the duties of the committee.
4. Quality of the committee’s decision making, position and appointment of the committee.
Three year Performance evaluation for October 1, 2024 to September 30, 2025 Board of Directors External Performance Assessment The institution appointed three evaluation experts to evaluate the operating performance of the board of directors through questionnaires and on-site interviews in terms of the composition and professional development of the board of directors, decision-making quality, operational effectiveness, internal control and risk management and the degree of the board’s participation in corporate social responsibility.
  1. Targets for strengthening the functions of the Board of Directors (such as establishing an Audit Committee and enhancing information transparency) in the current and the most recent fiscal year and assessing implementation there of:

(1) In addition to providing relevant laws and regulations to directors and supervisors whenever necessary, the Company shall report the Company's current business status to directors and supervisors at the time of the boardmeeting, and prepare related information and assign personnel for directors' and supervisors' inquiry.

(2) The Company actively provides information on various types of continuous education courses and encourages directors and supervisors to participate in various corporate governance courses, or the Company irregularly holds such courses, in order to strengthen the competencies of the Board members. In 2025, 7 directors received continuing education for a total of 42 hours.

(3) In order to implement corporate governance and enhance the function of the Board of Directors for the purpose of establishing performance targets and strengthening the efficiency of the Board of Directors, the Company completed the enactment of the "Regulations Governing the Board Performance Evaluation" on April 24, 2018, and performs the assessment at the beginning of each year. After evaluation, the achievement rate was over 95% and the evaluation result was "Exceeding Standards" in 2025; it was reported to the Board meeting on March 16, 2026


  1. External Performance Assessment for the Board of Directors

In 2024, the company first appointed the Taiwan Investor Relations Institute (TIRI). This independent organization has no business relationship with the company, to evaluate the effectiveness of the board's performance evaluation from October 1, 2023 to September 30, 2024. The institution appointed three evaluation experts to evaluate the operating performance of the board of directors through questionnaires and on-site interviews in terms of the composition and professional development of the board of directors, decision-making quality, operational effectiveness, internal control and risk management and the degree of the board's participation in corporate social responsibility. The company has obtained professional and objective evaluation results and suggestions through the review of professional institutions and the guidance and communication of evaluation committees and has reported the evaluation results to the board of directors on December 23, 2024.

(1) The overall remarks for the assessment report

The composition of the board of directors has a balanced internal and external director structure and independent director seats. The board members have rich experience and diverse professional skills. Their professional backgrounds include business management, industrial technology, academic and financial law, etc., which are in line with the company's development needs; in addition to the quarterly board meeting, provide information on the company's business operations to board members from time to time, such as business operations, performance achievement and development may face risks, etc., to assist directors to supervise the company's operating status and strategy implementation in a timely manner.

Improvement Suggestion and Future Improvement Plan

Item Assessment Report Suggestions The planed measures of the company
1 Early Planning for Female Directors to Reach One-Third of Board Seats Following the 2024 comprehensive board reelection, the company currently has only 1 female director, accounting for 14% of total board members.
In accordance with the Sustainable Development Action Plan for Listed Companies, if any gender fails to occupy one-third of board seats by 2025, the company must disclose reasons and remedial measures in annual reports. By the next board reelection, early plans will be implemented to increase female directors to one-third, enhancing gender diversity and strengthening board governance.
2 Early Planning to Ensure Over Half of Independent Directors Serve No More Than Three Consecutive Terms Following the 2024 comprehensive board reelection, three independent directors will have served three consecutive terms. In compliance with legal requirements, the company will plan ahead to ensure that over half of the independent directors serve no more than three consecutive terms before

Item Assessment Report Suggestions The planed measures of the company
the next board reelection. This measure aims to enable independent directors to exercise their duties objectively and prevent diminished independence due to prolonged tenure.
3 Establishment of a Board-Level Sustainable Development Committee The company has adopted a Sustainable Development Code of Practice, managed by dedicated departments. To align with global ESG trends, the company will establish a board-level Sustainable Development Committee to assist the board in advancing sustainable operations and corporate social responsibility (CSR)
4 Risk Management Oversight by the Audit Committee or Board-Level Functional Committee The company currently conducts risk assessments. To strengthen governance and risk control, future plans include assigning risk management oversight to the Audit Committee or a board-level functional committee, enhancing corporate governance ratings.
5 Preparation and Board Approval of Sustainability Reports Starting in 2025, the company will prepare annual sustainability reports for the 2024 fiscal year under the Financial Supervisory Commission’s Guidelines and the Global Reporting Initiative (GRI) Standards. Reports will be finalized in Chinese by August each year, approved by the board, and published on the Market Observation Post System and the company website.
6 Implementation of Internal Controls for Sustainability Information Management In line with April 2024 regulatory amendments, the company will integrate sustainability information management into its internal control system. This system will be reviewed and approved by the Audit Committee and the board to ensure robust management of sustainability data.
7 Hosting at Least Two Investor Conferences Annually with Minimum Three-Month Intervals The company plans to hold at least two investor conferences annually, spaced at least three months apart. This aims to enhance investor engagement and transparency through increased communication frequency.
8 Proactive Advancement of Environmental and Social Governance (ESG) To align with evolving corporate governance evaluations (transitioning to ESG Ratings by 2026), the company will progressively expand governance initiatives in environmental and social dimensions.

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3.2. Operation of the Audit Committee

  1. The major matters reviewed by the Audit Committee include:

(1) Adoption of or amendment to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.

(2) Assessment of the effectiveness of the internal control system.

(3) Adoption of or amendment to procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of loans to others, or endorsements or guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.

(4) Matters bearing on the personal interest of a director.

(5) Material asset or derivatives transactions.

(6) Material loans, endorsements, or provision of guarantees.

(7) The offering, issuance, or private placement of any equity-type securities.

(8) The engagement or dismissal of a CPA, or the compensation given thereto.

(9) The appointment or discharge of a financial, accounting, or internal auditing officer.

(10) Annual financial reports signed or sealed by the Chairman, manager and accounting officer.

(11) Any other material matter so required by the Company or the Competent Authority.

  1. The meetings of The Audit Committee of were held 5 times in 2025, and the attendance of the independent directors is as follows:
Title Name Times actually attending(B) Times in Attendance by Proxy Actual Attendance rate (%)(B/A) Remarks
Independent Director Chen, Tsung-Hsi 5 0 100.00%
Independent Director Sheu, Yuan-Kuo 4 1 80.00%
Independent Director Hou, Yu-Tau 5 0 100.00%
  1. Other required disclosure:

(1) If any of the following circumstances occur, the dates of meetings, Terms, contents of motion, resolutions of the Audit Committee and the Company's response to the Audit Committee's opinion should be specified:


A.Matters referred to in Article 14-5 of the Securities and Exchange Act :

Date/Term of the Audit Committee Content of motion Independent director’s opinions or objections Resolution of the Audit Committee The Company’s response to the opinion of the Audit Committee
The 4th meeting of the 3th Term 2025.3.12 1.2024 Business Report and Financial Statement.
2.2024 Internal Control Statement.
3.2024 Earnings Distribution Proposal.
4. Amendments to Procedures for Lending Funds to Other Parties.
5. Amendments to Procedures for Lending Funds to Other Parties of the Group's subsidiaries, Ventec International Group Limited(SAMOA), Ventec International Group Limited(HK), Ventec Electronics (HK) Company Limited., Ventec Electronics Corporation, Ventec Electronics (Suzhou) Co., Ltd.and Ventec Electronics (Jiangyin) Co., Ltd.
6.The loan of funds to the subsidiaries Ventec Central Europe GmbH.through the subsidiary Ventec Electronics (HK) Company Limited.
7.The loan of funds to the subsidiaries Ventec Europe Limited. through the subsidiary Ventec Electronics (HK) Company Limited.
8.Proposal to establish subsidiaries through Ventec Electronics (Suzhou) Co., Ltd.and None Approved by allCommittee Members present in the meeting. Submitted the 6th meeting of the 6th Term of theBoard ofDirectors for resolution and proceed in accordance with theresolution of the Board

Date/Term of the Audit Committee Content of motion Independent director’s opinions or objections Resolution of the Audit Committee The Company’s response to the opinion of the Audit Committee
Ventec Electronics (Jiangyin) Co., Ltd. for expanding high-frequency product market development in Greater China.
The 5th meeting of the 3th Term 2025.5.12 1. Approval of 2025Q1 Consolidated Financial Statement.
2. Approval of provision of an endorsement /guarantee by the Company for the subsidiary Ventec Electronics (HK) Company Limited., Ventec Central Europe GmbH,Ventec Europe Ltd. and Ventec Electronics(Thailand) CO., LTD. at Citi Bank Taipei.
3. Approval of provision of an endorsement /guarantee by the Company for the subsidiary Ventec Electronics (HK) Co., Ltd.and Ventec Electronics Corporation at CTBC Bank. None Approved by all Committee Members present inthe meeting. Submitted the 7th meeting of the 6th Term of theBoard ofDirectors for resolution and proceed in accordance with theresolution of the Board
The 6th meeting of the 3th Term 2025.8.4 1. The consolidated financial report of our company for the second quarter of 2025.
2. The company’s earnings allocation plan for the first half of 2025.
3. Approval of provision of an endorsement /guarantee by the company for the subsidiary Ventec International Group None Approved by allCommittee Members present inthe meeting. Submitted the 8th meeting of the 6th Term of the Board of Directors for resolution and proceed in accordance with the resolution of the Board

Date/Term of the Audit Committee Content of motion Independent director’s opinions or objections Resolution of the Audit Committee The Company’s response to the opinion of the Audit Committee
Limited(HK)for the subsidiary Ventec Europe Ltd.
4.Approval of provision of an endorsement /guarantee by the Company for the subsidiary Ventec Electronics (Thailand) Co., Ltd. at Mega International Commercial Bank .
5. Approval of the proposal to establish a subsidiary through the Company’s subsidiary Ventec International Group Limited (SAMOA).
The 8th meeting of the 3th Term 2025.11.7 1.Approval of provision of an endorsement /guarantee by the Company for the subsidiary Ventec Electronics (HK) Co., Ltd.and Ventec Electronics Corporation .
2. The consolidated financial report of our company for the third quarter of 2025.
3.Proposal to establish the internal control systems for the group subsidiaries Ventec Electronics (Thailand) Co., Ltd. And Tengqiang Investment Management (Suzhou) Partnership (Limited Partnership) .
4.Proposal for a budget increase to the total budget for the under-construction None Approved by allCommittee Members present inthe meeting. Submitted the 9 th meeting of the 6th Term of the Board of Directors for resolution and proceed in accordance with the resolution of the Board

Date/Term of the Audit Committee Content of motion Independent director’s opinions or objections Resolution of the Audit Committee The Company’s response to the opinion of the Audit Committee
property (plant) and equipment of subsidiary Ventec Electronics (Thailand) Co., Ltd., based on the Company's operational strategy and future business acquisition needs.
5.Proposal to change the Company's functional currency to New Taiwan Dollar.
6.Proposal to issue the First Unsecured Convertible Corporate Bonds within the Republic of China (Taiwan) and the Second Unsecured Convertible Corporate Bonds within the Republic of China (Taiwan).
7.Proposal for the independence assessment of the Company's appointed certifying accountant (auditor).
The 9th meeting of the 3th Term 2025.12.16 In order to enhance the Company's business expansion in the NON CCL field and to acquire key European customers and markets, it is proposed to acquire the drill bit business-related assets and operations of DCM Technology through the subsidiary Ventec Central Europe GmbH. None Approved by all Committee Members present in the meeting. Submitted the 10 th meeting of the 6th Term of the Board of Directors for resolution and proceed in accordance with the resolution of the Board

B. Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None


(2) If there is Independent Directors' avoidance of motions in conflict of interest, the Independent Directors' names, contents of motions, causes for avoidance and voting should be specified: None.

  1. Communications between the independent directors, the Company's Chief Internal Auditor and CPAs:

(1) Independent directors and internal audit supervisors may usually contact each other by email, telephone or meeting at any time as necessary. Department, if there are major abnormalities, meetings can be convened at any time, and the communication channels are diversified and smooth. The head of the department's audit will deliver the audit report or follow-up report of the previous month to each independent director for inspection. The necessity of reporting is given to give a response or opinion. There are no major abnormalities in the 2025 audit results, and the independent directors have no objections.

Meeting and Date Communication Matters Communication Method Result
2025/3/12 The internal audit report for October 2024 to January 2025 Participate in the report and discuss related issues. 1. It has been fully communicated and reported or reviewed by the Audit Committee.
2. The Independent directors didn't make any recommendation.
2025/5/12 The internal audit report for February to march of 2025. Participate in the report and discuss related issues. 1. It has been fully communicated and reported or reviewed by the Audit Committee.
2. The Independent directors didn't make any recommendation.
2025/8/4 The internal audit report for the 2nd quarter of 2025 Participate in the report and discuss related issues. 1. It has been fully communicated and reported or reviewed by the Audit Committee.
2. The Independent directors didn't make any recommendation.
2025/11/7 The internal audit report for the 3rd quarter of 2025. Participate in the report and discuss related issues. 1. It has been fully communicated and reported or reviewed by the Audit Committee.
2. The Independent directors didn't make any recommendation.

(2) The company's CPAs will report to the independent directors on the audit or review of the financial report, and will also report on the update of the new knowledge of the tax laws and the related impact measures. Usually, the independent directors and accountants may email, call or meet at any time as needed The methods are mutually connected, and the independent directors of the company communicate well with the CPAs.

Meeting and Date Communication Matters Result
2025/03/12 1. The audit method and scope of the 2024 consolidated financial report, accountants' responsibilities and independence, significant risks, key audit items, fraud assessment, audit report types and contents, etc.-the audit summary stage.
2. Major amendments to laws and regulations and their impact. Have been fully communicated and the Independent directors didn't make any recommendation.
2025/08/04 1. The audit method and scope of the consolidated financial report for the second quarter of 2025, accountants' responsibilities and independence, significant risks, key audit items, fraud assessment, audit report types and contents, etc.-the audit summary stage.
2. Major amendments to laws and regulations and their impact. Have been fully communicated and the Independent directors didn't make any recommendation.
2025/11/07 1. Audit Approach and Scope, Significant Risks, Key Audit Matters - Audit Planning Stage for the 2026 Consolidated Financial Statements
2. Major amendments to laws and regulations and their impact. Have been fully communicated and the Independent directors didn't make any recommendation.

3.3 Corporate Governance Execution Status and Deviations from "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
1. Whether the Company has set and disclose corporate governance in accordance with "Corporate Governance Best-Practice Principles for TWSE/ TPExListedCompanies". V The Company's Board of Directors adopted the Corporate Governance Best Practice Principles on April 24, 2018, and published their contents on the Company website. At present there are no major impediments or deviations in implementation.
2. Shareholding structure & shareholders' rights
(I) Has the Company established internal procedures for handling shareholder proposals, inquiries, disputes, and litigation? Are such matters handled according to the internal procedures?
(II) Does the Company maintain a register of major shareholders with controlling power as well as a register of persons exercising ultimate control over those majors shareholders?
(III) Has the Company established and enforced risk control and firewall systems with its affiliated businesses? V
V
V (I) The Company clearly stipulates in its Articles of Incorporation and internal regulations how shareholder rights and interests are safeguarded.
A dedicated unit has been established for the proper handling of matters pertaining to the Company's relationships with its investors as well as shareholder proposals, inquiries, and disputes.
(II) The Company has formulated procedures governing stock affairs and has assigned dedicated personnel for the management of relevant information.
Changes in the shareholdings of insiders are reported to the Market Observation Post System on a monthly basis pursuant to the regulations set forth in Article 25 of the Securities and Exchange Act.
(III) The Company and its affiliated businesses have established an Internal Control System and formulated Guidelines Governing Authorized Representatives and Proxies, Procedures Governing Transactions with Related Parties, Rules Governing Financial and Business Matters Between this At present there are no major impediments or deviations in implementation.

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
(IV) Has the Company established an internal regulation that prohibits the use of undisclosed information in the market? V Company and its Affiliated Businesses, Procedures Governing the Supervision and Management of Subsidiaries, Regulations Governing the Acquisition and Disposal of Assets, Regulations Governing Lending of Funds to Other Parties, Regulations Governing Endorsements/Guarantees to regulate the management of personnel, assets, and financial matters and facilitate effective risk assessment and establishment of adequate firewall systems. (IV) The Company has formulated Procedures for the Prevention of Insider Trading and the Handling of Material Inside Information to regulate confidentiality obligations with regard to such information, prohibit relevant transactions, prevent insider trading, and education of internal personnel on relevant laws.
3. Composition and Responsibilities of the Board of Directors (I) Does the Board established a diversity policy, specific management goals and implemented it accordingly? V 1. The composition of the board of directors shall take diversity into consideration. The number of directors serving concurrent positions as the Company's managers should not exceed one third of the total number of directors. In addition, appropriate strategies of board diversity shall be formulated based on the board's operation, operating mode and developmental needs, and the directors should meet the criteria for, At present there are no major impediments or deviations in implementation.

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
(II) In addition to the Remuneration Committee anAudit Committee Established according to law, has the company voluntarilyestablished other functionalcommittees? V including but not limited to, the following two aspects:(a) Basic requirements and values: Gender, age, nationality, and culture.(b) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. Board members are required to have the knowledge, skills and the competencies necessary to perform their duties. To achieve the goals of corporate governance, the board of directors must have the ability to make sound business judgments, ability to perform accounting and financial analysis, business administration ability, crisis management ability, knowledge of the industry, an international market perspective, leadership, and decision-making ability.2.Diversity implementation of boardmembers:Footnote 2.1(5)(II)The Company has established a Remuneration Committee in accordance with relevant laws. In the General Shareholders' Meeting convened on June 19, 2018,the supervisor system was abolished and a system of independent directors was added. Upon the election of a new board in the shareholders' meeting, an Audit Committee was formed to assume the functions of the supervisors. Other functional committees will be established in the future if deemed necessary in line with operational requirements.

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
(III) Does the company establish standards and method for evaluating Board performance, conduct annual performance valuations, submit performance evaluation results to the Board, and use the results as a basis for determining the remuneration and nomination of individual directors? V (III) In order to implement corporate governance and enhance the function of the Board of Directors for the purpose of establishing performance targets and strengthening the efficiency of the Board of Directors, the Company completed the enactment of the "Regulations Governing the Board Performance Evaluation" on April 24, 2018, and performs the assessment at the beginning of each year. After evaluation, the achievement rate was over 95% and the evaluation result was "Exceeding Standards" in 2025; it was reported to the Board meeting on March 16, 2026. In 2024, the company first appointed the Taiwan Investor Relations Institute (TIRI). This independent organization has no business relationship with the company, to evaluate the effectiveness of the board's performance evaluation from October 1, 2023 to September 30, 2024. The institution appointed three evaluation experts to evaluate the operating performance of the board of directors through questionnaires and on-site interviews in terms of the composition and professional development of the board of directors, decision-making quality, operational effectiveness, internal control and risk management and the degree of the board's participation in corporate social responsibility. The company has obtained professional and objective evaluation results and suggestions through the review of professional institutions and the guidance and communication of evaluation committees and has reported the evaluation results to the board of directors on

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
(IV) Does the Company regularly implement assessments on the independence of the CPA? V December 23, 2024. (IV) The Company's Audit Committee evaluates the independence and competence of the accountants each year. Besides requiring the accountants to provide a Declaration of Total Independence and Audit Quality Indicators (AQIs), the Company evaluates the accountants according to the following standards and 13 AQIs. With the exception of expenses for auditing and taxation cases, the accountants and the Company were verified to have no other common financial interests or business relations, and family members of the accountants also do not do not violate independence requirements. After referencing the AQIs, we verified that the audit experience and training hours of the accountants and accounting firm are both better than the industry average, and they continued to adopt digital audit tools in recent years to improve audit quality. The most recent evaluation results were discussed and approved by the Audit Committee on November 7, 2025, and reported to the Board of Directors on November 7, 2025, which approved the evaluation of the independence and competence of the accountants. After evaluation, the Company determined that accountants Yi-Ching Liu and Cheng-Chun Chiu of Deloitte Taiwan both meet the Company's independence standards and are qualified to serve as the Company's accountants.

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
4. Does the public company have a suitable number of competent corporate governance personnel, and has it appointed a corporate governance supervisor responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their duties, assisting directors and supervisors with regulatory compliance, handling matters related to Board meetings and shareholders' meetings, and preparing proceedings for Board meetings and shareholders' meetings)? V The Financial Affairs Division is responsible for the handling of corporate governance related matters. The shareholding division is responsible for corporate governance related matters, including: providing directors, handling matters related to meetings of the board of directors and shareholders' meeting in accordance with law, handling company change registration, and producing minutes of board and shareholders' meetings. The company passed the resolution of the board of directors on May 4, 2023, and appointed Tseng, Yu-Ting, the assistant manager of the administrative department of Ventec Electronics Co., Ltd., as the director of corporate governance to protect the rights and interests of shareholders and strengthen the functions of the board of directors. Assistant Manager Tseng, Yu-Ting has been in charge of finance and stock affairs of a public company for more than three years. The main duties of the corporate governance supervisor are to handle matters related to the opening of the board of directors and shareholders' meetings according to law, prepare the minutes of the board of directors and shareholding meetings, assist directors in taking office and continuing their education, provide directors with information needed to perform their duties, and assist directors in complying with laws and regulations, etc. The key points of business execution in 2025 are as follows: In 2025, 5 meetings of the board of directors and 5 meetings of the audit At present there are no major impediments or deviations in implementation.

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
committee will be held and meeting materials will be provided to all directors. Responsible for the announcement of major information after the board of directors and shareholders' meeting. The shareholders meeting will be held on June 23, 2025. Evaluate the purchase of "directors and key employees" insurance with an appropriate amount of insurance and complete the insurance application on March 12, 2025, and report the content of the insurance to the board of directors. Provide relevant training information for directors from time to time, and remind directors and supervisors of listed companies to complete the training according to the required number of hours of training and complete the corresponding daily assignments. In 2025, arrange for the re-appointed directors to complete a 6-hour advanced study course.

56

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
5. Has the company established a channel to communicate with stakeholders (including but not limited to the shareholders, employees and suppliers), and created a stakeholder section on the Company's website, and appropriately responded to the important corporate social responsibility issues that are relevant to the stakeholders? V (I) The Company appoints spokespersons and acting spokespersons as an External communication channel. Feedback is handled in accordance with Theregulations of the internal control system.
(II) The Company has set up a website which can be conveniently accessed via the Internet for the provision of information on financial operations and corporate governance for shareholders and stakeholders. Dedicated personnel has been assigned for the maintenance of this website to ensure that the presented information is detailed, accurate, up-to-date, and unambiguous. At present there areno major impediments or deviations in implementation.
6. Has the Company appointed a professional shareholders services agency in handling of the shareholders' meeting? V The Company has entrusted Yuanta Securities with the handling of its shareholders' meetings At present there areno major impediments or deviations in implementation.
7. Information Disclosure
(I) The Company's corporate website discloses information on financial operations and corporate governance.
(II) The Company has adopted other information disclosure methods (such as creating an English website, delegating specific personnel to collect and disclose company information, V (I) The Company discloses relevant financial business and material information to the Open Information Observatory pursuant to the Statute, and Set up an Investor Relations Specialist on the company's Chinese and English website (http://www.ventec-group.com/) District, timely disclosure of relevant company information.
(II) Responses to relevant issues of the Company are provided by the spokesperson or acting spokesperson. Relevant departments and the At present there areno major impediments or deviations in implementation.

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
(III) implementing aspiokesperson system, and disclosing the process of investor conferences on the Company's website). Does the company announce and report annual financial statements within two months after the end of each fiscal year, and announce and report Q1, Q2, and Q3 financial statements, as well as monthly operation results, before the prescribed time limit? V spokesperson or acting spokesperson are responsible for the collection and disclosure of information.
8. Has the Company provided other information which is helpful to understand implementation of corporate governance (including but not limited to the rights and interests of employees, employee care, investor relations, supplier relations, stakeholder relations, continuing education status for Board members and Supervisors, risk management policies and risk balancer standards' implementation, customer V 1. Employee rights and interests: The company complies with relevant labor laws and international human rights conventions, protects the legitimate rights and interests of employees, respects the internationally recognized principles of basic labor human rights, prohibits the use of child labor, and eliminates discrimination against women. We also make every possible effort to ensure that our recruitment policy does not discriminate based on gender, ethnicity, age, marital status, and/or family conditions. We also ensure a working environment that all employees are protected from being bullied, discriminated, and harassed. The company determines the salary level of employees based on their academic background, professional knowledge and technology, and personal performance; and has a complete employee performance appraisal system and personnel management At present there are no major impediments or deviations in implementation.

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
policyimplementation status, andpurchasing Directors' andSupervisors' liabilityinsurance)? rewards and punishments.provide training opportunities for staff to enhance their vision and work efficiency.
2. Employee care: The Company provides reasonable compensation and bonuses for its employees and organizes staff trips and welfare measures (through its trade union) to build excellent labor-management relations that are characterized by mutual trust and dependence.
3. Investor relations: The Company has established a corporate website and a spokesperson system. It makes financial and other material information public on the Market Observation Post System in a timely manner to safeguard investor rights and interests.
4. Supplier relations: The Company embraces ethical corporate management and fair trading with suppliers. It maintains long-term positive partnerships with all its suppliers.
5. Stakeholder rights: The Company has established excellent channels for smooth communication with stakeholders to safeguard their rights and interests. It upholds integrity principles and adopts a responsible attitude to facilitate proper handling and fulfillment of its CSR.
6. Continuing further education status of directors (including independent directors): TheCompany offers course information to all directors (including independent directors) from time to time, and provides at any time relevant regulatory information that directors (includingindependent

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
directors) need to pay attention to. The continuing education status of directors in 2025 is Directors (including independent directors) ofAlpha Victor Limited(Representative: Wang Yu-Tzu)、Chung, Chien-Jen、Tang, CT Capital Limited(Representative: Chiu,Yi-Cheng)、Elite Gain International Limited(Representative: Pai,Yu-Li)、Sheu, Yuan-Kuo、Chen, Tsung-His and Hou, Yu-Tau. All re-elected directors have each completed a total of six hours of continuing education courses, consisting of:February 12, 2025: "ISO 14064-1:2018 Greenhouse Gas Inventory Standard Lead Verifier Training Course" organized by the National Union of Accounting Associations of the Republic of China (Taiwan)May 12, 2025: "New Generation Talent Development Trends" organized by the Taiwan Corporate Governance Association.August 4, 2025: "Interpreting Corporate Social Responsibility – Integrating ESG into Corporate Systems" organized by the Taiwan Investor Relations Institute.October 21, 2025: "AI Development and Applications and New Legal Issues" organized by the Securities and Futures Institute Talent Training Center.Implementation of risk management policies and risk balance standards: The company has conducted a risk assessments of environmental, social and

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
corporate governance issues .The risk management policy is based on the company's overall operating policy, and defines various risks, and establishes a risk management mechanism for early identification, accurate measurement, effective supervision and strict control, to prevent possible losses within the tolerable risk range, based on internal and external environmental changes, and continues to adjust and improve the best risk management practices to protect the interests of employees, shareholders, partners and customers, and to increase company value, and achieve the optimal principle of company resource allocation.The Company regularly reports on its risk management operations in the previous year in the fourth quarter of each year. The scope of the Company's risk management for the current year includes, but is not limited to, market risk, environmental risk, investment risk, information security risk or other risks that may cause significant losses.8. Implementation of customer policies: The Company is firmly committed to the provision of the best possible services and products to its customers. Customer service hotlines are available for the handling of customer problems by dedicated personnel.9. Purchase of liability insurance for directors and supervisors: Insurance has been purchased for directors pursuant to relevant regulations set forth in the Company's Corporate Governance Best Practice Principles.

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
9. Please explain the improvements made based on the most recent Corporate Governance Evaluation results published by the Corporate Governance Center of the Taiwan Stock Exchange Co., Ltd., and for those areas not yet improved, propose priority strengthening items and measures: The company conducts an annual self-assessment based on the Corporate Governance Evaluation items organized by the Taiwan Stock Exchange (TWSE) and reports the evaluation results from the Securities and Futures Institute (SFI) to the board of directors. For the 12th Corporate Governance Evaluation in 2025, the company received a score of 92.69, ranking in the 21%–35% bracket among all listed companies, and in the 11%–20% bracket among electronics companies with a market capitalization between NT5billion and NT10 billion. The company continues to implement relevant matters and measures based on its internal corporate governance code in light of the Corporate Governance Evaluation results. Based on the most recent Corporate Governance Evaluation results published by the Corporate Governance Center, the company's improvements are as follows: (I)4.21 Has the company assessed risks or opportunities related to the community, adopted corresponding measures, and disclosed the specific measures and implementation results on the company website, annual report, or sustainability report. Note: To protect precious marine culture and ecological resources, the company has partnered with local nature conservation organizations in Taoyuan since 2025. Through corporate volunteer working holidays, we have collaborated with the Taoyuan Stone Weir Association to promote the "Marine Stone Weir Conservation Plan," actively engaging in stone weir restoration and marine environmental education. Centered on restoring the precious local stone weir cultural heritage, the company mobilized Ventec Electronics employees and their families to work with the Taoyuan Stone Weir Association. A total of 22 participants from the Taiwan plant and 12 from the association took part. The activity lasted 160 minutes, during which participants personally engaged in stone weir restoration work, including repairing intertidal stone weir structures, increasing hard-bottom habitats, improving feeding and sheltering spaces for intertidal organisms, reducing coastal erosion, and enhancing coastal resilience. The association provided professional explanations of the local marine ecology, enhancing the marine literacy of employees and the public, turning conservation from a concept into concrete action. At the same time, Ventec Electronics continues to develop environmentally friendly green materials, including halogen-free and phosphorus-free high-efficiency thermal dissipation materials and advanced RCC/RCF substrates, which offer high reliability and environmental friendliness, fulfilling sustainable manufacturing and aligning with international SDGs and biodiversity frameworks. (II) The company's proposed priority strengthening matters: The Company will continue to Obtain external verification for Scope 1 and Scope 2 greenhouse gas emissions over the past two years.

3.4 The Company has established a Remuneration Committee, it shall disclose its composition, duties and operational status

(1) Profiles of the Members of the Remuneration Committee

| Name
Conditions | | Professional qualifications and experience | Independent status | Number of other public companies in which the individual is concurrently serving as the Remuneration Committee member |
| --- | --- | --- | --- | --- |
| Convenor and independent director | Sheu, Yuan-Kuo | Refer to the "Disclosure of Directors' Professional Qualifications and Independence of Independent Directors" table on pages 19-21. | None | |
| independent director | Hou, Yu-Tau | | | None |
| independent director | Chen, Tsung-Hsi | | | None |

(2) Terms of Reference

The Remuneration Committee of the Company shall be composed of all independent directors and shall meet at least twice a year as follows:

(a) To formulate and regularly review the company's policies, systems, standards and structures for the performance and remuneration of directors and managers.

(b) Regularly review the organizational procedures of the Compensation Committee and make suggestions for amendments.

(c) Periodically evaluate the achievement of the performance objectives of the directors and managers of the Company, and determine the content and amount of individual compensation based on the evaluation results obtained from the performance evaluation standards

(3) Operations of Remuneration Committee

(a) The Company's Remuneration Committee consists of three (3) members.

(b) This slate of the Committee is in office from: August 12, 2024 through August 11, 2027. A total of 3 meetings of the remuneration committee were held in the most recent years. and the members' qualifications and attendance are as follows:

Title Name Number in Actual Attendance (B) Numbers in Attendance by Proxy Actual presence (%)(B/A) Remarks
Independent Director Sheu, Yuan- Kuo 2 1 67% -
Independent Director Chen, Tsung-Hsi 3 0 100% -
Independent Director Hou, Yu-Tau 3 0 100% -

Other required disclosures:

(a) In the event the Board of Directors does not adopt or amends the proposals of the Remuneration Committee, please state the date and number of the Board meeting, the content of the proposals, determination and any resolution from the Board of Directors, and the method by which the opinion of the Remuneration Committee was handled (e.g., if the salaries and compensations approved by the Board were higher than the levels suggested by the Remuneration Committee, please state the differences and reasons thereof): None.

(b) If for any matter under consideration of the Remuneration Committee, any member has a dissenting or qualified opinion, and there is a record thereof or written statement, then the date, session, contents of the proposal, all members' opinions and the handling of the opinions of the member(s) of the Remuneration Committee shall be duly stated: None.

(c) Discussed matters and resolutions of the Remuneration Committee, and the Company's handling of the members' opinions:

Date Agenda Resolution The company's handling of members' opinions
The 2th meeting of the 4th Term 2025.3.12 The amount and method of employee remuneration and director remuneration distribution for the year 2024 Approved by all the members present No objection
The 3th meeting of the 4th Term 2025.5.12 1. The Company's 2024 director compensation distribution review plan
2. The review proposal on the assessment of managers' compensation and the distribution of employee remuneration for the year 2024 of this company Approved by all the members present No objection
The 4th meeting of the 4th Term 2025.8.4 1. Proposal to amend the Company's "Directors and Executive Officers' Salary and Compensation Regulations"
2. Proposal to review and approve the salary and compensation of the members of the Company's Sustainability Committee Approved by all the members present No objection

64

3.5 Corporate Sustainability Committee

(1) The Committee shall consist of at least three members appointed by a resolution of the Board of Directors. Members of the Committee shall possess professional knowledge and competence in corporate sustainability, and at least one director shall be involved in supervision. One member shall be elected as the convener and shall serve as the convener.

(2) Professional qualifications, experience, and operation of the Corporate Sustainability Committee:

(a) The Committee consists of three members.

(b) Term of the current Committee members: from March 12, 2025, to June 20, 2027.

(c) In 2025, the Committee held three meetings. The professional qualifications, experience, attendance of members, and discussion items are as follows:

Title Name Sustainability Expertise and Competence Actual Attendance Proxy Attendance Actual Attendance(%) Remarks
Chairperson and Convener (Director) Chiu, Yi-Cheng Environmental conservation 3 0 100 -
Member and Chief Sustainability Officer Ni Benny Protection of human rights and employee rights and interests 3 0 100 -
Member Tu ,Chiao-Wei Integrating financial and sustainability strategies & Enhancing long-term value and competitiveness 3 0 100 -
Date Agenda Resolution Company's handling of the opinions raised by the Sustainability Committee
--- --- --- ---
The 1th meeting of the 1th Term 2025.6.23 Implementation progress and rules of the company’s 2024 Sustainability Report Approved by all the members present No objection
The 2th meeting of the 1th Term 2025.8.4 Approval of the Company’s 2024 Sustainability Report Approved by all the members present No objection
The 3th meeting of the 1th Term 2025.12.16 1. Revision of the "Sustainability Committee Organizational Rules"
2. Appointment of the Company’s Chief Sustainability Officer Approved by all the members present No objection

65

3.6 Implementation of sustainable development promotion and difference from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof

Performance Evaluation Items Operational status Deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons for such Discrepancies
Yes No Summary
I. Does the Company establish a governance structure to promote sustainable development, established a dedicated (part-time) unit to promote sustainable development; and did the Board of Directors authorize senior management to handle it and report the supervisory status to the Board of Directors? V With the Board of Directors serving as the highest decision-making body for sustainability-related issues, the company established a functional committee, the "Sustainability Committee," in 2025. The committee is chaired by a director and brings together senior executives from various functions to review the company's core operational capabilities and formulate medium- to long-term sustainability plans.
The Sustainability Committee acts as a cross-departmental communication platform that integrates top-down and bottom-up efforts and facilitates horizontal coordination. Relevant departments, including Administration, Finance, Environment, Health and Safety (EHS), and Manufacturing, are responsible for identifying sustainability issues that are critical to the company's operations and of concern to stakeholders, such as sustainability disclosure, corporate governance, carbon inventory, and social welfare initiatives.
Based on the issues identified, each department shall formulate corresponding strategies and work guidelines, At present
There are no major impediments or deviations in implementation.

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
allocate sustainability-related budgets for each function, plan and implement annual programs, and track implementation results to ensure that sustainability strategies are fully embedded in the company's day-to-day operations. The Chairperson of the Sustainability Committee reports the sustainability performance and future work plans to the Board of Directors at least twice a year.In 2025, three meetings were held. The agenda items and reports included:Progress and planning of the sustainability reportReview of the management system and implementation plans related to Task Force on Climate-Related Financial Disclosures (TCFD)Review of the timeline and progress of greenhouse gas (GHG) inventory disclosureImplementation of social welfare initiativesEstablishment of the Chief Sustainability Officer (CSO) positionThe company's Board of Directors regularly receives reports from the management team on a quarterly basis, including ESG reports. The management must propose company strategies to the Board, and the Board is responsible for assessing the likelihood of success of these strategies,

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
regularly reviewing their progress, and urging the management to make adjustments when necessary.
II. Does the company assess ESG risksassociated with its operations based onthe principle of materiality, and establish related risk management policies orstrategies? V This disclosed information and risk assessment boundary covers the sustainable development performance of the merged company from January 2024 to December 2024. In order to ensure the stable operation and sustainable development of the company, the company passed the "Risk Management Policies and Procedures" on December 17, 2021 at the 4th meeting of the 5th board of directors to establish an overall risk management system. , the audit committee, the audit office, the general manager and other units to jointly promote the implementation of relevant risk management measures.The Company regularly reports on its risk management operations in the previous year in the fourth quarter of each year. The scope of the Company's risk management for the current year includes, but is not limited to, market risk, environmental risk, investment risk, information security risk or other risks that may cause significant losses. The risk management team evaluates key risk items based on the principle of materiality. Important risk categories and response measures are as follows: At present Thereare nomajori mpelements or deviations in implementation

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
Type Impact on Operations Response strategies
Environmental Risk The impact of climate change and natural disasters on greenhouse gas emission management, energy management, and compliance with environmental laws and regulations. Set up a green energy team to promote solar energy, energy saving and carbon reduction, waste treatment, research and development of RoHS-compliant products and continuous ISO14001 and IECQ QC080000 certification, etc. Facing the possible impact and response of climate change, the concept of green production is implemented in

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
production management
Market Risk Domestic and foreign economic, technological changes, industrial changes and other factors have an impact on the company's finance and business The company continues to pay attention to global market changes, develop niche products, continuous terminal certification to face environmental changes. Pay attention to laws and policies that may affect the business and financial aspects of the company to plan timely response measures.

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
Hight - risk, high - leverage, derivatives and other short-term market volatility investments, management of investee companies Pay attention to changes in interest rates and exchange rates, reduce the risk of exchange rate fluctuations through appropriate financial tools, and regularly evaluate the status of funds and bank interest rates to reduce the impact of interest rates on the company.
Information Security Risk Confidentiality, integrity and availability of the information will not be ensured

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
multi-level defense such as network firewall, and establish control mechanisms such as anti-virus and mail filtering to reduce network threats. Data are set up backup and remote backup to ensure service continuity and data loss.
The company conducts analysis based on the principle of materiality, communicates with relevant stakeholders, and assesses ESG issues of significant importance by reviewing reports, literature, and integrating assessment data from various departments and subsidiaries. It formulates effective risk management policies for identification,

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
Major issues Risk assessment project Explanation
Environmental Impact and Management The company effectively reduces the emission of pollutants and the impact on the environment by implementing process safety management.The company obtained the "ISO 14001" environmental management certificate in 2006 (the latest validity period is 2024.05.20~2027.05.31) and the "QC080000" hazardous substance Process management system

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
certification in 2014 (from 2023.07.24~2026.08.03). Subsequent regular re-inspections shall be conducted and the certification and approval shall be obtained within the validity period. In the year, an internal audit plan was planned, focusing on the company's compliance with various relevant environmental regulations and inspecting whether each operation process met the requirements.
Society Occupational Safety and Health

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
certification and approval have been obtained within the validity period. The latest validity period is 2024.05.20~2027.05.31. Fire drills and work safety education and training are held regularly every year to cultivate employees' ability to respond to emergencies and manage their own safety, so as to prevent potential injuries caused by employees.
Product quality and safety All the company's products comply with all government regulations and laws, conform to the EU ROHS standards, and contain no harmful substances.
Corporate governance Social Economy and Compliance with Laws and Regulations By establishing a governance organization and implementing internal control mechanisms, ensure that all personnel and operations of the company truly

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
comply with relevant laws and regulations.
Strengthening the functions of directors Plan relevant further education courses for directors and provide them with the latest regulations every year to keep them informed. The Company has procured Directors and Officers Liability Insurance (D&O Insurance) to protect directors against litigation or claims arising from the execution of their duties, ensuring comprehensive coverage for governance-related risks.
III. Environmental issues(1)Does the company establish a dedicatedor concurrent unit in charge of promoting CSR with senior management authorized V The company has introduced ISO 14001 and IECQ QC080000 environmental management systems to ensure that while pursuing operational and operational performance, it can also strictly abide by the spirit of environmental management, and At present Thereare nomajori impediments or deviations in implementation

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
by the board to take charge of proposing CSR policies and reporting to the board? reduce the impact on the environment during business activities with an attitude of sustainable development .
(2) Does the company endeavor to utilize all resources more efficiently and userenewable materials which have low impact on the environment? V (2) In 2025, energy use was dominated by purchased electricity and natural gas, with purchased electricity accounting for 52.89%, natural gas for 45.02%, and renewable energy for 0.90%. Compared to 2024, total energy consumption across the four major manufacturing sites increased by 4.01%. Driven by the Green Energy Team, a power generation system upgrade was completed in 2025, increasing the use of renewable energy at the Suzhou site by 121 GJ. In addition, the company has adopted the ISO 14001 environmental management system and obtained third-party certification, demonstrating its commitment to overall environmental management and systematic implementation.To mitigate global warming and environmental impact, the Suzhou established a Green Energy Team in 2021, continuously optimizing facility equipment to achieve energy conservation and carbon reduction. Starting in 2023, the company has successively upgraded its power generation systems and introduced solar photovoltaic panels, steadily expanding the At present Thereare nomajori impediments or deviations in implementation

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
(3) Does the company evaluate potentialrisks and opportunities brought by climatechange, and take response measures toclimate-related issues? V scale of self-generated renewable energy for its own use. In 2025, the company set an annual renewable energy generation target of 358,800 kWh, and actual generation reached approximately 430,000 kWh, successfully meeting the annual goal. That same year, further upgrades to high-efficiency equipment were promoted, including the replacement of key energy-consuming equipment such as magnetic levitation chillers, hot water pumps, and inverters. The total annual electricity savings reached 191,100 kWh, reducing carbon emissions by 103 metric tons of CO2e, effectively lowering the operational carbon footprint. The Suzhou site also continued to strengthen energy management performance in its manufacturing processes and invested in energy conservation, carbon reduction, and the advancement of green manufacturing. (3) The global greenhouse effect has led to an abnormal climate, and the accompanying natural disasters such as winddisasters, snow disasters, floods, and droughts have become more frequent and serious. Such disasters will have

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
(4) Does the company compile statistics of greenhouse gas emissions, water use, and total weight of waste in the past two years, and does it establish policies for energy conservation & carbon reduction, greenhouse gas emission reduction, water use reduction, and other waste management? an impacton the supply of key components, product transportation, warehousing, and sales in some supply chains, which in turn will cause fluctuations in overall corporate operating costs. In this regard, the company will reduce such impacts through measures such as supply chain management. As consumers become more aware of green sourcing in the face of climate change and global warming, changes made to meet the market demand for mitigation and adaptation to climate change will create opportunities for the Group, such as the development of new products of green energy technologies that reduce pollution. The response measures are to reduce operating costs by improving the efficiency of resource use, reducing water consumption and consumption, or adopting more efficient modes of transportation.(4) In 2025, greenhouse gas emissions totaled 26,445 metric tons of CO2e. Scope 1 emissions primarily came from stationary combustion sources, while Scope 2 emissions were mainly from purchased electricity, which also constituted the primary source of greenhouse gas emissions. To continuously

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
V
Year Direct Category 1 (Metric tons of CO2e/per year) Indirect Category 2 (Metric tons of CO2e/ per year)
2025 7,690 14,816
2024 4,020 12,640

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
(Note1): The year 2025 includes the Taiwan factory, Suzhou factory, Jiangyin factory, Shenzhen factory, VT UK, VT US, and VT DE; the year 2024 includes the Taiwan factory, Suzhou factory, Jiangyin factory, and Shenzhen factory.(Note2): Greenhouse Gas emission intensity: Greenhouse gas emissions (tons)/revenue (Thousands of NTD)(Note 3): The above information is checked by the company itself.In 2025, the total water intake across all operational sites was 146,660 metric tons, a decrease of 1.98% compared to 2024. Among these sites, the Jiangyin plant, through comprehensive leakage inspection and improvement projects, achieved a 13.09% reduction in water intake in 2025 compared to 2024. The company continued to strengthen water recycling and recovery mechanisms, increasing the proportion of reused water from 33.04% in 2024 to 3.69% in 2025 to enhance water resilience. (Note: The sharp drop from 33.04% to 3.69% appears unusual; please verify the original data. Possibly it was 33.04% to 36.9%. But as per text, I will translate literally.At the Suzhou plant, filtration and sedimentation equipment were introduced into the production process, allowing treated water to be reintroduced into the production system for recycling. Additionally, water quality is monitored using conductivity sensors. When the conductivity reaches 1,600

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
μS/cm, the drainage program is automatically activated; when it drops to 1,500 μS/cm, drainage stops. This automated control system maintains stable water quality and reduces unnecessary water consumption.
Year the water consumption(metric tons)
2025 146,660
2024 148,177
(Note1): The year 2025 includes the Taiwan factory, Suzhou factory, Jiangyin factory, Shenzhen factory, VT UK, VT US, and VT DE; the year 2024 includes the Taiwan factory, Suzhou factory, Jiangyin factory, and Shenzhen factory. (Note 2): Water consumption Intensity: Water consumption (metric tons)/ revenue (Thousands of NTD) (Note 3): The above information is checked by the company itself. In 2025, the total waste generated by the four major operating sites amounted to 1,604.86 metric tons. The Shenzhen plant implemented a "Hazardous Waste Management Plan," strengthening hazardous waste management practices across areas such as segregated storage, leak prevention, fire protection, and theft prevention to ensure proper storage and disposal in compliance with environmental regulations. Adhering to the 3R principles of Reduce, Reuse, and Recycle, the company has comprehensively optimized manufacturing processes and

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
Year Item General industrial waste
2025 Weight 1,465
Intensity 0.00034 0.00003
2024 Weight 1,327
Intensity 0.00031 0.00003
(Note1): The year 2025 includes the Taiwan factory, Suzhou factory, Jiangyin factory, Shenzhen factory, VT UK, VT US, and VT DE; the year 2024 includes the Taiwan factory, Suzhou factory, Jiangyin factory, and Shenzhen factory. (Note 2): Water consumption Intensity: Weight (metric tons)/ revenue (Thousands of NTD) (Note 3): The above information is checked by the company itself.

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
IV. Social issues(1) Does the company formulate appropriatemanagement policies and proceduresaccording to relevant regulations and theternational Bill of Human Rights? V (1) The company strictly complies with labor-related laws and regulations and follows international standards such as the United Nations Universal Declaration of Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work to formulate its “Human Rights Policy” and implement management mechanisms. The policy covers matters including the prohibition of child labor and forced labor, anti-discrimination, workplace health and safety, and protection of the rights of persons with disabilities. These principles are fully integrated into the company’s operations and human resource practices. For example, environmental and social criteria are included in supplier selection, requiring suppliers to comply with the human rights policy. During the recruitment phase, the company adheres to the principles of diversity and inclusion and is committed to providing equal employment opportunities. The company’s hiring, training, promotion, and compensation systems all follow the principle of fairness, eliminating any undue At present Thereare nomajori impediments or deviations in implementation

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
V discrimination based on race, gender, age, religion, nationality, or other status. Prohibition of Forced Labor / Child Labor The company strictly prohibits any form of forced labor, including human trafficking, coercion, slavery, and other involuntary labor situations. The recruitment process strictly follows age requirements to prevent the use of child labor. The company ensures that all employees work on a voluntary basis. At the same time, each employment contract is prepared and signed in accordance with local laws. Employees have the right to freely terminate their labor contracts, and the company shall not impose constraints on employees—such as withholding deposits or identity documents—that restrict their employment relationship. To date, no cases of child labor or forced labor have occurred at any of the company's operating sites. Anti-Harassment / Anti-Discrimination

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
V The company is committed to fostering a respectful, equitable, and safe work environment where employees can focus on their work without harassment or threats. Regardless of gender, age, position, or background, the company firmly opposes any form of sexual harassment or discrimination, and emphasizes that mutual respect and positive interaction are fundamental requirements of the workplace culture. The company encourages employees to express their ideas and opinions, values the voice and personal feelings of every colleague, and strives to listen to and understand employees' expectations regarding the work environment. To date, no discrimination-related incidents have occurred at any of the company's operating sites. Employee Communication and Dialogue The company has established clear grievance mechanisms for any matters that may potentially infringe upon human rights, ensuring that employees can voice their concerns in a safe and trusting environment and receive appropriate responses.

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
(2) Does the company have reasonableemployee benefit measures (includingsalaries, leave, and other benefits), and dobusiness performance or results reflect on employee salaries? In addition to grievance channels, the company regularly conducts employee satisfaction surveys, responds to and addresses employee feedback, and actively works to maintain a friendly work environment.(2)Our company adheres to the principles of fairness, transparency, and market-competitive compensation. Employee remuneration is determined based on job content, professional competence, work performance, and job grade, ensuring that the salary system is both motivational and developmental. Regarding the linkage and rationale between the company's operating performance and employee compensation: In addition to the provision under the company's articles of incorporation that 5% to 10% of pre-tax profit (after deducting distributions to employees and directors) for the current year shall be allocated as employee compensation, the estimated basis for compensation also takes into account the company's profitability for the year,

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
job position, professional ability, contribution, and annual performance review results, which serve as the basis for salary adjustments and bonuses.The company places great emphasis on equality and non-discrimination in its compensation system. It does not allow salary differences based on gender, age, ethnicity, or other non-performance-related factors, and is committed to providing fair remuneration to all employees. Starting salaries for new hires are determined based on market rates and professional competence, with reference to internal standards for equivalent positions, ensuring salary transparency. In addition, the company regularly reviews and adjusts its compensation structure in light of industry salary surveys and market changes to maintain its ability to attract and retain top talent.The company provides labor insurance, National Health Insurance, and group insurance (term life, accident, and

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
medical insurance) for employees. The pension system under the Labor Pension Act is a government-managed defined contribution pension plan, under which 6% of each employee's monthly salary is contributed to an individual account at the Bureau of Labor Insurance. Subsidiaries in mainland China, the United Kingdom, the United States, and Germany provide for employee retirement in accordance with local government retirement benefit plans.To promote the prevention of chronic diseases such as obesity and the "three highs" (high blood sugar, high blood lipids, high blood pressure), the company advocates healthy weight loss concepts, promotes balanced nutrition and appropriate exercise. The company is equipped with a gym and outdoor fitness facilities, encouraging employees to engage in physical activities during their free time to enhance their physical fitness. Employees across the company actively participate in various fitness activities during lunch breaks and after work.

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
(3) Does the company provide a safe andhealthy working environment and provideemployees with regular safety and healthtraining? V (3) The company has been ISO45001(the latest validity period Is 2024.05.20 ~2027.05.31) certified and has based Its comprehensive developments on the above-mentioned management regulations. With promotion of the environmental safety and health management system, the safety and health culture of the Company is enhanced. Relevant departments regularly carry out environmental and facility inspection every month. Implement environmental safety laws and regulations, relevant personnel to take skills certification. 1. Number of occupational disasters :0; The number of occupational disasters :0%. Preventive measures, that is, (1) handling, storage, use of chemical substances should be in accordance with the standard operating procedures (2) the use of organic solvents or flammable substances should be strictly prohibited fireworks (3) strengthen the maintenance of machinery and equipment (4)

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
implementation of education and training and regular emergency drills require employees to be familiar with and comply with the operating procedures.2. The number of fire cases and the number of casualties of the company in the year was 0, and the ratio of the number of casualties to the total number of employees was 0. In response to fire-related measures, the local fire brigade holds emergency response drills for public safety incidents (twice a year), and self-defense fire brigade training drills (twice a year), including fire fighting training, emergency evacuation and escape drills, fire hydrant practical drills, CPR and AEDField operation, reporting operation, leakage and anti-blocking tool operation instructions, etc., strengthen fire safety education and training of all personnel, reduce the loss of disaster, and declare the safety inspection of building fire refuge facilities and equipment (once a year).

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
(4)Does the company set up effective careerdevelopment and training programs for itsemployees? V (4) The company places great emphasis on employee competency development and employs a comprehensive training system to help employees enhance their professional skills and work efficiency, thereby strengthening organizational competitiveness. Based on job functions and departmental needs, the company provides diverse learning resources, including online courses, in-person training, professional certifications, and internal seminars. These courses cover professional skills, management capabilities, digital tools, regulatory compliance, and workplace safety. For employees in management positions, leadership development programs are offered to improve management effectiveness and team collaboration. For new hires, a structured onboarding program is designed to help them quickly integrate into the workplace. Interns also receive professional training to understand workplace operations and core skills, with outstanding performers eligible for full-time employment upon evaluation. The company continuously

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
(5) Does the company comply with relevantregulations and international standards incustomer health and safety, customerprivacy, and marketing and labeling its goods and services, and has it establishedconsumer rights protection policies andcomplaint procedures? V refines its training content through course feedback and learning effectiveness assessments, strengthening the connection between talent development and operational goals. The company's talent development strategy covers pre-employment, professional training, and public management training. The total training hours for 2025 amounted to 22,074 hours.(5)All products manufactured by the company comply with commercial standards for IC product reliability testing, international ISO certifications (such as ISO 14001 and IATF 16949), and international green energy standards (compliant with EU RoHS regulations), with the aim of providing customers with products of assured quality. The company adheres to confidentiality agreements and the Personal Data Protection Act regarding customer privacy, and strives to reduce health and safety risks for employees, visitors, and customers. Additionally, the company provides standardized

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
(6) Does the company have a suppliermanagement policy, require suppliers to comply with regulations on environmental protection, occupational safety and health, and labor rights, and what is its implementation status? V and effective complaint procedures for its products and services, and clearly defines liability and relevant regulations in contracts with customers. In case of any related issues, customers may directly contact the sales personnel listed on the company's website, where a customer service unit and a stakeholder section are available to uphold consumer rights protection policies and provide complaint channels.(6)The company also conducts risk assessments on existing suppliers, quarterly scoring, and annual supplier evaluations. Based on the evaluation results, suppliers are classified into grades A through D. The quarterly assessment covers quality, procurement, delivery, cost, and after-sales service. Suppliers that receive a D grade or a C grade for two consecutive quarters will be disqualified from the approved supplier list.The annual supplier evaluation focuses on major raw material suppliers, such as those providing resin, fiberglass fabric,

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
copper foil, and aluminum sheet cutting. The audit scope mainly covers the company's Taiwan facilities, excluding designated materials from Mainland China and agents. Based on the annual quality performance and supplier evaluation results, suppliers rated below grade B or identified as high-risk through risk assessment will be considered for increased on-site audit frequency.In 2025, 21 suppliers were audited, all of which received an A grade, achieving 100% A-grade audits. All non-conformities have been fully corrected. The company plans to gradually expand the proportion of audited suppliers. To support suppliers in their ESG efforts, those with outstanding performance in supplier evaluations will receive increased purchase volumes, while underperforming suppliers will undergo a negotiated replacement process. Regular supplier coordination meetings are held to assist suppliers in building ESG capabilities.

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
The company follows the "Hazardous Substances Control Procedure" and prohibits the use of minerals originating from conflict regions. For all supplier materials containing metals such as gold (Au), tantalum (Ta), tungsten (W), tin (Sn), cobalt (Co), aluminum (Al), copper (Cu), lithium (Li), magnesium (Mg), nickel (Ni), and mica, suppliers must conduct thorough due diligence on their supply chains to ensure that these materials are not sourced from the Democratic Republic of the Congo or neighboring countries/regions that violate human rights. New suppliers are also required to sign an agreement that includes a commitment not to use conflict minerals.

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
V. Does the company referenceinternationally accepted report ingstandards or guidelines, and preparereports that disclose non-financial information of the company, such as corporate social responsibility reports? Do the reports above obtain assurance from a third party verification unit? V The Company's 2024 Sustainability Report has been prepared in accordance with the GRI Standards issued by the Global Sustainability Standards Board (GSSB) and the regulations set forth in the "Procedures for the Preparation and Filing of Sustainability Reports by Listed Companies" established by the Taiwan Stock Exchange. The report has undergone limited assurance by Deloitte & Touche (Taiwan) in accordance with Assurance Standard 3000, "Assurance Engagements Other Than Audits or Reviews of Historical Financial Information," and a limited assurance report has been issued by the certified public accountants. At present Thereare nomajori impediments or deviations in implementation
VI. Describe the difference, if any, between actual practice and the corporate social responsibility principles, if the company has implemented such principles based on the Corporate SocialResponsibility Best Practice Principles for TWSE/TPEx Listed Companies: The Company has established a "Code of Practice on Sustainable Development" in accordance with the "Code of Practice on Sustainable Development of Listed Listed Companies" and no material difference have occurred.
VII. Other important information to facilitate a better understanding of the company's corporate social responsibility practices: 1. This year, a burner was purchased with an investment cost of approximately RMB 3 million. It is currently under construction, and subsequent waste heat recovery retrofits will be carried out to further enhance efficiency and achieve energy conservation and carbon reduction. Due to the company's production characteristics, energy consumption is significantly affected by product mix, scheduling, and utilization rate. The burner improvement is

Performance Evaluation Items Operational status Deviations from CorporateGovernance Best-Practice Principles for TWSE/TPEx Listed Companies andReasons forsuchDiscrepancies
Yes No Summary
expected to reduce carbon emissions by 80 tons per year.
2. Caring Activities
(1) In line with the spirit of caring for disadvantaged groups in society, the company engages in social welfare and charitable activities. This year, during the Mid-Autumn Festival, the company donated NT$69,000 to purchase mooncake gift boxes from the 2025 Yunlin County Little Angels Development Association, supporting the smooth operation of underprivileged groups.
(2) In January of this year, a magnitude 6.8 earthquake struck Tibet, causing heavy casualties. In the spirit of paying attention to the disaster and extending a helping hand to support the humanitarian needs of affected communities, the company donated RMB 15,000 for emergency rescue, transitional shelter, winter supplies, and post-disaster recovery and reconstruction in the affected areas.
(3) Tenging Suzhou actively participates in the three-year "Love & Education Support" action plan jointly launched by the local Fengqiao Chamber of Commerce and Fengqiao Subdistrict. The company sponsors five underprivileged children to attend school. Through the Fengqiao Subdistrict Community Public Welfare Foundation, funds are exclusively used for child and youth care and scholarship programs, including financial aid, learning support, after-school care, material assistance, etc., to maintain the children's basic living needs and cultivate diverse talents and development for children and adolescents in remote areas.
(4) To help medical institutions cope with the peak demand for blood at the end of each year, the company launched the "Tenging Electronics Blood Donation Day" in November 2025, a caring activity to spread love through blood donation. Through concrete actions, the company provides an immediate warm current, alleviating the pressure on blood bank inventories across Taiwan at the end of the year, and helping more people receive timely medical assistance.

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3.6-1 Climate-related Information for isted Companie

  1. Execution Status of Climate-related Information
Items Execution Status
1. Description of the supervision and governance of climate-related risks and opportunities by the board of directors and management. The company's board of directors serves as the highest supervisory unit for climate change risk governance, responsible for reviewing and formulating climate strategies, and implement climate risk management operations and regularly track the achievement of environmental sustainability goals. The company is expected to report the annual climate governance implementation results to the board of directors and the corporate governance and sustainable development committee at least once a year.
2. Explain how identified climate risks and opportunities affect the business, strategy, and finances of the enterprise (short-term, medium-term, long-term). Company needs to identify potential climate risks, including the impact of extreme weather events on business and assets, as well as the influence of policy changes, technological advancements, or shifts in market demand on operations. The short-term impacts of climate events, such as business interruptions in production, affecting related supply chains and company operations; management must devise strategies to address climate change, such as enhancing production processes to reduce carbon emissions; financially, climate risks may lead to asset depreciation, requiring higher insurance premiums to cover climate-related risks. The medium to long-term impacts, because climate change will cause changes in market structure and consumer behavior, the company needs to conduct a comprehensive review of the business model, product production and upstream and downstream of the supply chain, and may have to adjust or replace suppliers in response to the trend of low carbon footprint of products, and take into account the possibility of adjusting products, technologies and services to meet the market. Invest in R&D and innovation programs, which in turn increase procurement costs and capital expenditures financially.
3. Explain how identified climate risks and opportunities affect the business, strategy, and finances of the enterprise (short-term, medium-term, long-term). Extreme weather events, such as hurricanes, floods, etc., can have direct and indirect impacts on company operations and finances. Direct impacts include production interruptions, facility damage, supply chain disruptions, etc., all of which can lead to a decrease in company revenue and profits. To address climate change, the company will undergo a transformation in energy and economic structures. This includes investing in renewable energy, improving energy efficiency, developing low-carbon technologies, etc. These transformation actions require significant capital investment, but at the same time, they also bring about new business opportunities. By participating in these transformation actions, the company can gain new sources of revenue and improve financial

Items Execution Status
performance.
4.
Describe how the process of identifying,assessing, and managing climate risks is integrated into the overall risk management system. The process of identifying, assessing, and managing climate risks can be integrated into the overallrisk management system through the following step.
I.Risk Identification:
Conduct annual risk identification of climate risks and opportunities based on the company's business characteristics.
II.Risk Assessment:
Integrate climate risk assessment withthe overall risk assessment conducted jointly with the risk management department.
III.Risk Management:
Consider climate change as a strategic business risk and incorporate itsidentification,measurement,andmanagement I processes into the company's overall risk procedures.
IV.Risk Reporting:
If using scenario analysis to assess resilience to climate change risks, provide details on the scenarios, parameters, assumptions,analysis factors, and key financial impacts.
5.
If scenario analysis is used to assess resilience to climate change risks, details should be provided on thescenarios, parameters,assumptions, analysisfactors, and key financial impacts. Scenario analysis is an important tool for assessing the uncertainty of climate change. Companies typically evaluate the potential impacts of future climate change on their operations, finances, and strategies based on different climate development pathways and policy assumptions. Common approaches include adopting scenarios published by international institutions, such as the different emission pathways of the IPCC (e.g., SSP1-2.6, SSP5-8.5) and the energy transition scenarios of the IEA (e.g., NZE, STEPS), and conducting scenario projections for physical risks and transition risks. The company has already identified climate risks and opportunities in accordance with the TCFD framework, and continues to monitor relevant international scenario developments and methodologies. It has preliminarily assessed the potential direction of impacts under different scenarios as a reference basis for future planning to introduce climate scenario analysis, thereby strengthening climate resilience management.
6.
If there is a transformation plan to address and manageclimate-related risks, describe the content of the plan, as well as the indicators and objectives used to identify and manage physical risks and transition risks. The actual transformation plan will need to be developed based on the specific circumstances of the company. Before implementation, the company must conduct detailed risk assessments and strategic planning to mitigate the impact of climate change and transition risks, while also considering them as business opportunities.

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Items Execution Status
7. If using internal carbon pricing as a planning tool, details should be provided on the pricing basis. Internal carbon pricing can measure and manage the costs of carbon emissions. The company has not yet implemented internal carbon pricing. Prior to implementation, strategies and plans will be developed based on the specific circumstances of the company to determine the actual internal carbon price needed.
8. If climate-related goals are set, details should be provided on the activities covered, greenhouse gas emission scopes, planning timeframe,progress achieved annually, etc. If carbon offsets orRenewable Energy Certificates (RECs) are used to achieve these goals, details should be provided on the source and quantity of carbon offsets or the quantity of RECs. Please refer to the table below1-1 and 1-2.
9. Greenhouse gasInventory andconfirmation status with reduction targets,strategies, and specific actionplans (also filled in 1-1 and 1-2). Please refer to the table below1-1 and 1-2.

1-1 Recent two-year company greenhouse gas inventory and verification status

1-1-1 Greenhouse Gas Inventory Information

Greenhouse Gas Inventory in the last two years are as follows:

Year Direct Category 1 (Metric tons of CO2e /peryear) Indirect Category 2 Metric tons of CO2e /per year) Other Category 3 (Metric tons of CO2e /per year) Intensity Greenhouse gas emissions (tons)/ revenue (Thousands of NTD)
2025 7,690 14,816 3,939 0.0062
2024 4,020 12,640 No statistical data is available 0.0039

(Note1) : The year 2025 includes the Taiwan factory, Suzhou factory, Jiangyin factory, Shenzhen factory, VT UK, VT US, and VT DE; the year 2024 includes the Taiwan factory, Suzhou factory, Jiangyin factory, and Shenzhen factory.
(Note2) : Greenhouse Gas emission intensity: Greenhouse gas emissions (tons)/revenue (Thousands of NTD)
(Note3) : The above information is checked by the company itself.


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1-1-2GHG Assurance Information

The Company's capital is less than NT$5 billion. According to the sustainable development roadmap of TWSE/TPEx-listed companies, the Company's formulated its schedule for disclosing information on its GHG inventory, and plans to complete the inventory of the Company in 2026, the inventory of subsidiaries in consolidated statements in 2027, third-party verification of the Company's inventory in 2028, and external verification and assurance of the inventory of subsidiaries in consolidated statements in 2029.

1-2Greenhouse gas reduction targets, strategies, and specific action plans

In order to continuously align with international reduction trends, the company has proposed heat dissipation materials spanning green energy and new energy vehicles as its main concept, implementing carbon reduction across dimensions such as the selection of non-carbon emitting materials, energy-efficient production, and green transportation.

In accordance with the inventory timeline stipulated by relevant laws and regulations, and in commitment to international reduction trends, the company completed its carbon inventory data survey in 2025 and designated that year as the base year for carbon inventory. The establishment of a carbon inventory base year enables us to accurately measure and track the company's greenhouse gas emissions and to set specific reduction targets. These targets are based on the carbon inventory results and take into account the company's business scale and scope of influence. A greenhouse gas emission baseline has been established based on unit product emissions (greenhouse gas emission intensity), with the goal of gradually reducing the company's carbon footprint and moving toward a low-carbon direction. To achieve these reduction targets, relevant departments will formulate detailed strategies and implement concrete actions. These include improving energy efficiency, investing in renewable energy, procuring energy-efficient production equipment, installing solar power generation systems, replacing equipment with energy-saving alternatives (such as upgrading lighting fixtures, air compressors, water chillers, etc.), evaluating improvements in product design and manufacturing processes, promoting environmental awareness among employees, and purchasing green electricity on an annual basis or pursuing other feasible options. Through these actions, the company can effectively reduce its greenhouse gas emissions and combat climate change.


3.6 Implementation of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies" and Reasons

Performance Evaluation Items Operational status Deviations from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons
Yes No Summary
1. Establishment of ethical corporatemangement policy and approaches
(I) Did the company establish an ethical corporate management policy that was approved by the Board of Directors, and declare its ethical corporate management policy and methods in its regulations and external documents, as well as the commitment of its Board and management to implementing the management policies?
(II) Does the company establish mechanisms for assessing the risk of unethical conduct, periodically analyze and assess operating activities within the scope of business with relatively high risk of unethical conduct, and formulate an unethical conduct prevention plan on this basis, which at least includes preventive measures for conduct specified in Article 7, Paragraph 2 of the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies? V (I) The Company has formulated Ethical Corporate Management Best Practice Principles to regulate relevant policies of the Company. The goal is to ensure that employees, managers, and directors are familiar and comply with these principles and policies and that they are incorporated into the internal control system.
(II) The company has signed clean terms with employees, and has set "employee work rules", stating that employees shall not accept any gifts in a direct or indirect manner, and indeed prevent the possibility of dishonesty, reduce risks, and give them based on rewards and penalties punish. At present there are no major impediments or deviations in implementation.

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Performance Evaluation Items Operational status Deviations from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Forsuch Discrepancies
Yes No Summary
(III) Did the company specify operating procedures, guidelines for conduct, punishments for violation, rules of appeal in the unethical conduct prevention plan, and does it implement and periodically review and revise the plan? V (III) The Company strictly abides by Ethical Corporate Management Best Practice Principles. Offering and acceptance of bribes and illegal contributions is explicitly forbidden.
2. Implementing ethical corporate management (I) Does the company evaluate the ethical records of parties it does business with and stipulate ethical conduct clauses in business contracts? (II) Did the company establish a dedicated unit under the board of directors to promote ethical corporate management, and periodically (at least once a year) report to the Board of Directors and supervise the implementation of the ethical corporatemanagement policy and unethical conduct prevention plan? (III) Does the company establish policies to prevent conflict of interest and provide appropriate communication channels, and implement such policies properly? V (I) Agreements concluded with cooperating subcontractors clearly stipulate that both sides shall not accept bribes or engage in any other unethical business practices. (II) The Administrative Division serves as the dedicated unit of the Company for the promotion of ethical corporate management. It submits reports to the board after regular reviews. (III) Where directors or the juristic persons they represent have conflicts of interest that may prejudice the interest of the Company, said directors may state their opinions and respond to inquiries but may not participate in discussion or voting. At present there are no major impediments or deviations in implementation.

Performance Evaluation Items Operational status Deviations from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Forsuch Discrepancies
Yes No Summary
(IV) Does the company have effective accounting system and internal controlsystems set up to facilitate ethical corporate management, does the internal auditing unit formulate audit plans based (V) Does the company regularly hold internal and external education and training for ethical corporate management? V (IV) The Company has established an effective accounting and internal control system. Internal auditors regularly audit compliance with said system.(V) The Company holds internal and external education and training for ethical corporate management periodically in line with actual needs. .
3. Operational status of the whistle blowing channels (I) Has the company established a specific whistleblowing and reward system, set up convenient whistleblowing channels and designated appropriate personnel to receive complaints? V (I) The Company has set up a grievance mailbox. Where employees detect conduct that violates relevant laws and regulations or the code of ethical conduct, reports are handled by dedicated personnel assigned by the Company. Penalties are imposed and disciplinary action is taken after joint deliberations by the GM and HR Department in accordance with the severity of the violation. At present there are no major impediments or deviations inimplementation.
(II) The Company has established a whistleblowing system and set up standard operating procedures and related confidentiality mechanisms for investigating V (II) The Company has established internal communication channels. The HR Department is responsible for the handling of related matters. Confidentiality mechanisms have been adopted for relevant information.

Performance Evaluation Items Operational status Deviations from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Forsuch Discrepancies
Yes No Summary
reported cases.(III)The Company has established a whistleblowing system and set up measures to protect whistleblowers from inappropriate disciplinary actions or retaliation for reporting purposes. V (III)The Company protects whistleblowers from inappropriate disciplinary actions through its HR Department, which has overall responsibility.
4. Strengthening information disclosure has the Company disclosed the content and effectiveness of its ethical corporate management best practice principles on its website and the Market Observation Post System (MOPS)? V Upon its IPO, the Company developed various CSR systems in a prompt manner. Relevant information is disclosed on its official website for viewing by the public. At present there are no major impediments or deviations in implementation.
5. If the Company has established its own Ethical Corporate Management Best Practice Principles in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies", please describe any discrepancies between the prescribed best practices and the actual implementation of the Company: No discrepancy or deviation.
6. Other important information that facilitates the understanding of the implementation of ethical corporate management (such as review and amendment of the Company's Ethical Corporate Management Best Practice Principles) None.

3.8 Any material information as to increasing an understanding of the Company's governance operating status: none.


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3.9 Status of implementation of the internal control system:

(1) Internal Control Statement:
Index path and website of the internal control statement
Index Path: MOPS > Single Company> Corporate Governance > Company Regulations
/Internal Control>Internal Control Statement Announcement for Query
Website: https://mops.twse.com.tw/ mops/ #/ web/ t06sg20

(2) For any CPA retained to conduct a project review of the internal control system, the CPA's audit report shall be disclosed: None.

3.10 Key resolutions adopted by the Shareholders' Meeting and the Board of Directors in the most recent fiscal year up to the publication date of this Annual Report.

(1) Key resolutions adopted by the Shareholders' Meeting

Date Major resolutions of the shareholders' meetings Status of the execution
2025/6/23 Approval of 2024 Business Report and Financial Statements The resolution was approved as proposed, as the number of affirmative votes exceeded the statutory threshold.
Implementation Details:
The relevant forms and ledgers have been filed with the competent authority for record and announcement declaration in accordance with the law.
Approval of 2024 Earnings Distribution Proposal The resolution was approved as proposed, as the number of affirmative votes exceeded the statutory threshold.
Implementation Details:
The surplus distribution has designated July 5, 2025 as the record date and July 18, 2025 as the payment date. A cash dividend of NT$3.35 per share will be distributed.
Amendments to the Articles of Association (Special Resolution passed) Resolution: As a result of the voting, the number of votes in favor exceeded the legal requirement, and the proposal was approved as submitted.
Implementation Status: Handled in accordance with the revised procedures and announced on the

(2) Key resolutions adopted by the Board of Directors

Date Important resolutions adopted in board of directors meetings
2025/3/12 1.2024 Business Report and Financial Statement.
2. Amendments to the Articles of Association.
3.2024 Earnings Distribution Proposal.
4.2024 Distribution Proposal of Directorsment uneration and Employee Bonus.
5.2024 InternalControl Statement.
6. Amendments to Procedures for Lending Funds to Other Parties.
7. The company's certified public accountant appointment independence evaluation.
7. Amendments to Procedures for Lending Funds to Other Parties of the Group's subsidiaries, Ventec International Group Limited(SAMOA), Ventec International Group Limited(HK), Ventec Electronics (HK) Company Limited., Ventec Electronics Corporation, Ventec Electronics (Suzhou) Co., Ltd.and Ventec Electronics (Jiangyin) Co., Ltd.
8.The loan of funds to the subsidiaries Ventec Central Europe GmbH.through the subsidiary Ventec Electronics (HK) Company Limited.
9.The loan of funds to the subsidiariesVentec Europe Limited. through the subsidiary Ventec Electronics (HK) Company Limited.
10.Proposal to establish subsidiaries through Ventec Electronics (Suzhou) Co., Ltd.and Ventec Electronics (Jiangyin) Co., Ltd. for expanding high-frequency product market development in Greater China.
11.Proposal to establish a "Sustainability Development Committee" and formulate the "Organizational Regulations of the Sustainability Development Committee".
12.Appointment proposal for members of the first-term "Sustainability Development Committee".
13.Proposal to amend partial articles of the "Organizational Regulations of the Audit Committee".

Date Important resolutions adopted in board of directors meetings
14.Proposal regarding the company's "Economic Substance Declaration Filing" and "Annual Declaration" for the British Cayman Islands.
15.Proposal concerning matters related to the 2025 Annual General Meeting of Shareholders.
16. proposal to accept shareholders' proposals and the operation process.
2025/5/12 1. Approval of 2025 Q1 Consolidated Financial Statement.
2. Amendments to the Articles of Association.
3. Approval of provision of an endorsement/guarantee by the Company for the subsidiary Ventec Electronics (HK) Company Limited., Ventec Central Europe GmbH,Ventec Europe Ltd. and Ventec Electronics(Thailand) CO., LTD.
4. Approval of provision of an endorsement/guarantee by the Company for the subsidiary Ventec Electronics (HK) Co., Ltd.and Ventec Electronics Corporation at Taishin Bank Taipei.
5. The review plan of directors' compensation allocation for 2024.
6. The review plan of managers' compensation allocation and allocation of employee compensation evaluation for 2024.
2025/8/4 1. Approval of 2025 Q2 Consolidated Financial Statement.
2. The company's earnings allocation plan for the first half of 2025.
3. Applied for provision of an endorsement/guarantee by the Company for the subsidiary Ventec International Group Limited(HK)for the subsidiary Ventec Europe Ltd.
4. Approval of provision of an endorsement/guarantee by the Company for the subsidiary Ventec Electronics (Thailand) Co., Ltd. at Mega International Commercial Bank.
5. Approval of the proposal to establish a subsidiary through the Company's subsidiary Ventec International Group Limited (SAMOA).
6. Proposal regarding the Company's 2024 Sustainability Report.
7. Proposal to amend the Company's "Compensation Regulations for Directors and Executive Officers."
8. Proposal for the evaluation and approval of the compensation of the members of the Company's Sustainability Committee.
2025/11/7 1. Approval of 2025 Q3 Consolidated Financial Statement.
2. Approval of the company's audit plan for 2026.
3. Approval of provision of an endorsement/guarantee by the Company for the subsidiary Ventec Electronics (HK) Co., Ltd.and Ventec Electronics Corporation at Taishin Bank Taipei.
4. Approval of the company's 2026 budget.
5.Proposal to establish the internal control systems for the group subsidiaries Ventec Electronics (Thailand) Co., Ltd. And Tengqiang Investment Management (Suzhou) Partnership (Limited Partnership) .

Date Important resolutions adopted in board of directors meetings
6. Proposal for a budget increase to the total budget for the under-construction property (plant) and equipment of subsidiary Ventec Electronics (Thailand) Co., Ltd., based on the Company's operational strategy and future business acquisition needs.
7. Proposal to change the Company's functional currency to New Taiwan Dollar.
8. Proposal to issue the First Unsecured Convertible Corporate Bonds within the Republic of China (Taiwan) and the Second Unsecured Convertible Corporate Bonds within the Republic of China (Taiwan).
9. Proposal for the independence assessment of the Company's appointed certifying accountant (auditor).
10. Proposal to amend the Corporate Governance Practice Code and adopt the Measures for Enhancing Corporate Value.
2025/12/16 1. In order to enhance the Company's business expansion in the NON CCL field and to acquire key European customers and markets, it is proposed to acquire the drill bit business-related assets and operations of DCM Technology through the subsidiary Ventec Central Europe GmbH.
2. Proposal to amend the "Organizational Regulations of the Sustainable Development Committee."
3. Proposal regarding the appointment of the Company's Chief Sustainability Officer (CSO).
2026/03/16 1. 2025 Business Report and Financial Statement.
2. Amendments to the Articles of Association(Special Resolution passed)
3. 2025 Earnings Distribution Proposal.
4. 2025 Distribution Proposal of Directors’Remuneration and Employee Bonus
5. 2025 Internal Control Statement.
6. Proposal regarding the Company's proposed cash capital increase for its overseas subsidiary, Ventec International Group Limited.
7. Proposal regarding the proposed cash capital increase from the Company's subsidiary, Ventec International Group Limited, to Ventec Electronics (Thailand) Co., Ltd.
8. Proposal regarding the proposed cash capital increase from the Company's subsidiary, Ventec International Group Limited, to Ventec Central Europe GmbH.
9. Proposal regarding the proposed cash capital increase from the Company's subsidiary, Ventec International Group Limited, to Teng Hui Investment Co., Ltd.
10. Proposal to enhance the Company's business expansion in the non-CCL field and to secure key European customers and markets, by planning to acquire the drill bit business-related assets and operations of DCM Technology through its subsidiary, Ventec Central Europe GmbH.
11. Approval of the proposal for the subsidiary Ventec Electronics Corporation provide an endorsement guarantee to Ventec Electronics (HK) Company Limited. at Taiwan Cooperative Bank.
12. Amendments to the Regulations Governing the Acquisition and Disposal of Assets

Date Important resolutions adopted in board of directors meetings
2026/5/8 13. Proposal to amend the "Internal Control System – Investment Cycle" of the Company and its group subsidiaries.
14. Amendments to the Rules of Procedure for Shareholders’ Meetings
15. Proposal regarding the change of directors of the sub-subsidiaries Ventec Europe Limited and Ventec Central Europe GmbH.
16. Proposal regarding the company’s "Economic Substance Declaration Filing" and "Annual Declaration" for the British Cayman Islands.
17. Proposal concerning matters related to the 2026 Annual General Meeting of Shareholders.
18. proposal to accept shareholders' proposals and the operation process.
1. Approval of 2026 Q1 Consolidated Financial Statement.
2. Amendments to the Regulations Governing the Acquisition and Disposal of Assets.
3. Proposal regarding the Company providing endorsement guarantees to its subsidiaries Ventec Electronics Corporation and Ventec Electronics (HK) Company Limited. at CTBC Bank.
4. Approval of the proposal for the Company to provide an endorsement guarantee to its subsidiary Ventec Electronics Corporation at Taiwan Cooperative Bank.
5. The review plan of directors' compensation allocation for 2025.
6. The review plan of managers' compensation allocation and allocation of employee compensation evaluation for 2025.

3.11 Major content of any dissenting opinion by a Director or Supervisor memorialized in a record or statement thereof, on the Board's approval of important resolutions in the most recent year up to the publication date of this annual report:

On May 8, 2026, the Board of Directors amended certain provisions of the "Procedures for Acquisition and Disposal of Assets" of the Company and its subsidiaries. Independent Director Sheu, Yuan- Kuo, based on risk assessment considerations, expressed reservations regarding the authorized limit in this resolution, and such reservations have been recorded in the meeting minutes.

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4. Audit Fees

4.1 CPA fees information

Name of accounting firm Name of CPA Audit period Audit Fee Non-Audit Fee Total Remark
Deloitte & Touche Liu,Yi-Ching 2025/1/1-2025/12/31 7,900 3,348 11,248 The main non-audit public expenses are transfer pricing and business registration fees.
Chiu Cheng-Chun

4.2 If the non-audit fees paid to CPAs, accounting firms and affiliated companies of the CPA are more than one-fourth of the audit fees paid to the CPA, the amount of audit and non-audit fees and the content of non-audit services shall be disclosed: None.

4.3 Where the CPA firm was replaced, and the audit fees in the fiscal year, when there is placement was made, were less than that in the previous fiscal year before replacement, the amount of audit fees paid before/after replacement and reasons thereof shall be disclosed: None.

4.4 Where accounting fee paid for the year was more than 10% of the previous year, the sum, proportion, and cause of the reduction shall be disclosed: None.

5. Information for change of CPA:

5.1 Information of previous CPA :

Date of change 2023.11.10
Reason of change and explanation The Company appointed Deloitte Taiwan to conduct independent audit. However, due to the internal arrangement of the firm, the CPA was changed.
Explain the change due to that the appointer or the CPA has terminated or refused to accept the appointment Not applicable
Comments and reasons for issuing audit reports other than unqualified opinions within the last two years Not applicable
Disagreement with the issuer Not applicable
Other disclosures Not applicable

5.2 Information of current CPA :

Name of CPA firm Deloitte Taiwan
Name of CPA Liu,Yi-Ching、Chen,Chun-Hung
Date of appointment Approved by the Board of Directors on November10, 2023
Prior to appointment, accounting handling methods or principles for specific transactions and opinions, consultation as well as results that may be issued on financial statements Not applicable
Written opinions of the current CPA on matters with which the previous CPA disagreed Not applicable

5.3 Reply letter from the previous CPA to the 3 items in Item 1 and Item 2, Subparagraph 5, Article 10 of the Guidelines for the Preparation of Annual Reports: None.

  1. The Company's Chairman, President, Managers Responsible for Finance and Accounting who have held a position in the CPA Office or its affiliates within the latest year: No

  2. Shareholding Transferred or Pledged by Directors, Management, and Major Shareholders Who Hold 10% or More of the Company Shares:

7.1 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders

(1) Situation of equity transfer and change:

Index Path: MOPS > Single Company > Equity Change/Securities Issuance > Equity Transfer Information Query > Post-event Declaration Form for Internal Shareholders' Holding Changes,

Website: https://mops.twse.com.tw/mops/#/web/query6_1.

(2) Equity pledge change situations:

Index Path: MOPS > Single Company > Equity Change/Securities Issuance > Internal Shareholder Pledge Release/Purchase > Internal Shareholder Pledge Release/Purchase Announcement,

Website: https://mopsov.twse.com.tw/mops/web/STAMAK03_1.

7.2 Shareholding transferred: Not applicable.

7.3 Shareholding pledged: Not applicable.

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8. Information of Relationship among the Top 10 Shareholders Who Are Related, Spouses or Relatives within the Second Degree of Kinship

April20, 2026; Unit: Thousand shares; %

Name Current shareholding SPOUSE & MINOR CHILDREN'S SHAREHOLDING SHAREHOLDING IN NAME OF OTHERS Name, relationship of top ten shareholders are spouses of within 2 degrees of consanguinity to each other
Shares % Shares % Shares % Name Relat ion- ship
Alpha Victor Limited Representative: Wang, Yu-Tzu 4,090,908 5.73
CT Capital Limited Representative: : Chiu,Yi-Cheng 2,130,000 2.98
Yang,Han-Chi 1,806,936 2.53
Win Master Limited Representative: Liu,Ta-Wei 1,713,000 2.40
Prime Mission Limited Representative: Wang Jian-Guo 1,543,809 2.16
Chung,Chien-Jen 1,360,623 1.90 166,848 0.23
Ctbc Bank Co., Ltd In Custody For Ventec International Group Co., Ltd Mainland China Employees Collective 1,018,200 1.43
Li,Jin-Zong 798,000 1.12
Ctbc Bank Co., Ltd In Custody For Ventec International Group Co., Ltd Overseas Foreign Employees Collective 766,340 1.07
Young Win assets management Co., Ltd. 650,000 0.91

9、Shareholding Proportion of Ventec to Investees.
Dec 31, 2025; Unit: Thousand shares

Investees by equity method The Company's Holdings Direct and Indirect Holding of Directors and Managers Total Holdings
Shares % Shares % Shares %
VIG Samoa 46,600 100 - - 46,600 100
VIG HK 31,110 100 - - 31,110 100
VLL BVI 25 100 - - 25 100
VT HK 10 100 - - 10 100
VT TW 10,000 100 - - 10,000 100
VT UK 807 100 - - 807 100
VT DE 400 100 - - 400 100
VT TH 64,000 100 64,000 100
VT US (Note) 100 - - (Note) 100
VT SZ (Note) 100 - - (Note) 100
VT JY (Note) 100 - - (Note) 100
Tengqiang Investment (Note) 99.99 - - (Note) 99.99

Note: This is a limited company and has no shares.


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IV. CAPITAL OVERVIEW

1. Capital and Shares

1.1 Issued shares

(1) Source of capital stock

April 25, 2026; Unit: Thousand shares;

Type of Stock Authorized Share Capital Remarks
Issued outstanding shares Unissued shares Total
Registered common shares 71,434,745 428,565,255 500,000,000 -

(2) Source of capital stock

Unit: Thousand shares/ NT$ Thousands

Month /Year Par Value Authorized Capital Paid-in Capital Remarks
Shares Amount Shares Amount Sources of Capital Capital Increased by Assets other than Cash Other
2012/10 NT$10 90,000 900,000 45,000 450,000 Capitalstockat establishment
2016/2 USD 0.6667 90,000 900,000 48,430 484,306 Capitalization Bycash
2016/12 USD 0.35 90,000 900,000 51,419 514,191 Employee Stock Options
2017/3 USD 0.45 90,000 900,000 54,413 544,126 Capitalization Bycash
2017/5 USD 0.6667 90,000 900,000 56,114 561,143 Capitalization Bycash
2017/10 NT$22 90,000 900,000 58,614 586,143 Employee Stock Options
2018/10 NT$65 90,000 900,000 64,614 646,143 Capitalization by cash Note1
2019/4 NT$60 90,000 900,000 70,654 706,543 Capitalization by cash Note2
2020/9 NT$10 90,000 900,000 71,454 714,543 Issuance of New Employee Restricted Shares Note3
2023/3 NT$10 90,000 900,000 71,434 714,347 cancellation of Restricted Stock Awards
2025/6 NT$10 500,000 5,000,000 71,434 714,347 Increase the authorized share capital - -
2026/5 NT$10 500,000 5,000,000 76,552 765,522 conversion of corporate bonds

Note1: The Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng.Yi-Zi No. 1070320572 on 2018.6.4.
Note2: Taiwan Stock Exchange Co., Ltd. approved by the Order No. 1070025480 from TWSE issued on 2019.1.9.
Note3: The Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng.Yi-Zi No. 1090350538 on 2020.7.24.

(3) Information on the shelf registration system: Not applicable


1.2 Main shareholders list: list the names of shareholders holding more than 5% of shares or those with the top ten shareholdings, the amount of their shareholders and its percentile

April 20, 2026; Unit: shares

Shareholders shares Totalshares owned Ownership (%)
Alpha Victor Limited 4,090,908 5.73
CT Capital Limited 2,130,000 2.98
Yang,Han-Chi 1,806,936 2.53
Win Master Limited 1,713,000 2.40
Prime Mission Limited 1,543,809 2.16
Chung,Chien-Jen 1,360,623 1.90
Ctbc Bank Co., Ltd In Custody For Ventec International Group Co., Ltd Mainland China Employees Collective 1,018,200 1.43
Li,Jin-Zong 798,000 1.12
Ctbc Bank Co., Ltd In Custody For Ventec International Group Co., Ltd Overseas Foreign Employees Collective 766,340 1.07
Young Win assets management Co., Ltd. 650,000 0.91

1.3 Company's dividend policy and implementation status

(1)Dividend Policy:

Under the dividends policy as set forth in the Articles of Incorporation, the Company is in the growing stage where the dividend of the Company may be distributed in the form of cash dividends and/or share dividends. The Company shall take into consideration the Company's capital expenditures, future expansion plans, financial structure, funds requirements, and other plans for sustainable development needs in assessing the amount of dividends distributed by the Company. Being subjected to the laws, applicable listing rules and the Articles, and otherwise provided by the rights attached to any shares, if the Company still has a surplus at the end of the fiscal year, it will pay all relevant taxes, offset any losses (including losses of previous years and adjusted undistributed profits), set aside the statutory reserves of the remaining profits (provided that setting aside the statutory reserve does not apply if the aggregate amount of the statutory reserve amounts to the Company's total paid-in capital), and set aside any special reserve. The board may, by a resolution passed by a majority of the directors, of which two-thirds or more of the board are present, distribute not less than ten percent (10%) of the remaining balance (including the amounts reversed from the special reserve), plus accumulated undistributed profits of previous years (including adjusted undistributed profits) in part or in whole to the members as dividends/bonuses in proportion to the number of shares held by them. In addition, a report of such distribution shall be submitted to the general meeting, provided that, cash dividends


shall not be lower than ten percent (10%) of the total amount of dividends to be paid out. The Company may resolve to distribute net profits or offset losses at the end of each half of the fiscal year. When the Company still has a net profit at the end of the first half of the fiscal year, the Company shall first estimate and reserve the amount of compensation of employees, including the remuneration of directors, and then pay tax from the said profits. After offsetting losses (including losses as at the beginning of the first half of the fiscal year and any adjusted undistributed profits), the statutory reserve of the remaining profits will be set aside in accordance with the applicable listing rules (provided that the statutory reserve does not apply if the aggregate amount of the statutory reserve equals the Company's total paid-in capital). Any other special reserve will also be set aside. The board may, subject to the compliance with the percentage of distribution as set forth, resolve to distribute the remaining balance (including the amounts reversed from the special reserve) in addition to the accumulated undistributed profits at the beginning of the first half of the fiscal year (including adjusted undistributed profits). This may be in whole or in part as dividends/bonuses that are proportional to the number of shares held by them respectively pursuant to the Articles. In addition, a report of such distribution shall be submitted to the general meeting. Being subjected to the laws, the applicable listing rules and the Articles, the Company may distribute any part or all of the dividends or bonuses to the members in accordance with the preceding Articles. The Company may do so by applying the payment in full unissued shares for allocation and distribution to the members.

(2) Proposed dividend to be resolved in the upcoming General Shareholders' Meeting: The company's surplus allocation proposal for the first half year of 2025 was not allocated after the board of directors passed a resolution on August 4,2025; The Earnings Distribution Proposal for the Second Half Year of 2025 has been approved by the Board of Directors on March 16, 2026, with a cash dividend of NT$3.35 per share.

(3) If the Dividend Policy Is Expected to Change Substantially: None

1.4 Effects on business performance and EPS resulted from stock distribution proposed by Annual General Shareholders' Meeting: Not applicable.

1.5 Remunerations for employees, directors and supervisors:

(1) Quantity or scope of compensation for employees, directors, and supervisors as prescribed under the Articles of Incorporation: During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles, where the Company has annual profits at the end of a financial year, upon the approval of a majority of the Directors present at a meeting attended by at least two-thirds or more of the total number of the Directors, the Company may distribute not less than five percent (5%) and not more than ten percent (10%) of the profits for such year to the Employees as the Employees' compensation in the form of shares and/or in cash and may distribute not more than two percent (2%) hereof to the Directors as the

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Directors' compensations, provided, however, that the total amount of accumulated losses of the Company (including adjusted undistributed profits) shall be reserved from the said profits in advance, and the Company shall distribute the remaining balance thereof to the Employees and Directors in the proportion set out above. A report of such distribution of Employees' and Directors' compensations shall be submitted to the general meeting of the Company. Except otherwise set forth by the Applicable Listing Rules, any Directors' compensations shall not be paid in the form of shares. The term "annual profits" as used herein shall mean the annual profits for such year before tax without deducting the amount of compensation distributed to the Employees and Directors as prescribed in this Paragraph of this Article.

(2) Accounting treatment for the basis of estimating the amount of the employees' compensation and director's and supervisors' remuneration for this fiscal period, the basis of calculating the number of shares to be distributed as employees' compensation, and accounting handling for any discrepancy between the actual amount distributed and the estimated figures:

The Company shall calculate the remuneration of employees and directors in proportion to the net profit before tax for the current year before deducting employee and Director remuneration. If there is a change in the amounts after the annual financial statements are authorized for issue, the differences should be recorded as a change in the accounting estimate in the following year.

(3) Information on allocation of compensation approved by the Board of Directors:

(a) The amount of employee compensation and directors' and supervisors' remuneration distributed in cash or shares: The Company's Board of Directors resolved on March 16, 2026 to propose a distribution of NT$7,778 thousands (USD251 thousands) for Director remuneration and NT$35,003 thousands (USD1,128 thousands) for employee for remuneration. There is no difference between the estimated amount of compensation and that recognized for the current year.

(b) The amount of employee compensation distributed in stock and the ratio thereof to total net income after tax and total employee benefits in the current period: The Company did not propose to distribute employee stock remuneration.

(4) Actual distribution of employees, directors and supervisors' compensation in the previous year: The Company's 2024 earnings distribution proposal was approved by the shareholders' meeting on June 23, 2025, with no difference from the amount proposed by the board of directors.

1.6 Buyback of the Company stock: None.

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  1. Issuance of corporate bonds:
Type of Corporate Bonds First Domestic Unsecured Convertible Corporate Bonds Second Domestic Unsecured Convertible Corporate Bonds
Date of Issuance (Processing) January 22, 2026 February 3, 2026
Par Value (NTD) NT$100,000 per bond NT$100,000 per bond
Place of Issue and Trading Republic of China Republic of China
Issue Price (Price in NT$100) NT$100 NT$115.87
Total Amount Issued (NTD) NT$500,000,000 NT$579,358,560
Coupon Rate 0% 0%
Period 5 years 5 years
Maturity Date January 22, 2031 February 3, 2031
Guarantor Agency None None
Trustee Bank SinoPac Co., Ltd., Sinopac Trust Service Bank SinoPac Co., Ltd., Sinopac Trust Service
Underwriting Institution SinoPac Securities Corporation SinoPac Securities Corporation
Certified Lawyer N/A N/A
CPA N/A N/A
Repayment Method Except for the bondholders converting the bonds into the Company's ordinary shares in accordance with Article 10 of these Regulations, or exercising the put right in accordance with Article 19 of these Regulations, or the Company redeeming the bonds in advance in accordance with Article 18 of these Regulations, or the Company purchasing and canceling the bonds through a securities firm, the Company will make repayment to the bondholders in cash at par value within 10 business days after the maturity date of these convertible bonds. If the aforementioned date falls on a day when the securities trading market is closed, it will be postponed to the next trading day.
Outstanding Principal (NTD) NT$500 million NT$500 million
Terms of Redemption or Early Repayment (I) From the day following the third month after the issuance of these convertible corporate bonds (April 23, 2026) to 40 days prior to the expiration of the issuance period (December 13, 2030), if the closing price (I) From the day following the third month after the issuance of these convertible corporate bonds (May 4, 2026) to 40 days prior to the expiration of the issuance period (December 25, 2030), if the closing price

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Type of Corporate Bonds First Domestic Unsecured Convertible Corporate Bonds Second Domestic Unsecured Convertible Corporate Bonds
of the Company's common stock exceeds the conversion price then by 30% (inclusive) for 30 consecutive trading days, the Company may, within the following 30 trading days, send a Notice of Early Redemption by registered mail to the bondholders (based on the list of bondholders on the fifth trading day prior to the date of sending the Notice of Early Redemption; for bondholders who subsequently acquired these convertible corporate bonds through trading or other methods, the notice shall be issued by public announcement). The redemption price shall be the par value of these bonds, and all bonds shall be redeemed in cash. The Company shall also request the Taipei Exchange in writing to issue a public announcement. The Company shall execute the redemption request and redeem its outstanding convertible bonds in cash at par value within seven business days after the bond redemption record date. (II) If, from the day following the third month after the issuance of these convertible corporate of the Company's common stock exceeds the conversion price then by 30% (inclusive) for 30 consecutive trading days, the Company may, within the following 30 trading days, send a Notice of Early Redemption by registered mail to the bondholders (based on the list of bondholders on the fifth trading day prior to the date of sending the Notice of Early Redemption; for bondholders who subsequently acquired these convertible corporate bonds through trading or other methods, the notice shall be issued by public announcement). The redemption price shall be the par value of these bonds, and all bonds shall be redeemed in cash. The Company shall also request the Taipei Exchange in writing to issue a public announcement. The Company shall execute the redemption request and redeem its outstanding convertible bonds in cash at par value within seven business days after the bond redemption record date. (II) If, from the day following the third month

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Type of Corporate Bonds First Domestic Unsecured Convertible Corporate Bonds Second Domestic Unsecured Convertible Corporate Bonds
bonds (April 23, 2026) to 40 days before the expiration of the issuance period (December 13, 2030), the outstanding balance of these convertible corporate bonds is less than 10% of the original total issuance amount, the Company may, at any time thereafter, send a Notice of Early Redemption expiring in 30 days by registered mail (the aforementioned period shall be calculated from the sending date of the notice, and the expiration date of the period shall be the bond redemption record date; the aforementioned period shall not fall within the suspension period of conversion as provided in Article 9) to the bondholders (based on the list of bondholders on the fifth trading day prior to the date of sending the Notice of Early Redemption; for bondholders who subsequently acquired these convertible corporate bonds through trading or other methods, the notice shall be issued by public announcement). The redemption price shall be the par value of these after the issuance of these convertible corporate bonds (May 4, 2026) to 40 days before the expiration of the issuance period (December 25, 2030), the outstanding balance of these convertible corporate bonds is less than 10% of the original total issuance amount, the Company may, at any time thereafter, send a Notice of Early Redemption expiring in 30 days by registered mail (the aforementioned period shall be calculated from the sending date of the notice, and the expiration date of the period shall be the bond redemption record date; the aforementioned period shall not fall within the suspension period of conversion as provided in Article 9) to the bondholders (based on the list of bondholders on the fifth trading day prior to the date of sending the Notice of Early Redemption; for bondholders who subsequently acquired these convertible corporate bonds through trading or other methods, the notice shall be issued by public announcement). The redemption price shall

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Type of Corporate Bonds First Domestic Unsecured Convertible Corporate Bonds Second Domestic Unsecured Convertible Corporate Bonds
bonds, and all bonds shall be redeemed in cash. The Company shall also request the Taipei Exchange in writing to issue a public announcement regarding the exercise of the Company's redemption right. The Company shall execute the redemption request and redeem its outstanding convertible bonds in cash at par value within seven business days after the bond redemption record date.
(III) If a bondholder fails to provide a written reply to the Company's stock transfer agency before the bond redemption record date stated in the Notice of Early Redemption (effective upon delivery, or the postmark date for mailed items), the Company shall redeem the convertible bonds in cash at par value within seven business days after the bond redemption record date.
(IV) If the Company executes the redemption request, the deadline for bondholders to request conversion will be the following business day after the date on which the over-the-counter trading of these convertible corporate bonds ceases. be the par value of these bonds, and all bonds shall be redeemed in cash. The Company shall also request the Taipei Exchange in writing to issue a public announcement regarding the exercise of the Company's redemption right. The Company shall execute the redemption request and redeem its outstanding convertible bonds in cash at par value within seven business days after the bond redemption record date.
(III) If a bondholder fails to provide a written reply to the Company's stock transfer agency before the bond redemption record date stated in the Notice of Early Redemption (effective upon delivery, or the postmark date for mailed items), the Company shall redeem the convertible bonds in cash at par value within seven business days after the bond redemption record date.
(IV) If the Company executes the redemption request, the deadline for bondholders to request conversion will be the following business day after the date on which the over-the-counter

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Type of Corporate Bonds First Domestic Unsecured Convertible Corporate Bonds Second Domestic Unsecured Convertible Corporate Bonds
trading of these convertible corporate bonds ceases.
Restrictive Clauses None
Names of Credit Rating Agency, Rating Date, Rating of Corporate Bonds N/A N/A
Other Rights Attached Amount converted (exchanged or subscribed) to ordinary shares, GDRs, or other negotiable securities up to the date of annual report publication As of the printing date of the annual report, the amount of ordinary shares converted amounted to NT$ 348,800,000. As of the printing date of the annual report, the amount of ordinary shares converted amounted to NT$ 355,500,000.
Issuance and Conversion (Exchange or Subscription) Regulations Please see the prospectus on the Market Observation Post System. Please see the prospectus on the Market Observation Post System.
Issuance and Conversion, Exchange or Subscription Regulations, Potential Dilution Caused by Issuance Conditions, and Effect on Shareholders' Equity Since convertible corporate bonds are a debt-like financing method, there is no dilution of the company's equity before the creditors request conversion. Moreover, during the conversion period, creditors will choose a more favorable time to convert. Therefore, the dilution effect on equity is deferred, and it will not immediately impact the company's control or earnings per share (EPS).
Name of Custodial Institution N/A N/A

Information on Convertible Corporate Bond:

Type of Corporate Bonds First Domestic Unsecured Convertible Corporate Bonds Second Domestic Unsecured Convertible Corporate Bonds
Year / Item 2025 As of the date of publication 2025 As of the date of publication
Market Price of Convertible Corporate Bonds (NTD) Highest - 250.00 - 253.00
Lowest - 101.00 - 100.00
Average - 132.34 - 142.59
Conversion Price (NTD) - 93.40 93.40 90.50

Date of Issuance and Conversion Price Date of Issue: January 22, 2026 Conversion Price at Issuance: NT$96.0 Date of Issue: February 3, 2026 Conversion Price at Issuance: NT$93.0
Method for Fulfilling Conversion Obligation (I) A bondholder shall fill out the Application for Book-Entry Conversion/Redemption/Resale of Convertible Corporate Bonds (specifying conversion) and submit to their original securities firm. The securities firm shall then forward the application to the Taiwan Depository and Clearing Corporation (TDCC). Upon acceptance of the application, the TDCC shall notify the Company's stock transfer agency electronically. The conversion shall take effect upon delivery and may not be revoked. The conversion procedures shall be completed within five business days after delivery, and the Company's common stock shall be directly transferred to the bondholder's TDCC account.
(II) When an overseas Chinese and a foreigner applies to convert his or her holding of these convertible corporate bonds into ordinary shares of the Company, the TDCC will handle the conversion through the book entry-transfer method.

3、Preferred Stock issued: None.
4、Issuance of Overseas Depository Receipts: None.
5、Employee Stock Options: None.
6、Employee Restricted Stock Option: None.
7、Issuance of New Shares in Connection with the Merger or Acquisition: None.
8、Financing plans and implementation:

The information has been announced and declared on the information reporting website designated by the FSC. Related information can be found on the Market Observation Post System: Market Observation Post System > Individual Company > Equity Changes/Securities Issuance > Fundraising > Execution of Fundraising Plan (https://mopsov.twse.com.tw/mops/web/bfhtm_q2).


V、Operational Highlights

1、Business Activities

1.1. Business scope

(1) Core business activities

The Company and its subsidiaries, collectively referred to as the "Group", mainly engages in the research and development, production and sale of copper clad laminate (CCL), aluminium-backed laminate (IMS) and prepreg.

(2) Revenue by products in 2024 and 2025

Unit:NT$ thousands: %

Category 2024 2025
Revenue Percentage of revenue Revenue Percentage of revenue
Copper Clad Laminates 1,534,129 36.29 1,605,925 37.66
InsulatedMetal Substrate 1,334,044 31.56 1,171,998 27.48
Prepregs 835,357 19.75 819,822 19.22
Others 524,092 12.40 666,980 15.64
Total 4,227,622 100.00 4,264,725 100.00

(3)The company's current commodity project

A.Copper clad laminate for double sided PCB
B.Copper clad laminate and prepreg for Multi-layer PCB.
C.Insulated Metal Substrate.
D.Polyimide Materials

(4)New products planned to be developed

(a) In response to era of AI infrastructure construction and data center applications, the Company will continue to promote high-frequency, high-speed materials, and meet various special materials, precision, light, thin, and small application requirements to exploit the massive and promising business opportunities in the future.
(b) With the ubiquity of high-speed AI computation, industrial applications and green energy, the Company will promote multi-layer mixed high-end cooling materials with thermal conductivity of 9.0 and above, and cooling films of different grades to widen the lead of cooling materials.
(c) Actively intervene in semiconductor testing technology, move toward new material technology for probe boards that cannot be touched by probes, expand the market for applications using the Company's products, and continue to maintain advantages in the field of display technology applications.


(d) Continue to optimize ultra-high frequency applications used in aerospace radars, autonomous driving, and automotive radar applications to welcome the era of autonomous driving.

(e) With geopolitical conflicts escalating and showing no signs of abating, the global landscape is extremely unstable. Countries are continuously increasing their investment in military weapons. Therefore, the Company needs to focus more on product research, development and accreditation for defense and aerospace applications.

1.2. Industry Overview

(1) Current industry trends and future outlook

A. Global economic development

According to the update of the World Economic Outlook released by the International Monetary Fund (IMF) in January 2026, the IMF raised its forecast for global economic growth in 2026 to 3.3%. The IMF noted that although trade frictions and geopolitical risks remain significant disruptive factors in the global economic environment, companies have gradually strengthened their ability to adapt to tariffs and policy uncertainty amid ongoing supply chain restructuring and regionalization. Meanwhile, the AI (artificial intelligence) investment boom continues to expand, serving as a key driver underpinning capital expenditure and technology demand, enabling the global economy to demonstrate greater resilience than expected. However, the IMF also warned that if an AI investment bubble were to burst, or if inflationary pressures were to heat up again, combined with escalating and highly uncertain geopolitical and trade conflicts and unstable shipping flows—and even though exports and manufacturing activity across countries are still in expansionary territory, uncertainty over energy supply persists—all of these could weigh on the momentum of global economic recovery, thereby affecting global economic growth and development.

B. Electronic products

(A) Global consumer electronics industry

According to research by the Taiwan Printed Circuit Association (TPCA), in 2025, despite uncertainties such as U.S. tariff policies, exchange rate fluctuations, and geopolitical tensions affecting the global PCB industry, the industry still achieved significant growth, driven by continuously expanding demand for AI server-related applications and a gradual recovery in the mobile phone and PC markets. Global PCB output value in 2025 is estimated at approximately US$92.3 billion, representing a year-on-year growth rate of 15%. Among this, AI servers and high-performance computing have officially emerged as the industry's core growth drivers. Strong demand for high-layer-count (HLC) boards, HDI boards, and IC substrates is accelerating product specifications and materials toward higher layer counts and

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lower loss, pushing the high-end application market into an upward trajectory of "simultaneous growth in both volume and price" and continuously optimizing the product mix toward higher added value. Looking ahead to 2026, the global PCB annual growth rate is projected to be around 13.9%, with growth momentum still primarily coming from the continued expansion of AI infrastructure, driving demand for AI servers and high-performance computing (HPC) to new heights.

According to statistics, the global electronics product shipment value is expected to achieve a compound annual growth rate (CAGR) of 7% through 2027. Within this, servers, automotive electronics, and industrial electronics will continue to grow, driven by AI. Meanwhile, the consumer electronics market will also expand alongside the rapid increase in global internet penetration, especially in developing countries. Furthermore, growth in the consumer electronics industry is supported by two additional factors: continuous R&D investment by market participants to develop new products, and the rising penetration of smartphones and smart home appliances. The aforementioned AI-related applications will further drive the upgrade and value enhancement of high-end PCB materials, and with the increase in innovative applications, they are expected to bring new growth momentum to electronic products.

(B) Global automotive electronics industry

In the global electric vehicle market, the international carbon neutrality trend, along with driving forces such as global warming, carbon emission targets, favorable policies, and the development of intelligent, connected, and electrified vehicles, is fueling growth. The share of automotive electronics in the production cost of each vehicle is forecast to reach half, with the value of automotive electronic systems continuing to rise. According to research by the Taiwan Printed Circuit Association (TPCA), looking ahead to 2026, electric vehicles will remain the main growth engine of the global automotive industry, but the pace of growth will continue to slow. In terms of regional markets, after a period of rapid expansion, Mainland China is facing the potential risk of supply growth outpacing demand recovery. Local fiscal pressures may affect the continuity of subsidy policies, and with increasingly fierce price competition, the profitability of the entire industry chain will be put to the test. In the European and American markets, the push for electrification is relatively decelerating, and many governments have postponed their timelines for full electrification. Overall, it is estimated that the global automotive market will see modest growth of 1% in 2026, while electric vehicles can still sustain an annual growth rate of 10%. In addition, according to estimates by SEMI, the global automotive electronics market will surpass US$400 billion by 2028, with a compound annual growth rate (CAGR) close to 8%, with demand growth being most pronounced in vehicle electrification and advanced

127


driver assistance systems (ADAS). The main drivers of market growth include rising demand for advanced automotive safety features, the accelerating transition to electric and hybrid vehicles, and the increasing popularity of connected vehicles and the Internet of Things (IoT). As the trend of automotive electronification continues to unfold, the growing number of automotive electronic products is driving an increase in the use of automotive circuit boards, which will serve as an important favorable factor for the future output value of the global circuit board industry.

(C) LED-related industries

According to the latest report analysis by TrendForce, the global LED lighting market, having weathered external macroeconomic volatility and demand adjustments, will enter a critical transitional period from decline to stability in 2026. As terminal inventories return to healthy levels, the annual market decline is expected to narrow significantly, with overall demand gradually returning to its baseline. More importantly, the competitive focus of the lighting industry is undergoing a profound qualitative shift, moving from product price battles toward the enhancement of application scenario value and system integration capabilities.

In the general lighting market, industrial and outdoor applications serve as the primary supporting drivers. Among these, industrial lighting, fueled by investments in defense, aerospace, nuclear power, liquefied natural gas (LNG), and strategic resources, demonstrates strong growth potential and will become the core growth engine in 2026. Additionally, the accelerated construction of AI data centers is driving demand for energy infrastructure lighting. In outdoor lighting, replacement demand is continuously propelled by aging infrastructure renewal and tunnel lighting standard upgrades, while sports and entertainment venue lighting, as well as smart and energy-saving solutions, are also providing new incremental growth.

On the other hand, compared with traditional LED displays, Mini/Micro LED technology offers higher resolution, lower power consumption, and longer lifespan, and has become a key development direction for the LED display industry. As this technology advances significantly, the Micro/Mini LED market continues to grow accordingly. TrendForce believes that by 2028, the market size is expected to exceed US$1.2 billion, with a compound annual growth rate (CAGR) of approximately 6.5%. This growth is primarily driven by continuous advancements in LED display technology, particularly improvements in brightness, color accuracy, and viewing angle.

From the perspective of LED lighting products, increased investments in infrastructure, municipal sports, and cultural and entertainment sectors, along with the growing number of electric vehicle charging installations, will create opportunities to reconfigure outdoor lighting. This is expected to continue driving the growth of outdoor lighting products, including LED street lights, LED floodlights, and LED parking lot lights. In automotive lighting and displays, the penetration rate of new energy vehicles will rise as automakers stimulate sales through price reductions. With the dual growth momentum of increasing vehicle market shipments and rising LED

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lighting penetration, the global automotive LED market value is projected to continue growing in the future.

(D) Defense and Aerospace Industries

Against the backdrop of geopolitical conflicts such as Russia's invasion of Ukraine in recent years, coupled with intensifying competition among global powers, the global defense and aerospace industries are benefiting from heightened geopolitical risks, record-high defense budgets across various countries, and the post-pandemic recovery of the civil aviation market, ushering in structural long-term growth. Many countries have significantly increased their demand for defense and aerospace electronic systems, and this expansion in demand is directly driving the application of high-frequency, high-reliability, and high-thermal-resistance electronic materials. Furthermore, according to data released by the Stockholm International Peace Research Institute (SIPRI), all of the 15 countries with the highest military expenditure in the world increased their spending in 2024. The global military burden, i.e., military expenditure as a share of global gross domestic product (GDP), rose to $2.5\%$ in 2024, marking ten consecutive years of growth.

(2) Connections among the industry upstream, midstream and downstream

Upstream Midstream Downstream
Glass Fabric Copper clad laminate Typeof Electronic Products
Epoxy resin Mobile phone Computer HomeAppliance Car
PN resin Rigid PCB, flex PCB, IC substrate PCB Communication Aerospace Medical treatment
copper foil
PI resin PCBassembly processing and related manufacturing Entertainment Traffic Food
Production process and testing equipment

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A. Upstream

Upstream products can be divided into the following categories:

Reinforcing materials including insulating paper, glass fiber mat, glass fiber yarn, and glass fabric supplied by Nanya and Taiwan Glass, the two largest glass fabric manufacturers in the world. Conductive materials including oxygen-free copper balls, electrodeposited copper foil, and rolled copper foil mainly supplied by Japanese and US manufacturers due to the location of copper deposits and technological requirements in the fields of electrodeposition, rolling, and surface treatment. Taiwanese suppliers include Nanya and Chang Chun, which are ranked among the five largest copper foil manufacturers worldwide. Binding materials including phenolic resin, epoxy resin, and polytetrafluoroethylene resin are mainly imported. Due to high requirements in the field of heat resistance, wear resistance, and insulation, US, Japanese, and Korean chemical manufacturers have a combined market share of 90%.

B. Midstream

Midstream products such as Copper Clad Laminate are key base materials for the manufacture of printed circuit boards. The manufacturing process is composed of adhesive mixing and compounding by utilizing solvents, curing agents, accelerating agents, and resin followed by the creation of film through maceration of reinforcing materials such as glass fabric. After inspection procedures, the film is cut and overlaid before copper foil is added. Finally, CCL is created through heat pressing, trimming, testing, and cutting. Based on base material properties, CCL can be divided into the following four categories: paper-based substrate, composite substrate glass/epoxy substrate, and flexible substrate.

PCB can be divided into the following three categories: Rigid PCB, Flexible PCB, and IC Substrate. Rigid PCBs are used for TVs, digital video recorders, telephones, fax machines, computers, and notebook computers. Flexible PCB application include smartphones, digital cameras, notebook computers, LCD panels, and touch panels. IC substrate is utilized for logic chips, chipsets, graphics chips, DRAM and flash memory.

C. Downstream

Various electronics products including IT, communication, and consumer products such as TVs, digital video recorders, computer peripherals, fax machines, notebook computers, tablet computers, smart handheld devices, communication and network equipment, and smart wearable devices which are currently the hottest products on the market represent the main downstream applications of PCB.

The importance of flexible substrate is constantly increasing because it is more and more frequently adopted for hi-tech products. Due to rising environmental awareness, relevant laws and regulations and restrictions on hazardous substances in electronics products have been formulated. In recent years, manufacturers in different countries


have therefore been firmly committed to the development of halogen-free and lead-free eco-friendly substrates. In line with the pursuit of lightness and thinness in the field of electronics products, the demand for High Density Interconnect (HDI) is rapidly increasing. HDI is currently mainly utilized for smart handheld devices including smartphones and tablets. Other applications include high layer count and COB substrates for notebook computers, high-end computers, network communications, and peripherals.

(3) Various product development trends

CCL is a base material for PCBs. Its price is closely related to upstream materials such as electrodeposited copper foil, glass fabric, and epoxy resin. Despite a stable recovery of copper prices in recent years, the CCL market is gradually moving back from a buyer's market to a seller's market, which forces CCL manufacturers to raise their prices to reflect rising costs. In line with current trends such as shrinking size, rising power requirements, multifunctionality, and eco-friendliness in the electronics product industry, R&D efforts focus on high-density, multi-layered, rigid-flex, and eco-friendly substrates to generate growth momentum.

A. High-frequency substrates

High frequency is defined as frequencies of 1GHz or above. Products below 10GHz still employ glass fiber reinforced epoxy laminate FR-4 substrates due to cost considerations. However, products that exceed 10GHz, have higher requirements in the field of low-k. Due to its superior electric, hydro, and frequency properties, PTFE is the ideal material for substrates. It is utilized to develop high-frequency, highly reliable, and low-consumption PTFE substrates.

B. Heat resistance and conductivity

Due to the latest trends such as gradual miniaturization and gradually rising performance in the electronics product market, adequate heat dissipation functions are required to handle the thermal energy generated during high-performance operations. Silicon interposers can provide superior CTE (coefficient of thermal expansion) values, offering outstanding heat resistance and insulation properties. Glass-based substrates represent another enhancement option in line with cost considerations. In addition, ceramic substrates are also applied in heat generating products such as LED. They are characterized by superior CTE values and heat resistance capabilities compared to aluminum substrate.

C. Eco-friendly materials

Glass fiber reinforced epoxy laminate FR-4 substrates which were widely used in the past are characterized by low prices and processing convenience. However, their base materials and chemical agents contain lead and halogen. Lead is added to increase heat resistance in original processes. Lead-free welding materials which are capable of withstanding high-heat environments during assembly represent a significant

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improvement. Halogen provides flame resistance properties. Halogen-free materials are adopted as a substitute for the original flame resisting agents. In addition, phosphorous epoxy resin is used as a replacement for bromide epoxy resin.

D. Polyimide (PI) Adhesive-Based Materials

This series of products is primarily applied in defense, aerospace, and rigid-flex boards. The polyimide product series meets the demands of defense and aerospace electronics for materials that are "resistant to high temperatures, resistant to stress, and dimensionally stable," and demand in this application field is expected to continue expanding.

E. Adhesive Film Products: RCC and RCF

RCC and RCF offer the advantages of consistent properties, sufficient adhesive volume, and the flexibility to adjust dimensions as required. They can be produced in small volumes or with flexible manufacturing through small-scale coating equipment, aligning with the future electronics industry trend toward low-volume, high-mix, and customization. With high technical barriers in the manufacturing process, these products can be widely applied in multiple high-end process fields, including semiconductor embedding, thick copper gap-filling to reduce electrical interference, high thermal conduction and heat dissipation, inner layer black shielding, and protection for thin passive component mounting.

(4) Competitive status

Amid global political and economic policy uncertainty and escalating protectionist measures, trade frictions have intensified, leading to heightened tensions. Investment across all sectors, except for AI-related applications, has declined. The emergence of two separate supply chains centered around China and the United States has undermined market efficiency, distorted trade flows, severely disrupted global supply chain configurations, and increased operational difficulties for businesses. This has resulted in an uneven impact across countries and industries, in turn affecting global economic growth and development. According to research by the Taiwan Printed Circuit Association (TPCA), the future outlook for global PCB demand can still be viewed positively. The rapid advancement of AI technology is driving the growth of the AI server market, continuously increasing the demand for high-frequency and high-speed materials, which provides solid support for the industry. Additionally, the ongoing upgrading of end-product specifications is the reason why PCB output value performance remains significantly stronger than the trends in end-market demand. Looking ahead, even in the face of challenges such as geopolitical tensions and macroeconomic structural issues, growth in high-performance computing (HPC), 5G, automotive electronics, and low-earth-orbit (LEO) satellites remains robust. The output value of the PCB manufacturing industry is expected to maintain steady growth.

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As an upstream material supplier in the industry, the company is actively developing the Asian market, with its sales focus on low-volume, high-mix products for consumer and automotive applications that demand specialized technology and quality. The company is also expanding its overseas presence by establishing sales offices and service centers in Europe and the United States, and building a sales and end-product certification team (OEM team) to secure long-term reliability certifications for high-end products across various regions. Leveraging its advantages in flexible production and delivery, along with higher product reliability compared to its peers, the company continuously innovates in formulations and coating processes to meet the product and technical demands of the market and its customers.

With a strategy rooted in Asia and a balanced global development approach, the company enjoys a relatively well-balanced mix of order sources. As the development of specialty materials has achieved success and certifications and orders continue to increase, the company's production and sales are poised for sustainable growth. The company's business philosophy does not prioritize high growth in overall shipment volume; instead, it focuses resources on high-margin products, including aluminum-based substrates, defense and aerospace products, high-frequency and high-speed products, IC substrates and packaging/testing products, and low-volume, high-mix products for the European and American markets. Driven by the continuous shipment growth of aluminum-based substrates and defense/aerospace products, as well as the recognition gained in semiconductors and high-end ultra-multilayer high-frequency products, the company's order sources will become even more evenly diversified and expanded.

1.3. Technology and R&D Overview

(1) Technological arrangement in business operations and R&D

Since its inception, the Company's R&D efforts have always focused on the pursuit of high quality, high reliability, high frequency, and eco-friendliness. In the following years, the company developed lead-free and halogen-free eco-friendly metal substrates characterized by high thermal conductivity (7.0W/mK) for high-power LED applications and ultra-low Dk (Dk 3.0) halogen-free materials for next-generation smartphones. The goal is to develop higher quality products that meet the demands of downstream PCB manufacturers.

Developed high Dk hydrocarbon laminate for RF microwave application, no-flow prepreg with ultra low loss signal integrity for high-speed Rigid-Flex PCB application, resin coated copper material with low CTE performance, halogen-free material with high CTI and MOT performance for high voltage platform of new energy vehicles and film material for passive components application.

Polyimide-based adhesive materials meet the demands of military/aerospace electronics for high temperature resistance, stress resistance, and dimensional stability. The application requirements in this field are expected to continue expanding. Related material-derived

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products have received high recognition from major international defense contractors such as Lockheed Martin, Boeing, Airbus, Northrop Grumman, Raytheon, BAE Systems, and Thales Group, and have obtained AS9100 aerospace certification from multiple countries.

The adhesive film products RCC and RCF offer advantages such as single property characteristics, sufficient adhesive content, and flexible size adjustment according to requirements. They can be produced in small or flexible batches using small-scale coating equipment, aligning with the future trend of small-volume, diversified, and customized production in the electronics industry. The manufacturing process for these products involves high technical barriers, which not only fits the company's consistent flexible and precision-oriented operational model but also helps increase product added value. The material application products have achieved clear market differentiation from competitors, consolidating technological leadership. They can be widely used in high-end process areas such as semiconductor embedding, thick copper gap filling to reduce electrical interference, high thermal conductivity guidance, inner-layer black masking, and thin-film passive component mounting and protection.

(2) Technology and R&D employee Information in the Recent Four Years and as of the Date of the Publication of the Annual Report

Unit: persons

Education background 2023 2024 2025 2026/3/31
Ph.D. 0 0 0 0
Master 1 1 1 1
Bachelor 40 37 34 37
Below high school 42 43 45 45
Total 83 81 80 83

(3)Research and development in the Recent Five Years

Unit:NT$ thousands

Item 2021 2022 2023 2024 2025
Research and development expenses 237,653 235,334 239,708 319,810 240,457
Net Revenue 7,667,219 5,612,825 4,740,441 4,227,622 4,264,725
Research and development expenses /Net Revenue Ratio(%) 3.10% 4.19% 5.06% 7.56% 5.64%

(4) Successfully developed technologies or products in the Recent Five Years:

Year Major research and development results
2020 1. Developed substrate.2. Developed high thermal conductive metal base laminate.3. Developed high thermal conductive metal base laminate with ultra-thin and ultra-low thermal resistance.4. Developed ceramic filled PTFE composites with DK6.15 & 10.2.5. Developed hydrocarbon composites with Dk 10.2 .6. Developed halogen-free material with ultra low loss and high reliability for server and communication application.
2021 1. Expand the high-speed product series, such as high-speed products for antenna, server and package test application.2. Expand the PTFE product series, developed PTFE composites with DK2.94.3. Developed super white material with resistance to high heat and yellow degeneration for LED package application.
2022 1. Developed halogen-free Ultra low loss product for high speed digital application.2. Developed halogen-free ultra low loss substrate for package application.3. Developed bond film for high frequency mm-wave and multi-layer PCB application.
2023 1. Developed high Dk hydrocarbon laminate for RF microwave application.2. Developed no-flow prepreg with ultra low loss signal integrity for high-speedRigid-Flex PCB application.3. Developed resin coated copper material with low CTE performance.4. Developed halogen-free material with high CTI and MOT performance for high voltage platform of new energy vehicles.5. Developed film material for passive components application.
2024 1. Developed ultrathinresin coated copper material with low CTE and ow loss performance.2. Developed halogen-free film materialwithhigh thermal conductive performance.3. Developed halogen-free film materialwithhigh thermal conductiveand low loss performance.4. Developed low loss film material for RF microwave application.5. Developed Low CTE extremely low loss material for HDI Anylayer designs.
2025 1. Developed environmentally friendly material with halogen-free and phosphorus-free properties suitable for the Swedish regulation.2. Developedaultra-high thermal conductivity metal base laminates for high heat dissipation module applications.3. Developedhalogen-free thin film with high-thermal-conductivity, high-MOT.4. Developed extremely low-loss materials suitable for 224Gbps/lane.5. Developed low-loss thin-film suitable for the 224Gbps RFmicrowave field.6. Expanded the PTFE product series, developed ultra-low loss PTFE materials.

1.4. Long and short term operational development plans

(1) short term operational development plan

A. Design, research and development

(A) Improvement of product and customer structure to enhance profitability and reduce competitive pressures
(B) Active development of new markets and customers to spread risks
(C) Establishment of long-term partnerships with customers and suppliers

B. Manufacturing and production

(A) Implementation of quality policies characterized by constant improvements
(B) Continued enhancement of the efficiency and productivity of employee teamwork

C. Finances

Capital needs are met through capital increase or bank loans in line with business expansion requirements under the condition that profitability remains unaffected.

(2) Long-term operational development plan

A. Marketing operations

(A) By allocating production capacity properly, and exploiting favorable business opportunities presented by the rapid growth of AI applications and the shortage of raw materials, the Company can promote the widespread use of energy-efficient products in terminal equipment, allowing them to embark on a similarly rapid growth trajectory.
(B) Diversify the development of product application fields, and engage in product innovation, including the insulation protection of various passive components and ground breaking development of new products for public welfare, allowing the Company's development become more balanced and making opportunities and profits more stable.
(C) Continue to improve the quality policy, increase investment in automation and smart manufacturing, and reduce costs. Continue to improve the efficiency and productivity of teamwork, and stabilize the special production mode of large variety in small quantities.
(D) Complete the Thailand plant and leverage its location, regional policies, and industrial cluster advantages to solidify the Company's competitive position in the global electronic materials market so as to realize its long-term development strategy of cross-regional production and customer supply chain diversification.

B. Manufacturing and production Cooperation with international manufacturers to improve technology standards

C. Finances

(A) Optimal utilization of financing tools available on capital markets for the acquisition of cheaper funding and financial resources for business operations
(B) Utilization of financial management tools in pursuit of capital utilization efficiency and added value while upholding the principle of sound financial policies.

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2. Overview of the Market, Production and Sales Analysis

2.1. Market Analysis

(1) Main products (services) marketing (provision) areas

Within the most recent two years, the Company's main marketing areas were China, America, and Europe. The sales ratios for these regions are shown in the table below:

Unit: NT$ thousands;%

Year Area 2024 2025
Amount Percentage(%) Amount Percentage(%)
Asia 3,143,002 74.34 3,075,945 72.13
Europe 786,204 18.60 824,919 19.34
America 298,416 7.06 363,861 8.53
Total 4,227,622 100.00 4,264,725 100.00

(2) Market Share

According to the current statistical data, the market share of the global copper foil substrate ranks, Major manufacturers include Kingboard Chemical (14%), Sansei Technology (12%), Nanya Plastics (12%), Panasonic(8%), Elite Material Co., Ltd. (6%), ITEQ CORPORATION(6%), Isola (3%), Doosan(4%), and Taiwan Union Technology Corporation (4%). The company's market share is about 2%. Taiwan, South Korea, China and other manufacturers of main products in the copper foil substrate low-end market, low-cost market are the main sources of growth in mainland China manufacturers, and high-end market is still dominated by Europe, America, Japan and other enterprises, such as advanced automotive electronics with CCL, communications in the field of high speed, IC encapsulation with CCL, high-order FPC with the FCCL etc.

(3) Future market demand and supply status and growth characteristics

According to data from the Taiwan Printed Circuit Association (TPCA), the global PCB industry is primarily dominated by manufacturers from Taiwan, mainland China, Japan, South Korea, and a small number of European and American companies. This is largely driven by the vigorous development of the global technology electronics industry under the influence of AI infrastructure, vehicle electrification, and geopolitical factors. Expanded investments by PCB manufacturers are fueling equipment business opportunities, and the growth rate of Taiwan's PCB industry chain is expected to continue rising. Driven by AI servers and high-performance computing, the global PCB output value is estimated to reach US$92.3 billion in 2025, with a growth rate of approximately 13.9% in 2026, while demand for high-end materials climbs in tandem. In automotive electronics, electric vehicles remain the primary growth engine, albeit with slowing momentum. The market size is projected to exceed US$400 billion by 2028. The increasing use of automotive PCBs driven by ADAS and connected vehicles will lead to rapid growth for thermal aluminum substrates in applications such as


electric vehicle control systems and on-board battery chargers.

The LED lighting market is set to shift from decline to stability in 2026, with competition pivoting toward application scenario value. The Mini/Micro LED market is expected to surpass US$1.2 billion by 2028, and automotive lighting is also benefiting from the growth of new energy vehicles.

The military and aerospace industries are seeing long-term growth fueled by geopolitical conflicts and expanding defense budgets, driving demand for high-frequency and high-reliability electronic materials.

(4) Competitive niche

A. Outstanding technological innovation capabilities

Since its founding, the Company has positioned itself as a specialized manufacturer of high-unit-price, high-difficulty FR-4 grade copper clad laminates, with a strong emphasis on independent R&D capabilities. A dedicated R&D department has been established to focus on process technology development, process improvements, and the innovative development of new products. To date, intellectual property has become a key capability for driving innovation and excellence. In 2025, the Company filed six patent applications covering applications in passive components and thermal management metal products, bringing the total number of granted patents held to 44.

The Company has designed a reward system for products or patents that receive national awards or meet product development objectives and deliver tangible benefits to the Company. This system encourages employees to contribute to the Company's success, pursue continuous advancement in their professional fields, and foster a culture of professional exchange and an innovation cycle within the organization. By enhancing technology, staying attuned to market demand, and leveraging a diverse product portfolio, the Company introduces products that align with market trends and meet customer needs, thereby increasing its added value while widening the competitive gap with other industry players.

B. Stable quality and conformity to international standards

In addition to a firm commitment to the development of new products, the Company also insists on top quality. The QA Department, which is directly subordinate to the GM, is responsible for product quality inspections, testing, control, and assurance. Effective quality control helps decrease attrition rates and enhance competitiveness. The specifications of CCL produced by the Company conform to numerous international norms and standards. The Company also continues its efforts in the acquisition of mid-tier certifications. With a view to long-term development, the Company is also actively searching for opportunities to develop diversified products in

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cooperation with other companies and aims to venture into the manufacture of other electronic materials.

C. Complete sales channels and considerate customer services

In view of the fact that downstream PCB manufacturers successively set up plants in China, expansion into overseas markets is imperative. As a result of deployment over many years, the Company has complete sales platforms in place in America, the UK, and Germany and has thereby gained the ability to meet the delivery time requirements of its customers, save shipping costs, and provide considerate customer services and localized supply networks. In addition to a real-time grasp of market information as a reference for procurement and manufacturing decisions, the Company gets an opportunity to build close partnerships with its clients and thereby increase its market share and create a rising sales volume.

D. Professional management team

The Company was founded over a decade ago and its management team has accumulated extensive experience in this industry and possesses wide expertise and rich practical experience in different professional fields. By relying on a clear organizational structure and sharp observation of market trends, the management level effectively integrates resources of all departments and ensures step-by-step execution of R&D, manufacturing, and sales operations according to plan. Due to a tacit understanding and shared business philosophy, the management team represents the core corporate values of the Company. Its accumulated professional service and technological capabilities have turned the Company into an indispensable partner of up- and downstream businesses and created a competitive niche that makes the Company stand out from its competitors.

(5) Advantageous and disadvantageous factors and responsive measures for urdevelopment prospects

A. Advantageous factors

(A) Stable growth of downstream market demand

Taiwanese PCB manufacturers are deeply committed to the supply chains of major system providers. CCL and PCB manufacturers have a symbiotic relationship with links to up- and downstream industries and significant growth and development potential.

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(B) Opportunities in emerging markets for eco-friendly base materials

In line with the rising global environmental awareness, eco-requirements have turned into a global trend and basic standard. Due to the added impact of RoHS environmental directives of the EU, manufacturers of consumer electronics gradually adopted halogen-free materials, which in turn has led to the replacement of traditional FR-4 substrates with lead- and halogen-free, eco-friendly CCL and substrates. The Company has been fully committed to the production of CCL over many years. It possesses mature technologies and outstanding R&D capabilities and has already developed and initiated mass production of high-end products such as halogen-free, eco-friendly substrates. Against the backdrop of global efforts in the field of environmental protection and energy conservation, lead-free processes and halogen-free, eco-friendly CCL and aluminum substrates represent a new trend with significant growth potential. The Company fully expects to benefit from this trend.

(C) Advantages of international division of labor and localized supply networks

In response to heightened geopolitical tensions, the Company has been strengthening supply chain resilience and diversifying its production bases. Currently, in addition to its facilities in Suzhou, Shenzhen, Jiangyin (mainland China), and Taiwan, the Company also operates back-end production bases in the United Kingdom, Germany, and the United States. Recognizing that numerous leading PCB manufacturers have selected Thailand as a key production hub—given its mature upstream, midstream, and downstream industry chain, and its status as a major global automobile manufacturing center with a complete supply chain—the Company has chosen Thailand as a strategic base for expanding into the Southeast Asian market. This move will further optimize the Company's global supply chain layout, comprehensively enhance production capacity and service capabilities, and deliver more efficient and high-quality solutions to customers, thereby giving the Company an even stronger competitive edge in the expansion of its CCL (Copper Clad Laminate) business.

(D) mass production and supply capabilities

As a result of the rising number of PCB applications and the gradually expanding scale of mass production carried out by Taiwanese PCB manufacturers, the mass production and supply capabilities of upstream suppliers of key PCB components will turn into key criteria for their selection as cooperation partners by PCB manufacturers. The specifications and quality of the products manufactured by the Company conform to numerous international norms and standards. Attributes such as dimensional stability, thickness tolerance, peel strength, heat resistance,

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and permittivity exceed the required standards. Products have been successively certified and adopted by large international manufacturers. This clearly indicates that the Company possesses stable production technologies and mass production capabilities, which is conducive to the forming or maintenance of partnerships with downstream manufacturers.

B. Disadvantageous factors

(A) Material price fluctuations affect profitability

Raw materials account for 70% of CCL manufacturing costs. Prices of copper foil and glass fabric which represent the main raw materials sometimes fluctuate due to changes in supply, which in turn affects procurement costs. Since it is difficult for PCB manufacturers to pass on costs to downstream clients, price increases by CCL manufacturers to reflect rising material costs are bound to meet resistance by PCB manufacturers in the short run, especially if demand for end products and applications falls short of expectations. Rising material costs therefore squeeze the profits of the Company.

Countermeasures:

The Company closely monitors raw material market conditions, maintains close partnerships with upstream manufacturers, and procure materials from different sources to avoid reliance on a single supplier and thereby spread risks. On the other hand, the Company is also firmly committed to communication and coordination with each supplier and organizes supplier coordination meetings if deemed necessary. The central procurement system which is based on long-term cooperation is determined in accordance with the total demand of both groups. In addition, product prices are raised and raw material costs are passed on to downstream clients at opportune times in line with market conditions to maintain a certain level of profitability.

(B) Rising competitive pressure

CCL businesses are optimistic about the demand generated by rapid growth in the PCB sector and therefore successively expand their plants and production capacities. Domestic production capacities for substrates are rapidly increasing and competitive pressure is rising. The rise of emerging economies on the international stage, setting up of plants by global PCB manufacturers in China, and creation of production capacities by Taiwanese competitors in Eastern China coupled with low-price competition strategies have further contributed to a trend of shrinking profits, which causes bottlenecks for the CCL industry.

Countermeasures:

In addition to the continued development of high-end (e.g., High Tg, Low DK, Halogen-Free) substrates and other niche products with Customized specifications and rapid entry into high-end markets by relying on actual mass production experiences, the Company also aims to increase performance and reduce costs through substrate process and production capacity adjustments.

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Onthe other hand, marketing networks are set up and new customers are developed to increase profits and turn the Company into a leading manufacturer. At the same time, MLB production lines have been added to provide customers with more comprehensive services.

(C) Strict environmental standards

In the wake of the rising environmental awareness, the Chinese government and international organizations have gradually raised relevant thresholds in line with newly enacted environmental laws. The CCL production process requires the addition of various chemical agents and special materials. It therefore generates various categories of waste gas, waste liquid, and solid waste which contain different types of organic pollutants and large amounts of heavy metal pollution. Constant investment of large amounts of capital, expansion of pollution control facilities, and personnel training are required to stay in sync with the latest trends and comply with relevant laws and regulations. Strategies for effective improvement of environments must be adopted to ensure a safe and worry-free working environment for employees and create pollution-free surroundings.

Countermeasures:

Pollution control facilities are purchased and updated, waste reduction plans are implemented, and new processes are developed to ensure conformity to environmental regulations and requirements. Purchased pollution control facilities are inspected by dedicated personnel on a daily basis and relevant units are responsible for their operation and maintenance. Commissioned waste removal and treatment businesses recognized by EPA dispose of general and hazardous industrial waste. Equal emphasis is placed on the pursuit of competitiveness and minimization of negative impacts of raw materials and products on the environment. The goal is to achieve comprehensive competitiveness and sustainability.

2.2. Major applications and production process for primary products

(1) Key applications of the primary products

Main Products Products (services) applications
Copper Clad Laminates Utilized for Multi-Layer PCB in smartphones, communication devices, and computers; lead-free, highly heat resistant, halogen-free, eco-friendly materials for high-frequency communication; polyimide boards and materials with ultra-high heat resistance/low CTE properties for the military and aerospace industry; automotive electronics and lighting
Insulated Metal Substrate LED street lamps, automotive lighting, high-thermal conductivity actuators for high-power LEDs
Prepregs Utilized for Multi-Layer PCB in smartphones, communication devices, and computers; rigid-flex PCB for the military and aerospace industry

(2) Applications and production process of major products

A.Copper clad laminates

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B.Aluminum substrate

img-1.jpeg

2.3. Sources of major raw materials

Major raw materials of the Company include, but not limited to, copper foils, glass fiber fabrics, andepoxy resins.

Raw materials Suppliers Supply situation
Glass fiber fabrics Tai Chia Galss Fiber Co.,Ltd. 、Chongqing Tenways Material Corp. 、Zhuhai Zhubo Electronic Materials Co., Ltd. Excellent condition
Copper foil Hefei Tongguan Guoxuan Copper Products Co.,Ltd. 、Chang Chun Chemical (jiangsu) Co., Ltd. 、Anhui Tongguan Copper Foil Group Co., Ltd. Excellent condition
Epoxy resins Jiangsu Dongcai New Materials Co., Ltd. SHIN-A T AND C Zhuhai Jujichang Electronic Materials Co., Ltd. Excellent condition

2.4. Most recent two years' major products and gross profit information

(1)Recent two years gross profit:

Unit: NT$ thousands;%

Year 2024 2025
Net revenue 4,227,622 4,264,725
Gross profit 1,418,311 1,373,136
Gross profit rate 33.55% 32.20%
Gross rate of change 4.52% (4.02)%

(2)Explanation of gross profit rate changes in excess of $20\%$ : None


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2.5 Major supplies and sales customer information

(1) Customers who account for 10% (inclusive) or above of purchase in recent two years:

Unit: NT$ thousands

2024 2025 First Quarter of Year 2026
Rank Name Amount Percentage of total purchase % Relationship with Ventec Name Amount Percentage of total purchase % Relationship with Ventec Name Amount Percentage of total purchase % Relationship with Ventec
1 Chang Chun Chemical (jiangsu) Co., Ltd. 237,660 11.42 None Chang Chun Chemical (jiangsu) Co., Ltd. 172,242 7.44 None Chang Chun Chemical (jiangsu) Co., Ltd. 33,662 4.17 None
2 Hefei Tongguan Guoxuan Copper Products Co.,Ltd 178,462 8.57 None Hefei Tongguan Guoxuan Copper Products Co.,Ltd 264,984 11.45 None Hefei Tongguan Guoxuan Copper Products Co.,Ltd 87,759 10.87 None
Other 1,665,414 80.01 None Other 1,876,642 81.11 None Other 685,946 84.96 None
Total 2,081,536 100.00 Total 2,313,868 100.00 Total 807,367 100.00

Explanation of changes:

The Company maintains long-term partnerships with at least two suppliers for main raw materials utilized for products that generate stable revenues from key clients.:

No significant changes of major suppliers therefore occurred within the most recent two years and the application year.


(2) Customers who account for 10% (inclusive) or above of revenues in recent two years

Unit: NT$ thousands

2024 2025 First Quarter of Year 2025
Rank Name Sales revenue Percentage of total revenue (%) Subsidiary or affiliates of the Company Name Sales revenue Percentage of total revenue (%) Subsidiary or affiliates of the Company Name Sales revenue Percentage of total revenue (%) Subsidiary or affiliates of the Company
1 A Group 368,721 8.72 None A Group 291,652 6.84 None A Group 73,166 5.87 None
2 B Group 393,732 9.31 None B Group 336,384 7.89 None B Group 62,635 5.03 None
3 C Group 296,531 7.01 None C Group 306,709 7.19 None C Group 73,924 5.93 None
4 D Group 283,331 6.71 None D Group 302,881 7.10 None D Group 74,487 5.98 None
5 E Group 0 0.00 None E Group 142,148 3.33 None E Group 129,777 10.42 None
Others 2,885,307 68.25 None Others 3,027,099 70.98 None Others 831,838 66.77 None
Netsales 4,227,622 100.00 Netsales 4,264,725 100.00 Netsales 1,245,827 100.00

Company did not have customers who accounted for more than 10% of the sales in the last two years.

  1. The most recent two years number of employees
Year 2024 2025 2026/1/1-2026/5/8(Note)
Number of employees Manager 67 58 57
Employees 673 669 691
Total 740 727 748
Average age 41.53 41.36 43.54
Average years of service 6.45 6.46 7.45
Breakdown of educational level (%) Ph.D. - - -
Master 1.72% 1.72% 2.12%
Bachelor 37.27% 38.28% 38.33%
High school 43.50% 44.56% 41.91%
Below high school 17.51% 15.44% 17.64%

(Note): Information for the year ending on the date of publication of the Annual report


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4. Environmental Protection Measures and Expenses

4.1. In accordance with legal regulations, applications for permits for the installation if pollution control facilities or pollutant discharge permits shall be submitted, pollution control fees shall be paid, and dedicated environmental protection units with relevant personnel personnel shall be established. Relevant details are as follows:

The Chinese subsidiaries of this Company have acquired wastewater discharge permits and water pollutant discharge permits. The Taiwanese subsidiary has obtained toxic chemical registry and stationary source operation and setup permits and has established dedicated environmental protection units with relevant personnel. Soil and groundwater pollution remediation fees, stationary source fees, and air pollution control fees are paid in a timely manner.

4.2. Investments in pollution control facilities and their purposes and potential benefits

Dec 31,2025: Unit: NT$ thousands

Equipment Number Acquisition date Cost Book Value Purpose
Vacuum thermocompressor (incl. organic heat carrier furnace) 1 1998.06.01 20,616 - Treatment of process waste gas to ensure that emissions meet relevant standards
30-feet vertical dipping machine (incl. Regenerative Thermal Oxidizer) 1 2002.02.01 83,964 - Treatment of process waste gas to ensure that emissions meet relevant standards
Regenerative ceramic furnace 1 2007.09.01 4,761 - Waste gas generated in mixing and gluing areas is collected in a centralized manner and discharged upon treatment of VOCs through RTO (regenerative thermal oxidation) in conformity to relevant laws and regulations. Benefits: Extension of maintenance cycles, reduction of maintenance times, and enhanced energy conservation effects of RTO furnace
Burner 2 2008.01.01
2019.09.23 13,900 623 Stable source of heated water with constant temperatures and heat insulation
Hot water boiler (Hot water circulation system) 1 2008.01.01, 2020.07.17, 2023.01.18 6,743 709 Heated kerosene provides a stable source of heat energy for on-site lamination

Equipment Number Acquisition date Cost Book Value Purpose
Burner 1 2009.01.01 5,626 Treatment of process waste gas to ensure that emissions meet relevant standards
RTO Environmental Processor (Burner) 1 2016.02.01, 2018.11.28 10,298 4,099 Heated kerosene provides a stable source of heat energy for on-site lamination
Boiler 1 2017.04.01, 2023.01.18 2,263 525 Treatment of process waste gas to ensure that emissions meet relevant standards
Heat transfer system – heated kerosene (boiler) 1 2016.02.01, 2018.01.25 21,471 9,013 Treatment of process waste gas to ensure that emissions meet relevant standards
Direct-fired TO furnace 1 2020.10.01 11,195 5,905 Treatment process exhaust gas emission standards, reduce VOC emission concentration n
Continuous monitoring system for volatile organic compounds in concentrated smoke 1 2022.05.01 661 225 Monitor the real-time standard of glue discharge

4.3. Process the Company takes to reduce pollution, and to deal with the pollution related dispute in latest two years till the publishing of the annual report: None

4.4. Loss or penalty due to pollution in latest two years till the publishing of the annual report: None

4.5. Effects on the profit, competitiveness, and capital expenditure plan of the Company from the current environment pollution and expected substantial capital expenditure for environmental protection over next two years: None

  1. Employee welfare

5.1 The Company's employee welfare measures, continuing education, training, retirement system and implementation thereof, along with agreements between employees and the employer, and the status of various employees' rights and interests

(1) Employee Benefits

The Company and its subsidiaries provide employee benefits including subsidies for weddings, funerals, and other significant life events, employee travel, bonuses, employee profit sharing and stock subscription, labor insurance, national health


insurance, group insurance, and annual health check-ups. Employees are also offered various training and learning opportunities to broaden their horizons and enhance work efficiency. In addition to offering competitive salaries, if the Company's operational targets are met, performance bonuses and year-end bonuses will be awarded based on individual performance, along with an employee profit-sharing system, thereby establishing a system where employees can jointly participate in the Company's management.

To promote the prevention and control of chronic diseases such as obesity and the "three highs" (i.e., high blood sugar, high blood lipids, and high blood pressure), the Company advocates the concept of healthy weight loss, a balanced diet, and appropriate exercise. The Company is equipped with a gym and outdoor fitness facilities to encourage employees to participate in physical activities during their spare time to strengthen their physical fitness. Colleagues across the Company actively participate in various fitness activities during lunch breaks and after work.

(2) Employee Continuing Education and Training

The Company and its subsidiaries place great emphasis on talent development and regard talent as a key corporate asset. To ensure that personnel at all levels fully understand their job responsibilities and professional knowledge, as well as to continuously absorb new knowledge, enhance skills, improve work performance and quality, thereby increasing productivity and strengthening the ability to prevent occupational accidents, the Company is committed to continuously enhancing its corporate competitiveness.

(3) Retirement System

The Company's subsidiary in Taiwan (Republic of China), VT TW, adopts the defined contribution plan under the new system of the Labor Pension Act. VT TW contributes 6% of each employee's monthly wages as a pension reserve, which is deposited into the employee's individual labor pension account. Employees may claim their pension upon meeting the statutory retirement conditions. The Company's subsidiaries in mainland China, VT SZ, VT JY, and VT SZWT, contribute to social insurance (including medical, maternity, pension, work-related injury, and unemployment insurance) and make pension reserve contributions in accordance with the Social Insurance Law of the People's Republic of China. Subsidiaries located outside the Republic of China and mainland China handle retirement matters in accordance with the labor-related laws and regulations of their respective countries of operation.

(4) Labor-Management Relations

The labor-management policy of the Company and its subsidiaries is based on the principle of open and honest communication. Through the following actions, the

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Company and its employees jointly create a win-win situation:

A. Comply with the Labor Standards Act and related laws and regulations to provide employees with the maximum level of protection.

B. Maintain smooth and diverse communication channels for employees to fully express their opinions and receive timely responses.

C. Whenever there are operational conditions or major measures affecting the Company and its subsidiaries, thoroughly communicate them in advance so that employees are clearly informed and understand, thereby securing their full support and cooperation.

5.2 Losses Incurred Due to Labor Disputes

For the most recent two fiscal years and up to the date of printing of this annual report, the Company has not incurred any losses due to labor disputes. The estimated amount and response measures for any current or potential future losses are disclosed; if it is not possible to make a reasonable estimate, the fact that a reasonable estimate cannot be made shall be stated: No such occurrence.

6. Information and Communication Security Management

6.1 Description of the Information and Communication Security Risk Management Framework, Information Security Policy, Specific Management Plans, and Resources Invested in Information and Communication Security Management

(1) Information and Communication Security Risk Management Framework

The Company has established appropriate information and communication security documentation and control measures. The Information Department is responsible for information and communication security and risk management. Based on the Company's business policies and operational model, it designs information and communication management systems, provides real-time decision support systems, and manages information and communications. This covers relevant areas including policies, organization, personnel, network security, operations management, access control, information system development and maintenance, and security incident management.

(2) Information and Communication Security Policy

The Company's information and communication security risk management framework addresses risk management across three dimensions: personnel, internal, and external.

  • Personnel: Information security policies, training and awareness programs, and access privilege controls.

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> Internal: Network controls, antivirus protection, and data protection.
> External: Firewalls and intrusion prevention systems for prevention and preparedness, incident handling, and post-incident investigation and review of information security events.
> Information security prevention (pre-incident): Strengthen personnel awareness and prevention of information security incidents; establish a more secure, stable, and faster network environment and facility services; enhance data access security and integrity.
> Information security handling (during incident): Immediate handling, containment, and prevention; data preservation, backup, and recovery.
> Information security review (post-incident): Evidence preservation, incident investigation, and periodic review and improvement.

(3) Specific Information and Communication Security Management Plans

The Information and Communication Department conducts an annual internal self-audit to confirm the effectiveness of the system, and the audit unit also periodically reports the results of information security audit status to the Board of Directors.

> Regularly carry out information and communication security awareness campaigns to enhance understanding of information security protection.
> Employee accounts, passwords, and access rights must be properly safeguarded and used responsibly, with periodic password changes.
For employees, visitors, and other external parties using the Company's information and communication services or performing related information and communication tasks, user accounts and permissions are assigned separately according to each business scope and responsibility. Once a user leaves their original position or the assignment ends, that user's permissions are immediately revoked and formatted to ensure no risk of information security leakage.
> Multi-layered defenses such as firewalls are established for the network, along with antivirus, email filtering, email auditing, and other control mechanisms to reduce network threats.
> Backup and off-site backup are established for critical services and data to ensure service continuity and prevent data loss.


Design appropriate information security incident response and notification procedures so that immediate responses can be made to information security incidents, preventing the escalation of damage.

(4) Resources Invested in Information and Communication Security Management

  • One dedicated information and communication security officer and one deputy have been assigned.
  • Three related meetings were convened in fiscal year 2025.
  • One internal information security audit and two external audits were conducted in fiscal year 2025.
  • Two disaster recovery drills were conducted in fiscal year 2025.
  • RMB 100,000 was invested in information and communication security in fiscal year 2025.

6.2 List any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: No such matters.

  1. Important contracts and agreements
Natureof the Agreement Parties Date ofonsetofthe Contract Maincontents Terms And Conditions Restrictions
Loan Approval Notice China Trust Commercial Bank 2025.06.30-2026.05.31 Short-Term USD5,000,000 -
Loan Approval Notice China Trust Commercial Bank 2025.06.30-2026.05.31 Short-Term NTD 60,000,000 -
Loan Approval Notice Citibank Bank Taiwan 2025.08.18-2026.08.31 Short-Term USD1,500,000 -

Natureof the Agreement Parties Date ofonsetofthe Contract Maincontents Terms And Conditions Restrictions
Loan Approval Notice TaiwanCooperative Bank Suzhou Branch 2026.02.03-2027.01.02 Medium And Long-Term Borrowin NTD 135 million Short-Term NTD 86,000,000 Short-Term USD15 million -
Credit Line Agreement Taishin International Bank 2025.11.30-2026.11.30 Credit Line NTD 60,000,000 Short-Term NTD 100,000,000 -
Credit Line Agreement Taishin International Bank 2025.11.30-2026.11.30 Short-Term (OA/LC) USD4,000,000 -
Credit Facility Agreement Mega International Commercial Bank PCL 2025.08.27-2032.08.27 Medium And Long-Term Borrowin THB51,000,000 -
Credit Facility Agreement Mega International Commercial Bank PCL 2025.08.27-2032.08.27 Medium And Long-Term Borrowin THB129,000,000 -
Credit Facility Agreement Mega International Commercial Bank PCL 2025.08.27-2032.08.27 Medium And Long-Term Borrowin THB80,000,000 -

VI. REVIEW AND ANALYSIS OF THE FINANCIAL CONDITION,PERFORMANCE AND RISK MANAGEMENT

  1. Financial Standing

Unit: NT$ thousands

| Year
Item | 2024 | 2025 | Difference | |
| --- | --- | --- | --- | --- |
| | | | amount | % |
| Current asset | 3,493,581 | 3,293,988 | (199,593) | (5.71) |
| Property, plant and equipment | 951,992 | 1,111,112 | 159,120 | 16.71 |
| Right-of-use assets | 132,807 | 166,889 | 34,082 | 25.66 |
| Intangible assets | 79,347 | 73,586 | (5,761) | (7.26) |
| Other assets | 211,162 | 354,326 | 143,164 | 67.80 |
| Total assets | 4,868,889 | 4,999,901 | 131,012 | 2.69 |
| Current liabilities | 1,010,012 | 928,721 | (81,291) | (8.05) |
| Non-current liabilities | 385,367 | 502,852 | 117,485 | 30.49 |
| Total liabilities | 1,395,379 | 1,431,573 | 36,194 | 2.59 |
| Common stock | 714,347 | 714,347 | - | - |
| Capital surplus | 884,861 | 884,861 | - | - |
| Retained earnings | 1,892,538 | 2,003,411 | 110,873 | 5.86 |
| Other equities | (18,236) | (34,296) | (16,060) | 88.07 |
| Non-controlling interests | - | 5 | 5 | Note |
| Total equities | 3,473,510 | 3,568,328 | 94,818 | 2.73 |
| Explanations for changes in the most recent two years in assets, liabilities, and equity affecting 20% thereof or more, or greater than NT$10,000 thousand dollars:
1. The increase in right-of-use assets was mainly due to the addition of new buildings at the Thailand plant.
2. The increase in other assets was mainly due to an increase in financial assets measured at amortized cost – non-current, resulting from the placement of new bank time deposits with maturities of more than one year.
3. The increase in non-current liabilities was mainly due to the issuance of corporate bonds.
4. The decrease in other equity was mainly due to an increase in exchange losses arising from the translation of the financial statements of foreign operations.
Note: Not applicable because no amount was incurred in 2024. | | | | |

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2. Financial performance

2.1 Financial performance analytical comparison

Unit: NT$ thousands

Item\Year 2024 2025 Amount (%)
Operating revenues 4,227,622 4,264,725 37,103 0.88
Cost of goods sold 2,809,311 2,891,589 82,278 2.93
Gross profit 1,418,311 1,373,136 (45,175) (3.19)
Operating expenses 1,099,814 971,717 (128,097) (11.65)
Operating profit (losses) 318,497 401,419 82,922 26.04
Non-operating gain (expenses) 75,660 3,245 (72,415) (95.71)
Profit(loss) before Tax 394,157 404,664 10,507 2.67
Income tax expense 37,358 58,519 21,161 56.64
Net income (losses) 356,799 346,145 (10,654) (2.99)
Other comprehensive income – net 133,371 (12,026) (145,397) (109.02)
Total comprehensive income 490,170 334,119 (156,051) (31.84)
Net income attributable to the owner of the company 356,799 346,145 (10,654) (2.99)
Net income attributable to non-controlling interests - - - -
Total comprehensive income attributable to the owner of the company 490,170 334,119 (156,051) (31.84)
Total comprehensive income attributable to non-controlling interests - - - -
For increased or decrease rate changes affecting 20% there for more greaterthanNT$10,000 thousand dollars analysis is there of is provided asfollows:1.The increase in operating income was mainly due to the growth in operating revenue this year.2.The decrease in non-operating income was mainly attributable to a decrease in interest income during the period and foreign exchange losses arising from exchange rate fluctuations.3.The increase in income tax expense was mainly due to the growth in revenue this year, which resulted in a higher pre-tax net profit compared to last year, thereby leading to a higher income tax expense.4.The decrease in other comprehensive income and comprehensive income attributable to owners of the parent was mainly due to exchange differences arising from the translation of subsidiaries' financial statements caused by exchange rate fluctuations.

2.2 Expected sales volume and its basis, potential impact on the Company's future financial position and business performance, and response plan:

The Company continues to optimize its product portfolio to increase high-gross-margin products and consolidate the heat dissipation metal substrate market. Applications of aluminum substrates will continue to penetrate the automotive and lighting markets. The Company continues to obtain terminal certification and actively deploy high-gross-margin materials for special applications, such as defense, aerospace and ultra-high frequency. Combined with breakthroughs in other new special materials, such as thermoplastic resins and various special film materials, the Company expects sales to continue to grow in the future and drive its consolidated revenue.

The Company will continue to invest in existing products to improve product quality, and will work closer with customers to enhance the Company's competitive advantage in procurement, which will make products forward-looking and cost-competitive. This will help increase the Company's future revenue and profits. In terms of financial structure, we will continue to make proper plans so that the Company will have a sound financial position to meet the needs of future business growth.

3、 Cash Flow

3.1 Liquidity analysis in recent two years

Unit: NT$ thousands

Item\Year 2024 2025 Increased (Decrease) Ratio (%)
Cash flows from operating activities 634,289 225,012 (64.53)
Cash flows from investing activities (193,356) (105,600) (45.39)
Cash flows from financing activities (309,224) (141,127) (54.36)
Analysis of changes: 1. The decrease in net cash inflow from operating activities was mainly due to the growth in revenue scale, which resulted in an increase in accounts receivable, and higher inventory purchases driven by rising raw material prices, both of which increased compared to the prior period. 2. The decrease in net cash outflow from investing activities was mainly due to an increase in restricted bank deposits classified as financial assets measured at amortized cost. 3. The decrease in net cash outflow from financing activities compared to the prior year was mainly due to the addition of new long-term and short-term borrowings during the current year.

3.2 Remedy for Cash Deficit and Liquidity Analysis : None


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3.3 Cash Flow Analysis for the Coming Year

Cash and cash equivalents beginning balance EstimatNet CashFlow from Operating Activities Estimated NetCash Flow from Investing Activities Estimated Net CashFlow from Financing Activities Estimated Cash and cash equivalents - ending balance EstimatedRemedy plans for negative balance of cash and cash equivalents
Investment plan Financing plan
897,196 90,000 (750,000) 650,000 887,196 - -
Analysis of changes in estimated cash flows
1. Cash Flows from Operating Activities: Principally derived from cash-generating operations, with operating profit serving as the primary source of liquidity.
2. Cash Flows used in Investing and Financing Activities: The increase in net cash flow from financing activities was mainly due to the issuance of convertible corporate bonds, the proceeds of which were used for the construction of the Thailand plant, the purchase of equipment, the replenishment of working capital, and the payment of annual dividends.

4、Major capital expenditures in recent years and impacts on financial and operational situations:

The Company has long been deeply engaged in the printed circuit board (PCB) industry. In view of recent changes in the international landscape and the escalating China-US trade war, major PCB manufacturers, in order to diversify geopolitical risks and ensure supply chain stability while maintaining orders and profit margins from US-based customers, have been actively evaluating the establishment of second production bases in locations such as Thailand, Vietnam, and Malaysia.

After comprehensive consideration, Thailand was chosen for its complete electronics industry supply chain, preferential policies for foreign investment, well-developed infrastructure, and several favorable trade agreements with the United States and the European Union. Its land and labor costs are also more competitive than those in coastal China, and it can serve as a key hub within the ASEAN Free Trade Area, helping to diversify operational risks. In addition to effectively addressing the tariff barriers arising from the China-US trade war, this move also allows the Company to expand into emerging application markets such as automotive electronics, communication servers, and AI servers. By building production capacity in Southeast Asia, the Company strengthens its "China Plus One" deployment strategy and enhances global supply chain flexibility and market competitiveness.


Therefore, the Company has constructed a factory and purchased machinery and equipment in the Hi-Tech Industrial Estate in Thailand to meet the operational growth needs of the Company and its group. The construction was contracted out in accordance with the Company's build schedule, and it is expected to have a positive impact on future financial and business performance.

  1. Main Reasons for Profits or Losses of the Latest Re-investment Policy, Improvement Plan and Investment Plan for the Coming Year :

5.1. Investment policies

"Procedures in Controlling Investment Cycle of the Internal Control System", "Procedures for Handling the Related Party Transaction", "Procedures for Monitoring the Operation of Subsidiaries", and "Procedures for Acquisition and Disposition of Assets" are major standards for the Company to manage and monitor the performance of subsidiaries.

5.2. Reasons for profit/loss in recent years and plans for improvement

Unit: NT$ thousands

Investee Shareholding Percentage (%) Investment Gains and losses recognized for themost recent year Reasons for profit/loss Improvement plans
VIG Samoa 100% 441,465 The holding company recognizes investment gain Not applicable
VIG HK 100% 270,146 The holding company recognizes investment gain Not applicable
VLL BVI 100% 34,072 The holding company recognizes investment gain Not applicable
VT HK 100% 119,997 Business operations are in good standing Not applicable
VT TW 100% (5,807) The decline in order volume led to a reduction in profits Improve production efficiency, cost control and the development of new businesses
VT US 100% 34,072 Business operations are in good standing Not applicable
VT UK 100% 14,464 Business operations are in good standing Not applicable
VT DE 100% 8,715 Business operations are in good standing Not applicable
VT TH 100% (9,647) This company is currently in the initial preparatory stage Not applicable

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Investee Shareholding Percentage (%) Investment Gains and losses recognized for them most recent year Reasons for profit/loss Improvement plans
VT SZ 100% 316,311 Business operations are in good standing Not applicable
VT JY 100% (12,213) The decline in order volume led to a reduction in profits Improve production efficiency, cost control and the development of new businesses
Tengqiang Investment 99.99% (200) This company is currently in the initial preparatory stage Not applicable

5.3. Investment Plan over the coming one year:

The Company will prudently evaluate investment plans from a long-term strategic perspective, in order to meet future market and capacity expansion needs and continuously strengthen its global competitiveness.

6. Analysis and Assessment of Risks

6.1 Impact of interest rates and exchange rate fluctuations, as well as inflation on the Company's profit and loss, as well as future responsive measures:

(1) Interest rate movements and Impact on the Company's profit and loss

The interest revenue of the Company and its subsidiaries is mainly generated by interest on current bank deposits. Interest expenses are generated by financial institution loans taken out by the Company and its subsidiaries to meet their working capital needs. Interest revenue and expenses are shown in the table below:

Unit: NT$ thousands

Item 2024 2025
Amount Of net sales Percentage (%) Amount Of net sales Percentage (%)
Interest revenue 41,369 0.98 31,208 0.74
Interest expense 2,766 0.07 4,971 0.12

in addition to operating profits being used to meet working capital needs, bank financing is also a major source of funds. Interest expenses accounted for 0.12% and 0.07% of operating revenue in 2025 and 2024, respectively. These ratios remain relatively low and have not had a material impact on the Company's financial position.

Responsive measures:

In case of significant interest fluctuations and a continued demand for bank loans in the future, the Company will adopt other financing tools available on capital markets to meet its capital needs or select fixed interest or floating interest loans in line with observed interest rate developments to hedge interest rate risks.


The Company also maintains close contact with banks to ensure acquisition of the most preferential loan rates. The Company and its subsidiaries also tightly control their foreign exchange transactions in line with foreign exchange fluctuations.

(2) Impact of exchange rate fluctuations on the Company's profits and losses and future responsive measures

Currency types of payments received by the Company include Renminbi, US Dollar, New Taiwan Dollar, British Pound, and Euro with the US Dollar as the main currency. The Company and its subsidiaries therefore utilize the US Dollar and the Renminbi as the functional currencies for their daily operations. In addition to adoption of natural write-off as a foreign exchange hedging principle with the goal of decreasing the demand for exchange, the Company also conducts forward exchange transactions in a timely manner to minimize the impact of exchange rate fluctuations. Foreign exchange gains/losses of the Company and its subsidiaries are shown in the table below:

Unit: NT$ thousands

2024 2025
Net gain (loss) on foreign currency exchange 25,640 (30,155)
Foreign exchange gains/lossesTonet revenue 0.61 0.71

Foreign exchange gain of the Company and its subsidiaries in 2025 and 2024 amounted to $0.71\%$ and $0.61\%$ of their net revenue, respectively. Fluctuations of exchange gains/losses and relevant ratios were mainly due to the high proportion of

received payments in US Dollars and procurements in Renminbi.

Responsive measures:

In order to minimize the potential impact of exchange rate risks and fluctuations on gains and losses, trend analysis and risk assessment is carried out through collection of market information. The Company is also in close contact with banks to maintain a firm grasp of exchange rate developments. Timely adjustments are made in accordance with actual conditions. The following measures are adopted to minimize the impact of exchange rate fluctuations on the Company's revenues and profits:

A. When customers remit their payments to the Company's bank account(s), the Company adjusts its foreign exchange positions in an adequate manner in accordance with capital needs, and exchange rate developments.
B. Utilization of real-time Forex information provided by banks the Company has business dealings with as a key reference for quotations and raw material procurement by sales and procurement personnel.
C. Forward exchange transactions are conducted as deemed necessary based on foreign exchange positions and exchange rate fluctuations pursuant to the Procedures Governing Acquisition or Disposal of Assets to implement hedging for foreign exchange net positions upon natural hedging with the ultimate goal of minimizing exchange rate risks generated by the Company's business operations.


(3) Impact of inflation on the Company's profits or losses and future responsive measures against the backdrop of a rapidly changing global economic environment, inflation pressures or tightening have not had any major impacts on gains/losses of the Company as of the publication date of this report.

Responsive measures:

In the future, the Company will maintain close interactions and excellent relationships with its suppliers, while closely monitoring market price fluctuations. Procurement strategies and costs structures are adjusted in a timely manner to minimize the impact of inflation on the Company's gains/losses.

6.2 Policies on high risk, highly leveraged investments, loans to others, endorsements, guarantees, and derivatives trading, the main reasons for profits or losses generated thereby, and future responsive measures to be undertaken.:

(1) Policies on high risk, highly leveraged investments: in principle, the Company's operations have been stable and conservative, and in the past year, to the date of publication of this annual report, the Company and its subsidiaries did not engage in any high-risk and highly leveraged investment transactions.
(2) For the purpose of lending funds to others: The Company has established the "Guidelines for Lending of Funds to Other Parties" and follow it.
(3) Endorsement/Guarantees: The Company has established the "Endorsement and Guarantee Management Procedures" and follow it.
(4) Derivative transaction policies, main reasons of profits or losses, and future responsive measures

The Company's derivative transactions represent forward market hedging for currency exchanges (USD to RMB). The Company aims to avoid risks associated with foreign exchange assets and liabilities caused by exchange rate fluctuations pursuant to the Procedures Governing Acquisition and Disposal of Assets and relevant regulations set forth in Investment Cycles – Derivative Control Operations based on the fact that the US Dollar and Renminbi are its main functional currencies.

6.3 Future R&D projects and anticipated R&D expenditures to be invested

Our company adheres to the concept of greening and environmental protection. The future research and development plan will continue to focus on the concept of environmental protection and energy conservation. The future R&D plan and estimated R&D expenses are as follows:

Future R&D plans Projected R&D Expenses
Research and development of extremely low loss material with high reliability for 448 Gbps communication application. RMB15,040 thousands
Research and development adhesive film for thick copper filling. RMB10,520 thousands

Future R&D plans Projected R&Dexpenses
Research and developmentadhesive film for bonding with glass or ceramic substrates. RMB10,520thousands
Research and development thermoplastic formable material for notebook exterior parts. RMB8,260thousands
Research and developmentink for passive component packaging. RMB8,260thousands

6.4 Changes to local and overseas policies and laws that impact the Company's financial operations and responsive measures

The Company has its domicile on the Cayman Islands (no actual business activities). Its main operating areas include China, Taiwan, Europe, and America. All its services and operations abide by laws, regulations, and relevant policies in effect at its domicile and main operating areas. The Company also closely monitors relevant legal changes and developments and adopts adequate measures in response to changes of the market environment in a prompt manner. As of the publication date of this report, its financial operations have not been significantly affected by major local/overseas policy or legal changes.

6.5 Impact of Changes in Technology (Including information security risks) and Industry on Corporate Finance and Business, and Responsive Measures

Network hacker attacks are increasing and the methods are more and more diversified, the company continues to upgrade network fire prevention and other multi-level defense to achieve network protection and separation, to strengthen the security control measures of key basic services and establish anti-virus, mail filtering, mail audit and other control mechanisms to reduce network security and strengthen security. The Company always pays attention to technological updates and upgrades in the industry and grasps the latest market information, evaluates its impact on the company's operations, and appropriately adjusts its business strategy to continuously strengthen its market competitiveness. In the most recent year and as of the date of publication of the annual report, there are no significant technological changes (including security risks) and industrial changes that have a significant impact on the Company's financial business.

6.6 Changes to corporate image that impact the company's risk management and Responsive Measures.:

As of the date of this annual report, there has been no change to the Company's corporate image that has resulted in any corporate image crisis, and therefore this provision does not apply.


6.7 The expected benefits and possible risks to engaging in mergers and acquisitions (M&A) and responsive measures:

The Company does not have any plan to engage in mergers and acquisitions as of the printing date of this annual report. Therefore, this provision is not applicable.

6.8 The Expected Benefits and Possible Risks to Expand Facilities and responsive Measures:

The Company does not have any plan to expand Facilities as of the printing date of this annual report. Therefore, this provision is not applicable.

6.9 Risks resulting from consolidation of purchasing or sales operations and responsive Measures:

(A) Purchase

At present, the main sources of raw materials are supplied by multiple suppliers, and we continue to develop different suppliers to spread the risks, so there is no risk of centralized purchase.

(B) Sales

The sales target is mainly domestic and foreign well-known big factories and their continuous competitiveness is strong. At present, there is no situation and risk of concentrated sales progress. In addition, according to the application requirements of electric vehicle cooling, UHF automatic driving radar, global positioning star, 5G high frequency antenna and high speed and low loss, semiconductor carrier and aging test board, Mini LED and other application requirements, actively expand the market scale and develop new customers, to minimize the possible risk.

6.10 Impact and risks resulting from major equity transfer or replacement of Directors, Supervisors, or shareholders holding more than 10 percent of the Company's shares, and related responsive measures:

The Directors and major shareholders holding more than 10% of the shares of the Company have had no significant equity transfer or replacement affecting Company operations in the most recent year up to the publication date of this annual report.

6.11 Impact, risk, and response measures related to any change in governance rights in the Company:

The Company has not experienced any changes in operating rights affecting Company operations in the most recent year and as of the printing date of this annual report.

6.12 Litigation and non-litigation events: If the Company or Directors, Supervisors, President, Actual Person in Charge, and major shareholders with shareholding Percentage exceeding ten percent (10%) and affiliated companies who have any already decided or currently underway lawsuit, non-litigious or administrativelawsuit dispute, where theresult may impact shareholder rights or materially affect the value of securities,

162


163

thent here shall be disclosure of the dispute, the amount thereof, the date of any lawsuit it filing, he main parties thereto, and status thereof, as of the date of the publication of the Annual Report: None.

6.13 Other material risks and responsive measures:

The Company has its domicile on the Cayman Islands (no actual business activities). Its main operating areas are the UK, China, and Taiwan. Changes in the economic outlook and political environment of the country of domicile and the operating areas as well as foreign exchange fluctuations have a significant impact on the Company's operating conditions. In addition, there are many differences between the laws of the Cayman Islands, where the Company has its domicile, and the laws in Taiwan (e.g., the Company Act...). The Company has amended its Articles of Incorporation pursuant to the Checklist for the Protection of Shareholder Rights Where Shares are Issued by Foreign Issuers prescribed by TWSE. However, there are significant differences in regulations governing operations in Taiwan and the country of domicile. Investors must have a clear understanding of relevant regulations and inquire about investment risks with experts.

  1. Other important items: Intellectual Property Management Plan

In an era of digitalization and globalization, intellectual property is not only a symbol of a company's core competitiveness but also the cornerstone for achieving sustainable development. The Company fully understands the critical role of intellectual property in technological innovation and long-term market sustainability. Accordingly, it has established the "Intellectual Property Management Operating Guidelines," the "Intellectual Property Contingency Plan Operating Procedures," and the "Management System for the Assessment and Reward of Scientific and Technological Achievements." These measures protect the Company's key R&D and innovation achievements, foster an internal culture of innovation, encourage employees to actively engage in product-related research, and strengthen product quality and competitive advantage.

To ensure that the Company's technological innovations continue to generate value in the market, a comprehensive intellectual property management mechanism has been established, covering patents, trademarks, and copyrights. Through this mechanism, the Company not only effectively protects its internal R&D results, but also improves product performance, reduces resource waste, and enhances energy efficiency, thereby laying a solid foundation for sustainable operations.

The Company places great emphasis on patent development and intellectual property protection, and actively safeguards its patent rights. If an analysis identifies any infringement of its intellectual property rights, the Company will promptly form an intellectual property response team to ensure immediate contingency actions, proceeding through multiple approaches such as evidence collection, communication, and negotiation.


If a reasonable resolution cannot be reached after evaluation, the Company will not rule out taking legal action to ensure that its corporate rights and interests are not compromised.

Implementation Status

  • The Company regularly reports intellectual property-related matters to the Board of Directors in the fourth quarter of each year. The most recent report was presented on November 7, 2025.
  • Intellectual property rights are a key capability for enterprises striving for innovation and excellence. In 2025, the Company applied for six patents covering products such as passive components and heat dissipation metal products. To date, a total of 44 patents have been granted.
  • The Company has designed a reward system for products or patents that receive national awards, align with product development goals, and bring actual benefits to the Company. This system encourages employees' contributions, promotes continuous professional advancement, and fosters a culture of professional exchange and an innovation cycle within the Company.
Types of patents Stage Status Bonus (Unit: RMB)
Invention Patent Submission of application and acceptance by the competent authority 1,000
Patent granted 1,000
Utility Model Patent Application submitted and patent granted 500

165

VII. Special Notes

  1. Affiliated Companies:
    1.1 Consolidated Business Report of Affiliated Companies
    (1) Organizationalchart for affiliated companies:
    See II. COMPANYPROFILE(Structure of the company)
    (2) Relationship between the Company and its affiliated companies, their shareholding ratio, shares and actual investment amounts:

Dec 31, 2025; Unit:thousands

Name of affiliated company Date of establishment Address Paid-in capital Major businesses or products
VIG SAMOA 2006/2/24 Vistra Corporate Services Centre, Ground Floor NPF Building, Beach Road, Apia, Samoa 1,464,626 (USD46,600) General investment
VIG HK 2008/12/12 Unit B 22/F.,Chung Pont Commercial Building,300 Hennseey Road, Wanchai, Hong Kong 977,505 (USD31,101) General investment
VLL 2006/11/6 OMC Chambers, P.O. Box 3152, Road Town, Tortola, British Virgin Islands 309,628 (USD9,851) General investment
VT HK 2006/1/10 Unit B 22/F.,Chung Pont Commercial Building,300 Hennseey Road, Wanchai, Hong Kong 40 (HKD10) General investment
VT TW 2011/2/21 10F., Gongye 5th Rd., Pingzhen Dist., Taoyuan City 324, Taiwan (R.O.C.) 100,000 Manufacture and sell of CCL, IMS and prepreg
VT UK 2006/11/24 Unit 1, Trojan Business Centre, Tachbrook Park Estate, Leamington Spa, Warwickshire, CV34 6RH, United Kingdom 34,174 (GBP807) Sell of CCL, IMS and prepreg

Name of affilia tedcompany Date of establishment Address Paid-in capital Major businesses or products
VT DE 2010/11/6 Morschheimerstr, 15 D-67292 Kirchheimbolanden, Germany 14,760 (EUR400) Sell of CCL, IMS and prepreg
VT USA 2007/6/1 311 South Highland Ave. Unit B, Fullerton, CA 92832, USA 233,360 (USD7,425) Sell of CCL, IMS and prepreg
VT TH 2024/12/20 238/7, 5 nd Floor, Ratchadaphisek Road, Huai Khwang Subdistrict, Huai Khwang District, Bangkok 163,652 (THB163,344) Manufacture and sell of CCL, IMS and prepreg
VT SZ 2000/2/23 No. 308, Taishan Road, New District, Suzhou City, Jiangsu Province, China 215129 1,316,727 (RMB294,466) Researchanddevelopment and manufacture and sell of CCL, IMS and prepreg
VT JY 2005/5/18 73-1 Qingtong Road, Qingyang Town, Jiangyin,Jiangsu, P.R.C. 214403 127,683 (RMB28,554) Manufacture and sell of CCL, IMS and prepreg
Tengqiang Investment 2025/4/1 No. 308, Taishan Road, New District, Suzhou City, Jiangsu Province, China 215129 57,384 (RMB12,833) General investment

(3) Information on same shareholders of the Company and an affiliate in which the Company

has controlling or subordinate relationship with: None.

(4) Industries covered by the business operated by the affiliates: The affiliates mainly engages in

the production and sale of copper clad laminate (CCL), aluminium-backed laminate (IMS) and prepreg.


(5) Information on directors, supervisors, and presidents of affiliates:

Dec 31, 2025; UnitNTthousands

Name of affiliate Title Name or representative Shares held
Original Investment Amount / Shares Share holding
VIG SAMOA Director Ventec International Group CO.,Ltd $1,464,626 /46,600,000 100%
VIG HK Director VIG SAMOA -Representative: Chung, Chien- Jen $977,505 /31,110,000 100%
VLL Director VIG SAMOA- Representative: Chung, Chien- Jen $309,628/24,627 100%
VT HK Director Director VIG SAMOA- Representative: Chung, Chien- Jen $75,472/10,000 100%
VT TW Director supervisors VIG SAMOA –Representative: Chiu, Chiao Wei VIG SAMOA – Representative: Sun, Cheng Der $358,573/10,000,000 100%
VT UK Director Director Chung, Chien- Jen Mark Goodwin $41,641/807,334 100%
VT DE Director Mark Goodwin $216,971/400,000 100%
VT USA Director Ventec Logistics Limited $233,360/(Note) 100%
VT TH Director VIG SAMOA- Representative: Chung, Chien- Jen VIG SAMOA- Representative: Wang,Zhuo $150,863/63,999,998 100%
VT SZ Director supervisors VIG HK- Representative: Chung, Chien- Jen VIGHK-Representative: Wang,Zhuo $1,316,727/ (Note) 100%
VT JY Director supervisors VIG HK- Representative: Chung, Chien- Jen VIG HK- Representative:Li,Dan $127,683/(Note) 100%
Tengqiang Investment limited partner VT SZ Representative: Wang Yanfeng 57,384/ (Note) 99.99%

Note: No shares are provided for it is a limited company and only capital contribution and Proportion of contribution are shown.


(6)Operational highlights of affiliates

Dec,31,2025Unit: NT$ thousands

Name of Affiliate Paid-in Capital Total Assets Total Liabilities Net Value Sales revenue Operating Profit (Loss) Profit (Loss) for the period EPS($)
VIG SAMOA 1,464,626 3,973,157 315,785 3,657,372 - - 441,465 (Note)
VIG HK 977,505 2,819,765 137,203 2,682,562 3,290,244 293,111 270,146 (Note)
VLL 309,628 116,808 - 116,808 364,141 33,791 34,072 (Note)
VT HK 40 792,639 457,634 335,005 902,914 106,574 119,997 (Note)
VT TW 100,000 773,472 320,617 452,855 584,293 (9,744) (5,807) (Note)
VT UK 34,174 200,030 84,069 115,961 297,839 21,302 14,464 (Note)
VT DE 14,760 346,690 252,972 93,718 535,770 7,306 8,715 (Note)
VT USA 233,360 261,600 144,792 116,808 364,141 33,791 34,072 (Note)
VT TH 163,652 297,375 143,695 153,680 - (3,314) (9,647) (Note)
VT SZ 1,316,727 3,514,978 826,208 2,688,770 3,604,618 306,257 316,311 (Note)
VT JY 127,683 170,537 39,541 130,996 108,299 (9,484) (12,213) (Note)
Tengqiang Investment 57,384 57,170 - 57,170 - 198 (200) (Note)

Note : Earnings per share could not be calculated for it is not a company limited by shares.

1.2 Consolidated financial statements of affiliates:

Please visit the MOPS

Index path: Single Company > Electronic Document Download > Three Forms and Documents of Related Enterprises

website: https://mopsov.twse.com.tw/ mops/ web/t57sb0l q10

1.3 Affiliation report: None.

  1. For the most recent year and up to the date of the annual report publication, the management of private securities: None.

  2. Other matters requiring supplementary information: None.


  1. Any Event Which Has a Material Impact on Shareholders' Equity or Securities Prices Was Stipulated in Subparagraph 2, Paragraph 3, Article 36 of Securities Exchange Act in the Most Recent Fiscal Year and up to the Date of the Publication of the Annual Report: None.

  2. The Company's Articles of Incorporation and any variation from the provisions governing the protection of shareholders' rights in Taiwan:

Items that are Different The Companies Law of The Cayman Islands Description Articles of Incorporation Provisions and Description
“Special Resolution”: a resolution adopted, at a shareholders' meeting, by a majority of the shareholders present who represent two-thirds or more of its outstanding shares. In the event the total number of shares represented by the shareholders present at a shareholders' meeting of a company whose shares have been issued in public is less than the percentage of the total shareholdings required in the preceding Paragraph, the resolution may be adopted by two-thirds of the voting rights exercised by the shareholders present at the shareholders' meeting who represent a majority of the outstanding shares of the company. It is defined in the Companies Law of the Cayman Islands, the Special Resolution shall be adopted by “two-third of the voting rights” exercised by the shareholders present at the shareholders' meeting who represent a majority (more than half) of the outstanding shares of the company. Articles 39 (1) and 2(1) of the Articles of Incorporation of the Company stipulate that a Special Resolution adopted by two-thirds of the voting rights exercised by the shareholders' meeting attended by shareholders representing more than half of the total number of issued voting shares of the company shall be attended by shareholders in person; if it is an institutional shareholder, its legally authorized representative shall attend; or shareholders present by proxy in order to meet both the requirements of the Cayman Islands Act and the Taiwan Company Law on the attendance and voting rights of public companies.
1. A company shall not cancel its shares, unless a resolution on capital reduction Articles 14 to 18 of the Cayman Islands Companies Law have strict procedures and substantive norms for companies to reduce Articles 14 to 18 of the Cayman Islands Companies Law have strict procedures and substantive norms for companies to reduce capital, and the relevant norms are
the capital of the company, and shall not be subject to any other provision of the Company's Articles of Incorporation. the "special resolution" which is the most important and most important provision of the Company's Articles of Incorporation, and shall not be subject to any other provision of the Company's Articles of Incorporation. the "special resolution" which is the most important and most important provision of the Company's Articles of Incorporation, and shall not be subject to any other provision of the Company's Articles of Incorporation. The "special resolution" shall be the most important and most important provision of the Company's Articles of Incorporation.

Items that are Different The Companies Law of The Cayman Islands Description Articles of Incorporation Provisions and Description
has been adopted by its shareholders' meeting; and capital reduction shall be effected based on the percentage of shareholding of the shareholders pro rata.
2. When the company reduces its capital, it can return the share capital with property other than cash; the property to be returned and the amount to be offset shall be subject to a resolution of the shareholders' meeting and the consent of the shareholder who received the property.
3. The value of the property referred to in the preceding paragraph and the amount to be offset shall be submitted by the board of directors to the accountant of the Republic of China for verification before the shareholders' meeting. capital, and the relevant norms are mandatory and cannot be changed by the Articles of Incorporation. mandatory and cannot be changed by the Articles of Incorporation.
There are considerable differences from the checklist for the protection of shareholders' rights and interests regarding the normative requirements for the company's capital reduction. For the avoidance of doubt, with advice from a Cayman Islands lawyer, the provisions of Article 14 of the Articles of Incorporation of the Company are amended so that the Capital Reduction of the company shall be handled in accordance with the procedures and conditions stipulated by the laws of the Cayman Islands and the listing (or OTC) regulations. As for the normative requirements for the company's Capital Reduction in the Checklist for the Protection of Shareholders' Rights and Interests, it is stipulated in Article 24(1) of the Articles of Incorporation of the company, which is replaced by the way of repurchasing shares in proportion to the shareholders' shareholding.
1. The company's physical There are no relevant regulations or laws in the According to the first paragraph of Article 31 of the revised draft

170


Items that are Different The Companies Law of The Cayman Islands Description Articles of Incorporation Provisions and Description
shareholders' meeting shall be held within the territory of the Republic of China. If a physical shareholders' meeting is held outside the Republic of China, it shall be reported to the stock exchange for approval within two days after the resolution of the board of directors or the shareholders' approval of the convening from the competent authority.
2. When the company holds a shareholders' meeting outside the Republic of China, it shall appoint a professional stock agency within the territory of the Republic of China to handle shareholder voting matters. Cayman Islands. articles of association: "During the listing period, the company's physical shareholders' meeting shall be held within the territory of the Republic of China. “There are no exceptions, so there is no need to separately regulate the licensing or reporting procedures for holding a general meeting of shareholders outside the Republic of China. In addition, the company's entity shareholders' meeting during the listing period will be held in the Republic of China, but the company will still entrust a professional stock agency in the Republic of China to handle shareholder voting and other related matters.
Any or a plural number of shareholder(s) of a company who has (have) continuously held 3% or more of the total number of outstanding shares for a period of one year or a longer time may, by filing a written proposal There is no relevant regulation in Cayman Islands law. The company is a company established in accordance with the Companies Law of the Cayman Islands, and there is no local competent authority in the Cayman Islands responsible for examining whether shareholders can convene a shareholders' meeting on their own. Therefore, it is stipulated in Article 32 of the

171


Items that are Different The Companies Law of The Cayman Islands Description Articles of Incorporation Provisions and Description
setting forth therein the subjects for discussion and the reasons, request the board of directors to call a special meeting of shareholders. If the board of directors fails to give a notice for convening a special meeting of shareholders within 15 days after the filing of the request, the proposing shareholder(s) may, after obtaining an approval from the competent authority, convene a special meeting of shareholders on his/their own. Articles of Incorporation of the Company, any or a plural number of shareholder(s) of a company who has (have) continuously held 3% or more of the total number of outstanding shares for a period of one year or a longer time may, by filing a written proposal setting forth therein the subjects for discussion and the reasons, request the board of directors to call a special meeting of shareholders. If the board of directors fails to give a notice for convening a special meeting of shareholders within 15 days after the filing of the request, the proposing shareholder(s) may convene a special meeting of shareholders on his/their own - no need to obtain an approval from the competent authority.
A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the meeting in person. According to the opinion of the lawyers of the Cayman Islands, shareholders who exercise their voting rights in writing or electronically shall not be deemed to be present in person, but shall be construed as appointing the chairman of the shareholders' meeting as a proxy. The last paragraph of Article 57 of the Articles of Incorporation of the Company states: “Shareholders who exercise their voting rights in writing or electronically shall be construed as appointing the chairman of the shareholders' meeting as a proxy to exercise voting rights based on the content of their voting in writing or electronically. But the chairman of the shareholders' meeting has no voting rights for the matters not mentioned or indicated in the content, provisional motions or amendments to original motions. For the avoidance of doubt, a shareholder who exercises his/her/its voting power at a shareholders meeting in writing or

172


Items that are Different The Companies Law of The Cayman Islands Description Articles of Incorporation Provisions and Description
by way of electronic transmission shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders' meeting. “Therefore, the actual operation of this article is not materially different from the provisions of the laws of the Republic of China. However, the chairman of the shareholders' meeting is used as the proxy of the shareholders who vote in writing or electronically, so as to comply with the laws of the Cayman Islands - a shareholder's request to exercise the voting rights in person or by proxy on the spot at the same time.
The company must complete the transmission of the shareholders' meeting manual and other meeting-related electronic files thirty days before the regular shareholders' meeting. The Cayman Islands Act does not regulate this. The Company will complete the Amendment of the Articles of Association of the Company at the annual general meeting of shareholders this year, in accordance with the amendments to the 'Checklist Regarding Protection of the Rights and Interests of Investors in the Place of Registration of a Foreign Issuer' (hereinafter referred to as the 'Checklist') announced by the Taiwan Stock Exchange Corporation under Announcement No. 1151700475 dated February 4, 2026 to incorporate the requirements of the leftmost column specification.
If a company adopts par value shares, it cannot be converted Section 8(1) of the Cayman Islands Companies Law provides that an exempted Article 8 of the memorandum of organization of the company stipulates: "The total capital of the

173


Items that are Different The Companies Law of The Cayman Islands Description Articles of Incorporation Provisions and Description
into shares without par value; if a company adopts shares without par value, it cannot be converted into shares with par value. company shall not divide its capital into both par and no-par shares. company is NT$900,000,000, divided into 90,000,000 ordinary shares with a par value of NT$10 each", and the par value shares have been clearly adopted. In addition, after obtaining the opinions of the lawyers of the Cayman Islands, according to the provisions of Article 8(1) of the Cayman Islands Companies Law, if a Cayman Islands exempted company adopts shares of no par value, it cannot be converted into shares of par value in practice and vice versa. As an exempted company, the company has already issued par value shares, so there is no application of the specifications in the leftmost column; however, for the avoidance of doubt, the company has also stipulated clearly in Article 7(5) of the Articles of Incorporation, and the company shall not issue or convert to non-issued shares.
Notice for convening a regular general meeting of shareholders shall be given to each shareholder at least thirty days in advance, and notice for convening an extraordinary general meeting of shareholders shall be given to each shareholder at least fifteen days in advance. Pursuant to Section 61 of the Companies Law of the Cayman Islands, where the articles of association do not contain any provisions regarding notice of meetings, the company shall give notice to each shareholder at least five days prior to the date of the shareholders' meeting. Pursuant to Article 34(1) of the Company's Articles of Incorporation, it has been stipulated that during the period of listing, a general meeting of shareholders shall be convened by giving notice to each shareholder at least thirty days in advance, and an extraordinary general meeting of shareholders shall be convened by giving notice to each shareholder at least fifteen days in advance. However, the Company's Articles of Incorporation also incorporate, by reference to Article 26-2 of the Securities and Exchange Act, a provision allowing notice to be given by way of public

174


Items that are Different The Companies Law of The Cayman Islands Description Articles of Incorporation Provisions and Description
announcement to shareholders holding less than 1,000 shares. To this end, the Company will amend its Articles of Incorporation at this year's annual general meeting of shareholders to delete the provision allowing notice by public announcement to shareholders holding less than 1,000 shares, in accordance with the amendments to the Checklist Regarding Protection of the Rights and Interests of Investors in the Place of Registration of a Foreign Issuer.

175


Ventec International Group Co., Ltd.

Chairman: Alpha Victor Limited
Representative: Wang, Yu-Tzu


集團總部 / CORPORATE HEADQUARTERS

Ventec Electronics Co. Ltd.
308 TaiShan Rd
New District Suzhou
Jiangsu, P.R. China 215129
T: +86 512-68091810
Email: [email protected]

中東、歐洲及非洲區總部 / EMEA REGIONAL HEADQUARTERS

Ventec Europe
Unit 1 Trojan Business Centre
Tachbrook Park Estate
Leamington-Spa, CV34 6RH, UK
T: +44 1926-889822
Email: [email protected]

美洲區總部 / AMERICAS REGIONAL HEADQUARTERS

Ventec USA
720 Lee Street
Elk Grove Village
Illinois IL 60007
United States of America
T: +1 630-422 1627
Email: [email protected]

ventec
INTERNATIONAL GROUP
擴輝電子
venteclaminates.com