AI assistant
WE & WIN — Annual Report 2025
Jun 3, 2026
52146_rns_2026-06-03_8d43df78-bd33-412c-b6e9-88a20be94e9c.pdf
Annual Report
Open in viewerOpens in your device viewer
WWW WE & WON WORLD TECHNOLOGY 聯上建築
WE & WIN Development Co., Ltd.
Stock Code: 2537
2025 Annual Report

Printed on May 20, 2026
Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw
The Annual Report is available at: http://www.5v.com.tw
- Spokesperson
Name: Chih-Ming Lee
Title: General Manager
Tel: 886-2-2722-9898 ext:111
E-mail: [email protected]
Deputy Spokesperson
Name: Chin-Ching Tseng
Title: Deputy General Manager-Administration Division
Tel: 886-2-2722-9898 ext:211
E-mail: [email protected]
- Headquarters (no branches and plants)
Address: 36F., No. 68, Sec. 5, Zhongsiao E. Rd., Sinyi Dist., Taipei City
Tel: 886-2-2722-9898
Fax: 886-2-2722-0300
- Stock Transfer Agent
Name: The Transfer Agency Department of Yuanta Securities Co., Ltd.
Address: B1F., No.67, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City
Tel: 886-2-2586-5859
Website: www.yuanta.com.tw
- Auditors
Name of Firm: KPMG
Auditors: Hsin-Ting Huang, Yi-Yun Zou
Address: 68F, No.7, Sec.5, Xinyi Road, Taipei City
Tel: 886-2-8101-6666
Website: http://www.kpmg.com.tw
-
Overseas Securities Exchange: None.
-
Corporate Website: http://www.5v.com.tw
Contents
I. Letter to Shareholders
1.1 2025 Business Report ... 1
1.2 Overview of 2026 Business Plans ... 2
1.3 Development Strategy ... 3
1.4 The Impact of the External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions ... 3
II. Corporate Governance Status
2.1 Information on the Company’s directors, supervisors, president, vice president, associate vice president, and the manager of each department and branch institution ... 7
2.2 Remuneration Paid to Directors, President, and Vice President in 2025 ... 15
2.3 Implementation of Corporate Governance ... 23
2.4 Information on CPAs’ Professional Fees ... 55
2.5 Information on the Replacement of CPAs ... 55
2.6 The Employment of the Company’s Chairman, General Manager, Financial or Accounting Manager with the Firm of the Auditing CPA or Its Affiliated Businesses in the Past Year. ... 55
2.7 Particulars about Changes in Shareholding and Equity Pledge of Directors, Supervisors, Managers and Shareholders Holding More Than 10% of the Company’s Shares in the Past Year and as of the Date of Publication of the Annual Report ... 56
2.8 Relationship among the Top 10 Shareholders ... 57
2.9 Number of Shares Held and Shareholding Percentage of the Company, the Company’s Directors, Supervisors, Managers and any Companies Controlled either Directly or Indirectly by the Company ... 58
III. Capital Overview
3.1 Capital and Shares ... 59
3.2 Corporate Bonds ... 66
3.3 Preferred Shares ... 69
3.4 Global Depositary Receipts ... 69
3.5 Employee Stock Options ... 69
3.6 Issuance of Restricted Stock Awards ... 70
3.7 Issuance of New Shares in Connection with Mergers and Acquisitions or with
Acquisitions of Shares of Other Companies... 70
3.8 The Implementation of the Company’s Capital Allocation Plans... 70
3.9 Execution Status of Capital Allocation Plans... 70
IV. Operations Profile
4.1 Business Content... 72
4.2 Market, Production and Sales Overview... 75
4.3 Employee... 79
4.4 Information on Environmental Expenditure... 79
4.5 Labor Relations... 80
4.6 Information and Communication Security Management... 82
4.7 Important Contracts... 83
V. Review and Analysis of Financial Status and Business Results and Risk Issues
5.1 Financial Status... 90
5.2 Operation Results... 91
5.3 Cash Flow... 92
5.4 Impact of Major Capital Expenditure in the Past Year on the Financial Status... 92
5.5 Reinvestment Policy in the Past Year, the Main Reason for Its Profit or Loss, the Improvement Plan and Investment Plan in the Next Year... 92
5.6 Analysis of Risk Matters... 93
5.7 Other Important Matters... 94
VI. Special Notes
6.1 Information about the Company’s Affiliates... 94
6.2 Private Securities in the Past Year and as of the Date of Publication of the Annual Report... 99
6.3 Other Necessary Supplementary Notes... 99
VII. In Accordance with the Article 36, Paragraph 3, Subparagraph 2 of Securities and Exchange Act Enforcement Rules, Any Matter has had a Significant Impact on Shareholders Rights or the Price for the Securities in the Past Year and as of the Date of Publication of the Annual Report... 99
I. Letter to Shareholders
1.1 2025 Business Report
1.1.1 Implementation Results of Business Plans
The Company's Operating Revenue in 2025 is NT$ 1,255,647 thousand, which are mainly composed of collection on payments for house handover from projects in Taipei City, and New Taipei City at NT$ 1,249,373 thousand and other revenues at NT$ 6,274 thousand.
The Company's net profit of 2025 at NT$ 43,652 thousand is the balance after further deductions of non-operating expenses at NT$ 83,336 thousand and income tax expense at NT$ 34,949 thousand from net operating income at NT$ 161,937 thousand, which results from the gross income from operations at NT$ 328,741 thousand deducted with operating expense at NT$ 166,804 thousand.
1.1.2 Budget Implementation:
In accordance with Regulations Governing the Publication of Financial Forecasts of Public Companies, preparation of the Company's Financial Forecast of 2026 is not required.
1.1.3 Financial Income and Profitability Analysis:
| Items | 2025 | 2024 | |
|---|---|---|---|
| Financial Structure | Debt to Total Assets (%) | 76.06 | 74.36 |
| Long Term Funds to Fixed Assets (%) | 314,929.01 | 161,330.43 | |
| Repayment Capability | Current Ratio (%) | 135.69 | 145.98 |
| Quick Ratio (%) | 19.58 | 22.95 | |
| Interest Protection Multiples | 1.84 | 5.24 | |
| Profitability | Return on Assets (%) | 0.66 | 2.37 |
| Return on Equity (%) | 0.99 | 7.44 | |
| Ratio to Paid-in | Net Operating Profit (Loss) | 5.39 | |
| Capital (%) | Income (Loss) Before Tax | 2.62 | |
| Net Profit (Loss) Margin (%) | 3.48 | 14.22 | |
| Earnings (Loss) per Share (NTD) | 0.15 | 1.05 |
The Company's 2025 statement mainly recognizes income contributed by owner transfers of apartments of We & Win Shi-Yu and We & Win Da-Shi in New Taipei City, as well as continued sales from the We & Win Tian-Mu in Taipei City. The amount of recognized revenue declines compared with the previous year, and the sales margin of cases drops, leading to decrease of each indicator of profitability compared with the previous year.
In response to the funding demands of ongoing construction of the Company, the inventory and bank borrowings for the current fiscal year have increased; in addition, the ratio of debt to total assets has increased due to continued increase in payments collected from pre-sales as well as addition to contractual debts.
-2-
1.1.4 R&D Status:
-
Business Development & Sales: the Company has continued in development of various lands in Northern Taiwan, while in 2025, projects completed for sale include We & Win Shi-Yu and We & Win Da-Shi in New Taipei City, and the new pre-sales case of We & Win Intelligent Technology Commercial Building launched in Taipei City, as well as ongoing pre-sales of We & Win Da-Shi and We & Win Yuan-Lang in New Taipei City.
-
Planning & Design: We have invited renowned architects and designers for planning most adequate products following features in surroundings of the region intended for promotion and market needs to create added values and satisfy consumers' needs.
-
Construction Management: For construction sites in different types, we develop most suitable techniques and construction management mechanism as well as rigid compliance to construction quality to ensure construction safety at construction sites along with proper cost control and adherence to targeted construction schedule.
1.2 Overview of 2026 Business Plans
1.2.1 Management Guidelines
-
Operation of the Company features stability.
-
The Company's construction projects development focus on regions with convenience at transportation in Taiwan's six special municipalities (Taipei City, New Taipei City, Taoyuan City, Taichung City, Tainan and Kaohsiung City), and has adhered to the Five Values (5V) in constructions-great location, great aesthetics, great collection, great utility and great assurance-to establish company brand, to build positive reviews and to heighten company visibility.
1.2.2 Sales Forecast & Bases
- Completed handover case
We & Win Da-Shi in Sanchong Dist., New Taipei City. (Handover is ongoing across the year 2025.)
- Projects complete for sales:
(1) We & Win Tian-Mu in Shilin Dist., Taipei City.
(2) We & Win Da-Shi in Sanchong Dist., New Taipei City.
- Pre-Sale Projects:
(1) We & Win Intelligent Technology Commercial Building in Beitou Dist., Taipei City.
(2) We & Win He-Xu in Beitou Dist., Taipei City.
(3) We & Win Guang-Yu in Zhongli Dist., Taoyuan City
- Projects under construction:
Total seven projects, including Taipower Renai Road case in Zhongzheng Dist., Taipei City; We & Win Intelligent Technology Commercial Building and We & Win He-Xu in Beitou Dist., Taipei City; We & Win Ju-Chuan case in Sanchong Dist., New Taipei City; We & Win Yuan-Lang case in Xindian Dist., New Taipei City; We & Win Guang-Yu project in Zhongli Dist., Taoyuan City; and the Siwei case in Lingya Dist., Kaohsiung City.
1.2.3 Important Production and Promotion Policies
-
Production Policies
(1) Seeking suitable lands for purchase and joint construction to sustain the Company's business.
(2) Planning products satisfying optimal market needs following features of surroundings and market needs of projects.
(3) Rigid control over construction quality and technology and management mechanism along with reinforced guarantee over construction site safety.
(4) Fully implementing design material selection and construction management mechanism to reach the goals of product delicacy, cost control, construction period control, etc. while ensuring the achievement of return on investments.
(5) Creating added values of our products to reinforce our competitiveness. -
Sales Strategies
(1) Taking proper product positioning based on market needs.
(2) Valuing consumers and building the service orientation “respecting and honoring our customers”.
(3) Reinforcing relevant laws and regulations technology and upholding Principles of Fairness and Reasonableness to diminish disputes over deals.
(4) Enhancing enterprise images to build word of mouth and attain sustainable management.
(5) Allowing consumers to know more about the company and adding internet marketing channels for additional ways of consumer interaction via the use of company website.
1.3 Development Strategy
1.3.1 Carefully choose sites adjacent to train stations, MRT stations, green spaces, excellent school districts and complete living functions in the redevelopment zone of Taiwan's six special municipalities for land development; in addition, continue to actively communicate and coordinate with the landlords for collaboration in construction/urban renewal/reconstruction of old buildings projects to create a win-win situation.
1.3.2 Customer-oriented and market-oriented products planning to create added value.
1.4 The Impact of the External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions
1.4.1 The Impact of the External Competitive Environment
There are many indirect competitors in the construction industry, but the large market size and diversified products make it difficult for a few firms to dominate the market. Since the urban areas are densely populated, land acquisition is not easy and the cost of it is high. In addition, due to the fact hat real estate market has been slow in recent years, firms that successfully execute differentiation strategy can survive in the highly competitive market. Therefore, the company strives to provide well-designed affordable housing projects for consumers in order to remain competitive and create a market segmentation.
-3-
1.4.2 The impact of the Regulatory Environment
In order to curb house prices, the government has successively adopted various fiscal policy tolls and tax policy tools for market control in recent years:
-
Local government have contributed to raise the announced land prices / announced current values, standard unit prices for housing construction, and area adjustment rates, resulting in an upward trend in the tax base for land value tax, deed tax, and property tax.
-
On January 1st, 2016, the Integrated Housing and Land Tax was implemented, and the relevant income tax laws were amended on July 1st, 2021 (referred to as "Integrated Housing and Land Tax 2.0") for the purpose of reducing the willingness of individuals and corporations to profit from short-term real estate transactions and the possibility of tax evasion.
-
In order to prevent excessive credit resources from flowing into real estate from banks, between 2020 and 2024, the central bank has revised the "Regulations Governing Financial Institutions' Mortgage Loans for Real Estate" for multiple times, announcing stricter credit control measures for land and housing loans, corporate loans for purchasing residential property, multiple-unit housing loans for individuals, high-priced housing, idle land in industrial zones used as collateral for loans, and loans for unsold houses. Land purchase loans of construction companies from financial institutions should be commenced and constructed within a certain period of time. If not, except for cases where the borrower is not at fault as verified by the lending financial institution with specific and clear evidence, the loan should be gradually recovered according to a reasonable proportion and subject to stepped-up interest rates annually.
-
The Legislative Yuan passed the amendment to the "The Equalization of Land Rights Act" on January 10th, 2023, which limits the resale of presale houses through contract assignment, imposes heavy penalties for speculation, establishes a reward system for whistleblowing, introduces permit requirements for corporate purchases of residential properties, and mandates declaration and registration of cancellations of presale house contracts.
-
The Legislative Yaun passed on the third reading the amendments of the House Tax Act on December 19, 2023, to the effect that the house tax is levied on a nationwide rather than county/city basis, adopting the full progressive method to assess the house tax, the rate of which increases from the current 1.5% - 3.6% to 2% - 4.8%. The new amendments are expected to come into force in July 2024, and applicable to the house tax return in May 2025 with a view to increasing multiple-house holding cost, reducing idle houses, and further accelerating the
-4-
force of house leasing or selling in the market.
- Effective the second half of 2024, the Central Bank requests all banks shall autonomously control the total amount of real estate credit, continuously tighten loan ratio and interest conditions, and strictly restrict fund purpose and flow of real estate loan by way of targeted examination.
Under the impact of the above-mentioned policy implementation, capital supply in the real estate market is insufficient, the real estate trading volume declines, consumers' intention to purchase houses tends to be conservative, and selling of house products becomes more difficult; how companies highlight the advantages of product design and planning, coupled with competitive pricing, will be the key to outperforming competitors in the future.
The above-mentioned regulatory measures for urban renewal and reconstruction of dangerous and old buildings have exemptions, indicating that the government encourages real estate developers to engage in development through urban renewal and reconstruction methods despite tightening controls in the real estate market, in order to achieve the dual goals of housing justice and public safety.
1.4.3 The impact of the Macroeconomic Conditions
Looking back at 2025, as impact of the U.S. tariff policy is gradually clarified, benefiting from ongoing strong demands in emerging technologies such as AI, high performance computing, semiconductors, etc., export of technology products in Taiwan enjoyed a huge growth with successive investment of domestic and foreign funds; brilliant profitability of enterprises drove growth of salary and increase of family disposable income and private consumption expenditure. According to preliminary statistics of the Directorate General of Budget, Accounting and Statistics, the economic growth rate in 2025 was 8.68%, hitting a record high for recent 15 years.
Looking forward to 2026, under circumstances of global technicalization waves and continuous increase of capital expenditure by cloud service providers in the U.S., it is expected that export orders of our 3C products will continue to grow to maintain export and production momentum. According to the latest economic forecast of the Directorate General of Budget, Accounting and Statistics, the domestic economic growth rate throughout 2026 is expected to reach 7.71%. Even so, under the influence of the Middle East conflicts, the international oil price is soaring with sharp increase of pressure from the global inflation. In spite of setup of a mechanism to mitigate the impact of price increases, the geopolitical conflicts in the Middle East are expanded, the U.S. launches a new Section 301 Investigation, and so on. As a result, a lot of uncertain factors still exist in global economic and trade activities, inflation, and supply chain.
-5-
Growth of domestic overall economic growth is beneficial to development of the real estate market. However, at the current stage, the real estate market is affected by many disadvantageous factors such as the central bank’s strict control of real estate capital, rising price of raw construction materials, soaring costs of earthwork and waste disposal, etc. In consequence, housing price remains high, while the trading volume and project volume continue to decline. The company will carefully adopt a stability strategy in response to changes in the real estate cycle in the next year and gradually make project plans for the next few years in order to continually distribute profits to shareholders.
-6-
II. Corporate Governance Report
2.1 Information on the Company’s directors, president, vice president, associate vice president, and the manager of each department and branch institution:
2.1.1 Directors:
- Information regarding Name, Gender, Age, Nationality or Place of Registration, Selected Education, Past Positions & Current Positions at Non-profit Organizations, Selected Current Positions at the Company and Other Companies, Date Elected, Term of Office, Date First Elected, and Shareholdings of Oneself, Spouse, Minors, and Nominee:
As of April 25, 2026 Units: Shares (In Thousands)
| Title
(Note 1) | Nationality or Place of Registration | Name | Gender | Age
(Note 2) | Date Elected | Term of Office | Date First Elected
(Note 3) | Shares Held When Elected | | Shares Currently Held | | Shares Currently Held by Spouse & Minors | | Shares Held by Nominee Arrangement | | Selected Education, Past Positions & Current Positions at Non-profit Organizations (Note 4) | Selected Current Positions at the Company and Other Companies | Executives, Directors or Supervisors Who are Spouses or within Second Degree Relative of Consanguinity | | | Remark
(Note 5) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | Shares | % | Shares | % | Shares | % | Shares | % | | | Title | Name | Relation | |
| Representative Director | R.O.C | We & Win Investment Co., Ltd. | — | — | June 27, 2023 | 3 Years | June 22, 2011 | 59,506 | 19.80% | 59,506 | 19.80% | Nil | Nil | Nil | Nil | Not Applicable | Not Applicable | Nil | Nil | Nil | - |
| Chairman
(Note 6) | R.O.C | We & Win Investment Co., Ltd.
Representative:
Yang Yi Su | Male | 50-59 | June 27, 2023 | 3 Years | October 3, 2005 | 327 | 0.11% | 327 | 0.11% | 80 | 0.03% | 98,484
(Note 7) | 32.77 | College degree
Chairman of We & Win Diversification Co., Ltd.
Chairman of Lian Jie Construction Co., Ltd. | Chairman of the Company
Chairman of We & Win Diversification Co., Ltd.
Chairman of Lian Jie Construction Co., Ltd.
Chairman of We & Win Investment Co., Ltd.
Chairman of Good life Living Co., Ltd.
Director of Lian Jing Investment Co., Ltd.
Director of Metropolitan Living Development Co., Ltd.
Supervisor of Mei Li Construction Co, Ltd.
Supervisor of We & Win Kim Ding Co., Ltd. | Director | She Men Yang | the Spouse | - |
| Representative Director | R.O.C | Lian Jie Construction Co., Ltd. | — | — | June 27, 2023 | 3 Years | June 19, 2008 | 9,123 | 3.04% | 9,123 | 3.04% | Nil | Nil | Nil | Nil | Not Applicable | Not Applicable | Nil | Nil | Nil | - |
| Director | R.O.C | Lian Jie Construction Co., Ltd.
Representative
Shu Men Yang | Female | 50-59 | June 27, 2023 | 3 Years | October 1, 2005 | 80 | 0.03% | 80 | 0.03% | 327 | 0.11% | 98,484
(Note 7) | 32.77 | College degree
Chairman of Mei Li Construction Co, Ltd. | Chairman of Mei Li Construction Co, Ltd.
Chairman of Lian Jing Investment Co., Ltd.
Director of We & Win Diversification Co., Ltd.
Director of We & Win Investment Co., Ltd.
Director of Metropolitan Living Development Co., Ltd.
Director of We & Win Kim Ding Co., Ltd.
Director of Lian Ting Investment Co., Ltd. | Chairman | Yang Yi Su | The Spouse | - |
| Director | R.O.C | Lian Jie Construction Co., Ltd.
Representative
Chih Ming Lee | Male | 50-59 | June 27, 2023 | 3 Years | June 19, 2008 | 673 | 0.22% | 407 | 0.14% | Nil | Nil | Nil | Nil | Master degree
Person In Charge of Chih Ming Lee Architect Office | President of the Company
Person In Charge of Chih Ming Lee Architect Office | Nil | Nil | Nil | - |
-7-
| Title (Note 1) | Nationality or Place of Registration | Name | Gender | Age (Note 2) | Date Elected | Term of Office | Date First Elected (Note 3) | Shares Held When Elected | Shares Currently Held | Shares Currently Held by Spouse & Minors | Shares Held by Nominee Arrangement | Selected Education, Past Positions & Current Positions at Non-profit Organizations (Note 4) | Selected Current Positions at the Company and Other Companies | Executives, Directors or Supervisors Who are Spouses or within Second Degree Relative of Consanguinity | Remark (Note 5) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||||||
| Director | R.O.C | Lian Jie Construction Co., Ltd. Representative Zhen You Wang | Female | 50-59 | June 27, 2023 | 3 Years | October 1, 2005 | 0 | 0.00% | 0 | 0.00% | Nil | Nil | Nil | Nil | College degree Associate Vice President for Finance of Lian Jie Construction Co., Ltd | President of Yuehui Gourmet Co., Ltd. Supervisor of Liancheng Investment Co., Ltd. Supervisor of Lian Ting Investment Co., Ltd Supervisor of We & Win International Hospitality Co., Ltd | Nil | Nil | Nil | - |
| Independent Director | R.O.C | Zun Ren Ke | Male | Over 60 (exclusive) | June 27, 2023 | 3 Years | June 26, 2017 | 0 | 0.00% | 0 | 0.00% | 41 | 0.01% | Nil | Nil | Bachelor degree Lawyer of Zun Ren Ke Law Firm | Lawyer of Zun Ren Ke Law Firm | Nil | Nil | Nil | - |
| Independent Director | R.O.C | Ming Huang Zhuang | Male | Over 60 (exclusive) | June 27, 2023 | 3 Years | June 26, 2008 | 0.004 | 0.00% | 0.004 | 0.00% | 0.058% | 0.00% | Nil | Nil | Bachelor degree Associate Vice President of Wei Yuan CPAs & Co. | Associate Vice President of Wei Yuan CPAs & Co. | Nil | Nil | Nil | - |
| Independent Director | R.O.C | Polly Wen | Female | 40-49 | June 27, 2023 | Years | June 23, 2020 | 0 | 0.00% | 0 | 0.00% | Nil | Nil | Nil | Nil | Master degree Lawyer of For-You Law Firm | Lawyer of For-You Law Firm | Nil | Nil | Nil | - |
Note 1: The institutional shareholder should indicate the name of institutional shareholders and representatives respectively, in which the name of institutional shareholders should be specified for those representatives of institutional shareholders, and fill in the below Table 1.
Note 2: Please list your actual age in interval way, like 41~50 or 51~60.
Note 3: The date first elected as the director or supervisor of the Company should be filled in and any interruption should be indicated.
Note 4: Should past positions related to current positions are working experiences at certified accounting firm responsible for auditing or at associates during the aforementioned period, the professional title and responsible positions should be indicated.
Note 5: If chairman and president or someone with an equivalent job responsibility, i.e. the highest ranking manager of the Company, is the same person, in a marital relationship with each other, or within first degree of consanguinity, the relevant information regarding causes, reasonableness, necessity, and countermeasures, such as increasing the seat quantity of independent director and having more than half of directors not concurrently serving as employees or executive officers, should be provided.
Note 6: Chairman Yung Yi Su was reappointed as the chairman of the Company by the Board of Directors on June 27, 2023.
Note 7: It is the sum of shares of the Company held by We & Win Investment Co., Ltd., Lian Jie Construction Co., Ltd., and Lian Jing Investment Co., Ltd.
- Major Shareholders of the Institutional Shareholders (Include the directors of the institution, and the shareholders of the institution with Top 10 shareholding ratios.)
Table 1: Major shareholders of the institutional shareholders
As of April 25, 2026
| Name of Institutional Shareholders (Note 1) | Major Shareholders (Note 2) | Percentage of Shareholding (%) |
|---|---|---|
| We & Win Investment Co., Ltd. | Yung Yi Su | 66.78% |
| Shu Mien Yang | 28.85% | |
| Sheng Feng Su | 2.50% | |
| Wen Ting Su | 1.85% | |
| Su Lee, Shu Zhi | 0.01% | |
| Chia Tung Su | 0.01% | |
| Lian Jie Construction Co., Ltd. | Yung Yi Su | 51.14% |
| We & Win Investment Co., Ltd. | 40% | |
| Shu Mien Yang | 4% | |
| Sheng Feng Su | 2.43% | |
| Wen Ting Su | 2.43% |
Note 1: If the directors and supervisors are the representatives of the institutional shareholders, then the names of the institutional shareholders must be provided.
Note 2: Please indicate the name of the major shareholders of the institutional shareholders, with Top 10 shareholding ratios, and the percentage of shareholding. Table 2 is applicable if the major shareholder is a corporate.
Note 3: If the institutional shareholders are not corporates, the aforementioned shareholder name and shareholding percentage should be revealed, that is, the name of the contributor or donator (you can refer to announcement inquiry of Judicial Yuan) and the contribution or donation ratio, for the deceased donators, please attribute "deceased".
Table 2: Major shareholders of the institutional shareholders listed in Table 1 are corporates
As of April 25, 2026
| Name of Institutional Shareholders (Note 1) | Major Shareholders (Note 2) | Percentage of Shareholding (%) |
|---|---|---|
| We & Win Investment Co., Ltd. | Yung Yi Su | 66.78% |
| Shu Mien Yang | 28.85% | |
| Sheng Feng Su | 2.50% | |
| Wen Ting Su | 1.85% | |
| Su Lee, Shu Zhi | 0.01% | |
| Chia Tung Su | 0.01% |
Note 1: If any of the major shareholders listed in Table 1 is a corporate, the name of the institution must be revealed.
Note 2: Please indicate the names of the major shareholders of the institutional shareholders, with Top 10 shareholding ratios, and the percentage of shareholding.
Note 3: If the institutional shareholders are not corporates, the aforementioned shareholder name and shareholding percentage should be revealed, that is, the name of the contributor or donator (you can refer to announcement inquiry of Judicial Yuan) and the contribution or donation ratio, for the deceased donators, please attribute "deceased".
3. Director Professional Qualification and Independent Director Independence Information Disclosure:
As of April 25, 2026
| Name | Criteria | Professional Qualification and Experience (Note 1) | Independence Criteria (Note 2) | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|---|
| Lian Shang Investment Co., Ltd. | ||||
| Representative: Yung Yi Su | With over five years of business experience which our company needs, currently serving as Director of our company, and not been a person of any conditions defined in Article 30 of the Company Act | (1) Not a government agency, juridical person or its representative as defined in Article 27 of the Company Law. | — | — |
| Lian Jie Construction Co., Ltd. | ||||
| Representative: Shu Mien Yang | With over five years of business experience which our company needs, having served as Director of our company from October 2005 so far and not been a person of any conditions defined in Article 30 of the Company Law | (1) Not a government agency, juridical person or its representative as defined in Article 27 of the Company Law. | — | — |
| Lian Jie Construction Co., Ltd. | ||||
| Representative: Chih Ming Lee | With over five years of business experience which our company needs, recently serving as General Manager of our company and have the qualification of architect, and not been a person of any conditions defined in Article 30 of the Company Law | (1) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders; | ||
| (2) Not a director, supervisor, or employee of other companies controlled by the same person with over half of the Company’s director seats or shares with voting rights; | ||||
| (3) Not a spouse, relative within the second degree of consanguinity, or lineal relative within the third degree of consanguinity, of any of the other directors; | ||||
| (4) Not a government agency, juridical person or its representative as defined in Article 27 of the Company Law. | — | — | ||
| Lian Jie Construction Co., Ltd. | ||||
| Representative: Zhen You Wang | With over five years of business experience which our company needs, having served as Director of our company from June 2017 so far and not been a person of any conditions defined in Article 30 of the Company Law | (1) Not an employee of the Company or any of its affiliates; | ||
| (2) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders; | ||||
| (3) Not a spouse, relative within the second degree of consanguinity, or lineal relative within the third degree of consanguinity, of any of the other directors; | ||||
| (4) Not a government agency, juridical person or its representative as defined in Article 27 of the Company Law. | — | — | ||
| Independent Director | ||||
| Zun Ren Ke | With over five years of business experience which our company needs, recently serving as Practical Lawyer, not been a person of any conditions defined in Article 30 of the Company Law | (1) Not an employee of the Company or any of its affiliates; | ||
| (2) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders; | ||||
| (3) Not a spouse, relative within the second degree of consanguinity, or lineal relative within the third | — | — |
-10-
| Independent Director Ming Huang Zhuang | With over five years of business experience which our company needs, recently serving as Associate Vice President of Wei Yuan CPAs & Co, and not been a person of any conditions defined in Article 30 of the Company Law | degree of consanguinity, of any of the above persons in the preceding three subparagraphs; (4) Not a director, supervisor, or employee of a institutional shareholder that directly holds five percent or more of the total number of issued shares of the Company, ranks as of its top five shareholders, or appointed as the Company's director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary; (5) Not a director, supervisor, or employee of other companies controlled by the same person with over half of the Company's director seats or shares with voting rights. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary; (6) Not a director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairman, president, or someone with an equivalent job responsibility. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary; (7) Not a director, supervisor, managerial officers, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the Company. The same does not apply, however, in cases where the specific company or institution holds 20% or more but less than 50% of the Company's issued shares and the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary; (8) Not a professional individual who, or an owner, partner, director, supervisor, or managerial officers of a sole proprietorship, partnership, company, or institution that, offered auditing services or provided commercial, legal, financial, accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. The same does not apply, however, in cases where members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee exercises powers for performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. (9) Not having a marital relationship, or a relative within the second degree of consanguinity to any other director of the Company; (10) Not a government agency, juridical person or its representative as defined in Article 27 of the Company Law. | — |
|---|---|---|---|
| Independent Director Polly Wen | With over five years of business experience which our company needs, recently serving as Practical Lawyer, not been a person of any conditions defined in Article 30 of the Company Law | — |
Note 1: Professional Qualification Experience: Professional Qualification of individual director and supervisor should be indicated. If he or she is the member of Audit Committee with accounting and finance specialty, the background of accounting or finance and work experience should be indicated, and explain if he or she is a person of any conditions defined in Article 30 of the Company Law.
Note 2: Independent Director should meet the independence situation, including but not limit whether the person himself, spouse, or relatives within the second degree are the directors, supervisors or employees of the company or its affiliated companies; the number and proportion of company shares held by the person himself, spouse, or relatives within the second degree (or in the name of others); whether to serve as a director, supervisor or employee of a company that has a specific relationship with the company (refer to the provisions of Article 3, Paragraph 1, Subparagraphs 5 to 8 of the Regulations on the Establishment of Independent Directors of Public Companies and Matters to be Complied with); amount of remuneration received for providing business, legal, financial, accounting and other services to the company or its affiliates in the last two years.
- Board Diversity Policy and Independence:
(1) Board Diversity Policy:
The Company's 14th session of Board of Directors is composed with consideration of the profession and independence in accordance with Article 20, Paragraph 3 of "Codes of Practice on Corporate Governance" of the Company and conformed to the following diversified structure, such as leadership and decision-making ability, financial and accounting ability, business management ability, legal profession, and knowledge of the industry. Furthermore, the Company emphasizes gender equality in the composition of the Board of Directors, in which the Company target to have 25% or more ratios of female directors. The ratio of female directors in this session accounts for more than 40% (42.86%) of the composition of the board of directors. In addition, someone among the independent directors, is required to possess legal or financial and accounting profession for supporting the Company at decision-making. In this session, two independent directors of the Company have possessed legal profession and one possessed financial and accounting profession.
As of April 25, 2026
| Name\Diversity Core Item | Nationality | Gender | Age | Job Tenture of serving as independent director | Leadership and Decision-making Ability | Financial and Accounting Ability | Business Management Ability | Legal Profession | Knowledge of the Industry | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 40-49 | 50-59 | Over 60 (exclusive) | Less than 6 years | 6-9 years | ||||||||
| We & Win Investment Co., Ltd. Representative: Yung Yi Su | R.O.C. | Male | V | V | V | V | ||||||
| Lian Jie Construction Co., Ltd. Representative: Shu Mien Yang | R.O.C. | Female | V | V | V | V | ||||||
| Lian Jie Construction Co., Ltd. Representative: Chih Ming Lee | R.O.C. | Male | V | V | V | V | ||||||
| Lian Jie Construction Co., Ltd. Representative: Zhen You Wang | R.O.C. | Female | V | V | V | V | ||||||
| Independent Director Zun Ren Ke | R.O.C. | Male | V | V | V | V | ||||||
| Independent Director Ming Huang Zhuang | R.O.C. | Male | V | V | V | V | V | |||||
| Independent Director Polly Wen | R.O.C. | Female | V | V | V | V |
Note 1: Professional Qualification Experience: Professional Qualification of individual director and supervisor should be indicated. If he or she is the member of Audit Committee with accounting and finance specialty, the background of accounting or finance and work experience should be indicated, and explain if he or she is a person of any conditions defined in Article 30 of the Company Law.
Note 2: Independent Director should meet the independence situation, including but not limit whether the person himself, spouse, or relatives within the second degree are the directors, supervisors or employees of the company or its affiliated companies; the number and proportion of company shares held by the person himself, spouse or relatives within the second degree (or in the name of others); whether to serve as a director, supervisor or employee of a company that has a specific relationship with the company (refer to the provisions of Article 3, Paragraph 1, Subparagraphs 5 to 8 of the Regulations on the Establishment of Independent Directors of Public Companies and Matters to be Complied with); the amount of remuneration received for providing business, legal, financial, accounting and other services to the company or its affiliates in the last two years.
Note 3: For disclosure methods, please refer to the Best Practice Reference Examples on the website of the Corporate Governance Center of the Taiwan Stock Exchange.
(2) Board Independence:
The Company now has 7 Board members, including 3 independent directors and 4 directors (account for 42.86% and 57.14% of the whole board member). All independent directors are in compliance with the regulations of the Securities and Futures Bureau of the Financial Supervisory Commission for independent directors, except for the two directors with general status (Director Yung Yi Su and Director Shu Mien Yang) who are spouses, the board of directors does not have the provisions of Article 26-3 of the Securities and Exchange Act. Items 3 and 4. The Company’s Board of Directors is endowed with independence. (Please refer to pages 10~11 of this annual report - information disclosure of directors’ professional qualifications and independence of independent directors), For each director’s educational and work qualification and experience, gender, and work experience, please refer to this annual report. (Please refer to pages 7~8 of this annual report – directors, president, vice president, associate vice president, and the manager of each department and branch institution.)
-13-
2.1.2 Information on the Company's president, vice president, associate vice president, the manager of each department and branch institution:
As of April 25, 2026 Unit: Shares (In Thousands)
| Title (Note 1) | Nationality | Name | Gender | Date Elected | Shares Held | Shares Held by Spouse & Minors | Shares Held by Nominee Arrangement | Selected Education, Past Positions & Current Positions at Non-profit Organizations (Note 2) | Selected Current Positions at the Company and Other Companies | Managers Who are Spouses or within Second Degree Relative of Consanguinity | Remark (Note 3) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| President | R.O.C | Chih Ming Lee | Male | 2008.07.01 | 407 | 0.14% | — | — | — | — | Master degree Person In Charge of Zhi Ming Lee Architects & Planners Possess professional qualifications in architecture | Person In Charge of Zhi Ming Lee Architects & Planners | Nil | Nil | Nil | No such a condition |
| Administration Department Vice President | R.O.C | Chin Ching Tseng | Female | 2008.07.01 | 587 | 0.20% | — | — | — | — | Bachelor degree Deputy Manager of KPMG International Certification in Control Self-Assessment (CCSA) Certified Internal Auditor (CIA) | Nil | Nil | Nil | Nil | — |
| President's Office Associate Vice President for Procurement | R.O.C | Chia Huei Lu | Female | 2020.03.26 | 1 | — | — | — | — | — | College degree Procurement Manager of Hua Zi Construction Co., Ltd. | Nil | Nil | Nil | Nil | — |
| Corporate Governance Director | R.O.C | Chien Lin Chiu | Male | 2021.05.12 | 0 | — | — | — | — | — | Master degree Administrative Manager of We & Win Development Co., Ltd. | Nil | Nil | Nil | Nil | — |
| Design Department Associate Vice President | R.O.C | Guan Zhong Lu | Male | 113.08.09 | 0 | — | — | — | — | — | Bachelor degree Design Manager of We & Win Development Co., Ltd. Planning Department Manager of Dali Development Co., Ltd. | Nil | Nil | Nil | Nil | — |
| Sales Department Associate Vice President | R.O.C | Chia Ling Tsai | Female | 114.01.15 | 0 | — | — | — | — | — | Bachelor degree Business Manager of We & Win Development Co., Ltd. | Nil | Nil | Nil | Nil | — |
| Internal Audit Office Supervisor | R.O.C | Li Chin Chang | Female | 2006.07.01 | 0 | — | — | — | — | — | Bachelor degree Auditor of PwC Taiwan | Nil | Nil | Nil | Nil | — |
Note 1: Information on the Company's president, vice president, associate vice president, the manager of each department and branch institution, or someone with an equivalent job responsibility as the aforementioned, regardless of job title, all should be disclosed.
Note 2: Should past positions related to current positions are working experiences at certified accounting firm responsible for auditing or at associates during the aforementioned period, the professional title and responsible positions should be indicated.
Note 3: If president or someone with an equivalent job responsibility, i.e. the highest ranking manager of the Company, are the same person, in a marital relationship with each other, or within first degree of consanguinity, the relevant information regarding causes, reasonableness, necessity, countermeasures, such as increasing the seat quantity of independent director and having more than half of directors not concurrently serving as employees or executive officers, should be provided.
2.2 Remuneration Paid to Directors, President, and Vice President in 2025
2.2.1 Remuneration of Directors (Unit: In Thousands of New Taiwan Dollars)
Table 1-1 Remuneration of General Directors and Independent Directors (By disclosing the name of each individual and the corresponding remuneration amount)
| Title | Name | Director's Remuneration (Note 2) | Aggregate of four items of remunerations (A+B+C+D) as a % of Net Income (Loss) (Note 10) | Compensation Earned by a Director Who is an Employee of the Company or of The Company's Consolidated Entities | Aggregate of seven items of remunerations (A+B+C+D+E+F+G) as a % of Net Income (Loss) (Note 10) | Compensation Paid to Directors from Non-consolidated Affiliates (Note 11) |
|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance Pay and Pensions (B) | Compensation to Directors (C) (Note 3) | Allowances (D) (Note 4) | Base Compensation, Bonuses, and Allowances (E) (Note 5) | Severance Pay and Pensions (F) | Profit Sharing (G) (Note 6) |
| From the Company | From All Consolidated Entities (Note 7) | From the Company | From All Consolidated Entities (Note 7) | From the Company | From All Consolidated Entities (Note 7) | From the Company |
| Representative Director | We & Win Investment Co., Ltd. | - | - | - | - | 398 |
| Chairman | Representative of We & Win Investment Co., Ltd.: Yang Yi Su | 4,500 | 4,500 | - | - | - |
| Representative Director | Lian Jie Construction Co., Ltd. | - | - | - | - | 481 |
| Director | Representative of Lian Jie Construction Co., Ltd.: Shu Mien Yang | - | - | - | - | - |
| Director | Representative of Lian Jie Construction Co., Ltd.: Chih Ming Lee | - | - | - | - | - |
| Director | Representative of Lian Jie Construction Co., Ltd.: Zhen You Wang | - | - | - | - | - |
| Independent Director | Zan Ren Ke | 120 | 120 | - | - | 150 |
| Independent Director | Ming Huang Zhuang | 120 | 120 | - | - | 150 |
| Independent Director | Polly Wen | 120 | 120 | - | - | 150 |
Description:
(a) The Company's net profit after tax was NT$43,652 thousand in 2025 in accordance with the income statement audited by the CPAs.
(b) Other than as disclosed in the above table, the remuneration earned by the director, Chih Ming Lee, who serves as the managing director of Lee Chih-Ming Architect & Associates, by providing services (e.g. providing consulting services as a non-employee) to the Company and all consolidated entities in the latest fiscal year is NT$2,800 thousand.
Table 1-2-2 Range of Remuneration
| Range of remuneration payable to each director of the Company | Name of Directors | |||
|---|---|---|---|---|
| Aggregate of four items of remunerations (A+B+C+D) | Aggregate of seven items of remunerations (A+B+C+D+E+F+G) | |||
| From the Company (Note 9) | From All Consolidated Entities (Note 10) (I) | From the Company (Note 9) | From All Consolidated Entities (Note 10) (J) | |
| Below NT$1,000,000 | Shu Mien Yang, Chih Ming Lee, Zhen You Wang, Zun Ren Ke, Ming Huang Zhuang, Polly Wen | Shu Mien Yang, Chih Ming Lee, Zhen You Wang, Zun Ren Ke, Ming Huang Zhuang, Polly Wen | Shu Mien Yang, Zhen You Wang, Zun Ren Ke, Ming Huang Zhuang, Polly Wen | Shu Mien Yang, Zhen You Wang, Zun Ren Ke, Ming Huang Zhuang, Polly Wen |
| NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) | — | — | — | — |
| NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) | — | — | Chih Ming Lee | Chih Ming Lee |
| NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) | Yung Yi Su | Yung Yi Su | Yung Yi Su | Yung Yi Su |
| NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive) | — | — | — | — |
| NT$10,000,000 (inclusive)~NT$15,000,000 (exclusive) | — | — | — | — |
| NT$15,000,000 (inclusive)~NT$30,000,000 (exclusive) | — | — | — | — |
| NT$30,000,000 (inclusive)~NT$50,000,000 (exclusive) | — | — | — | — |
| NT$50,000,000 (inclusive)~NT$100,000,000 (exclusive) | — | — | — | — |
| Over NT$100,000,000 | — | — | — | — |
| Total | 7 Persons | 7 Persons | 7 Persons | 7 Persons |
Note 1: The names of directors should be separately disclosed, in which the institutional shareholder should indicate the name of institutional shareholders and representatives respectively. The corresponding remuneration amount paid to each general director and independent director should also be disclosed in aggregate respectively. If a director concurrently serves as the president or vice president, the table and the below Table 3-1 or the following Table 3-2-1 and Table 3-2-2 should be filled out.
Note 2: It refers to the remuneration of directors received in the most recent year, including salaries of the directors, special responsibility allowance, severance pays, various bonuses, incentives, etc.
Note 3: It refers to the remuneration of directors to be distributed in accordance with the proposal approved by the Board of Directors in the most recent year.
Note 4: It refers to the relevant expenses for business operations paid to directors in the most recent year, including transportation allowance, special various allowances, and the provision of dormitory and vehicle, etc. When a house, car, and other transportation or exclusive personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also disclose the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration.
Note 5: It refers to the salaries, special responsibility allowance, severance pay, various bonuses, incentives, transportation allowance, special allowance, and the provision of dormitory and vehicle received by the directors who concurrently serve as employees, including president, vice president, and other managerial officers and employees, in the recent year. When a house, car, and other transportation or personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also describe the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration. In addition, the salary expense recognized in accordance with IFRS 2 "Share-based payment" includes the acquisition of employee stock warrant, employee restricted stock, and subscription of new shares from cash capitalization, should also be included in remuneration.
Note 6: It refers to the employee compensation, including stock and cash, received by the directors who concurrently serve as employees, including concurrently serving as president, vice president, and other managerial
officers and employees, in the most recent year. It is required to disclose the amount of employee remuneration to be distributed in accordance with the proposal approved by the Board of Directors. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year and the attached Table 1-3 shall be filled out as well.
Note 7: Shall disclose the total amount of remuneration paid to the directors by all the companies, including the Company, enclosed in the consolidated financial statements.
Note 8: Disclose the name of the directors in the respective range of total remuneration received from the Company.
Note 9: Shall disclose the name of the directors in the respective range of total remuneration received from all the companies, including the Company, enclosed in the consolidated financial statements.
Note 10: Net income (loss) after tax refers to the net income (loss) of the most recent year. After the adoption of International Financial Reporting Standards (IFRSs), it refers to the net income (loss) in the individual financial statements of the most recent year.
Note 11: (a) It is required to specify in this column the relevant remuneration amount the directors of the Company received from the invested companies other than the subsidiaries or parent company. If nil, please fill in "Nil".
(b) If the Company's director has received the relevant remuneration from the invested companies other than the subsidiaries, the received amount should be included in Column I. In addition, the column title shall be revised as "Compensation Paid to Directors from Parent Company and Invested Companies".
(c) Compensation shall mean the remuneration, reward, including the reward of employee, directors, and supervisors, and expense for business operation paid to the Company's directors by the invested companies other than the subsidiaries and such directors concurrently serve as directors, supervisors, or managerial officers of the invested companies.
Remark: Compensations in the table are different from incomes for income tax law. Therefore, figures in the table are mainly for information disclosure and cannot be used as the basis for taxation.
2.2.2 Remuneration of Supervisors (Unit: In Thousands of New Taiwan Dollars): Not Applicable. At the regular shareholders' meeting, the Company has completed the process of re-electing independent directors for replacing supervisors, dismissed since June 26, 2017.
2.2.3 Remuneration of President and Vice President (Unit: In Thousands of New Taiwan Dollars)
-17-
Table 3-1 Remuneration of President and Vice President (By disclosing the name of each individual and the corresponding remuneration amount)
| Title | Name | Base Compensation (A) (Note 2) | Severance Pay and Pensions (B) | Bonuses and Allowances, etc. (C) (Note 3) | Profit Sharing (D) (Note 4) | Aggregate of four items of remunerations (A+B+C+D) as a % of Net Income (Loss) (Note 8) | Compensation Paid to Directors from Non-consolidated Affiliates (Note 9) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| From the Company | From All Consolidated Entities (Note 5) | From the Company | From All Consolidated Entities (Note 5) | From the Company | From All Consolidated Entities (Note 5) | From the Company | From All Consolidated Entities (Note 5) | From the Company | From All Consolidated Entities (Note 5) | |||||
| Cash | Stock (Fair Market Value) | Cash | Stock (Fair Market Value) | |||||||||||
| President | Chih Ming Lee | 1,200 | 1,200 | — | — | — | — | 1,329 | — | 1,329 | — | 2,529 | ||
| 5.7937% | 2,529 | |||||||||||||
| 5.7937% | Nil | |||||||||||||
| Administration Department Vice President | Chin Ching Tseng | 1,464 | 1,464 | — | — | 401 | 401 | 96 | — | 96 | — | 1,961 | ||
| 4.4925% | 1,961 | |||||||||||||
| 4.4925% | Nil |
Remark: Regardless of job title, information on someone with an equivalent job responsibility as president and vice president, such as chairman, chief executive officer, director, etc., all should be disclosed.
Table 3-2-2 Range of Remuneration
| Range of remuneration payable to President and Vice President of the Company | Name of President and Vice President | |
|---|---|---|
| From the Company (Note 7) | From All Consolidated Entities (Note 8) (E) | |
| Below NT$1,000,000 | — | — |
| NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) | Chin Ching Tseng | Chin Ching Tseng |
| NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) | Chih Ming Lee | Chih Ming Lee |
| NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) | — | — |
| NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive) | — | — |
| NT$10,000,000 (inclusive)~NT$15,000,000 (exclusive) | — | — |
| NT$15,000,000 (inclusive)~NT$30,000,000 (exclusive) | — | — |
| NT$30,000,000 (inclusive)~NT$50,000,000 (exclusive) | — | — |
| NT$50,000,000 (inclusive)~NT$100,000,000 (exclusive) | — | — |
| Over NT$100,000,000 | — | — |
| Total | 2 Persons | 2 Persons |
Note 1: The names of president and vice president should be separately disclosed. The corresponding remuneration amount paid to president and vice president should also be disclosed in aggregate respectively. If a director concurrently serves as the president or vice president, the table and the aforementioned Table 1-1, Table 1-2-1 and Table 1-2-2 should be filled out.
Note 2: It refers to the remuneration of president and vice president received in the most recent year, including salaries of president and vice president, special responsibility allowance, severance pay, etc.
Note 3: It refers to the bonuses, incentives, transportation allowance, special allowance, various allowances, and the provision of dormitory and vehicle, etc., and other remuneration paid to president and vice president in the most recent year. When a house, car, and other transportation or exclusive personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also disclose the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration. In addition, the salary expense recognized in accordance with IFRS 2 “Share-based payment” includes the acquisition of employee stock warrant, employee restricted stock, and subscription of new shares from cash capitalization, should also be included in remuneration.
Note 4: It refers to the employee compensation, including stock and cash, to be distributed to president and vice president in accordance with the proposal approved by the Board of Directors. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year and the attached Table 1-3 shall be filled out as well. Net income (loss) after tax refers to the net income (loss) of the most recent year. After the adoption of International Financial Reporting Standards (IFRSs), it refers to the net income (loss) in the individual financial statements of the most recent year.
Note 5: Shall disclose the total amount of remuneration paid to president and vice president by all the companies, including the Company, enclosed in the consolidated financial statements.
Note 6: Disclose the name of president and vice president in the respective range of total remuneration received from the Company.
Note 7: Shall disclose the name of president and vice president in the respective range of total remuneration received from all the companies, including the Company, enclosed in the consolidated financial statements.
Note 8: Net income (loss) after tax refers to the net income (loss) of the most recent year. After the adoption of International Financial Reporting Standards (IFRSs), it refers to the net income (loss) in the individual financial statements of the most recent year.
Note 9: (a) It is required to specify in this column the relevant remuneration amount president and vice president of the Company received from the invested companies other than the subsidiaries or parent company. If nil, please fill in “Nil”.
(b) If the Company’s president and vice president has received the relevant remuneration from the invested companies other than the subsidiaries, the received amount should be included in Column I. In addition, the column title shall be revised as “Compensation Paid to President and Vice President from Parent Company and Invested Companies”.
(c) Compensation shall mean the remuneration, reward, including the reward of employee, directors, and supervisors, and expense for business operation paid to the Company’s president and vice president by the invested companies other than the subsidiaries and such directors concurrently serves as directors, supervisors, or managerial officers of the invested companies.
Remark: Compensations in the table are different from incomes for income tax law. Therefore, figures in the table are mainly for information disclosure and cannot be used as the basis for taxation.
-19-
2.2.4 Top Five Highest Paid Executives of the Company (Unit: In Thousands of New Taiwan Dollars)
Table 4-1 Top Five Highest Paid Executives of the Company (Note 1) (By disclosing the name of each individual and the corresponding remuneration amount)
| Title | Name | Base Compensation (A) (Note 2) | Severance Pay and Pensions (B) | Bonuses and Allowances, etc. (C) (Note 3) | Profit Sharing (D) (Note 4) | Aggregate of four items of remunerations (A+B+C+D) as a % of Net Income (Loss) (Note 6) | Compensation Paid to Directors from Non-consolidated Affiliates (Note 7) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| From the Company | From All Consolidated Entities (Note 5) | From the Company | From All Consolidated Entities (Note 5) | From the Company | From All Consolidated Entities (Note 5) | From the Company | From All Consolidated Entities (Note 5) | From the Company | From All Consolidated Entities (Note 5) | |||||
| Cash | Stock (Fair Market Value) | Cash | Stock (Fair Market Value) | |||||||||||
| President | Chih Ming Lee | 1,200 | 1,200 | — | — | — | — | 1,329 | — | 1,329 | — | 2,529 | ||
| 5.7937% | 2,529 | |||||||||||||
| 5.7937% | Nil | |||||||||||||
| Administration Department Vice President | Chin Ching Tseng | 1,464 | 1,464 | — | — | 401 | 401 | 96 | — | 96 | — | 1,961 | ||
| 4.4925% | 1,961 | |||||||||||||
| 4.4925% | Nil | |||||||||||||
| Design Department Associate Vice President | Guan Zhong Lu | 1,301 | 1,301 | — | — | 337 | 337 | 60 | — | 60 | — | 1,698 | ||
| 3.8899% | 1,698 | |||||||||||||
| 3.8899% | Nil | |||||||||||||
| Sales Department Associate Vice President | Chia Ling Tsai | 1,010 | 1,010 | — | — | 490 | 490 | 74 | — | 74 | — | 1,574 | ||
| 3.6059% | 1,574 | |||||||||||||
| 3.6059% | Nil | |||||||||||||
| President's Office Associate Vice President for Procurement | Chia Huei Lu | 1,044 | 1,044 | — | — | 286 | 286 | 81 | — | 81 | — | 1,411 | ||
| 3.2304% | 1,411 | |||||||||||||
| 3.2304% | Nil |
Note 1: "Top five highest paid executives" refers to managerial officers of the Company. The scope of application for managers is defined in accordance with the Tai. Chai. Chen. (III) No. 0920001301 Letter dated March 27, 2003 by the Securities and Futures Commission, Ministry of Finance. As for the calculation and determination principle of the "top five highest paid executives", it is calculated in accordance with the sum of the salaries, severity pays and pensions, bonuses and special allowances received by the managerial officers of the Company from all companies in the consolidated financial statements, as well as profit sharing amount, that is aggregate of four items of remunerations $(\mathrm{A} + \mathrm{B} + \mathrm{C} + \mathrm{D})$ , and then recognizes the top five highest paid executives through sorting. If directors concurrently serve as the managerial officers of the Company, the table and the aforementioned Table 1-1 should be filled out.
Note 2: It refers to the remuneration of top five highest paid executives received in the most recent year, including salaries of president and vice president, special responsibility allowance, severance pay, etc.
Note 3: It refers to the bonuses, incentives, transportation allowance, special allowance, various allowances, and the provision of dormitory and vehicle, etc., and other remuneration paid to top five highest paid executives in the most recent year. When a house, car, and other transportation or exclusive personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also disclose the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration. In addition, the salary expense recognized in accordance with IFRS 2 "Share-based payment" includes the acquisition of employee stock warrant, employee restricted stock, and subscription of new shares from cash capitalization, should also be included in remuneration.
Note 4: It refers to the employee compensation, including stock and cash, to be distributed to top five highest paid executives in accordance with the proposal approved by If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year and the attached Table 1-3 shall be filled out as well.
Note 5: Shall disclose the total amount of remuneration paid to top five highest paid executives by all the companies, including the Company, enclosed in the consolidated financial statements.
Note 6: Net income (loss) after tax refers to the net income (loss) in the individual financial statements of the most recent year.
Note 7: (a) It is required to specify in this column the relevant remuneration amount top five highest paid executives of the Company received from the invested companies other than the subsidiaries or parent company. If nil, please fill in "Nil".
(b) Compensation shall mean the remuneration, reward, including the reward of employee, directors, and supervisors, and expense for business operation paid to the Company's top five highest paid executives by the invested companies other than the subsidiaries and such directors concurrently serves as directors, supervisors, or managerial officers of the invested companies.
Remark: Compensations in the table are different from incomes for income tax law. Therefore, figures in the table are mainly for information disclosure and cannot be used as the basis for taxation.
2.2.5 Names of managers who have been awarded employee remuneration and the distribution of employee remuneration (Unit: In Thousands of New Taiwan Dollars)
| Title (Note 1) | Name (Note 1) | Stock (Fair Market Value) | Cash | Total | As a % of Net Income (Loss) After Tax (%) | |
|---|---|---|---|---|---|---|
| Managerial officers | President | Chih Ming Lee | — | 1,329 | 1,329 | 3.0446% |
| Vice President | Chin Ching Tseng | — | 96 | 96 | 0.1534% | |
| Associate Vice President | Chia Huei Lu | — | 81 | 81 | 0.1856% | |
| Associate Vice President | Chia Ling Tsai | — | 74 | 74 | 0.1695% | |
| Associate Vice President | Chien Lin Chiu | — | 63 | 63 | 0.1443% | |
| Associate Vice President | Guan Zhong Lu | — | 60 | 60 | 0.1375% |
Note 1: Names and job title of each individual should be separately disclosed. The amount of remunerations can be disclosed in aggregate.
Note 2: It refers to the employee remuneration (including stock and cash) received by the managerial officers that is distributed in accordance with the proposal for distributing the recent year's earnings adopted at a meeting of Board of Directors. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. It refers to the net income of the recent year. After the adoption of IFRS, it refers to the net income in the parent company only financial reports or individual financial reports of the recent year.
Note 3: The scope of application for managers is defined in accordance with the Tai. Chai. Chen. (III) No. 0920001301 Letter dated March 27, 2003 by the Securities and Futures Commission, Ministry of Finance as follows:
(a) President and someone with an equivalent job responsibility
(b) Vice President and someone with an equivalent job responsibility
(c) Associate Vice President and someone with an equivalent job responsibility
(d) Officers of Finance
(e) Officers of Accounting
(f) Managerial officers and the individuals authorized to sign for the Company
Note 4: If directors, president, and vice president have collected employee remuneration (including stock and cash), in addition to filling out the attached Table 1-2, and it should fill in this table too.
2.2.6 Analysis on the percentage of total remunerations of directors, president and vice president of the Company and all companies in the consolidated financial statements for the latest two years to net profit after tax, and descriptions on the remuneration policies, standards and packages, and the procedure of determination of remunerations and its relationship with operating results:
- Analysis on the percentage of total remunerations of directors, president and vice president of the Company for the latest two years to net profit after tax:
Unit: In Thousands of New Taiwan Dollars
| Year
Item | | 2025 | As a % of 2025
Net Loss After
Tax (%) | 2024 | As a % of 2024
Net Income
After Tax (%) |
| --- | --- | --- | --- | --- | --- |
| Directors | Remuneration
(Including Appropriated
Retained Earnings) | 6,408 | 14.6802% | 12,060 | 3.8307% |
| | Transportation Allowance | 219 | 0.5017% | 546 | 0.1734% |
| Remuneration of President and Vice
President | | 4,490 | 10.2862% | 4,373 | 1.3890% |
Description: (1) The remuneration distributed to directors and managerial officers of the Company for the year 2025 is in accordance with the amount resolved by the Board of Directors on February 4, 2026
(2) The net profit after tax in 2025 was NT$43,651 thousand, and the net loss after tax in 2024 was NT$314,822 thousand.
-
Analysis on the percentage of total remunerations of directors, supervisors, president and vice president of all companies in the consolidated financial statements for the latest two years to net profit after tax: Not Applicable.
-
Descriptions on the remuneration policies, standards and packages, and the procedure of determination of remunerations and its relationship with operating results:
(1) The Company has established the Remuneration Committee, which is responsible for the assessment of remuneration policies and system and the suggestions to the Board of Directors for decision-making reference.
(2) In accordance with Article 16 of the Company's Articles of Incorporation, the directors of the Company may be paid salaries or transportation allowance and the amount is determined by the Board of Directors with reference to the payment level defined by similar companies.
(3) The Remuneration Committee takes the positions, responsibilities, and performance of president and vice president into account, refers to industry standards, and makes comprehensive assessment of the Company's overall profitability before proposing the remuneration for president and vice president to the Board of Directors for approval.
(4) The remuneration paid by the Company is in accordance with internal prudential assessment, reviewed by the Remuneration Committee, and resolved by the Board of Directors, and therefore won't create significant risks.
-22-
-23-
2.3 Particular of Corporate Governance
2.3.1 Board of Directors:
The Board convened for 6 instances (A) in 2025. Six meetings are held by the fourteenth session Board of Directors. The attendance of the directors to the meetings is shown below:
| Title | Name (Note 1) | Attendance in Person (B) | Attendance by proxy | Percentage of actual attendance (%)
【B/A】(Note 2) | Remarks |
| --- | --- | --- | --- | --- | --- |
| Chairman | We & Win Investment Co., Ltd.
Representative: Yung Yi Su | 6 | — | 100% | Reappointed as the director since June 27, 2023
Reappointed as the chairman by the Board of Directors on July 1, 2021 |
| Director | Representative of Lian Jie Construction Co., Ltd.
Representative: Shu Mien Yang | 6 | — | 100% | Reappointed as the director since June 27, 2023 |
| Director | Representative of Lian Jie Construction Co., Ltd.
Representative: Chih Ming Lee | 6 | — | 100% | Reappointed as the director since June 27, 2023 |
| Director | Representative of Lian Jie Construction Co., Ltd.
Representative: Zhen You Wang | 6 | — | 100% | Reappointed as the director since June 27, 2023 |
| Independent Director | Zun Ren Ke | 6 | — | 100% | Reappointed as the independent director since June 27, 2023 |
| Independent Director | Ming Huang Zhuang | 6 | — | 100% | Reappointed as the independent director since June 27, 2023 |
| Independent Director | Polly Wen | 6 | — | 100% | Elected as the independent director since June 27, 2023 |
| Other disclosure:
1. If any of the following circumstances occur, the dates of board meetings, sessions, contents of the proposal, the opinions of all independent directors and the Company’s response to the opinions of independent directors shall be recorded:
(1) Matters stipulated in Article 14-3 of the Securities and Exchange Law.
(2) In addition to the aforementioned matters, other board resolutions that have been objected to or expressed reservations by the independent directors with record or written statement:
2. If there is motion avoidance by directors on proposals with conflict of interests, the directors’ names, contents of the proposal, reasons for avoidance and their participation in voting should be specified: | | | | | |
| Meeting Date | Name of Director | Proposal | Reasons of Motion Avoidance on Proposals with Conflict of Interests | Participation in Voting |
|---|---|---|---|---|
| January 15, 2025 | Yung Yi Su, Chih Ming Lee | Proposal of 2024 Year-End Bonus for Chairman and Managerial Officers of the Company | The content of the proposal involves the directors listed on the left. | At the time of resolution of this proposal, the individual director did not participate in discussion and abstention from voting due to motion avoidance on proposals with conflict of interests. |
| January 15, 2025 | Yung Yi Su, Shu Mien Yang, Chih Ming Lee, Polly Wen, Zun Ren Ke, Ming Huang Zhuan, | Proposal of 2024 Remuneration for Directors and Each Director's Allocated Amount of the Company | The content of the proposal involves the directors listed on the left. | At the time of resolution of this proposal, the individual director did not participate in discussion and abstention from voting due to motion avoidance on proposals with conflict of interests. |
| December 10, 2025 | Yung Yi Su, Shu Mien Yang | The Company proposes to dispose of the land and unregistered building located at Xiande Section, Qianzhen Dist., Kaohsiung City to the related party – Shu Mien Yang. | The content of the proposal involves the directors listed on the left. | At the time of resolution of this proposal, the individual director did not participate in discussion and abstention from voting due to motion avoidance on proposals with conflict of interests. |
- Enhancements to the functionality of board of directors in the current and the most recent year (e.g., establishment of an Audit Committee, improvement of information transparency, etc.), and the progress of such enhancements:
(1) The appointment method of all directors of the Company adopts a "candidate nomination system", which will be fully implemented for director elections after the year 2021. In accordance with Article 20, Paragraph 3 of the Company's "Codes of Practice on Corporate Governance", the composition of the Board of Directors shall emphasize gender equality, in which the Company target to have $25\%$ or more ratios of female directors. The ratio of female directors in this session accounts for more than $40\%$ (42.86%) of the composition of the board of directors. Also, all members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
I. Ability to make operational judgments.
II. Ability to perform accounting and financial analysis.
III. Ability to conduct management administration.
IV. Ability to conduct crisis management.
V. Knowledge of the industry.
VI. An international market perspective.
VII. Ability to lead.
VIII. Ability to make policy decisions.
The Company has re-elected the directors of fourteenth session at the regular shareholders' meeting on June 27, 2023, and the Audit Committee is composed of all independent directors.
(2) In order to perform board evaluation, the Company has established “Regulations for the Performance Evaluation of the Board of Directors and Functional Committees” on January 15, 2020. On the same day, the CPAs are arranged to communicate with the Company’s governing body, including independent directors, financial supervisors, and Audit supervisors. After that, the communication between the CPAs and the Company’s governing body will be conducted at least once a year.
(3) The Company’s internal audit supervisor shall report to the Audit Committee regarding the execution status of auditing at least once a quarter.
(4) The Company requests the audit firm (KPMG) to provide the most recent year’s Audit Quality Indicators (AQI) data for the Company’s assessment of the audit quality and the independence and competence of the appointed auditors. The audit firm will provide an explanation on the five dimensions of AQI (Professionalism, Quality Control, Independence, Oversight, Innovation Capability) for the year 2024, and the information will be discussed and approved by the Board of Directors on February 4th, 2026.
Note 1: For directors and supervisors who are juristic persons, the name of institutional shareholders and their representatives shall be disclosed.
Note 2: (a) In case any director has been released of his/her duty before the end of the year end, the resignation date shall be specified in the Remarks column. Actual attendance rate (%) shall be calculated based on the number of Board meetings convened and the actual attendance during his/her term of service.
(b) In case any seat of director has been re-elected before the end of the year, both the previous and current director shall be filled, and the Remarks column shall indicate whether a director was from a previous term, newly appointed, or re-appointed, and the date of re-election. Actual attendance rate (%) shall be calculated based on the number of Board meetings convened and the actual presence (attendance) during his/her term of service.
Implementation of Self-Assessment by the Company’s Board of Directors:
| Assessment Cycle | Assessment Periods | Scope of Assessment | Method of Assessment | Assessment Indicators |
|---|---|---|---|---|
| Once a Year | Between January and December 2025 | Board of Directors and Functional Committees | Self-Assessment by Execution Units, Self-Assessment by Individual Board Members, and Self-Assessment by Individual Functional Committees | Contents of Assessment Report, described as follows: |
| WE & WIN Development Co., LTD. | ||||
| 2025 Performance Assessment Report for the Board of Directors | ||||
| Submitted to Eighteenth Meeting of Fourteenth Session of Board of Director on March 11, 2026 | ||||
| 1. Implementation Basis |
For better governance of the Company, enhance the function of Board of Directors, and improve the operating efficiency of the Board, the Company conducts performance assessment at the end of each year in accordance with the “Measures for Performance Assessment of the Board of Directors and Functional Committee”, submits the performance report to Board of Directors, and discloses the execution results of performance assessment in annual report.
2. Assessment Period
Between January and December 2025
3. Assessment Procedure
(1) The self-assessment of performance appraisal of Board of Directors and functional committees:
The administration department compiled 2025 Board activity information, collected the “self-assessment questionnaires of performance appraisal of Board of Directors” filled out by the fair, objective, and independent point of views, and then submit the performance appraisal results to chairman for review.
(2) The self-assessment of performance appraisal of Board members and the members of functional committees:
The “self-assessment questionnaires of performance appraisal of Board of Directors and functional committees” were filled out by each director (independent director) and compiled by administration department after the first Board meeting in 2026 (February 4, 2026).
(3) Take the aforementioned performance assessment report back, compile and record the evaluation results, and submitted the results to Board of Director by the end of first quarter of next year, which is expected to be March 11, 2026.
4. Target of Self-Assessment Questionnaire
(1) Performance assessment of the Board of Directors: Questionnaires were filled out by seven directors who is still within the term of office on December 31, 2025
(2) Performance assessment of functional committees: Questionnaires were filled out by three members of Corporate Governance Committee, that is three current independent directors, who is still within the term of office on December 31, 2025
5. Assessment Result
This performance assessment is measured by using 5-point scale as follows and the assessment result is described in below: 1 point = Extremely Poor (Strongly Disagree)/ 2 points = Poor (Disagree)/ 3 points = Average (Moderate)/ 4 points = Very Good (Agree)/ 5 points = Excellent (Strongly Agree)
(1) Self-Assessment of the Performance by Board of Directors
The performance assessment covers the following five aspects with a total of 45 indicators. The overall performance appraisal of the Board of Directors has met the appraisal criterion, indicating that the overall operation is relative perfect. The assessment results are as follows:
| Five Aspects of Self-Assessment | Appraisal Indicator | Scoring Result |
|---|---|---|
| A. Participation in the operation of the company | 12 items | 4.25 points |
-27-
| B. Improvement of the quality of the board of directors’ decision making | 12 items | 4.42 points |
|---|---|---|
| C. Composition and structure of the Board of Directors | 7 items | 4.29 points |
| D. Election and continuing education of the directors | 7 items | 3.67 points |
| E. Internal control | 7 items | 4.29 points |
| 45 items | 4.18 points |
(2) Self-Assessment of the Performance by Board Members
The self-assessment in accordance with the six aspects by each director (independent director) is conducted in the same time and the results indicate the directors have positive opinions about the execution efficiency and effectiveness of the indicators. The assessment results are as follows:
| Six Aspects of Self-Assessment | Appraisal Indicator | Scoring Result |
|---|---|---|
| A. Alignment of the goals and missions of the company | 3 items | 5.00 points |
| B. Awareness of the duties of a director | 3 items | 5.00 points |
| C. Participation in the operation of the company | 8 items | 4.25 points |
| D. Management of internal relationship and communication | 3 items | 4.33 points |
| E. The director’s professionalism and continuing education | 3 items | 4.00 points |
| F. Internal control | 3 items | 4.33 points |
| 23 items | 4.49 points |
(3) Self-Assessment of the Performance by Audit Committee
The performance assessment covers the following five aspects with a total of 22 indicators. The self-assessment in accordance with the aforementioned five aspects by each independent director is conducted in the same time and the results indicate the overall operation of Audit Committee is relative perfect and meets the requirements of corporate governance, which will help the Board of Directors at enhancing functionalities. The assessment results are as follows:
| Five Aspects of Self-Assessment | Appraisal Indicator | Scoring Result |
|---|---|---|
| A. Participation in the operation of the company | 4 items | 4.50 points |
| B. Awareness of the duties of the functional committee | 5 items | 4.00 points |
| C. Improvement of quality of decisions made by the functional committee | 7 items | 4.14 points |
| D. Makeup of the functional committee and election of its members | 3 items | 4.00 points |
| E. Internal control | 3 items | 4.00 points |
| 22 items | 4.13 points |
(4) Self-Assessment of the Performance by Remuneration Committee
The performance assessment covers the following four aspects with a total of 19 indicators. The self-assessment in accordance with the aforementioned four aspects by each independent director is conducted in the same time and the results indicate the overall operation of Remuneration Committee is relative perfect and meets the requirements of corporate governance, which will help the Board of Directors at enhancing functionalities. The assessment results are as follows:
| Four Aspects of Self-Assessment | Appraisal Indicator | Scoring Result |
|---|---|---|
| A. Participation in the operation of the company | 4 items | 4.50 points |
| B. Awareness of the duties of the functional committee | 5 items | 4.00 points |
-28-
| C. Improvement of quality of decisions made by the functional committee | 7 items | 4.14 points | |
|---|---|---|---|
| D. Makeup of the functional committee and election of its members | 3 items | 4.00 points | |
| 19 items | 4.16 points |
6. Conclusion
The performance assessment results indicate the whole directors continue to have positive opinions about the operation of board of directors and functional committee. Most of the Company's directors were able to attend in person each board meeting in 2024; they complied with corporate governance-related acts and regulations, abided by the director's duties and responsibilities, and continued to supervise the company's future operation directions. The aforementioned 2025 performance assessment report for the Board will be submitted to the twelfth meeting of fourteenth session of Board of Directors on March 11, 2026.
2.3.2 Year Work Main Point and Operation of Audit Committee:
-
Audit Committee of the Company is composed of 3 independent directors (please refer pages 10~11 to see their professional qualification and experience). Audit Committee aims to assist the board of directors to its tasks of supervising the company's implementation of internal control, risk control, fair expression of financial reporting and legal compliance. Audit Committee has held five meetings in 2025. At each meeting, the audit supervisor will make business reports and discuss major deliberation issues.
-
The Audit Committee convened for 5 instances (A) in 2025. Five meetings are held by the third session Audit Committee. The attendance of the independent directors to the meetings is shown below:
| Title | Name | Attendance in Person (B) | Percentage of actual attendance (%) [B/A] (Note) | Remarks |
|---|---|---|---|---|
| Independent Director | Zun Ren Ke | 5 | 100% | Reappointed as the independent director since June 27, 2023 |
| Independent Director | Ming Huang Zhuang | 5 | 100% | Reappointed as the independent director since June 27, 2023 |
| Independent Director | Polly Wen | 5 | 100% | Elected as the independent director since June 27, 2023 |
Other required disclosures:
(1) If any of the following circumstances applies to the operations of the Audit Committee, Holding Date of Audit Committee, session, content of proposals, independent directors' oppositions, reservations, and major suggestion project content, resolutions of the Audit Committee, and the Company's handling of the opinions of the Audit Committee shall be stated.
I. Matters stipulated in Article 14-5 of the Securities and Exchange Act.
II. Except for the above matters, other resolutions passed by two-thirds of all the directors but yet to be approved by the Audit Committee:
| Audit Committee Date and Term | Proposal Content | Dissenting opinions, qualified opinions, or major recommendations of independent directors | Resolution of the Audit Committee | The Company's handling of the opinions of the Remuneration Committee |
|---|---|---|---|---|
| 3rd session 11th Meeting (March 12, 2025) | 1. The Company's 2024 declaration of internal control system effectiveness | |||
| 2. The Company's 2024 business report and financial statements | ||||
| 3. Amendment of content of partial articles of the Company's internal control system | ||||
| 4. Amendment of content of partial articles of the Company's "Articles of Association" | None | Approved by all committee members present | Submitted to the Board of Directors and unanimously approved by all directors | |
| 3rd session 12th meeting (May 14, 2025) | The Company was elected as the best applicant of "public tender for selecting the implementing agency for the urban renewal project of 15 land lots located at Lot No. 232, Changmei Sub-section, Taoyuan Section, Taoyuan Dist., Taoyuan City" by the Taoyuan City Government. | None | Approved by all committee members present | Submitted to the Board of Directors and unanimously approved by all directors |
| 3rd session 13th meeting (August 6, 2025) | 1. The Company's Q2 of 2025 financial statements | |||
| 2. Authorize the chairman to handle all matters related to land development within a specific period and a certain limit. | None | Approved by all committee members present | Submitted to the Board of Directors and unanimously approved by all directors | |
| 3rd session 14th meeting (November 5, 2025) | 1. The Company's offering the foundation and structural engineering, as well as fit-out and mechanical, electrical & plumbing engineering contract of undertaking of Project Xin-Zhou-Mei 77 to the related party, Yun Zan Construction Co., Ltd. | |||
| 2. The Company's execution of joint construction contract with the non-related party in terms of 7 lots of land located at Yushi Section & Luguang Section, Wugu Dist., New Taipei City. | None | Approved by all committee members present | Submitted to the Board of Directors and unanimously approved by all directors | |
| 3rd session 15th meeting (December 10, 2025) | 1. Amendment of content of partial articles of the Company's internal control system | |||
| 2. The Company proposes to dispose of the land and unregistered building located at Xiande Section, Qianzhen Dist., Kaohsiung City to the related party - Shu Mien Yang. | ||||
| 3. Authorize the chairman to handle all matters related to sales of Project "We & Win Zhi-Ke". | None | Approved by all committee members present | Submitted to the Board of Directors and unanimously approved by all directors |
(2) If there is motion avoidance by the independent directors on proposals with conflict of interests, the names of the independent directors, contents of the proposal, reasons for avoidance and their participation in voting should be stated: No such circumstances.
(3) Communications between the independent directors and the internal audit supervisor and the CPAs (including material matters, methods, and results of communications over the Company's finances and business operations):
I. Communications between the independent directors and the internal audit supervisor and the CPAs:
| Date | Attendant | Focus of Matter communicated | Matters Handled |
|---|---|---|---|
| March 12, 2025 | Independent Director Ming Huang Zhuang | ||
| Independent Director Zun Ren Ke | |||
| Independent Director Polly Wen | |||
| Accountants Hsin Ting Huang | |||
| Internal Audit supervisor Li Chin Chang | ■ Communication on independence | ||
| ■ Audit Concern Matters | |||
| ■ Renewal of important accounting standards and laws & regulations | |||
| ■ IFRS Sustainability Disclosure Standards and implementation plan | Independent directors are aware of CPAs concerns and audit matters, as well as renewal of important laws and regulations. |
II. The Audit Committee of the Company is formed by all Independent Directors. The internal audit supervisor shall report to the Audit Committee regarding the execution status of auditing at least once a quarter.
III. Communications between Independent Directors and the Internal Audit Supervisor:
(I) The Audit Office submits monthly audit report to the independent directors through e-mails every month. The independent directors inspect the report contents and then give comments or suggestions. Independent directors can directly contact the Audit Office by e-mail or telephone when required, so the communication channels between each other are quite smooth.
(II) All independent directors and internal audit supervisors have attended the Company's every board meeting where the audit supervisor reported on the auditing implementation matters, described as follows:
| Meeting Date | Attendant | Focus of Matter communicated | Matters Handled |
|---|---|---|---|
| 3rd session | |||
| 11th Meeting | |||
| (March 12, 2025) | Independent Director Ming Huang Zhuang | ||
| Independent Director Zun Ren Ke | |||
| Independent Director Polly Wen | |||
| Accountants Hsin Ting Huang | |||
| Internal Audit supervisor Li Chin Chang | ■ Report on the Auditing Implementation Matters by Internal Audit Supervisor | ||
| ■ Proposal in relation to 2024 Declaration for the Effectiveness of Internal Control of the Company | The independent directors made no objection. | ||
| 3rd session | |||
| 12th meeting | |||
| (May 14, 2025) | Independent Director Ming Huang Zhuang | ||
| Independent Director Zun Ren Ke | |||
| Independent Director Polly Wen | |||
| Accountants Hsin Ting Huang | |||
| Internal Audit supervisor Li Chin Chang | ■ Report on the Auditing Implementation Matters by Internal Audit Supervisor | ■ The independent directors made no objection. | |
| ■ Approved by discussion and submitted to the Board of Directors. | |||
| 3rd session | |||
| 13th meeting | |||
| (August 6, 2025) | Independent Director Ming Huang Zhuang | ||
| Independent Director Zun Ren Ke | |||
| Independent Director Polly Wen | |||
| Accountants Hsin Ting Huang | |||
| Internal Audit supervisor Li Chin Chang | ■ Report on the Auditing Implementation Matters by Internal Audit Supervisor | ■ The independent directors made no objection. | |
| ■ Approved by discussion and submitted to the Board of Directors. | |||
| 3rd session | |||
| 14th meeting | |||
| (November 5, 2025) | Independent Director Ming Huang Zhuang | ||
| Independent Director Zun Ren Ke | |||
| Independent Director Polly Wen | |||
| Accountants Hsin Ting Huang | |||
| Internal Audit supervisor Li Chin Chang | ■ Report on the Auditing Implementation Matters by Internal Audit Supervisor | ■ The independent directors made no objection. | |
| ■ Approved by discussion and submitted to the Board of Directors. | |||
| 3rd session | |||
| 15th meeting | |||
| (December 10, 2025) | Independent Director Ming Huang Zhuang | ||
| Independent Director Zun Ren Ke | |||
| Independent Director Polly Wen | |||
| Accountants Hsin Ting Huang | |||
| Internal Audit supervisor Li Chin Chang | ■ Report on the Auditing Implementation Matters by Internal Audit Supervisor | ||
| ■ Report on the 2026 Audit Plan | ■ The independent directors made no objection. | ||
| ■ Approved by discussion and submitted to the Board of Directors. |
Note:
* In case any independent director has been released of his/her duty before the end of the year, the resignation date shall be specified in the Remarks column. Actual attendance rate (%) shall be calculated based on the number of meetings convened and the actual attendance during his/her term of service.
* In case any independent director has been re-elected before the end of the year, both the previous and current independent director shall be filled, and the Remarks column shall indicate whether an independent director was from a previous term, newly appointed, or re-appointed, and the date of re-election. Actual attendance rate (%) shall be calculated based on the number of meetings convened and the actual attendance during his/her term of service.
- Participation Status of Supervisors in Board of Directors: Not Applicable. At the regular shareholders' meeting, the Company has completed the process of re-electing independent directors for replacing supervisors, dismissed since June 26, 2017.
2.3.3 Corporate Governance Implementation Status and Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies":
| Evaluation Item | Implementation Status (Note 1) | Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Did the Company establish and disclose the Corporate Governance Best Practice Principles based on "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies"? | V | The Company passed the resolution of the Board of Directors on November 11, 2015 and set a "Corporate Governance Practice Principles", which was disclosed on the Company's website and Market Observation Post System. | No difference | |
| 2. Shareholding structure and shareholders' rights | ||||
| (1)Did the Company establish an internal operating procedure to deal with shareholders' suggestions, doubts, disputes and litigations, and implement based on the procedure? | V | The Company has a spokesperson and acting spokesperson to properly handle shareholder suggestions, disputes, etc. | No difference | |
| (2)Did the Company maintain a register of major shareholders with controlling power as well as a register of persons exercising ultimate control over those major shareholders? | V | In accordance with Article 25 of the Securities and Exchange Act, the changes in the shareholdings of major shareholders were reported to Taiwan Stock Exchange every month. | No difference | |
| (3)Did the Company establish and execute the risk management and firewall systems with its affiliated businesses? | V | The finance and business of the Company is independently run from the affiliates. | No difference | |
| (4)Did the Company establish internal rules that prohibit Company insiders from trading securities using undisclosed information? | V | The Company has established internal regulations, "Code of Ethical Conduct", "Ethical Corporate Management Principles", and "Procedures for Ethical Management and Guidelines for Conduct", for prohibiting company insiders to trade securities by using undisclosed information. | No difference | |
| 3. Composition and responsibilities of the Board of Directors: |
| (1)Does the board of directors formulate diversity policies, specific management objectives and implement them? | V | The Company’s 14th session of Board of Directors is composed with consideration of the profession and independence in accordance with Article 20, Paragraph 3 of “Codes of Practice on Corporate Governance” of the Company and conformed to the following diversified structure, such as leadership and decision-making ability, financial and accounting ability, business management ability, legal profession, and knowledge of the industry. Furthermore, the Company emphasizes gender equality in the composition of the Board of Directors, in which the Company target to have 25% or more ratios of female directors. The ratio of female directors in this session accounts for more than 40% (42.86%) of the composition of the board of directors. In addition, someone among the independent directors, is required to possess legal or financial and accounting profession for supporting the Company at decision-making. In this session, two independent directors of the Company have possessed legal profession and one possessed financial and accounting profession. Please refer to pages 12 of annual report for board of directors’ diversity. | No difference |
|---|---|---|---|
| (2)In addition to establishing the Remuneration Committee and Audit Committee according to the regulations, has the Company voluntarily established other functional committees? | V | In consideration of practical needs, the Company has only established the Remuneration Committee and Audit Committee according to the regulations at this stage. | No significant difference |
| (3)Did the Company establish a standard to measure the performance of the Board of Directors and implement it annually? Did the Company submit the results of performance assessments to the board of directors and use them as reference in determining remuneration for individual directors, their nomination, and additional office term? | V | The Company has established the “Regulations Governing Performance Assessment of the Board of Directors” on January 15, 2020, conducted performance assessment for directors once a year, and submitted the assessment results to the Board of Directors | No difference |
| (4)Did the Company regularly (at least for once) refer to Audit Quality Indicators (AQIs) evaluate the independence and suitability of CPAs? | V | The Company requests the audit firm (KPMG) to provide the most recent year’s Audit Quality Indicators (AQI) data for the Company’s assessment of the audit quality and the independence and competence of the appointed auditors. The audit firm will provide an explanation on the five dimensions of AQI (Professionalism, Quality Control, Independence, Oversight, Innovation Capability) for the year 2024, and the information will be discussed and approved by the Board of Directors on February 4th, 2026. The Company requests the audit firm to issue an | No difference |
-32-
| independence declaration annually, stating that they comply with the relevant independence requirements of the professional ethics code for accountants, in order to perform the audit of the Company's financial statements for the year 2025. | |||
|---|---|---|---|
| 4. Did the TWSE/TPEx listed company have Did the TWSE/TPEx listed company have designated appropriate personnel to handle corporate governance tasks and appointed a governance officer in charge of 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)?designated appropriate personnel to handle corporate governance tasks and appointed a governance officer in charge of 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 Company has completed the establishment of corporate governance director on May 12, 2021 according to law. Its business execution includes: handling matters related to the meeting of the board of directors and shareholders' meeting according to law, making minutes of the board of directors and shareholders' meetings, assisting directors to take office and continuing education, provide the information required by the directors to carry out their business, assist the directors in complying with laws and regulations, and other matters stipulated in the company's articles of association or contracts. | No difference |
| 5. Has the Company established a communication channel with stakeholders (including but not limited to shareholders, employees, customers and suppliers)? Has a stakeholders' area been set up on the Company website? Are major Corporate Social Responsibility (CSR) topics that the stakeholders are concerned with addressed appropriately by the Company? | V | The Company sets up the communication channel of the "Stakeholders" section on the company website where employee and stakeholders can respond an issue or file a complaint to the Company's Board of Directors. | No difference |
| 6. Does the Company appoint a professional shareholder services agency to deal with shareholder affairs? | V | The Company entrusts the stock affairs department of Yuan Ta Securities Co., Ltd. to be responsible for the affairs of the shareholders meeting. | No difference |
| 7. Information disclosure
(1)Did the Company establish a website to disclose information on financial operations and corporate governance? | V | | The Company did establish an official website to disclose information on financial operations and corporate governance. | No difference |
| --- | --- | --- | --- | --- |
| (2)Did the Company have other information disclosure channels (such as establishing an English language website, delegating a professional to collect and disclose Company information, implementing a spokesperson system, and disclosing the process of investor conferences on the Company website)? | V | | The Company had the spokesperson and the deputy spokesperson, and appointed a dedicated person to take charge of collecting and disclosing the company’s related information, and publishing the same on the Market Observation Post System in order to ensure that the information which might affect decision-making of shareholders and stakeholders can be instantly and adequately disclosed. | No difference |
| (3)Does the Company publish and report its annual financial statements within two months after the end of an accounting period, and publish and report its financial statements for the first, second, and third quarters as well as its operating status for each month before the specified deadline? | V | | The Company has not yet published and reported the annual financial report within two months after the end of an accounting year, but the financial statements for the first, second, and third quarters as well as its operating status for each month have all been completely reported and published before the specified deadline. | No significant difference |
| 8. Has the Company disclosed other information to facilitate a better understanding of its corporate governance (including but not limited to employee’s rights, employee wellness, investor relations, supplier relations, stakeholders’ rights, Directors and Supervisors training records, implementation of risk management policies and measurement standards, implementation of customer policies and purchase of liability insurance for the Directors and Supervisors of the Company)? | V | | (The details are described as follows.) | No difference |
| (1) Employees’ rights and Employee Wellness: The Company has formulated the Personnel Management Act and set up relevant regulations for governing attendance rewards and punishments, employee benefits, etc., as the foundation of company management. The aforementioned act and regulations are worked out in accordance with Labor Standards Act and have taken peer regulation and the public order into consideration. Furthermore, the Company has set up Employee Welfare Committee to organize and plan annual domestic and foreign tourism and other leisure activities for employee.
Besides, the Company adheres to the principle of fairness, justice and openness in recruitment without interference by irrelevant factors such as nationality, birthplace, race, appearance, gender, political stance, religious belief, etc. Our recruitment totally puts emphasis on personal professional ability, experience, morality, and job matching, which are used as the basis for evaluation and selection. In accordance with Article 38 of the “People with Disabilities Rights Protection Act”, any given private business agency whose total number of employees is no less than 67 shall employ people with disabilities with the capability to work, and the number of employees with disabilities shall be no less than 1 percent of the total number of the employees, and no less than 1 person. Seeing that the number of the Company’s employees is less than 67, no related deprived employee has been hired so far.
(2) Investor Relations: The Company has set up a spokesman and stock affair unit in charge of investor related issues handling. Furthermore, the relevant operating information is regularly disclosed on the Market Observation Post System and the company’s website.
(3) Supplier Relations: The Company’s relationship with suppliers is good and did not have outstanding payment or overdue obligations to | | | | |
-34-
suppliers. All payments have been paid in accordance with the contract.
(4) Stakeholders' Rights: The company website has set up "mailboxes for employees' and stakeholders' comments and complaints to Board of Directors" and the contact information of the Company's spokesman and deputy spokesman. Stakeholders can communicate and raise suggestions to the Company for protecting their legitimate rights and interests.
(5) Risk management policies, practices, and risk assessment standards: The Company has formulated an internal control system in accordance with "Regulations Governing Establishment of Internal Control Systems by Public Companies", and dedicated auditors in charge of regular auditing and revision for reducing the operating risks of the Company.
(6) Implementation of customer policy: The Company has set up sales department in charge of customer services.
(7) The situation in which the Company purchased insurance against directors' and supervisors' liabilities: The Company has purchased liability insurance for all directors.
(8) Training Records of Directors in 2025:
| Name | Date | Host by | Training/Speech Title | Duration (Hour) |
|---|---|---|---|---|
| Yung Yi Su, Shu Mien Yang, Zhen You Wang, Zun Ren Ke, Chih Ming Lee | August 8, 2025 | Accounting Research and Development Foundation | Greenwashing Risk and Legal Responsibility – Board of Directors’ Role and Challenges | 3 |
| November 7, 2025 | Legal Responsibility and Case Interpretation of Workplace Bullying in Enterprises | 3 | ||
| Polly Wen | September 26, 2024 | Taiwan Independent Director Association | Independent Director Elite Academy - Master Class for Independent Directors in 2025 | 3 |
| October 28, 2025 | Taiwan Corporate Governance Association (TCGA) | Fubon Insurance – Seminar on AI Applications and Corporate Governance in October 2025 | 3 | |
| Ming Huang Zhuang | July 9, 2025 | Taiwan Stock Exchange (TWSE) | 2025 Cathay Sustainable Finance and Climate Change Summit | 6 |
Note: Director Chih Ming Lee concurrently serves as the president of the Company with the title of managerial officer.
(9) Training Records of Managerial Officers in 2025:
| Name | Date | Host by | Training/Speech Title | Duration (Hour) |
|---|---|---|---|---|
| Chih Ming Lee (President) | August 8, 2025 | Accounting Research and Development Foundation | Greenwashing Risk and Legal Responsibility – Board of Directors’ Role and Challenges | 3 |
| September 19, 2025 | Crowe (Taiwan) CPAs | Differences and Similarity between Right Transformation and Agreed Reconstruction, Confronted Problems and Response to Urban Renewal | 3 | |
| November 7, 2025 | Accounting Research and Development Foundation | Legal Responsibility and Case Interpretation of Workplace Bullying in Enterprises | 3 | |
| Chin Ching Tseng (Vice President) | September 8, 2025 | Accounting Research and Development Foundation | Key Points of Latest Financial and Accounting Related Laws and Regulations, and Interpretation of Standards Development | 3 |
| September 8, 2025 | Symposium on Practices of Corporate Legal Responsibility: Interpretation of Recent Significant Judicial Precedents under the “Securities Exchange Act” as well as the Competent Authority’s Sanction Cases | 3 | ||
| September 9, 2025 | Practices of Common Issues and Fiscal & Tax Analysis for Domestic & Foreign Holding Structure of Enterprises | 3 | ||
| September 9, 2025 | Legal Responsibility and Case Interpretation of Workplace Bullying in Enterprises | 3 | ||
| September 19, 2025 | Crowe (Taiwan) CPAs | Differences and Similarity between Right Transformation and Agreed Reconstruction, Confronted Problems and Response to Urban Renewal | 3 | |
| September 26, 2025 | Important Operation Strategies and Practices of Urban Renewal Implementers and Financiers | 3 |
(10) Training Records of corporate governance affairs in 2025:
-36-
| Name | Date | Host by | Training/Speech Title | Duration (Hour) |
|---|---|---|---|---|
| Chien Lin Chiu | ||||
| (Corporate Governance Director) | May 16, 2025 | Accounting Research and Development Foundation | Promotion Seminar on 2025 Prevention of Insider Trading | 3 |
| July 9, 2025 | Taiwan Stock Exchange (TWSE) | 2025 Cathay Sustainable Finance and Climate Change Summit | 6 | |
| August 11, 2025 | Interpretation and Promotion Courses on CDP vs. IFRS S2 Problems – Strengthening Climate Information Disclosure for Improving Corporate Climate Resilience | 6 | ||
| September 19, 2025 | Crowe (Taiwan) CPAs | Differences and Similarity between Right Transformation and Agreed Reconstruction, Confronted Problems and Response to Urban Renewal | 3 | |
| Differences and Similarity between Right Transformation and Agreed Reconstruction, Confronted Problems and Response to Urban Renewal | 3 | |||
| December 11, 2025 | Accounting Research and Development Foundation | Key Points of Latest Financial and Accounting Related Laws and Regulations, and Interpretation of Standards Development | 3 | |
| December 11, 2025 | Interpretation on Common Defects and Legal Responsibility on Corporate Compliance of Labor Acts and Gender Equality Protection | 3 | ||
| December 12, 2025 | Symposium on Practices of Corporate Legal Responsibility: Interpretation of Recent Significant Judicial Precedents under the “Securities Exchange Act” as well as the Competent Authority’s Sanction Cases | 3 | ||
| December 12, 2025 | Interpretation on Issues of Latest Popular Fiscal and Tax Practices | 3 |
- Please specify the Company’s measures to improve the items listed in the corporate governance review result by Taiwan Stock Exchange’s Corporate Governance Center and provide prioritized improvement plans for items yet to be completed:
(1) Improved Situation:
| Improved Situation | Measures |
|---|---|
| Information disclosure on the Company’s website has been strengthened | The Company’s website discloses communication conditions between the company’s independent directors, internal audit supervisors and CPAs, as well as the internal implementation status of insider trading prohibition. |
(2) Prioritized Improvement Plans and Measures:
| Prioritized Improvement Plans | Measures |
|---|---|
| Explicitly establish the concrete actions and unethical conduct prevention programs in the Company’s ethical management policy, and describe the performance status thereof. | Describe the conduction status of the Company’s ethical management educational training or execution status of ethical management declaration. |
| 10. Did the Company have a self-assessment report on corporate governance or an evaluation report of corporate governance from entrusted professional institutes? If the answer is yes, please indicate the opinions of the Board of Directors, | V |
| Furthermore, the self-assessment of corporate governance in 2025 was completed, and the results have been uploaded to the self-evaluation platform of the “Corporate Governance | No difference |
| --- | --- |
-37-
| the results of self-assessment or outsourcing appraisal, major deletions or suggestions, and improvement status. (Note 2) | Evaluation System” of Securities & Futures Institute. | ||
|---|---|---|---|
Note 1: No matter the operation item is ticked “yes” or “no”, the status shall be described in abstract illustration column.
Note 2: The self-assessment report on corporate governance refers to a report that is self-evaluated and described by the Company regarding current company operation and implementation status in accordance with the self-assessment indicators of corporate governance provided.
2.3.4 Disclosure of the composition, responsibilities, and operations of the Remuneration Committee, if Applicable:
In order to enhance corporate governance and strengthen the remuneration system for the Company’s directors, and managerial officers, a resolution was passed by the Company’s Board of Directors on December 14, 2011 for setting up a Remuneration Committee, and formulating the “Regulations Governing Remuneration Committee”. The composition, responsibilities and operations of Remuneration Committee are as follows:
-
Composition of the Remuneration Committee Members (After the election on June 27, 2023, this is 5th session Remuneration Committee.)
(1) Zun Ren Ke, Independent Director
(2) Ming Huang Zhuang, Independent Director
(3) Polly Wen, Independent Director -
Responsibilities of the Remuneration Committee Members
(1) Regularly inspect the regulations governing the Remuneration Committee and propose amendments.
(2) Stipulate and regularly examine the policies, systems, standards and structures of performance assessment and remuneration for directors and managerial officers.
(3) Regularly evaluate the achievement of performance targets of directors and managerial officers and determine the remuneration for them. -
Profiles of the Remuneration Committee Members
| Title (Note 1) | Name | Professional Qualification and Experience (Note 2) | Independence Criteria (Note 3) | Number of Other Public Companies in Which the Individual is Con-currently Serving as a Member of Remuneration Committee |
|---|---|---|---|---|
| Independent Director (Convener) | Polly Wen | ■ Lawyer of For-You Law Firm | There are no matters specified in Article 3, Paragraph 1, Subparagraphs 1 to 9 of the “Measures for the Establishment of Independent Directors of Public Offering Companies and Matters to be Obey” and the situation of independence is met | Nil |
| Independent Director | Zun Ren Ke | ■ Lawyer of Zun Ren Ke Law Firm | There are no matters specified in Article 3, Paragraph 1, Subparagraphs 1 to 9 of the “Measures for the Establishment of Independent Directors of Public Offering Companies and Matters to be Obey” and the situation of independence is met | Nil |
-38-
| Independent Director | Ming Huang Zhuang | ■ Associate Vice President of Wei Yuan CPAs & Co.
■ Over 5 years of Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company | There are no matters specified in Article 3, Paragraph 1, Subparagraphs 1 to 9 of the “Measures for the Establishment of Independent Directors of Public Offering Companies and Matters to be Obeyed”, and the situation of independence is met | Nil |
| --- | --- | --- | --- | --- |
Note 1: Please specify in the form the relevant working years, professional qualifications and experience and independence of the members of the Remuneration Committee. If they are independent directors, please refer to Appendix 1 on page 10-11 for information on directors and supervisors (1) related information. Please fill in the series as independent directors or other respectively (if it is the convener, please add a note)
Note 2: Professional Qualifications and Experiences: professional qualifications and experiences of each member of Remuneration Committee should be indicated.
Note 3: Independence: State the independence of the members of the Remuneration Committee, including but not limited to whether the person himself, spouse, or relatives within the second degree are the directors, supervisors or employees of the company or its affiliated companies; the number and proportion of company shares held by the person himself, spouse or relatives within the second degree (or in the name of others); whether to serve as a director, supervisor or employee of a company that has a specific relationship with the company (refer to the provision of Article 6, Paragraph 1, Subparagraphs 5 to 8 of the Measures for the Establishment and Exercise of Powers of the Compensation and Remuneration Committee of Companies Listed on Stocks or Trading at the Business Office of a Securities Firm); the amount of remuneration received for providing business, legal, financial, accounting and other services to the company or its affiliates in the last two years.
Note 4: For disclosure methods, please refer to the Best Practice Reference Examples on the website of the Corporate Governance Center of the Taiwan Stock Exchange.
4. Operation of Remuneration Committee
(1) There are 3 members in the Company’s Remuneration Committee.
(2) The term of office of the current members: From June 27, 2023 to June 26, 2026. There were 2 (A) meetings held by Remuneration Committee in 2025. The qualification and attendance of the members are as follows:
| Title | Name | Attendance in Person (B) | By Proxy | Attendance in Rate (%)
[B/A] (Note) | Remarks |
| --- | --- | --- | --- | --- | --- |
| Convener/ Committee Member | Zun Ren Ke | 2 | 0 | 100% | Appointed as the 5th session Remuneration Committee by the Board of Directors on June 27, 2023, and elected as the convener. |
| Committee Member | Ming Huang Zhuang | 2 | 0 | 100% | Appointed as the 5th session Remuneration Committee by the Board of Directors on June 27, 2023, and elected as the convener. |
| Committee Member | Polly Wen | 2 | 0 | 100% | Appointed as the 5th session Remuneration Committee by the Board of Directors on June 27, 2023, and elected as the convener. |
| Other disclosure:
1. If the board of directors declines to adopt or modifies a recommendation of the Remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None.
2. Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, sessions, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None. | | | | | |
Note:
(1) If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified).
(2) Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, sessions, contents of the motion, all members’ opinions, and the response to members’ opinion should be specified.
-39-
5. Important Resolutions of Remuneration Committee
The Remuneration Committee held 2 meetings on 2025. The important resolutions are described as follows:
| Meeting Date of Remuneration Committee | Subject Matter | Resolution result |
|---|---|---|
| 5th session | ||
| 5th meeting | ||
| (January 15, 2025) | 1.2024 Year-end bonus for chairman and managerial officers of the Company | |
| 2. Proposals on the Company’s 2024 Remuneration of Directors and the Allocation of Amounts for Each Seat. | ||
| 3. Proposal of promotion of the Company’s heads of all units to the position of managerial officer. | The convener consulted all attending committee members and agreed to approve the proposal that was submitted to the Board of Directors for resolution. | |
| 5th session | ||
| 6th meeting | ||
| (December 10, 2025) | Amendment of content of partial articles of the charter of the Company’s Remuneration Committee | The convener consulted all attending committee members and agreed to approve the proposal that was submitted to the Board of Directors for resolution. |
- Information of Nominating Committee members and operation: None.
2.3.5 Implementation of Sustainable Development and Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons
| Implementation Item | Implementation Status (Note 1) | Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||
| 1. Does the Company establish a governance structure to promote sustainable development, and set up a dedicated (part-time) unit for the governance structure to promote sustainable development, which is authorized by the board of directors to handle senior management and supervised by the board of directors? | V | The Company intends to have the Administration Department as the part-time unit of the governance structure to promote sustainable development, and assist the Board of Directors in carrying out the company's social responsibilities, and improving each issue of corporate governance. | Related work planning | |
| 2. Does the Company conduct risk assessment in regards to environmental, social, and corporate governance topics related to company operations in accordance with the materiality principle, and establish relevant risk management policy or strategy? (Note 2) | V | Although the Company does not establish related risk management policy, we still conduct risk assessment in regard to environmental, social, and corporate governance: ■Environmental issue: Propose stipulation on energy efficiency in the building regulations, and develop green building or low-carbon building design. ■Social issue: Assign stationed-supervisors, on an individual case basis, to ensure that labor safety and health regulations are complied with, and personnel safety is protected during construction. ■Corporate governance issue: In order to achieve sustainable operation and governance, the Company arrange, each year, the CPAs, and the corporate governance unit (independent directors and internal audit officer) to communicate key audit matters, regularly summon the investor conference, and establish various communication channels with stakeholders by way of the company's website, Line@, FB fan pages, etc. | Related work planning | |
| 3. Environmental issues (1) Has the Company referred to the nature of its industry to establish a suitable environment management system (EMS)? | V | The contracted construction company is responsible for the site EHS (Environmental, Health, and Safety) management of the Company's projects, and we comply with the relevant laws and regulations to appoint labor safety and health personnel for management. The company office conducts regular fire safety inspections and environmental disinfection. The air conditioner is regularly maintained and the filter is replaced to maintain the performance of the machine and avoid wasting energy. | No difference |
-40-
| Implementation Item | Implementation Status (Note 1) | Deviations from the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||
| (2) Is the Company committed to improving energy utilization efficiency and utilizing renewable resources with reduced environmental impact? | V | The Company actively integrates green building design into our projects. (The We & Win Shi-Yu project obtained the Silver Level Green Building Label in 2025.) | ||
| The company office promotes garbage classification and recycling of available resources to reduce the impact of environmental pollution. | No difference | |||
| (3) Does the Company assess potential risks and opportunities arising from climate change to the Company, and establish relevant risk management measures to respond related issues? | V | In consideration of the greenhouse effect due to global climate change, the Company, in the upfront stage of project planning and design, builds rainwater recycling systems for each construction case, adopts bathroom fixtures with water efficiency labels, and other measures. | No difference | |
| (4) Does the company monitor its greenhouse gas (GHG) emissions, water consumption, and waste volume for the past two years, and establish policies for GHG reduction, water consumption reduction, waste volume reduction accordingly? | V | For carrying out the environmental movement and save all kinds of resources, the Company complies with various environmental protection laws and regulations. The greenhouse gas emissions and water consumption of the Company’s office are disclosed in the corporate sustainability report; in spite of no statistics of gross waste weight, it is managed collectively by the measures such as building garage separation and waste paper recycling, etc. | Related statistical work under discussion | |
| 4. Social issues | ||||
| (1) Has the Company referred to relevant laws and international human rights instruments to establish relevant management policies and procedures? | V | To support the spirit and basic principles of human rights protection followed by international human rights conventions such as the “Universal Declaration of Human Rights”, “The United Nations Global Compact”, and “ILO Convention”: | ||
| ■ The Company follows Labor Standards Act and Personnel Act | ||||
| ■ Regularly conduct employee health checks and irregular health education lectures | ||||
| ■ Prohibition of child labor under the age of 16 | ||||
| ■ Guarantee employee complaints and communication channels | ||||
| ■ Prohibit gender discrimination and sexual harassment, formulate sexual harassment prevention measures, complaints and disciplinary measures | No difference |
-41-
| Implementation Item | Implementation Status (Note 1) | Deviations from the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||
| (2) Did the company establish and implement reasonable employee benefits (including compensations, holidays, and other benefits), and appropriately reflect its business performance and results on its employee compensations? | V | According to Article 19 of the Company’s Articles of Incorporation, if there is any surplus after the company’s annual accounts, the company shall pay the Profit-seeking Enterprise Income Tax first and covered the deficit in previous years first. Secondly, 10% of the Company’s balance shall be deposited as a statutory surplus reserve and a special surplus reserve in accordance with laws and regulations. Then, no less than 1% of the balance shall be allocated as employee bonus. The Company stipulated “Regulations Governing Measures for Employee Remuneration”, “Regulations Governing Performance Assessment Management”, and “Regulations Governing Distribution of Remuneration Granted to Directors, Supervisors, and Employee” as the basis of calculation and conducted employee performance assessment at the end of each year. The assessment results are the foundation of promotion, salary adjustment, bonus awarded, and employee compensation, etc. For employee with better performance in 2025, the Company provides incentives such as salary increase or promotion, etc. The average salary increase range is about 4% since January 2026. | No difference | |
| (3) Has the Company provided employees with safe and healthy work environments as well as regular classes on health and safety? | V | ■ Safe & Healthy Working Environment | ||
| The Company is located at office building of Cathay Landmark which has perfect fire and security system. The entrance and exit of the 1st floor lobby can only be accessed through card issuance, and the elevators are equipped with floor control function. Access to our company's floor is also restricted by the Company’s access control system. In addition, our office building conducts multiple fire safety tests, evacuation drills, and safety training annually. Furthermore, the annual fire safety inspection was conducted in April 2025. The Company was cooperative to assign personnel to participate in operations related to fire safety and inspection. | ||||
| ■ Personal insurance and health checkups | ||||
| To take care of the health of employees and protect their welfare, our company provides group insurance coverage for all employees and regularly offers employee health checkups. | ||||
| As of the cut-off date of the annual report for the 2025 fiscal year, there have been no occurrences of occupational accidents involving employees in the Company. | No difference |
-42-
| Implementation Item | Implementation Status (Note 1) | Deviations from the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||
| (4) Has the Company established an effective competency development career training program for employees? | V | The company is committed to enhance the professionalism and technical capabilities of employee through trainings, and encourages employees to participate in relevant continuing education and training for improving academic ability and professional qualifications related to their duties | No difference | |
| (5) Does the company’s products and services comply with relevant laws and international standards in relation to customer health and safety, customer privacy, and marketing and labeling of products and services, and are relevant consumer/customer protection and grievance procedure policies implemented? | V | Consumers can express their opinions or file complaints through the company’s website, mailbox or telephone, and the company’s dedicated units will respond them. If there are negotiation of contract terms other than the standard sales contract, the agreement of both parties must be acquired before making a seal. | No difference | |
| (6) Has the company established supplier management policy and require suppliers to comply with relevant standards on environmental protection, occupational safety and health, or labor and human rights issues and how are they implemented? | V | The Company abides by information- transparent and reasonable procurement and outsourcing procedure. The appropriate evaluation procedures are implemented before dealing with suppliers and relevant contracts have always been reviewed by legal personnel. The Company also pays special attention to whether the supplier has refusal record of government and industry or major labor safety incident. | No difference | |
| 5. Does the company refer to guidelines for the preparation of internationally accepted reports and prepare corporate sustainability reports and other reports that disclose the company’s non-financial information? Has the aforementioned statement received any validation or guarantee from third-party accreditation/ attestation organization? | V | The Company refers to the GRI Standards, published by the Global Reporting Initiative (GRI), to prepare the 2024 Sustainability Report, which was approved by discussion at the board meeting on August 6, 2025. In the future, we will obtain assurance or assurance opinions from the third-party verification unit in accordance with the regulations with a view to increasing information reliability. | No difference. | |
| 6. Where the Company has established its own Best Practices on CSR according to the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”, please describe any differences between the prescribed best practices and actual implementations taken by the Company: No significant difference. |
-43-
-44-
| Implementation Item | Implementation Status (Note 1) | Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration (Note 2) | ||
| 7. Other important and helpful information in understanding CSR operation: (1) Environmental protection: • The Company is attributed to a low-pollution industry and never has environmental pollution incidents. Even though, the Company still abides by the social responsibility of protecting the environment. • When the Company plans and implements the construction project, the impact on the surrounding environment will also be taken into consideration. Take the company's “New Congregate Housing Project in Tianmu Section, Shilin District, Taipei City” as an example, the Company preserves the growth of the native trees in the construction site at the same time while conducting construction activities. The plan for transplanting and restoring protected trees has been approved by the Taipei City Government and filed as “Fu Wen hue Character Four No. 09831922800” case. (2) Social Welfare: The Company irregularly makes donations and contributions to charitable events and feedback the community and neighborhood. (3) In regard to construction site safety, the Company keeps the contractors under strict supervision and requires them to comply with the regulations of Occupational Safety and Health Act. And, the Company's construction site located in Banqiao District is requested by the Office of Labor Inspection of New Taipei City as the location for conducting a participatory observation regarding construction site safety for construction companies in New Taipei City. (4) Community Participation and Planning: The Company has planned You Bike space for the construction project of We & Win Han-Cui in Banqiao Dist., New Taipei City, and encouraged the public to make more use of green vehicles for better environmental feedback. (5) Consumer Rights: The Company has the design of construction projects to put the needs of the occupants first and emphasize practical value. Issues raised by customers are handled by After-sale Service Department. |
Note 1: If you check "Yes" for the implementation situation, please specify the important policies, strategies, measures and implementation situations; if you choose "No" for the implementation situation, please refer to the "Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons" to explain the circumstances and reasons for the discrepancies, and describe plans for future adoption of relevant policies, strategies and measures.
Note 2: The principle of materiality refers to those who have a significant impact on the company's investors and other stakeholders in relation to environmental, social and corporate governance issues.
Note 3: For disclosure methods, please refer to the Best Practice Reference Examples on the website of the Corporate Governance Center of the Taiwan Stock Exchange.
1. Implementation Status of Climate-Related Initiatives
Table 2-2-3: Climate-related Information
| Item | Implementing Status | |
|---|---|---|
| 1. Clearly state the oversight and governance of the board of directors and management team regarding climate-related risks and opportunities. | The Company, as a company subject to planning and management in the “Third Stage” of the “Sustainable Development Roadmap for Listed Companies” published by the Financial Supervisory Commission (FSC) (individual companies with a capital of less than NTD 5 billion listed), is required to complete greenhouse gas inventory by 2026 and external verification by 2028. The Company will follow this timeline to carry out the relevant subsequent tasks. | |
| 2. Clearly describe how the identified climate risks and opportunities impact the company's business, strategy, and finances in the short, medium, and long term. | ||
| 3. Describe the financial impact of extreme weather events and transition actions. | ||
| 4. Explain how the process of identifying, assessing, and managing climate risks is integrated into the overall risk management system. | ||
| 5. If scenario analysis is used to assess resilience to climate change risks, provide information on the scenarios, parameters, assumptions, analysis factors, and key financial impacts used. | ||
| 6. If there are transition plans to manage climate-related risks, explain the contents of the plan, as well as the indicators and targets used to identify and manage physical risks and transition risks. | ||
| 7. If internal carbon pricing is used as a planning tool, explain the basis for price determination. | ||
| 8. If climate-related targets are set, provide information on the covered activities, scope of greenhouse gas emissions, planning period, progress towards annual achievement, and if carbon offsets or renewable energy certificates (RECs) are used to achieve the targets, provide information on the sources and quantities of carbon offsets or RECs. | ||
| 9. Inventory and verification of greenhouse gas emissions (not yet implemented). |
1-1. Greenhouse gas inventory and assurance of the Company for the most recent two years
1-1-1 Greenhouse gas inventory information
| Describe the greenhouse gas emissions (metric tons CO2e), intensity (metric tons CO2e per million NTD), and data coverage for the most recent two years. | |||
|---|---|---|---|
| The data coverage scope disclosed according to the schedule of the Sustainable Development Roadmap for Listed Companies: (1) The parent company only shall disclose the inventory information for 2025 in 2026. (2) The Consolidated Company shall disclose the inventory information for 2026 in 2027. The Company has established a greenhouse gas inventory mechanism in accordance with ISO 14064-1:2018. The organizational boundary is determined using the operational control approach, which recognizes greenhouse gas emissions from units and facilities over which the Company has actual operational management authority, ensuring consistency and comparability of the inventory scope. GHG emissions are described as follows: | |||
| Scope | 2025 | ||
| GHG emissions (tCO2e) | Intensity (tCO2e/turnover in NT$ million) | ||
| Parent company (including the Kaohsiung construction site) | Scope 1(Category 1) | 4.933 | 0.0545 |
| Scope 2(Category2) | 45.7696 | ||
| Scope 1(Category 3~6) | 17.691 |
Note 1: Direct emissions (Scope 1, i.e., direct emissions from sources owned or controlled by the Company), energy indirect emissions (Scope 2, i.e., indirect greenhouse gas emissions resulting from purchased electricity, heat, or steam), and other indirect emissions (Scope 3, i.e., emissions generated from the Company's activities that are not energy indirect emissions but originate from sources owned or controlled by other entities).
Note 2: The data coverage for direct emissions and energy indirect emissions shall be handled in accordance with the schedule prescribed by the competent authority pursuant to Paragraph 2, Article 10 of these Regulations; information on other indirect emissions may be disclosed voluntarily.
Note 3: Greenhouse gas inventory standards: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 issued by the International Organization for Standardization (ISO).
Note 4: Greenhouse gas emission intensity may be calculated per unit of product/service or per unit of revenue; however, at a minimum, data calculated based on revenue (in millions of New Taiwan Dollars) shall be disclosed.
Note 5: Greenhouse gas emissions are calculated based on the emission factors provided by the Ministry of Environment and the Administration of Energy in April 2026.
1-1-2 Greenhouse Gas Assurance Information
Describe the status of assurance for the most recent 2 fiscal years as of the printing date of the annual report, including the scope of assurance, assurance institutions, assurance standards, and assurance opinion.
Disclosures are made in different stages according to the schedule in the Sustainable Development Roadmap for Listed Companies. The Company is expected to conduct the parent company only inventory information and assurance for the parent company in 2028.
Note 1: This shall be handled in accordance with the schedule prescribed by the competent authority pursuant to Paragraph 2, Article 10 of these Regulations. If the Company has not obtained complete greenhouse gas assurance opinions by the date of publication of the annual report, it shall state “complete assurance information will be disclosed in the sustainability report”; if the Company does not prepare a sustainability report, it shall state “complete assurance information will be disclosed on the Market Observation Post System,” and complete assurance information shall be disclosed in the annual report of the following year.
Note 2: The assurance institution shall comply with the relevant regulations on sustainability report assurance institutions prescribed by the Taiwan Stock Exchange Corporation and the Taipei Exchange.
1-2 Greenhouse gas reduction targets, strategies, and specific action plans
Describe the greenhouse gas reduction base year and its data, reduction targets, strategies, specific action plans, and the achievement status of reduction targets.
Disclosures are made in different stages according to the schedule in the Sustainable Development Roadmap for Listed Companies. As of the publication date of the annual report, the Company is not under the mandatory application for the stage.
Note 1: This shall be handled in accordance with the schedule prescribed by the competent authority pursuant to Paragraph 2, Article 10 of these Regulations.
Note 2: The base year shall be the year in which the inventory within the consolidated financial reporting boundary is completed. For example, in accordance with the schedule prescribed pursuant to Paragraph 2, Article 10 of these Regulations, companies with paid-in capital of NTS10 billion or more shall complete the inventory for the consolidated financial statements for 2024 by 2025; therefore, the base year shall be 2024. If the Company has completed the inventory for the consolidated financial statements earlier, such earlier year may be adopted as the base year. In addition, the base year data may be calculated based on a single year or the average of several years.
Note 3: For disclosure content, please refer to the best practice reference examples on the website of the Taiwan Stock Exchange Corporate Governance Center.
-46-
2.3.6 Enforcement of business integrity, deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies (Table 2-2-4)
| Evaluation Item | Implementation Status (Note 1) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Stipulating policies and plans for ethical corporate management | ||||
| (1) Has the Company established the Code of Ethics and Business Conduct, which have been approved by the Board of Directors, and clearly stipulated regulations and policies for ethical business conduct and relevant guidelines in company articles and external documents? Does the Company's Directors and management team actively fulfill their commitment to corporate policies? | ||||
| (2) Has the company established a risk assessment mechanism against unethical conduct, regularly analyzed business activities within their business scope which are at a higher risk of being involved in unethical conduct? Does the company establish prevention programs accordingly including measures prescribed in Article 7 Paragraph 2 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"? | ||||
| (3) Has the Company clearly prescribed procedures, code of conduct, punitive measures for violations and appeal systems in the unethical conduct prevention plan, and did the plan be implemented accordingly and periodically reviewed and revised? | V | The Company has stipulated “Ethical Corporate Management Principles”, “Code of Ethical Conduct”, and “Procedures for Ethical Management and Guidelines for Conduct”, for aggressively fulfill the commitment of management team to ethical corporate management. | ||
| The Company evaluates and analyzes in accordance with the regular assessment procedures formulated in the “Ethical Corporate Management Principles”, and “Procedures for Ethical Management and Guidelines for Conduct”. | No difference | |||
| V | The Company follows close to the line of relevant regulations of public company and rules of internal control, and is audited regularly and irregularly by outsiders such as CPAs and the Company's internal audit office for preventing the risk of unethical conduct. | No difference |
-47-
| Evaluation Item | Implementation Status (Note 1) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 2. Implementing ethical corporate Management | ||||
| (1) Has the Company established the Code of Ethics and Business Conduct, which have been approved by the Board of Directors, and clearly stipulated regulations and policies for ethical business conduct and relevant guidelines in company articles and external documents? Does the Company’s Directors and management team actively fulfill their commitment to corporate policies? | ||||
| (2) Has the company established a risk assessment mechanism against unethical conduct, regularly analyzed business activities within their business scope which are at a higher risk of being involved in unethical conduct? Does the company establish prevention programs accordingly including measures prescribed in Article 7 Paragraph 2 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”? | ||||
| (3) Has the Company established policies preventing conflict of interests, provided proper channels of appeal, and enforced these policies and channels accordingly? | V | The Company makes a well management on its procurement and outsourcing procedure in which the integrity and justifiability of the counterparties will be evaluated first and the relevant contracts must be reviewed by the legal personnel. For ensuring the Company’s entitlements, the rights and obligations of both parties will always be described in details in the contract. | No difference | |
| V | In accordance with the Company’s “Procedures for Ethical Management and Guidelines for Conduct”, the administration department is designated as the dedicated unit, which is responsible for the implementation of corresponding assessment operations in line with regulations. | No difference | ||
| V | In case the topics of the Company’s Board of Directors meeting are related to the interests of the stakeholders in themselves or the institutes they represent, the stakeholders shall indicate the significant content of conflict of interests in the current Board of Directors. In case the situation will cause unfavorable impacts to the Company’s interests, the stakeholders may state their opinions and answer inquiries but shall exercise motion avoidance on proposals with conflict of interests without participation in the discussion and voting, and shall not exercise the voting rights on behalf of other directors. | No difference |
-48-
| Evaluation Item | Implementation Status (Note 1) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (4) Has the Company established effective accounting systems and internal control systems for enforcing ethical corporate management? Did internal auditors establish relevant audit plan to verify the status of compliance with unethical conduct prevention action plans based on the result of risk assessment on unethical conduct? Did the Company entrust audits to a CPA? | V | The Company’s internal audit office regularly gives an account of the operation of accounting system and internal control system to independent directors, reports in aggressive to every Board of Directors, and communicates with CPAs at least once a year on key audit matters in financial statements. | No difference | |
| (5) Does the Company regularly organize internal and external training for ethical corporate management? | V | The directors and managerial officers of the Company participate in internal and external education and training for ethical corporate management from time to time. | No difference | |
| 3. Status for enforcing whistle-blowing systems in the Company | ||||
| (1) Has the Company established concrete whistle-blowing and reward systems as well as accessible whistle-blowing channels? Does the Company assign a suitable and dedicated individual for the case being exposed by the whistle-blower? | V | The Company has set up “stakeholders’ area” on the company website for encouraging the employee and stakeholders to raise comments and complaints to Board of Directors. The “Procedures for Ethical Management and Guidelines for Conduct” is also stipulated for providing legitimate channels to whistle-blower, ensuring the confidentiality of whistle-blower’s identity and report content, and handling the suggestions and complaints about major deficiencies and frauds of the Company with special attention. | No difference | |
| (2) Has the Company established standard operating procedures (SOP) for whistleblowing cases, follow-up measures and relevant systems of confidentiality after the investigation? | V | |||
| (3) Has the Company adopted protection measures against inappropriate disciplinary actions for the whistle-blower? | V |
-49-
| Evaluation Item | Implementation Status (Note 1) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 4. Improvement of information disclosure | ||||
| Does the Company disclose its ethical corporate management policies and the results of its implementation on the Company’s website and Market Observation Post System (MOPS)? | V | The company website: www.5v.com.tw | ||
| The relevant regulations regarding ethical corporate management, such as “Ethical Corporate Management Principles”, “Code of Ethical Conduct”, and “Procedures for Ethical Management and Guidelines for Conduct”, have been placed on the company’s website and uploaded to the Market Observation Post System as the reference of the investors in the same time. | No difference | |||
| 5. If the Company has established the Code of Ethics and Business Conduct based on the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, please describe any deviations between the Code of Ethics and Business Conduct and their implementations: Nil. | ||||
| 6. Other information helpful for understanding the principle of integrity of the Company’s operations (e.g., the Company’s amendment of its principles of integrity): | ||||
| (1) On March 25, 2021, the Board of Directors approved the amendments of the “Procedures for Ethical Management and Guidelines for Conduct” of the Company. | ||||
| (2) The Company’s determination on ethical corporate management was shown through having construction projects to adopt open bidding in an open and transparent way. | ||||
| (3) All vendors who have business relationship with the Company can act as the whistle-blower for informing the Company colleagues’ breach of good faith or unethical conducts. |
Note 1: No matter the operation item is ticked “yes” or “no”, the status shall be described in abstract illustration column.
2.3.7 Other Important Information Regarding Corporate Governance:
- The provisions of “Code of Ethic Conduct” for the Company’s employee:
For specifically regulating the rights and obligations of both the employer and the employee, the Company has set up “Work Regulation of Employee”, which defines the code of ethic conducts that employees should abide by, described as follows:
(1) At internal, employees should work hard, cherish public facilities, reduce wastage, improve quality, and increase production. At external, employees should keep trade secrets or confidential information of work.
(2) Employees must not act in violation of their duties, accept entertainment, or receive gifts, kickbacks or other illegal benefits.
(3) Employees must not abuse their authority for profiting themselves or others.
- Provisions of “Procedures for Handling Material Inside Information” of the Company:
For setting up a good internal material information processing and disclosure mechanism, preventing improper information leakage, and assure the consistency and accuracy of the information published by the Company to the public, the Board of Directors passed the “Procedures for Handling Material Inside Information”, for regulating the following material inside information:
(1) Material information specified in “Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of
Companies with Listed Securities".
(2) Relevant regulations governing announcements or declarations, which are authorized by Article 36-1 of "Securities and Exchange Act".
(3) Items specified in Article 7 of "Securities and Exchange Act Enforcement Rules".
(4) Significant information as defined in "Regulations Governing the Scope of Material Information and the Means of its Public Disclosure Under Article 157-1, Paragraphs 4 of the Securities and Exchange Act".
(5) Documents such as trade secrets related to the Company's sales and finance.
- Succession planning for Board members and key management
(1) Succession planning for Board members
The Company's "Articles of Association" clearly stipulates that the election of directors adopts the candidate nomination system. The directors are nominated by major shareholders and then voted by the shareholders' meeting to form the board of directors. There are 7 directors in this session (including 3 independent directors), all of whom possess the management expertise required by business, financial accounting or corporate business or the professional knowledge and skills required by the company. In addition to considering diverse backgrounds, gender equality (Among the seven directors, three are female directors).
The company plans to arrange refresher courses for board members. Each director arranges at least 6 to 18 hours of refresher courses every year to ensure that board members have a considerable degree of industry knowledge and acquire new knowledge.
(2) Succession planning for Key Management Levels
The employees above the associate level of the Company are members of the important management level. At present, there are 5 people in total (1 general manager, 1 deputy general managers, and 3 associate manager). As five top-ranking managerial officers are all promoted internally in the company, it suggests the management is in line with the company's succession plan, so it will continue to implement the current personnel training policy and continue to strengthen the management team.
(3) Board Performance Evaluation
The board of directors of the company shall conduct the performance evaluation of the board of directors every year in accordance with the evaluation procedures and evaluation indicators in Articles 6 and 7 of the Board of Directors Performance Evaluation Regulations. The evaluation results shall be completed at the last regular board meeting and functional committee of the current year or the most recent meeting of the following year.
In order to implement corporate governance, enhance the functions of the board of directors of the company, and establish performance goals to enhance the operational efficiency of the board of directors, the company has formulated the "Measures for Performance Evaluation of the Board of Directors and Functional Committees" for compliance.
-51-
2.3.8 Implementation Status of the Internal Control System
- Internal Control System Statement:
WE & WIN Development Co., LTD.
Internal Control System Statement
Date: As of March 11, 2026
The Company declares the following with regard to its internal control system in 2025, based on the findings of a self-assessment:
-
The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its Board of Directors and managerial officers. The Company has established such a system aimed at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), reliability, timeliness, transparency, and compliance with applicable laws, regulations, and bylaws.
-
An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing the three goals mentioned above. Furthermore, the effectiveness of an internal control system may change along with changes in environment or circumstances. The internal control system of the Company contains self-monitoring mechanisms, however, and the Company takes corrective actions as soon as a deficiency is identified.
-
The Company judges the design and operating effectiveness of its internal control system based on the criteria provided in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (herein below, the "Regulations"). The internal control system judgment criteria adopted by the Regulations divide internal control into five elements based on the process of management control: (1) Control environment, (2) Risk assessment, (3) Control activities, (4) Information and communications, (5) Monitoring activities. Each element further contains several items. Please refer to the Regulations for details.
-
The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid criteria.
-
Based on the findings of the assessment mentioned in the preceding paragraph, the Company believes that on December 31, 2025, its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for understanding of the degree of achievement of operational effectiveness and efficiency objectives, reliability, timeliness, transparency, and compliance with applicable laws, regulations, and bylaws, was effectively designed and operating, and reasonably assured the achievement of the above-stated objectives.
-
This Statement will become a major part of the content of the Company's Annual Report and Prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.
-
This statement has been passed by the Board of Directors Meeting of the Company held on March 11, 2026, where none of the 7 attending directors (including deputy), expressed dissenting opinions and all affirmed the content of this Statement, and hereby declare.
WE & WIN Development Co., LTD.
Chairman: Yung Yi Su
President: Chih Ming Lee
- Those who entrust certified public accountants to audit reports on the internal control system should disclose the CPAs' audit report: Nil.
2.3.9 Major Resolutions of Shareholders' Meetings and Board Meetings in the Most Recent Year and up to the Publication Date of the Annual Report:
- Important Resolutions and Implementation of Shareholders Meeting in the Most Recent Year (Shareholders' Meeting in June 25,2025):
(1) Approved the Company's 2024 Business Report, Financial Statements.
(2) Approved the Company's 2024 proposal for Deficit Compensation.
Implementation status: The shareholders' meeting resolved that legal surplus reserve was only provided according to the law, and no dividends were distributed to the shareholders this year.
(3) Proposal of partial articles of the Company's "Articles of Incorporation"
Implementation status: Registration of alteration of the company's Articles of Association was completed on August 27, 2025.
- Important Resolutions of Board of Directors in the Most Recent Year and up to the Publication Date of the Annual Report:
| Date and Term | Major Resolutions |
|---|---|
| 14th Session | |
| 11th Meeting | |
| (January 15, 2025) | 1. Proposal on the Company's 2025 Business Plan in Abstract |
| 2. Proposal on the Company's 2025 Annual Budget Plan | |
| 3. Proposal on 2024 Year-End Bonus for Chairman and Managerial Officers of the Company | |
| 4. Proposals on the Company's 2024 Remuneration of Directors and the Allocation of Amounts for Each Seat. | |
| 5. Proposal of promotion of the Company's heads of all units to the position of managerial officer. | |
| 14th Session | |
| 12th Meeting | |
| (March 12, 2025) | 1. Proposal in relation to 2024 Declaration for the Effectiveness of Internal Control of the Company |
| 2. Proposal on the Company's 2024 Business Report and Financial Statements. | |
| 3. Proposal on Convening the Company's 2024 Regular Shareholders' Meeting and Proposal-related Matters. | |
| 4. Line of Credit Application from the Company to Hwatai Bank. | |
| 5. Line of Credit Application from the Company to Land Bank of Taiwan | |
| 6. Proposal of content of partial articles of the Company's internal control system. | |
| 7. Proposal of partial articles of the Company's "Articles of Incorporation". | |
| 8. Proposals on the Company's 2024 Remuneration of Directors and the Allocation of Amounts for Each Seat. | |
| 14th Session | |
| 13th Meeting | |
| (May 14, 2025) | 1. Proposal of the Company's Q1 of 2025 financial report |
| 2. Proposal on the Company's 2024 Appropriation of Profit or Loss | |
| 3. The Company was elected as the best applicant of "public tender for selecting the implementing agency for the urban renewal project of 15 land lots located at Lot No. 232, Changmei Sub-section, Taoyuan Section, Taoyuan Dist., Taoyuan City" by the Taoyuan City Government. | |
| 4. The Company proposes to issue the 1st secured ordinary corporate bond in 2025. | |
| 5. In response to the Company's issuance of the secured ordinary corporate bond, apply for the guaranteed limit for issuance of the ordinary corporate bond from Agricultural Bank of Taiwan. | |
| 6. Line of Credit Application from the Company to Land Bank of Taiwan | |
| 7. Line of Credit Application from the Company to Yuanta Commercial Bank | |
| 14th Session | |
| 14th Meeting | |
| (August 6, 2025) | 1. Proposal of the Company's Q2 of 2025 financial report |
| 2. Matters related to Authorize the Chairman to Handle Land Development within a Certain Period of Time and a Certain Amount | |
| 3. The Company's 2024 Sustainability Report. | |
| 4. Line of Credit Application from the Company to Hwatai Bank. | |
| 14th Session | 1. Proposal of the Company's Q3 of 2025 financial report |
| Date and Term | Major Resolutions |
|---|---|
| 15th Meeting | |
| (November 5, 2025) | 2. The Company’s offering the foundation and structural engineering, as well as fit-out and mechanical, electrical & plumbing engineering contract of undertaking of Project Xin-Zhou-Mei 77 to the related party, Yun Zan Construction Co., Ltd. |
| 3. The Company’s execution of joint construction contract with the non-related party in terms of 7 lots of land located at Yushi Section & Luguang Section, Wugu Dist., New Taipei City. | |
| 4. The Company’s application for line of credit against performance guarantee from Bank SinoPac. | |
| 5. Line of Credit Application from the Company to Hwatai Bank. | |
| 6. Proposal of the Company’s application for line of credit of guaranteed issue of commercial paper with Taching Bills Finance Corporation. | |
| 7. Proposal of the Company’s application for line of credit of guaranteed issue of commercial paper with Mega Bills Finance Co., Ltd. | |
| 8. Line of Credit Application from the Company to Farglory Life Insurance Co., Ltd. | |
| 9. The Company proposes to issue the domestic secured ordinary corporate bond in the amount of NT$1.1 billion within one year. | |
| 14th Session | |
| 16th Meeting | |
| (December 10, 2025) | 1. Amendment of content of partial articles of the charter of the Company’s Remuneration Committee. |
| 2. Proposal of content of partial articles of the Company’s internal control system. | |
| 3. Proposal of the Company’s 2026 internal audit plan. | |
| 4. The Company’s application for guaranteed credit line and short-term loan credit line for issuance of secured ordinary corporate bond from Hua Nan Commercial Bank. | |
| 5. Line of Credit Application from the Company to Bank Sinopac Company Ltd. | |
| 6. The Company proposes to dispose of the land and unregistered building located at Xiande Section, Qianzhen Dist., Kaohsiung City to the related party – Shu Mien Yang. | |
| 7. Authorize the chairman to handle all matters related to sales of Project “We & Win Zhi-Ke”. | |
| 14th Session | |
| 17th Meeting | |
| (February 4, 2026) | 1. Proposal on the Company’s 2026 Business Plan in Abstract |
| 2. Proposal on the Company’s 2026 Annual Budget Plan | |
| 3. Proposal of the Company’s evaluation of CPAs’ independence and competence in 2025. | |
| 4. Proposal on Authorization of the Company’s 2026 & 2027 Financial Statements Certification and Tax Certification. | |
| 5. Formulate the Company’s management rules of greenhouse gas inventory and internal verification operations. | |
| 6. Line of Credit Application from the Company to Farglory Life Insurance Co., Ltd. | |
| 7. Proposal on the Company’s loan from the related party – Lian Li Construction Co., Ltd. | |
| 8. Proposal on evaluation of the salary range for the Company’s non-executive employees in 2026. | |
| 9. Proposal on 2025 Year-End Bonus for Chairman and Managerial Officers of the Company | |
| 10. Proposals on the Company’s 2025 Remuneration of Directors and the Allocation of Amounts for Each Seat. | |
| 14th Session | |
| 18th Meeting | |
| (March 11, 2026) | 1. Proposal in relation to 2025 Declaration for the Effectiveness of Internal |
| 2. Proposal on the Company’s 2025 Business Report and Financial Statements. | |
| 3. Proposal on the Company’s 2025 Remuneration for Directors and Employee | |
| 4. Proposal on the Company’s 2025 Appropriation of Profit or Loss | |
| 5. Proposal on the 15th Board of Directors Election of the Company. | |
| 6. The lifting of the non-competition restriction on the newly appointed directors and their representatives of the 15th Board of Directors of the Company. | |
| 7. Proposal on the Company’s 2026 Regular Shareholders’ Meeting Planned to Convene and Related Matters | |
| 8. Unit type for sales in the amount of more than NT$300 million of the Company’s “We & Win Zhi-Ke” project in Q4 of 2025. |
2.3.10 Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions Passed by the Board of Directors in the Most Recent Year and up to the Publication Date of the Annual Report: Nil.
2.4 Information on 2025 CPAs' Professional Fees:
2.4.1 The amount of public audit fees and non-audit public fees and the content of non-audit services paid to the certified public accountants, their affiliated firms and affiliated enterprises should be disclosed:
Unit: New Taiwan Dollars (In Thousands)
| Accounting Firm | Name of CPA | Period Covered by CPA’s Audit | Audit Fee | Non-Audit Fee | Total | Remarks |
|---|---|---|---|---|---|---|
| KPMG Taiwan | Hsin Ting Huang | January 1, 2025 to December 31, 2025 | 1,685 | 665 | 2,350 | Service contents of non-audit fee including NT$25 thousand for the inspection of salary information checklist of non-supervisory staff. Trust audit fee of NT$60 thousand, and business tax settlement declaration fee of NT$580 thousand for year 2024. |
| Yi Yun Zou |
Note: In case the Company changes the certified public accountants or accounting firms in this year, the period covered by each CPA’s audit shall be indicated respectively, and the reasons of the replacement shall be described in remarks column. The non-audit service contents shall be disclosed in remarks column.
2.4.2 When the Company changes its accounting firm and the amount of fees paid for auditing services during the year in which the change is made are lower than for the previous year, the reasons of the replacement and the amount of audit fee before and after the replacement shall be described: No such circumstances.
2.4.3 When the amount of fees paid for auditing services is lower than for the previous year by fifteen percent or more, the amount by which the fees decreased, the proportional decrease, and the reasons therefor shall be disclosed: No such circumstances.
2.5 Information on the Replacement of CPAs: Nil.
2.6 In case the Company’s Chairman, President or Managers in charge of Finance or Accounting has been under Current Audit Firm or its Affiliates’ Employment within the most recent year, their names, titles, and periods of holding positions at the accounting firm of the Company’s CPAs or at the affiliates shall be disclosed: Nil.
-55-
2.7 In 2025 and as of April 25, 2026, the Circumstances regarding Transfer of Shares and Changes in Pledged Shares of Directors, Managerial Officers and Major Shareholders with a stake of more than 10%
Unit: Shares
| Title | Name | 2025 | As of April 25, 2026 | ||
|---|---|---|---|---|---|
| Holding Increase (Decrease) | Pledged Holding Increase (Decrease) | Holding Increase (Decrease) | Pledged Holding Increase (Decrease) | ||
| Representative Director (Major Shareholders) | We & Win Investment Co., Ltd. | — | 2,000,000 | — | — |
| Representative Director Representative: Chairman | Yung Yi Su | — | — | — | — |
| Representative Director | Lian Jie Construction Co., Ltd. | — | — | — | — |
| Representative of Representative Director | Shu Mien Yang | — | — | — | — |
| Representative Director Representative: President | Chih Ming Lee | (16,000) | — | — | — |
| Representative of Representative Director | Zhen You Wang | — | — | — | — |
| Independent Director | Zun Ren Ke | — | — | — | — |
| Independent Director | Ming Huang Zhuang | — | — | — | — |
| Independent Director | Polly Wen | — | — | — | — |
| Vice President of Administration Department | Chin Ching Tseng | — | — | — | — |
| President’s Office Associate Vice President for Procurement | Chia Huei Lu | — | — | — | — |
| Design Department Associate Vice President | Guan Zhong Lu | 1,000 | — | — | — |
| Sales Department Associate Vice President | Chia Ling Tsai | (Note 3) | (Note 3) | — | — |
| Administration Department Associate Vice President (Corporate Governance Director) | Chien Lin Chiu | — | — | — | — |
Note 1: Shareholders with a stake of more than 10% of the company’s total shares should be indicated as major shareholders, and separately listed.
Note 2: The counterparties of shareholding transfers and shareholding pledges are not related parties: Nil.
Note 3: Ms. Jia-Ling Cai was promoted to Director of the Sales Department pursuant to the resolution of the Board of Directors on January 15, 2025.
As of April 25, 2026, Unit: Shares
2.8 Relationship among the Top Ten Shareholders:
| Name (Note 1) | Current Shareholding | Spouse's and Minor's Shareholding | Shareholding by Nominee Arrangement | Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives within Second Degree Relative of Consanguinity (Note 3) | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relationship | ||
| Lian Shang Investment Co., Ltd. | 59,505,702 | 19.80% | 0 | 0.00% | 0 | 0.00% | 1. Lian Jing Investment Co., Ltd. | ||
| 2. Lian Jie Construction Co., Ltd. | |||||||||
| 3. Lian Li Construction Co., Ltd. | |||||||||
| 4. Mei Li Construction Co., Ltd | 1. The person in charge is the spouse of the chairman | ||||||||
| 2. The same chairman | |||||||||
| 3. The person in charge is the mother of the chairman | |||||||||
| 4. The person in charge is the spouse of the chairman | |||||||||
| Lian Jing Investment Co., Ltd. | 29,855,796 | 9.93% | 0 | 0.00% | 0 | 0.00% | 1. Lian Shang Investment Co., Ltd. | ||
| 2. Lian Jie Construction Co., Ltd. | |||||||||
| 3. Lian Li Construction Co., Ltd. | |||||||||
| 4. Mei Li Construction Co., Ltd | 1. The person in charge is the spouse of the chairman | ||||||||
| 2. The person in charge is the spouse of the chairman | |||||||||
| 3. The person in charge is the mother-in-law of the chairman | |||||||||
| 4. The same chairman | |||||||||
| Lian Jie Construction Co., Ltd. | 9,122,546 | 3.04% | 0 | 0.00% | 0 | 0.00% | 1. Lian Shang Investment Co., Ltd. | ||
| 2. Lian Jing Investment Co., Ltd. | |||||||||
| 3. Lian Li Construction Co., Ltd. | |||||||||
| 4. Mei Li Construction Co., Ltd | 1. The same chairman | ||||||||
| 2. The person in charge is the spouse of the chairman | |||||||||
| 3. The person in charge is the mother of the chairman | |||||||||
| 4. The person in charge is the spouse of the chairman | |||||||||
| Jiun Shiang Huang | 4,966,000 | 1.65% | 0 | 0.00% | 0 | 0.00% | Nil | Nil | |
| Nian Bang Chiu | 4,339,000 | 1.44% | 0 | 0.00% | 0 | 0.00% | Nil | Nil | |
| Jia Jhih Peng | 4,217,000 | 1.40% | 0 | 0.00% | 0 | 0.00% | Nil | Nil | |
| Bo Tao Chen | 3,610,000 | 1.20% | 0 | 0.00% | 0 | 0.00% | Nil | Nil | |
| Bo Cian Chen | 3,580,000 | 1.19% | 0 | 0.00% | 0 | 0.00% | Nil | Nil | |
| Yong Nan Wang | 3,516,000 | 1.17% | 0 | 0.00% | 0 | 0.00% | Nil | Nil | |
| Yi Jia Liou | 3,100,000 | 1.03% | 0 | 0.00% | 0 | 0.00% | Nil | Nil |
Note 1: Top 10 shareholders shall all be disclosed, in which the institutional shareholder should indicate the name of institutional shareholders and representatives respectively.
Note 2: The shareholding ratio refers to the calculation of the shareholding percentage in accordance with the shares held by the person, the person's spouse and minor children, or nominee arrangement.
Note 3: The aforementioned shareholders include institutional shareholders and natural- persons. The relationship among the shareholders shall be disclosed in accordance with the issuers' preparation standards of the financial statements.
-58-
2.9 The Comprehensive Number of Shares held in any Single Enterprise by the Company, its Directors, and Managerial Officers, and any Companies Controlled either Directly or Indirectly by the Company
Unit: Share/%
| Affiliated Enterprises (Note) | Ownership by the Company | Direct or Indirect Ownership by Directors/ Managerial Officers | Total Ownership | |||
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| Metropolitan Living Development Co., Ltd. | 10,459,281 | 26.43% | 0 | 0% | 10,459,281 | 26.43% |
| Da Hao Living Co., Ltd. | 13,854,600 | 15.57% | 0 | 0% | 13,854,600 | 15.57% |
| Yunzan Construction Co., Ltd. | 3,000,000 | 30.00% | 0 | 0% | 3,000,000 | 30.00% |
Note: As of March 31, 2026, the long-term investment made by the Company using the equity method.
III. Capital Overview
3.1 Capital and Shares
3.1.1 Source of Capital
| Year/Month | Par Value (NT$) | Authorized Capital | Paid-in Capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) | Shares Amount (NT$ thousands) | Shares (In Thousands) | Shares Amount (NT$ thousands) | Sources of Capital | Capital Increased by Assets Other than Cash | Other | ||
| 1987.08 | 10,000 | 5 | 50,000 | 5 | 50,000 | Cash investment NT$50,000 thousand | Nil | Nil |
| 1989.03 | 10 | 18,000 | 180,000 | 18 | 180,000 | Capital increased in cash NT$130,000 thousand and the par value per share changed from NT$10,000 per share to NT$10 per share | Nil | Note 1 |
| 1990.11 | 10 | 60,000 | 600,000 | 60,000 | 600,000 | Capital increased in cash NT$420,000 thousand | Nil | Note 2 |
| 1991.11 | 10 | 200,000 | 2,000,000 | 114,300 | 1,143,000 | Capital increased in cash NT$480,000 thousand and capitalization of retained earnings NT$63,000 thousand | Nil | Note 3 |
| 1993.08 | 10 | 200,000 | 2,000,000 | 145,730 | 1,457,300 | Capital increased in cash NT$200,000 thousand and capitalization of retained earnings NT$114,300 thousand | Nil | Note 4 |
| 1994.07 | 10 | 200,000 | 2,000,000 | 160,303 | 1,603,030 | Capitalization of retained earnings NT$145,730 thousand | Nil | Note 5 |
| 1995.12 | 10 | 200,000 | 2,000,000 | 181,142 | 1,811,424 | Capitalization of retained earnings NT$208,394 thousand | Nil | Note 6 |
| 1996.07 | 10 | 240,000 | 2,400,000 | 213,633 | 2,136,338 | Capital increased in cash NT$180,000 thousand and capitalization of retained earnings NT$144,914 thousand | Nil | Note 7 |
| 1997.02&1997.05 | 10 | 410,000 | 4,100,000 | 274,428 | 2,744,288 | Capital increased in cash NT$250,000 thousand, capitalization of retained earnings NT$167,044 thousand, and capitalization of capital reserves NT$190,907 thousand | Nil | Note 8 |
| 1998.10 | 10 | 410,000 | 4,100,000 | 320,093 | 3,200,932 | Capitalization of retained earnings NT$182,657 thousand and capitalization of capital reserves NT$273,986 thousand | Nil | Note 9 |
| 1998.11 | 10 | 410,000 | 4,100,000 | 320,171 | 3,201,707 | Convertible bond converted into NT$775 thousand | Nil | Nil |
| 1999.02 | 10 | 410,000 | 4,100,000 | 321,157 | 3,211,567 | Convertible bond converted into NT$9,860 thousand | Nil | Nil |
| 2002.09 | 10 | 410,000 | 4,100,000 | 160,578 | 1,605,783 | Capital Reduction NT$1,605,784 thousand | Nil | Note 10 |
| 2004.06 | 10 | 250,000 | 2,500,000 | 91,530 | 915,297 | 1. Authorized Capital Reduction NT$2,600,000 thousand | ||
| 2. Paid-in Capital Reduction NT$690,486 thousand | Nil | Note 11 | ||||||
| 2005.10 | 10 | 200,000 | 2,000,000 | 51,531 | 515,312 | 1. Authorized Capital Reduction NT$500,000 thousand | ||
| 2. Paid-in Capital Reduction NT$399,985 thousand | Nil | Note 12 | ||||||
| 2005.12 | 4.5 | 200,000 | 2,000,000 | 65,531 | 655,312 | 14,000 thousand shares were issued for the first private placement in 2005 that increase NT$140,000 thousand paid-in capital. | Nil | Note 13 |
| 2006.04 | 4.5 | 200,000 | 2,000,000 | 81,531 | 815,312 | 16,000 thousand shares were issued for the second private placement in 2005 that increase NT$160,000 thousand paid-in capital. | Nil | Note 14 |
| 2006.08 | 10 | 200,000 | 2,000,000 | 31,797 | 317,972 | Paid-in Capital Reduction NT$497,340 thousand | Nil | Note 15 |
| 2007.01 | 10 | 200,000 | 2,000,000 | 51,797 | 517,972 | 200,000 thousand shares were issued for the first private placement in 2006 that increase NT$200,000 thousand paid-in capital. | Nil | Note 16 |
-59-
| Year/Month | Par Value (NT$) | Authorized Capital | Paid-in Capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) | Shares Amount (NT$ thousands) | Shares (In Thousands) | Shares Amount (NT$ thousands) | Sources of Capital | Capital Increased by Assets Other than Cash | Other | ||
| 2008.01 | 10 | 200,000 | 2,000,000 | 59,797 | 597,972 | 80,000 thousand shares were issued for the first private placement in 2007 that increase NT$80,000 thousand paid-in capital. | Nil | Note 17 |
| 2008.04 | 10 | 200,000 | 2,000,000 | 69,797 | 697,972 | 100,000 thousand shares were issued for the second private placement in 2007 that increase NT$100,000 thousand paid-in capital. | Nil | Note 18 |
| 2008.08 | 8 | 200,000 | 2,000,000 | 79,847 | 798,472 | 100,500 thousand shares were issued for the first private placement in 2008 that increase NT$100,500 thousand paid-in capital. | Nil | Note 19 |
| 2008.09 | 8 | 200,000 | 2,000,000 | 84,797 | 847,972 | 49,500 thousand shares were issued for the second private placement in 2008 that increase NT$49,500 thousand paid-in capital. | Nil | Note 20 |
| 2009.02 | 5 | 200,000 | 2,000,000 | 92,797 | 927,972 | 80,000 thousand shares were issued for the third private placement in 2008 that increase NT$80,000 thousand paid-in capital. | Nil | Note 21 |
| 2009.04 | 5 | 200,000 | 2,000,000 | 99,797 | 997,972 | 70,000 thousand shares were issued for the fourth private placement in 2008 that increase NT$70,000 thousand paid-in capital. | Nil | Note 22 |
| 2010.03 | 10 | 200,000 | 2,000,000 | 119,797 | 1,197,972 | 20,000 thousand shares were issued for the private placement in 2009 that increase NT$200,000 thousand paid-in capital. | Nil | Note 23 |
| 2011.10 | 10 | 200,000 | 2,000,000 | 119,871 | 1,198,711 | In the third quarter of 2011, convertible bonds converted into NT$739 thousand common stocks | Nil | Note 24 |
| 2012.04 | 10 | 200,000 | 2,000,000 | 121,919 | 1,219,194 | In the first quarter of 2012, convertible bonds converted into NT$20,483 thousand common stocks | Nil | Note 25 |
| 2012.07 | 10 | 200,000 | 2,000,000 | 122,054 | 1,220,537 | In the second quarter of 2012, convertible bonds converted into NT$1,343 thousand common stocks | Nil | Note 26 |
| 2012.10 | 10 | 200,000 | 2,000,000 | 142,054 | 1,420,537 | In 2012, capital increased in cash NT$20,000 thousand | Nil | Note 27 |
| 2013.02 | 10 | 200,000 | 2,000,000 | 142,251 | 1,422,512 | In the fourth quarter of 2012, convertible bonds converted into NT$1,975 thousand common stocks | Nil | Note 28 |
| 2013.04 | 10 | 200,000 | 2,000,000 | 145,360 | 1,453,601 | In the first quarter of 2013, convertible bonds converted into NT$31,089 thousand common stocks | Nil | Note 29 |
| 2013.07 | 10 | 200,000 | 2,000,000 | 162,072 | 1,620,720 | In the second quarter of 2013, convertible bonds converted into NT$167,119 thousand common stocks | Nil | Note 30 |
| 2013.11 | 10 | 200,000 | 2,000,000 | 164,978 | 1,649,778 | In the third quarter of 2013, convertible bonds converted into NT$29,058 thousand common stocks | Nil | Note 31 |
| 2014.02 | 10 | 350,000 | 3,500,000 | 215,806 | 2,158,059 | In the fourth quarter of 2013, convertible bonds converted into NT$8,281 thousand common stocksIn 2013, capital increased in cash NT$500,000 thousand | Nil | Note 32 |
| 2014.05 | 10 | 350,000 | 3,500,000 | 227,800 | 2,277,996 | In the first quarter of 2014, convertible bonds converted into NT$119,937 thousand common stocks | Nil | Note 33 |
| Year/Month | Par Value (NT$) | Authorized Capital | Paid-in Capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) | Shares Amount (NT$ thousands) | Shares (In Thousands) | Shares Amount (NT$ thousands) | Sources of Capital | Capital Increased by Assets Other than Cash | Other | ||
| 2014.09 | 10 | 350,000 | 3,500,000 | 247,769 | 2,477,691 | In the second quarter of 2014, convertible bonds converted into NT$15,676 thousand common stocksIn September 2014, capitalization of retained earnings for paying out NT$184,019 thousand stock dividends | Nil | Note 34 |
| 2015.12 | 10 | 350,000 | 3,500,000 | 267,591 | 2,675,906 | In December 2015, capitalization of retained earnings for paying out NT$198,215 thousand stock dividends | Nil | Note 35 |
| 2016.10 | 10 | 350,000 | 3,500,000 | 288,998 | 2,889,979 | In October 2016, capitalization of retained earnings for paying out NT$214,073 thousand stock dividends | Nil | Note 36 |
| 2017.09 | 10 | 350,000 | 3,500,000 | 300,558 | 3,005,578 | In September 2017, capitalization of retained earnings by for paying out NT$115,559 thousand stock dividends | Nil | Note 37 |
Note 1: No. Jing (78) Shang-121867, dated April 22, 1989
Note 2: Letter No. (79) Tai-Tsai-Cheng (1)-02121 of Securities & Futures Institute, dated August 28, 1990
Note 3: Letter No. (80) Tai-Tsai-Cheng (1)-02977 of Securities & Futures Institute, dated October 15, 1991
Note 4: Letter No. (82) Tai-Tsai-Cheng (1)-29777 of Securities & Futures Institute, dated July 22, 1993
Note 5: Letter No. (83) Tai-Tsai-Cheng (1)-30634 of Securities & Futures Institute, dated July 6, 1994
Note 6: Letter No. (84) Tai-Tsai-Cheng (1)-63356 of Securities & Futures Institute, dated December 13, 1995
Note 7: Letter No. (85) Tai-Tsai-Cheng (1)-28643 of Securities & Futures Institute, dated June 3, 1996
Note 8: Letter No. (86) Tai-Tsai-Cheng (1)-36701 of Securities & Futures Institute, dated May 6, 1997
Note 9: Letter No. (87) Tai-Tsai-Cheng (1)-90008 of Securities & Futures Institute, dated October 21, 1998
Note 10: Letter No. Tai-Tsai-Cheng-Yi-Zi-0910141169 of Securities & Futures Institute, dated September 4, 2002
Note 11: Letter No. Tai-Tsai-Cheng-Yi-Zi-093012158 of Securities & Futures Institute, dated June 1, 2004
Note 12: Letter No. Jin-Guan-Zheng-Yi-Zi-0940146519 of Financial Supervisory Commission, R.O.C. (Taiwan), dated October 19, 2005
Note 13: Letter No. Jing-Shou-Shang-Zi-094012402000 of Ministry of Economic Affairs, R.O.C., dated December 1, 2005
Note 14: Letter No. Jing-Shou-Shang-Zi-09501059010 of Ministry of Economic Affairs, R.O.C., dated April 4, 2006
Note 15: Letter No. Fu-Jian-Shang-Zi-09581729720 of Taipei City Government, dated August 29, 2006
Note 16: Letter No. Jing-Shou-Shang-Zi-09601007800 of Ministry of Economic Affairs, R.O.C., dated January 15, 2007
Note 17: Letter No. Jing-Shou-Shang-Zi-09601322490 of Ministry of Economic Affairs, R.O.C., dated January 7, 2008
Note 18: Letter No. Jing-Shou-Shang-Zi-09701084420 of Ministry of Economic Affairs, R.O.C., dated April 9, 2008
Note 19: Letter No. Jing-Shou-Shang-Zi-09701212380 of Ministry of Economic Affairs, R.O.C., dated August 22, 2008
Note 20: Letter No. Jing-Shou-Shang-Zi-09701245020 of Ministry of Economic Affairs, R.O.C., dated September 23, 2008
Note 21: Letter No. Jing-Shou-Shang-Zi-09801031440 of Ministry of Economic Affairs, R.O.C., dated February 18, 2009
Note 22: Letter No. Jing-Shou-Shang-Zi-09801080990 of Ministry of Economic Affairs, R.O.C., dated April 24, 2009
Note 23: Letter No. Jing-Shou-Shang-Zi-09901053880 of Ministry of Economic Affairs, R.O.C., dated March 24, 2010
Note 24: Letter No. Jing-Shou-Shang-Zi-10001248710 of Ministry of Economic Affairs, R.O.C., dated October 28, 2011
Note 25: Letter No. Jing-Shou-Shang-Zi-10101068100 of Ministry of Economic Affairs, R.O.C., dated April 19, 2012
Note 26: Letter No. Jing-Shou-Shang-Zi-10101150230 of Ministry of Economic Affairs, R.O.C., dated July 23, 2012
Note 27: Letter No. Jing-Shou-Shang-Zi-10101221330 of Ministry of Economic Affairs, R.O.C., dated October 24, 2012
Note 28: Letter No. Jing-Shou-Shang-Zi-10201024090 of Ministry of Economic Affairs, R.O.C., dated February 1, 2013
Note 29: Letter No. Jing-Shou-Shang-Zi-1020106386 of Ministry of Economic Affairs, R.O.C., dated April 10, 2013
Note 30: Letter No. Jing-Shou-Shang-Zi-10201147280 of Ministry of Economic Affairs, R.O.C., dated July 19, 2013
Note 31: Letter No. Jing-Shou-Shang-Zi-10201222020 of Ministry of Economic Affairs, R.O.C., dated November 1, 2013
Note 32: Letter No. Jing-Shou-Shang-Zi-10301020140 of Ministry of Economic Affairs, R.O.C., dated February 6, 2014
Note 33: Letter No. Jing-Shou-Shang-Zi-10301094500 of Ministry of Economic Affairs, R.O.C., dated May 26, 2014
Note 34: Letter No. Jing-Shou-Shang-Zi-10301195430 of Ministry of Economic Affairs, R.O.C., dated September 18, 2014
Note 35: Letter No. Jing-Shou-Shang-Zi-10401249100 of Ministry of Economic Affairs, R.O.C., dated December 2, 2015
Note 36: Letter No. Jing-Shou-Shang-Zi-10501237350 of Ministry of Economic Affairs, R.O.C., dated October 5, 2016
Note 37: Letter No. Jing-Shou-Shang-Zi-10601133920 of Ministry of Economic Affairs, R.O.C., dated September 20, 2017
| Share Type | Authorized Capital | Remarks |
|---|---|---|
| Issued Shares (Note 1) | Un-issued Shares | Total Shares |
| Listed common stocks | 51,531,194 | 49,442,205 |
| In 2005, first issuance of new shares for capital increase through private placement | 14,000,000 | Ratified by Ministry of Economic Affairs, R.O.C. on December 1, 2005 |
| In 2005, second issuance of new shares for capital increase through private placement | 16,000,000 | Ratified by Ministry of Economic Affairs, R.O.C. on April 4, 2006 |
| Capital reduction for covering losses and paid-in capital reduction for cancellation of shares | (49,734,028) | Ratified by Taipei City Government on April 4, 2006 |
| Decrease of 31,434,028 shares of listed common stock and 18,300,000 shares of private placement cash and stocks | ||
| In 2006, first issuance of new shares for capital increase through private placement | 20,000,000 | Ratified by Ministry of Economic Affairs, R.O.C. on January 15, 2007 |
| In 2007, first issuance of new shares for capital increase through private placement | 8,000,000 | Ratified by Ministry of Economic Affairs, R.O.C. on January 7, 2008 |
| In 2007, second issuance of new shares for capital increase through private placement | 10,000,000 | Ratified by Ministry of Economic Affairs, R.O.C. on April 9, 2008 |
| In 2008, first issuance of new shares for capital increase through private placement | 10,050,000 | |
| In 2008, second issuance of new shares for capital increase through private placement | 4,950,000 | 49,442,205 |
| In 2008, third issuance of new shares for capital increase through private placement | 8,000,000 | Ratified by Ministry of Economic Affairs, R.O.C. on February 18, 2009 |
| In 2008, fourth issuance of new shares for capital increase through private placement | 7,000,000 | Ratified by Ministry of Economic Affairs, R.O.C. on April 24, 2009 |
| In 2009, first issuance of new shares for capital increase through private placement | 20,000,000 | Ratified by Ministry of Economic Affairs, R.O.C. on March 24, 2010 |
| In the third quarter of 2011, exchange of new shares for convertible bonds | 73,874 | Ratified by Ministry of Economic Affairs, R.O.C. on October 28, 2011 |
| In the first quarter of 2012, exchange of new shares for convertible bonds | 2,048,315 | Ratified by Ministry of Economic Affairs, R.O.C. on April 19, 2012 |
| In the second quarter of 2012, exchange of new shares for convertible bonds | 134,318 | Ratified by Ministry of Economic Affairs, R.O.C. on July 23, 2012 |
| In 2012, issuance of new share for capital increase | 20,000,000 | Ratified by Ministry of Economic Affairs, R.O.C. on October 24, 2012 |
| In the fourth quarter of 2012, exchange of new shares for convertible bonds | 197,491 | Ratified by Ministry of Economic Affairs, R.O.C. on February 1, 2013 |
| In the first quarter of 2013, exchange of new shares for convertible bonds | 3,108,967 | 49,442,205 |
| In the second quarter of 2013, exchange of new shares for convertible bond | 16,711,901 | Ratified by Ministry of Economic Affairs, R.O.C. on July 19, 2013 |
| In the third quarter of 2013, exchange of new shares for convertible bonds | 2,905,783 |
-62-
-63-
| In 2013, Issuance of new share for capital increase
In the fourth quarter of 2013, exchange of new shares for convertible bonds | 50,828,051 | | | Ratified by Ministry of Economic Affairs, R.O.C. on February 6, 2014 |
| --- | --- | --- | --- | --- |
| In the first quarter of 2014, exchange of new shares for convertible bonds | 11,993,696 | | | Ratified by Ministry of Economic Affairs, R.O.C. on May 26, 2014 |
| In the second quarter of 2014, exchange of new shares for convertible bonds | 1,567,674 | | | Ratified by Ministry of Economic Affairs, R.O.C. on September 18, 2014 |
| In September 2014, capitalization of retained earnings by for paying out stock dividends | 18,401,866 | | | |
| In December 2015, capitalization of retained earnings by for paying out stock dividends | 19,821,528 | | | Ratified by Ministry of Economic Affairs, R.O.C. on December 12, 2016 |
| In October 2016, capitalization of retained earnings by for paying out stock dividends | 21,407,250 | | | Ratified by Ministry of Economic Affairs, R.O.C. on December 12, 2016 |
| In September 2017, capitalization of retained earnings by for paying out stock dividends | 11,559,915 | | | Ratified by Ministry of Economic Affairs, R.O.C. on September 20, 2017 |
Note 1: The Company's private placement for common stocks have been ratified for supplementary procedures of public issue by Letter No. Jin-Guan-Zheng-a-Zi-1020016989 of Financial Supervisory Commission, R.O.C. (Taiwan), dated May 10, 2013.
3.1.2 List of Major Shareholders
As of April 25, 2026
| Share
Name of Major Shareholders | Shareholding | Shareholding Ratio (%) |
| --- | --- | --- |
| Lian Shang Investment Co., Ltd. | 59,505,702 | 19.80% |
| Lian Jing Investment Co., Ltd. | 29,855,796 | 9.93% |
| Lian Jie Construction Co., Ltd. | 9,122,546 | 3.04% |
| Jian Shiang Huang | 4,966,000 | 1.65% |
| Nian Bang Chiu | 4,339,000 | 1.44% |
| Jia Jhih Peng | 4,217,000 | 1.40% |
| Bo Tao Chen | 3,610,000 | 1.20% |
| Bo Cian Chen | 3,580,000 | 1.19% |
| Yong Nan Wang | 3,516,000 | 1.17% |
| Yi Jia Liou | 3,100,000 | 1.03% |
3.1.3 Dividend Policy and Implementation Status:
- Dividend Policy Defined in the Company's Articles of Incorporation as follows:
Article 19
If the Company has earning for the current period (refer to the profit before tax minus the employee profit sharing and the remuneration of directors and supervisors), it shall set aside no less than 1% of such earning as employee profit sharing and set aside no more than 3% of such earnings as the remuneration of directors and supervisors. If the Company has accumulated losses, it shall first set aside the losses.
Among the preceding profit-sharing for employees, no less than 3% shall be allocated as compensation for non-executive employees. The employees'
profit sharing can be made in stock or cash that shall be resolved by the Board of Directors and reported to the shareholders' meeting. The object of employee profit sharing can include employees of the affiliates who meet the criteria set by the Board of Directors.
Article 19-1
If there is any profit after tax for the current period after the company's annual accounts, the Company shall offset prior years' accumulated losses first and then set aside 10% of the Company's balance as a statutory surplus reserve in accordance with the law and regulations. The Company may then appropriate or reverse a certain amount as special surplus reserve shall be deposited in accordance with the operating needs or the law and regulations. If there is any remaining earning, together with the accumulated undistributed earnings at the beginning of the period, the Board of Directors shall draft a proposal of dividend distribution and submit it to the shareholders' meeting for resolution.
If the Company distributes dividends or uses the entire or a portion of legal reserves or capital reserves, and such distribution is made in the form of cash, it shall be authorized by the Board of Directors with the attendance of at least two-thirds of the directors, and the approval of a majority of the attending directors, and shall be reported to the shareholders' meeting. The provisions on requesting shareholders' meeting resolution for distribution shall not apply in such cases.
The Company is in the construction industry and is currently in the stage of business expansion. The Board of Directors should take the Company's future capital planning and needs into consideration when working out the earning distribution proposal. When dividends are distributed to shareholders, it can be done in cash or stocks. Among them, no less than 10% of total dividends distributed to shareholders must in the form of cash dividend.
- The Discussion Circumstances of Proposed Dividend Distribution in 2025:
The Board of Directors resolved not to distribute dividends on March 11th, 2026. - Expected Significant Change in Dividend Policy: Nil.
3.1.4
Effect upon business performance, earnings per share, and return on shareholders' investment of any stock dividend distribution proposed or adopted at this shareholders' meeting: No such circumstances.
3.1.5
Employee Profit Sharing and Remuneration of Directors and Supervisors
1. The Amount or Scope of Employee Profit Sharing and Remuneration of Directors and Supervisors as prescribed under the Articles of Incorporation: Please refer to the aforementioned "1.7 Dividend Policy and Implementation Status" for details.
2. Basis of Estimating Employee, Directors' and Supervisors' Bonus in the Period, Basis of Calculating Employee Bonus Appropriated in Shares, and Accounting Treatment if Discrepancy is found between the Actual Distributions and the Estimates. Estimation of
-64-
the amount of employee profit sharing and remuneration of directors in 2024 depends on profits as of the current period, and we also refer to the distribution ratio in the previous year, and the ratio of distribution, as set forth in the company's articles of incorporation, as the basis of estimation. If there is a discrepancy between the actual distributions resolved by the Board of Directors and the estimates, treatment of changes in accounting estimates will be adopted.
- Information on Allocation of Compensations Approved by the Board of Directors
(1) For the amount of employee profit sharing and remuneration of directors and supervisors distributed in cash or shares, if there is a discrepancy between the estimated annual amount and the actual amount of expense, the value of discrepancies, the reason for the difference, and response shall be disclosed.
On February 4, and March 11, 2026 the Board of Directors resolved to appropriate NT$1,329,000 as remuneration to directors and NT$2,309,873 as remuneration to employee, and there is no difference between the estimated amount and the actual amount in 2025.
(2) The amount of stock dividend paid to employees and its share in proportion to the sum of the net income after tax as stated in the individual financial statements for the current period and the total remunerations to employees: The Company did not pay out any stocks as employee remuneration in this period.
- Actual distribution of remunerations for employees, directors, and supervisors in the previous year (including the number, amount, and stock price of shares distributed), and where there were discrepancies with the recognized remunerations for employees, directors, and supervisors, the differences, causes, and treatment of the discrepancy should be described.
(1) Actual distribution:
The distribution of employee remuneration is NTD 9,356,827. Director's remuneration is NTD 7,200,000.
(2) If there is a discrepancy between the actual distribution and the recognized number, the discrepancy, the differences, causes, and treatment:
Actual distribution of NTD 9,356,827 as employee remuneration and NTD 9,550,000 as recognized number has the difference of NTD 193,173. Since employees who have left on the paying date have not been paid and are recognized as other income. Actual distribution of director's remuneration has no differences with recognized number.
3.1.6 Share Repurchases by the Company: Nil.
-65-
3.2 Issuance of Corporate Bonds:
Domestic Ordinary Corporate Bonds
| Type of Issuance (Note 2) | First Domestic Secured Ordinary Corporate Bond in 2020 (Bond Code: B81704) | Second Domestic Secured Ordinary Corporate Bond in 2020 (Bond Code: B81705) | |
|---|---|---|---|
| Issue Date | November 27, 2020 | January 13, 2021 | |
| Denomination | NT$1,000,000 | NT$1,000,000 | |
| Location of Issuance and Trading (Note 3) | Republic of China | Republic of China | |
| Offering Price | Issued by denomination | Issued by denomination | |
| Total Amount | NT$500,000,000 | NT$500,000,000 | |
| Interest Rate | Coupon Rate 0.62% | Coupon Rate 0.62% | |
| Tenure | Tenure: 5 years (Maturity: 11/27/2025) | Tenure: 5 years (Maturity: 1/13/2026) | |
| Guarantor | Hua Nan Commercial Bank, Ltd. | Hua Nan Commercial Bank, Ltd. | |
| Trustee | JihSun International Commercial Bank Co., Ltd. | JihSun International Commercial Bank Co., Ltd. | |
| Underwriter | President Securities Corporation | President Securities Corporation | |
| Legal Counsel | Rui Wen Zhang Law Firm Rui Wen Zhang Lawyer | Rui Wen Zhang Law Firm Rui Wen Zhang Lawyer | |
| Auditor | KPMG Taiwan Chung Che Chen Accountants | KPMG Taiwan Chung Che Chen Accountants | |
| Repayment | Repayment of principal at maturity date when is five years from the issuance date of the corporate bond | Repayment of principal at maturity date when is five years from the issuance date of the corporate bond | |
| Outstanding Principal | NT$500 million | NT$500 million | |
| Redemption or Early Repayment Clause | Nil | Nil | |
| Covenants (Note 4) | Nil | Nil | |
| Credit Rating | Nil | Nil | |
| Other Rights of Bondholders | Amount of Converted (Exchange or Subscription) Common Shares, ADRs or Other Securities as of the Publication Date of the Annual Report | Not Applicable | Not Applicable |
| Conversion (Exchange or Subscription) Right | Not Applicable | Not Applicable | |
| Dilution Effect and Other Adverse Effects on Existing Shareholders | Not Applicable | Not Applicable | |
| Custodian | Not Applicable | Not Applicable |
Note 1: The execution circumstances of corporate bonds shall include the descriptions in regard to private placement corporate bonds and public offering corporate bonds that are under processing. The public offering corporate bonds under processing refer to those that have been effective (approved) by the Financial Supervisory Commission (FSC). The private placement corporate bonds under processing refer to those that have been approved by the Board of Directors.
Note 2: The adjustment of the number of the fields is in accordance with actual issuance frequency.
Note 3: Overseas corporate bonds shall fill in the location of issuance and trading.
Note 4: Covenants refer to the restrictions on the distribution of cash dividends or foreign investment or require to maintain a certain proportion assets, etc.
Note 5: The private placement shall be marked in a prominent way.
Note 6: Information on convertible corporate bonds, exchangeable corporate bonds, shelf registration for corporate bond issuance, and corporate bonds with warrants should be disclosed in a tabular format in accordance with the characteristic of bonds.
| Type of Issuance (Note 2) | First Domestic Secured Ordinary Corporate Bond in 2021 (Bond Code: B81706) | Second Domestic Secured Ordinary Corporate Bond in 2021 (Bond Code: B81707) | |
|---|---|---|---|
| Issue Date | June 25, 2021 | October 14, 2021 | |
| Denomination | NT$1,000,000 | NT$1,000,000 | |
| Location of Issuance and Trading (Note 3) | Republic of China | Republic of China | |
| Offering Price | Issued by denomination | Issued by denomination | |
| Total Amount | NT$300,000,000 | NT$300,000,000 | |
| Interest Rate | Coupon Rate 0.57% | Coupon Rate 0.57% | |
| Tenure | Tenure: 5 years (Maturity: 6/25/2026) | Tenure: 5 years (Maturity: 10/14/2026) | |
| Guarantor | Taiwan Cooperative Bank | Agricultural Bank of Taiwan | |
| Trustee | JihSun International Commercial Bank Co., Ltd. | JihSun International Commercial Bank Co., Ltd. | |
| Underwriter | Taiwan Cooperative Securities Co., Ltd. | Taiwan Cooperative Securities Co., Ltd. | |
| Legal Counsel | Rui Wen Zhang Law Firm Rui Wen Zhang Lawyer | Rui Wen Zhang Law Firm Rui Wen Zhang Lawyer | |
| Auditor | KPMG Taiwan Hsin Ting Huang Accountants | KPMG Taiwan Hsin Ting Huang Accountants | |
| Repayment | Repayment of principal at maturity date when is five years from the issuance date of the corporate bond | Repayment of principal at maturity date when is five years from the issuance date of the corporate bond | |
| Outstanding Principal | NT$300 million | NT$300 million | |
| Redemption or Early Repayment Clause | Nil | Nil | |
| Covenants (Note 4) | Nil | Nil | |
| Credit Rating | Nil | Nil | |
| Other Rights of Bondholders | Amount of Converted (Exchange or Subscription) Common Shares, ADRs or Other Securities as of the Publication Date of the Annual Report | Not Applicable | Not Applicable |
| Conversion (Exchange or Subscription) Right | Not Applicable | Not Applicable | |
| Dilution Effect and Other Adverse Effects on Existing Shareholders | Not Applicable | Not Applicable | |
| Custodian | Not Applicable | Not Applicable |
Note 1: The execution circumstances of corporate bonds shall include the descriptions in regard to private placement corporate bonds and public offering corporate bonds that are under processing. The public offering corporate bonds under processing refer to those that have been effective (approved) by the Financial Supervisory Commission (FSC). The private placement corporate bonds under processing refer to those that have been approved by the Board of Directors.
Note 2: The adjustment of the number of the fields is in accordance with actual issuance frequency.
Note 3: Overseas corporate bonds shall fill in the location of issuance and trading.
Note 4: Covenants refer to the restrictions on the distribution of cash dividends or foreign investment or require to maintain a certain proportion of assets, etc.
Note 5: The private placement shall be marked in a prominent way.
Note 6: Information on convertible corporate bonds, exchangeable corporate bonds, shelf registration for corporate bond issuance, and corporate bonds with warrants should be disclosed in a tabular format in accordance with the characteristic of bonds.
| Type of Issuance (Note 2) | First Domestic Secured Ordinary Corporate Bond in 2025 (Bond Code: B81710) | Second Domestic Secured Ordinary Corporate Bond in 2025 (Bond Code: B81711) | |
|---|---|---|---|
| Issue Date | May 29, 2025 | November 26, 2025 | |
| Denomination | NT$1,000,000 | NT$1,000,000 | |
| Location of Issuance and Trading (Note 3) | Republic of China | Republic of China | |
| Offering Price | Issued by denomination | Issued by denomination | |
| Total Amount | NT$500,000,000 | NT$350,000,000 | |
| Interest Rate | Coupon Rate 2.15% | Coupon Rate 1.9% | |
| Tenure | Tenure: 5 years (Maturity: 5/29/2030) | Tenure: 5 years (Maturity: 11/26/2030) | |
| Guarantor | Agricultural Bank of Taiwan | Hua Nan Commercial Bank, Ltd. | |
| Trustee | Land Bank of Taiwan | Taipei Fubon Commercial Bank Co., Ltd. | |
| Underwriter | Taiwan Cooperative Securities Co., Ltd. | President Securities Corporation | |
| Legal Counsel | Century International Law Office Ya Wen Wang Lawyer | Rui Wen Zhang Law Firm Rui Wen Zhang Lawyer | |
| Auditor | KPMG Taiwan Hsin Ting Huang Accountants | KPMG Taiwan Hsin Ting Huang Accountants | |
| Repayment | Repayment of principal at maturity date when is five years from the issuance date of the corporate bond | Repayment of principal at maturity date when is five years from the issuance date of the corporate bond | |
| Outstanding Principal | NT$500 million | NT$350 million | |
| Redemption or Early Repayment Clause | Nil | Nil | |
| Covenants (Note 4) | Nil | Nil | |
| Credit Rating | Nil | Nil | |
| Other Rights of Bondholders | Amount of Converted (Exchange or Subscription) Common Shares, ADRs or Other Securities as of the Publication Date of the Annual Report | Not Applicable | Not Applicable |
| Conversion (Exchange or Subscription) Right | Not Applicable | Not Applicable | |
| Dilution Effect and Other Adverse Effects on Existing Shareholders | Not Applicable | Not Applicable | |
| Custodian | Not Applicable | Not Applicable |
Note 1: The execution circumstances of corporate bonds shall include the descriptions in regard to private placement corporate bonds and public offering corporate bonds that are under processing. The public offering corporate bonds under processing refer to those that have been effective (approved) by the Financial Supervisory Commission (FSC). The private placement corporate bonds under processing refer to those that have been approved by the Board of Directors.
Note 2: The adjustment of the number of the fields is in accordance with actual issuance frequency.
Note 3: Overseas corporate bonds shall fill in the location of issuance and trading.
Note 4: Covenants refer to the restrictions on the distribution of cash dividends or foreign investment or require to maintain a certain proportion of assets, etc.
Note 5: The private placement shall be marked in a prominent way.
Note 6: Information on convertible corporate bonds, exchangeable corporate bonds, shelf registration for corporate bond issuance, and corporate bonds with warrants should be disclosed in a tabular format in accordance with the characteristic of bonds.
Note 4: Covenants refer to the restrictions on the distribution of cash dividends or foreign investment or require to maintain a certain proportion of assets, etc.
Note 5: The private placement shall be marked in a prominent way.
Note 6: Information on convertible corporate bonds, exchangeable corporate bonds, shelf registration for corporate bond issuance, and corporate bonds with warrants should be disclosed in a tabular format in accordance with the characteristic of bonds.
| Type of Issuance (Note 2) | First Domestic Secured Ordinary Corporate Bond in 2025 (Bond Code: B81712) | |
|---|---|---|
| Issue Date | January 12, 2026 | |
| Denomination | NT$1,000,000 | |
| Location of Issuance and Trading (Note 3) | Republic of China | |
| Offering Price | Issued by denomination | |
| Total Amount | NT$250,000,000 | |
| Interest Rate | Coupon Rate 1.88% | |
| Tenure | Tenure: 5 years (Maturity: 1/12/2031) | |
| Guarantor | Hua Nan Commercial Bank, Ltd. | |
| Trustee | Taipei Fubon Commercial Bank Co., Ltd. | |
| Underwriter | President Securities Corporation | |
| Legal Counsel | Handsome Attorneys-at-law Ya Wen Chiu Lawyer | |
| Auditor | KPMG Taiwan Hsin Ting Huang Accountants | |
| Repayment | Repayment of principal at maturity date when is five years from the issuance date of the corporate bond | |
| Outstanding Principal | NT$250 million | |
| Redemption or Early Repayment Clause | Nil | |
| Covenants (Note 4) | Nil | |
| Credit Rating | Nil | |
| Other Rights of Bondholders | Amount of Converted (Exchange or Subscription) Common Shares, ADRs or Other Securities as of the Publication Date of the Annual Report | Not Applicable |
| Conversion (Exchange or Subscription) Right | Not Applicable | |
| Dilution Effect and Other Adverse Effects on Existing Shareholders | Not Applicable | |
| Custodian | Not Applicable |
Note 1: The execution circumstances of corporate bonds shall include the descriptions in regard to private placement corporate bonds and public offering corporate bonds that are under processing. The public offering corporate bonds under processing refer to those that have been effective (approved) by the Financial Supervisory Commission (FSC). The private placement corporate bonds under processing refer to those that have been approved by the Board of Directors.
Note 2: The adjustment of the number of the fields is in accordance with actual issuance frequency.
Note 3: Overseas corporate bonds shall fill in the location of issuance and trading.
Note 4: Covenants refer to the restrictions on the distribution of cash dividends or foreign investment or require to maintain a certain proportion of assets, etc.
Note 5: The private placement shall be marked in a prominent way.
Note 6: Information on convertible corporate bonds, exchangeable corporate bonds, shelf registration for corporate bond issuance, and corporate bonds with warrants should be disclosed in a tabular format in accordance with the characteristic of bonds.
Note 4: Covenants refer to the restrictions on the distribution of cash dividends or foreign investment or require to maintain a certain proportion of assets, etc.
Note 5: The private placement shall be marked in a prominent way.
Note 6: Information on convertible corporate bonds, exchangeable corporate bonds, shelf registration for corporate bond issuance, and corporate bonds with warrants should be disclosed in a tabular format in accordance with the characteristic of bonds.
3.3 Issuance of Preferred Stock: Nil.
3.4 Issuance of Global Depositary Receipts: Nil.
3.5 Issuance of Employee Stock Options: Nil.
3.6 Issuance of Restricted Stock Awards: Nil.
3.7 Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Shares of Other Companies: Nil.
3.8 The Implementation of the Company's Capital Allocation Plans: Nil.
3.9 Execution Status of Capital Allocation Plans:
3.9.1 Conduction of the 1st Domestic Secured Ordinary Corporate Bond in 2025
1. Date and File No. Approved by the Competent Authority:
(1) Date Approved by the Competent Authority: May 28, 2025
(2) File No. Approved by the Competent Authority: Letter with reference to File of Zheng-gui-zhai-zi No. 11400041962
2. Total Amount Required by the Plan: NT$500 million
3. Capital Source: Issuance of the corporate bond in the amount of NT$500 million for a period of five years at an interest rate of 2.15%.
4. Items of Plan and Schedule of Capital Allocation
Unit: NT$ thousand
| Items of Plan | Scheduled Date of Completion | Total Required Amount | Scheduled Capital Allocation Progress |
|---|---|---|---|
| Q2 of 2025 | |||
| To repay loans from financial institutions | Q2 of 2025 | 487,100 | 487,100 |
| To strengthen working capital | Q2 of 2025 | 12,900 | 12,900 |
- Capital Allocation Conditions and Plan Execution Status
Unit: NT$ thousand; %
| Items of Plan | Execution Status | Conditions, Reasons and Corrective Action Plan for Ahead/Behind Schedule | ||
|---|---|---|---|---|
| To repay loans from financial institutions | Allocated Amount | Scheduled | 487,100 | Fully executed as per the scheduled capital progress. |
| Actual | 487,100 | |||
| Execution Schedule (%) | Scheduled | 100.00 | ||
| Actual | 100.00 | |||
| To strengthen working capital | Allocated Amount | Scheduled | 12,900 | Fully executed as per the scheduled capital progress. |
| Actual | 12,900 | |||
| Execution Schedule (%) | Scheduled | 100.00 | ||
| Actual | 100.00 |
3.9.2 Conduction of the 2nd Domestic Secured Ordinary Corporate Bond in 2025
1. Date and File No. Approved by the Competent Authority:
(1) Date Approved by the Competent Authority: November 25, 2025
(2) File No. Approved by the Competent Authority: Letter with reference to File of Zheng-gui-zhai-zi No. 11400101842
2. Total Amount Required by the Plan: NT$350 million
3. Capital Source: Issuance of the corporate bond in the amount of NT$350 million for a period of five years at an interest rate of 1.90%.
-70-
-71-
4. Items of Plan and Schedule of Capital Allocation
Unit: NT$ thousand
| Items of Plan | Scheduled Date of Completion | Total Required Amount | Scheduled Capital Allocation Progress |
|---|---|---|---|
| Q2 of 2025 | |||
| To repay the 1st secured corporate bond in 2020 (Note) | Q4 of 2025 | 500,000 | 500,000 |
5. Capital Allocation Conditions and Plan Execution Status
Unit: NT$ thousand; %
| Item of Plan | Execution Status | Conditions, Reasons and Corrective Action Plan for Ahead/Behind Schedule | ||
|---|---|---|---|---|
| To repay the 1st secured corporate bond in 2020 (Note) | Allocated Amount | Scheduled | 500,000 | Fully executed as per the scheduled capital progress. |
| Actual | 500,000 | |||
| Execution Schedule (%) | Scheduled | 100.00 | ||
| Actual | 100.00 |
(Note) The 1st secured ordinary corporate bond in 2020 totally amounted to NT$500 million, among which NT$150 million will be tentatively covered by the self-owned fund or loans from the financial institutions, and NT$350 million by issuance of the first secured ordinary corporate bond in 2026.
IV. Operational Highlights
4.1 Business Content
4.1.1 Scope of Business
-
Major Businesses
(1) Lease and Sales Service of Residence and Building Development
(2) Real Estate Trading
(3) Real Estate Leasing
(4) All business items that are not prohibited or restricted by law, except those that are subject to special approval. -
Percentage of Sales Revenue (2025): Real estate business is accounted for 99.50% of sales revenue and the others are accounted for 0.5%.
-
Current and Planned-to-Developed Products (Services): The Company has entrusted construction companies to build residential and commercial buildings for sale and lease. In the future, it will continuously manage construction businesses, such as land purchase and construction and building sales, and target six municipalities to conduct case development.
4.1.2 Industry Overview
- Current State and Development of the Industry
The characteristics of real estate are high total price, low liquidity, and relatively slow speed of response to business cycles or policies. In the first half of 2024, the national real estate market was driven by investment issues of the technology industry, along with stimulation of the Preferential Loans for the Youth Policy, so both price and volume increase in the real estate transaction market. However, in the second half, the Central Bank introduced the 7th credit control measure, which resulted in huge restriction of trading capital in the real estate market with decline of the overall trading volume; house price assumed a state of high-level consolidation, and home buyers tended to look for owner-occupied houses.
| Item | Nationwide | Taipei City | New Taipei City | Taoyuan City | Hsinchu County | Taichung City | Tainan City | Kaohsiung City | |
|---|---|---|---|---|---|---|---|---|---|
| Amount of Construction Schemes (Unit: NT$ billion) | Amount | 13,575 | 2,405 | 3,942 | 2,060 | 283 | 2,515 | 1,077 | 1,292 |
| Annual Change Rate | -27.38% | -34.27% | -0.57% | -25.42% | -59.76% | -35.36% | -20.48% | -45.24% | |
| Possible Transaction Price per Ping (Unit: NT$10,000) | Amount | 57.85 | 126.83 | 67.72 | 46.44 | 53.60 | 53.95 | 36.81 | 35.46 |
| Annual Change Rate | 6.51% | 7.47% | 4.21% | 7.33% | 8.13% | 9.70% | 2.33% | 3.39% |
Data Source: The information compiled by the Company is original from the quarterly reports of Cathay Pacific Real Estate Index in 2025, from first to fourth quarters.
Looking forward to 2026, it is expected that export orders of our 3C products will continue to grow to further maintain economic growth momentum. Growth of domestic overall economic growth is beneficial to development of the real estate market. However, at the current stage, the real estate market is affected by many disadvantageous factors such as
the central bank’s strict control of real estate capital, rising price of raw construction materials, soaring costs of earthwork and waste disposal, etc. In consequence, housing price remains high, while the trading volume and project volume continues to decline. At the current stage, construction companies are encountered with unprecedented challenges. The Company is continuously cautious in the economic boom of real estate market in the coming year, does the best to find good locations for construction sites, and launches each project with good quality and reasonable prices for those who have substantial demand in regard to first purchase or exchange of real estate.
- Correlation among upstream, midstream, and downstream of the industry
The upstream of the real estate market is consist of the supplier of land and construction materials. The lands are not only provided through the sales of landlord or the release of joint construction, but also through particular tendering and development procedures of public lands, and through the procedural agreement of urban renewal and reconstruction of urban unsafe and old buildings. In regard to construction materials, major materials, such as sand, gravel, and steel, may fluctuate in price because of the price increase of raw materials and freight rates or insufficient capacity. With the advance of science and technology, the other environment-friendly construction materials have also gradually increased in the proportion of usage in recent years.
The midstream of the real estate market is formed by construction companies and contractors. The construction company is in charge of the integration of lands, the purchase of lands and the collection of construction capitals, the selection and supervision of contractors, the planning and implementation of house sales strategies, and subsequent after-sales service to buyers, etc. The contractor is in charge of the completion of field operation of the house in accordance with the contract, and the quality assurance of workmanship and the fulfillment of owners' various requirements.
The downstream of the real estate market is mainly made up by sales agencies, transaction broker or their advertising media, and property management companies, in charge of the management of handover property.
- Product Development and Market Competition
Along with the comprehension of laws and regulations of real estate transactions and the limitation of land resources, it is increasingly hard to get high-quality lands. Different from the past when the construction industry usually handled the projects by the way of land purchase or joint construction with the landlords, future land development will be implemented towards a diversified approach, such as outsourcing construction, joint development, establishment of superficies, participation in the plans of urban renewal and reconstruction of urban unsafe and old buildings, etc. Furthermore, as the changes in the economic and industrial structure, consumers' demand for real estate is no longer limited to residential requirements. The residential quality assurance, the product planning, and the space utilization design have become consumers' important considerations of house selection. Moreover, quality assurance of workmanship and construction is the key for establishing a long-term reputation. Therefore, the brand image and customer satisfaction of construction companies are important indicators for measuring the competitiveness of a
-73-
company. Since the construction products of the Company are planned and designed with professionalism, through quality assurance of workmanship and construction and rigorous management, we make every effort to achieve a word of mouth image with high quality and service excellence for targeting specific market segmentation and having the launched products extremely competitive in the industry.
4.1.3 Technology and R&D Overview
- Business Research and Development: The Company truly gives close attention to the information of land and building market, and regularly deliberates and analyzes it for the reference of product positioning and marketing strategies in order to reach the target of high sale rate.
- Planning and Design: For improving product competitiveness and corresponding to the increasingly innovative market demands, domestic well-known architects and designers are recruited by the Company for planning and design and planning for the best quality products are act in concert with regional characteristics of the project.
- Construction Management: For different types of construction sites, the most suitable construction methods and project management are developed; For ensuring the safety of the construction site, we rigorously manage for the quality of workmanship and construction and make every effort to manage the construction progress and control the costs.
4.1.4 Short-Term and Long-Term Business Development Plans
- Short-Term Business Development Plans
(1) 2026 Existing Home Sales Projects : We & Win Tian-Mu project in Shilin Dist., Taipei City, We & Win Da-Shi project in Sanchong Dist., New Taipei City
(2) 2026 Pre-sold House Projects : We & Win Intelligent Technology Commercial Building and We & Win He-Xu in Beitou Dist., Taipei City, and We & Win Guang Yu project in Zhongli Dist., Taoyuan City.
(3) 2026 Construction Projects : There are 7 projects, including Taipower Renai Road Case in Zhongzheng Dist., Taipei City $\cdot$ We & Win Intelligent Technology Commercial Building and We & Win He-Xu in Beitou Dist., Taipei City, We & Win Ju Chuan project in Sanchong Dist., New Taipei City $\cdot$ We & Win Yuan-Lang in Xindian Dist., New Taipei City $\cdot$ We & Win Guang Yu project in Zhongli Dist., Taoyuan City and Kaohsiung City Lingya Dist., Siwei case.
- Long-Term Business Development Plans
For land development, the Company carefully chooses readjustment areas in Taiwan's six special municipalities which possess good geographic conditions such as near stations, mass rapid transit (MRT) stations, green fields, and excellent school districts, and having plenty of good amenities. Furthermore, for the projects of joint construction, urban renewal and reconstruction of urban unsafe and old buildings, we will communicate and coordinate with landlords continuously and enthusiastically for creating a win-win situation.
The product planning is executed in accordance with customer-oriented and market-oriented approaches for increasing added value that help the Company to have stable growth continuously and create maximum profits for shareholders.
-74-
-75-
4.2 Market and Production and Sales Overview
4.2.1 Market Analysis
- Sales (Provided) Regions of Major Products (Services)
(1) Major Products (Services): Real Estate Sales
(2) Main Sales Regions: Taipei City, New Taipei City, and Taoyuan City are the main sales focus at this moment and the major sales targets are domestic individuals and juridical persons.
- Market Share and the Supply, Demand, and Growth of Future Market
(1) Market Share
It is the characteristics of the industry, in which a very large number of projects are launched in the domestic housing market and plenty of construction companies get involved in sales every year, therefore the market share of each construction company is not high. The Company received the building use permit of We & Win Da-Shi project in 2025; house handover for the said project started in 2025.
The market share of the above cases is listed as follows
| Region | Market Share | Representative Case |
|---|---|---|
| New Taipei City | 2.85% | We & Win Da-Shi |
(Note): The calculation of market share is in accordance with the total floor area of the Company's building use permit for this project in proportion of the total floor area of the building use permits for the area announced by Construction and Planning Agency, Ministry of the Interior.
(2) Supply, Demand, and Growth of Future Market
Generally speaking, the overall real estate market price is expected to be leveled off with shrunk trading volume in the short term. When a real estate product in the convenient transportation area of Taipei City and New Taipei City, has a low total price or a price that is significantly lower than the market quotation, the market demand from those who want to preserve asset value through real estate investment or the rigid demand of first purchase of real estate are still there. Strategywise, construction companies must proactively create future market demand through offering rather flat prices in comparison with the neighboring projects, high ratio of floor efficiency utilization, high ratio of green coverage, or low ratio of public area.
- Competitive Niche
The Company emphasizes stable and sound operation and has the financial structure, product positioning, and production process under the rigorous supervision and control of internal audit procedures and regulations, which are for improving operating outcome, receiving the acknowledgement and affirmation from investors and customers, and increasing the competitiveness of the Company.
- Favorable and Unfavorable Factors of Development Prospects and Response Strategies
(1) Favorable Factors of Development Prospects
- Overseas capital returning, increasing domestic investment and employment opportunities.
- Different kinds of infrastructure eagerly promoted by the government
- With relative value preservation effect, purchasing real estate can offset inflation influence.
(2) Unfavorable Factors of Development Prospects
- The increased price offers of all kinds of raw materials coupled with the critical shortage of construction workers
- The increased land development costs coupled with the limitation of land resources, makes lands with good quality are getting harder to be obtained.
- The government heightens property tax of real estate and transaction tax, and strictly controls housing loan ratio and criteria.
- The government makes the credit control measures more serious and tightens up the credit lines of real estate from financial institutions.
- Rising interest rates increase borrowing costs, affecting people's willingness to purchase houses.
(3) Response Strategies
- Rigorously manage the scale of each project and the scope of all projects
- Enhance the brand value of the Company and emphasize the importance of product planning, design, and after-sales service
- Improve internal control mechanism for decreasing operating costs
- Cautiously choose the project location, value construction quality, and utilize small volume but high quality as the project strategy
- Speed up the stock clearance of real estate inventory and do not hoard the inventory of property for sale.
4.2.2 Important Applications of Major Products and Production process
- Important Applications of Major Products
The major products of the Company are the construction of high-grade residences, houses, apartments, and buildings, for the utilization of homes, shops, and offices. The construction of commercial (factory) buildings is another project that the Company has got involved and the domestic market is the Company's focus.
- Production process
Transactions of Existing Home:
Land development → Acquisition of lands → Entrust the architect for planning and design → Application for construction permit → Entrust construction contractors to build → Project completion → Application for building use permit → Sales planning → Handover → After-sales service.
Transactions of Pre-Sold House:
Land development → Acquisition of lands → Entrust the architect for planning and design → Application for construction permit → Sales planning → Entrust construction contractors to build → Project completion → Application for building use permit → Handover → After-sales service.
4.2.3 Supply of Major Raw Materials
- Source of Land Acquisition:
-76-
Other than acquisition of lands through independent development or joint construction, the brokers have also introduced appropriate lands to the Company. The status of land development in recent years is described as follows:
(1) In September, 2021, the Company acquired lands in Science and Technology Section, Annan District of Tainan from non-related parties. The site area of these lands is approximately 5,204.73 pins and the project is under processing.
(2) In September, 2021, the Company acquired a land in Huatai Section, Fengshan District of Kaohsiung from non-related parties. The construction site covers an area of approximately 1,000 pins. The project is under processing.
(3) In March, 2022, the Company signed the real estate sales contract in Yuan-Bei Section, Annan District of Tainan from non-related parties. The site area of these lands is approximately 5,204.73 pins and the project is under processing.
(4) In March, 2022, the Company signed a joint construction contract with non-related parties for the lands in Renxin Section, Sanchong District, New Taipei City. The construction site covers an area of approximately 563.75 pings. This case has received construction permit.
(5) In August, 2022, the Company signed a joint construction contract with non-related parties for the lands in Xinzhoumei Section, Beitou District, Taipei City. The construction site covers an area of approximately 343.85 pings. This case has received construction permit.
(6) In October, 2023, the Company signed a joint construction contract with non-related parties for the lands in Zhixing Section, Wanhua District, Taipei City. The construction site covers an area of approximately 354.83 pings and the project is under planning.
(7) In January, 2024, the Company signed a joint construction contract with non-related parties for the lands in the second Subsection, Taishan Section, Taishan District, New Taipei City. The construction site covers an area of approximately 1615.96 pings and the project is under planning.
(8) In November, 2024, the Company signed a joint construction contract with non-related parties for the lands in the Wuguwang Sub-section 1, Sanchong District, New Taipei City. The construction site covers an area of approximately 616.34 pings and the project is under planning.
(9) In May 2025, the Company was elected as the best applicant of “public tender for selecting the implementing agency for the urban renewal project of the land located at Changmei Sub-section, Taoyuan Section, Taoyuan Dist., Taoyuan City” by the Taoyuan City Government; the building base area was 1,535.27 Pings, and this project was under planning.
(10) In November 2025, the Company signed a joint construction contract with the non-related party in terms of the land located at Yushi Section, Wugu Dist., New Taipei City; the building base area was 3,176.09 Pings, and this project was under planning.
- Construction Project
All the Company’s construction projects are outsourced to professional construction contractors and well managed through the supervision system that rigorously demands the quality assurance of construction.
-77-
4.2.4 The Name, Purchase (Sales) Amount, and Ratio of the Customers Accounted for over 10% of the Total Purchase (Sales) in One of the Most Recent Two Years, and the Reasons for the Changes in Purchase (Sales):
- Major Suppliers in the Most Recent Two Years
Unit: New Taiwan Dollars in Thousands
| 2024 | 2025 | As of First Quarter of 2026 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | Company Name | Amount | Percentage of Annual Net Purchases (%) | Relation with Issuer | Company Name | Amount | Percentage of Annual Net Purchases (%) | Relation with Issuer | Company Name | Amount | Percentage of Net Purchases in the Current Year as of the Previous Quarter (%) | Relation with Issuer |
| 1 | Construction Payment—Tianhan Construction Co., Ltd. | 624,099 | 26% | Nil | Construction Payment—Tianhan Construction Co., Ltd. | 646,877 | 26% | Nil | Construction Payment—Yunz an Construction Co., Ltd. | 145,266 | 26% | Nil |
| 2 | Construction Payment—Jin Cang Construction Co., Ltd. | 451,350 | 18% | Nil | Construction Payment—Jin Cang Construction Co., Ltd. | 434,368 | 18% | Nil | Construction Payment—Jin Cang Construction Co., Ltd. | 109,204 | 20% | Nil |
| 3 | Construction Payment—Yun zan Construction Co., Ltd. | 315,801 | 13% | (Note 3) | Construction Payment—Yun zan Construction Co., Ltd. | 383,451 | 16% | (Note 3) | Construction Payment—Tianhan Construction Co., Ltd. | 103,000 | 18% | (Note 3) |
| 4 | Construction Payment—Chen g De Construction Co., Ltd | 225,448 | 9% | Nil | Construction Payment—Ch un Yuan Steel Industry Co., Ltd. | 256,545 | 10% | Nil | Construction Payment—Chu n Yuan Steel Industry Co., Ltd. | 96,892 | 17% | Nil |
| 5 | Others | 831,259 | 34% | Nil | Others | 751,558 | 30% | Nil | Others | 104,091 | 19% | Nil |
| Net Purchases | 2,447,957 | 100% | Net Purchases | 2,472,799 | 100% | Net Purchases | 558,453 | 100% |
Note 1: Indicate the names and purchase amounts and proportions of suppliers with more than 10% of the total purchases in the most recent two years. However, if the name of the supplier cannot be disclosed due to the contractual agreement or the party of the transaction is an individual who is not a related party, it can be coded.
Note 2: Companies that are listed or whose stocks have been traded in the business office of a securities company, the most recent financial information which has been audited or reviewed by the accountant, prior to the publication date of the annual report, should be disclosed.
Note 3: Yun Zan Construction Co., Ltd. is the Company's reinvested company, accounted for under the equity method.
-79-
2. Major Customers in the Most Recent Two Years
Unit: New Taiwan Dollars in Thousands
| 2024 | 2025 | As of First Quarter of 2026 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Percentage of Total Annual Net Sales (%) | Relation with Issuer | Name | Amount | Percentage of Total Annual Net Sales (%) | Relation with Issuer | Name | Amount | Percentage of Net sales of the Current Year to the Previous Quarter (%) | Relation with Issuer |
| 1 | Others | 2,213,711 | 100.00 | Nil | Others | 1,255,647 | 100.00 | Nil | Others | 1,212,617 | 100.00 | Nil |
| 2 | ||||||||||||
| Net Sales | 2,213,711 | 100.00 | Net Sales | 1,255,647 | 100.00 | Net Sales | 1,212,617 | 100.00 |
Note 1: Indicate the names and sales amounts and proportions of customers with more than 10% of the total sales in the most recent two years. However, if the name of the customer cannot be disclosed due to the contractual agreement or the party of the transaction is an individual who is not a related party, it can be coded.
Note 2: Companies that are listed or whose stocks have been traded in the business office of a securities company, the most recent financial information which has been audited or reviewed by the accountant, prior to the publication date of the annual report, should be disclosed.
4.3 Employee
Employee Information in the Most Recent Two Years and as the Publication Date of the Annual Report
| Year | 2024 | 2025 | As of March 31, 2026 (Note) | |
|---|---|---|---|---|
| Number of Employee | Staff | 35 | 35 | 33 |
| Contract Employee | 0 | 0 | 0 | |
| Total | 35 | 35 | 33 | |
| Average Age | 45.23 | 45.07 | 45.25 | |
| Average Years of Service | 7.84 | 8.68 | 9.25 | |
| Academy Ratio | Ph.D. | 0% | 0% | 0% |
| Masters | 20% | 17% | 15% | |
| Bachelor’s Degree | 77% | 80% | 82% | |
| Senior High School | 3% | 3% | 3% | |
| Below Senior High | 0% | 0% | 0% |
Note: Shall fill in the employee Information in current year and as the publication date of the annual report. The aforementioned employee quantity does not include the chairman who is concurrently serving as the employee.
4.4 Information on Environmental Expenditure
4.4.1 Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid) and total amount of penalties: Losses suffered by the company due to environmental pollution incidents (including any compensation paid) and total amount of penalties: Because all the Company's construction projects are outsourced and the outsourcing contract has definitely indicated that any violations against relevant environmental laws and regulations during the contract period will be the responsibilities of the outsourcing contractors, so no compensation
or penalties due to environmental pollution incidents needed to be paid by the Company.
4.4.2 Future adaptive strategies (including corrective measures) and possible expenditures: At present, there were no violations against environmental laws and regulations committed by the Company, so no compensation or significant expenditures needed to be paid for environmental pollution incidents.
4.5 Labor Relations
4.5.1 The Company's employee welfare policies, continuing education, training, retirement system and implementation status, and the agreement between employees and employers and the maintenance measures of employee rights and interests
- Employee Welfare Policies and Implementation Status
The Employee Welfare Committee has been set up by the Company and various employee benefits were provided to staff such as labor and health insurance, group insurance, holiday bonus for three festivals (including Dragon Boat Festival, Mid-Autumn Festival and Chinese Lunar New Year), regular free health examination, and domestic and overseas corporate retreats.
- Employee Continuing Education, Training, and Implementation Status
Because of operational needs, employees of all units can attend those continuing education and training courses approved by the heads of all units for achieving the purposes of talent cultivation and enhancement of professional competence. The relevant continuing education and training expenses shall be supported by the Company's budget.
(1) In accordance with the regulations of the competent authority, the accounting supervisor of the Company has attended external continuing education and training courses, and the training duration (hours) in 2025 are described in aforementioned section 2.3.3, in which the status of managerial officers' continuing education and training courses are described in corporate governance report.
(2) Furthermore, the Company's internal auditors and their deputy have attended external continuing education and training courses in accordance with the regulations of the competent authority, the training duration (hours) in 2025 are described as follows:
| Date | Host by | Training/Speech Title | Duration (Hour) |
|---|---|---|---|
| May 9, 2025 | The Institute of Internal Auditors-Chinese Taiwan | Analysis of Sustainability Report and Audit Practices of Sustainable Information | 6 |
| September 1, 2025 | It is essential to know the key considerations and impacts of IFRS S1/S2 on internal control and internal audit. | 6 | |
| January 14, 2025~January 16, 2025 | Pre-employment training workshop for newly appointed internal auditors in enterprises | 18 |
(3) The duration (hours) of external training of the Company's employees in 2024, which is not regulated by the competent authority, is described as follows:
| Date | Training/Speech Title | Duration (Hour) |
|---|---|---|
| January 17, 2025 | Seminar on ESG Initiation Meetings and Stakeholders | 3 |
| February 13, 2025~ February 14, 2025 | Topic Symposium on Yuanta Securities Stock Affairs | 3 |
| April 15, 2025 | 2025 Bond Market Promotional Seminar | 3 |
| May 22, 2025 | Greenhouse Gas Inventory Initiation Meeting | 3 |
| August 19, 2025 | 2025 Cathay Green Leasing Sharing Workshop | 2 |
| September 19, 2025 | Differences and Similarity between Right Transformation and Agreed Reconstruction, Confronted Problems and Response to Urban Renewal | 3 |
3. Retirement System and Implementation Status
For those who choose defined benefit plan of the Company's employee retirement system, the Company allocates a monthly labor retirement reserve fund on the basis of $2\%$ of the total salary and wage and deposits in a special account in Bank of Taiwan in accordance with the provisions of Labor Standards Act. For those who choose defined contribution plan of the Company's employee retirement system, the Company allocates the amount on the basis of $6\%$ withholding rate of employees' monthly salary and wage, which will be transferred to Bureau of Labor Insurance, Ministry of Labor, and treated as the current expenses.
- The Agreement between Employees and the Company and the Maintenance Measures of Employee Rights and Interests
The Company values the rights and interests of employees and therefore stipulated "Service Regulations of Employee" to explicitly regulate the rights and obligations of both employee and employer, and established a "Management and Labor Council" in March 2017, which is consisted of the same quantity of representatives from both employee and the management team and irregularly raised a meeting every quarter for keeping the smooth of the communication and coordination channel between employee and the management team.
4.5.2 Losses Incurred from Labor Disputes, Estimated Losses, and Response Measures and Costs for Likely Current and Future Disputes: Nil.
4.5.3 Protection Measures of Working Environment and Employee Personal Safety:
The Company's workplace is located in the commercial building which was designed in compliance with building act, fire service act, and regulations of commercial purposes zoning and managed by building management committee in regard to cleaning, access control, and security check, in which the access control facilities are installed for safety assurance of the people's in and out.
The Company's construction site requires the outsourcing contractors to abide by "Occupational Safety and Health Act", "Occupational Safety and Health Facility Standards", and other industrial safety regulations for preparing various site safety and health measures in advance and take the people's safety as the highest priority. Also, before the commencement
of works, the outsourcing contractors shall apply for "Comprehensive Loss Insurance of Construction Engineering", "Third Party Liability Insurance of Construction Engineering Accident", and "Accident Insurance of Employer Liability" for reducing accidental losses of the construction site.
4.6 Information and Communication Security Management:
4.6.1 Information and Communication Security Risk Management Structure, Information and Communication Security Policy, specific management plan, and Information and Input Resources of Communication Security must be stated:
-
Information and Communication Security Risk Management Structure
Administration Department of the Company is the executive unit of Information Safety Management and supervise various information outsourcing or procurement operations.
Internal Audit Department of the Company is the audit unit of information security control. It is responsible for regularly track the implementation of information security management operations and report to the board of directors, and track deficiencies and improvement results to reduce internal information security risks. -
Information and Communication Security Policy
The Company has Information Security Management Policy Regulations to carry out Information Security Execution and promoting Information Security Policy to ensure compliance with the Information and Communication Security Policy. -
Specific Management Plan and Input Resources of Information and Communication Security
(1) The Company's computer hosts, various application servers and other equipment are set in a dedicated computer room, and monitoring equipment is set up to control the entry and exit of the staff.
(2) Regularly check whether the server and user backups are properly backed up every month, and conduct server and user equipment storage device testing.
(3) The computer room host is equipped with uninterruptible power supply and voltage stabilizing equipment to avoid accidental momentary power failure caused by Taipower, and ensure that the operation of the computer application system will not be interrupted during a temporary power failure.
(4) Promotion to information security examples such as regularly changing system passwords and avoiding opening computer virus emails.
4.6.2 List the losses, possible impacts and countermeasures caused by major information security incidents in the most recent year and up to the date of publication of the annual report. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated: None.
-82-
4.7 Important Contracts
| Agreement | Counterparty | Period | Major Contents | Restriction |
|---|---|---|---|---|
| Office Lease Contract | Cathay Life Insurance Co., Ltd. | 2022.01.01 to 2026.12.31 | 1.Lease object: 36th Floor, No. 68, Section 5, Zhong Xiao East Road, Xin Yi District, Taipei City.2.Lease period: 2022.01.01~2026.12.31 | Nil |
| Appointment Contract | Lian Li Construction Co., Ltd. | From 2019.01.08 to when all appointed matters are completed | 1.Appointment object: the land number 3186 and a number of high-grade residential buildings expected to be built on the land located in a small part of Lin De Guan section, Ling Ya District, Kaohsiung City2.Appointment matters: provide management on construction cases and other related matters. | Nil |
| Construction Contract | Yunzan Construction Co., Ltd. | From 2025.11.10 to the maturity date of terms of construction warranty that complies with the contract | 1. Construction Project Location: the land located in Xinzhoumei Section, Beitou District, Taipei City, for building high-grade residential buildings2. Project Scope: Responsible for the field operation and warranty of the new construction project, including building structure and decoration works. | Nil |
| Construction Contract | Cheng De Construction Co., Ltd | From 2024.10.28 to the maturity date of terms of construction warranty that complies with the contract | 1. Construction Project Location: the land located in Renxin Section in Sanchong District, New Taipei City, for building high-grade residential buildings2. Project Scope: Responsible for the field operation and warranty of the new construction project, including building structure and decoration works. | Nil |
| Construction Contract | Jin Cang Construction Co., Ltd. | From 2024.05.15 to the maturity date of terms of construction warranty that complies with the contract | 1.Construction Project Location: the land located in Xinzhoumei Section, Beitou District, Taipei City, for building high-grade residential buildings2. Project Scope: Responsible for the field operation and warranty of the new construction project, including building structure and decoration works. | Nil |
| Construction Contract | Chun Yuan Steel Industry Co., Ltd. | From 2024.07.11 to the maturity date of terms of construction warranty that complies with the contract | 1. Construction Project Location: the land located in Sixin Section, Xindian District, New Taipei City, for building high-grade residential buildings.2. Project Scope: responsible for steel engineering construction, maintenance, etc. for this new construction project. | Nil |
| Construction Contract | Yunzan Construction Co., Ltd. | From 2024.04.01 to the maturity date of terms of construction warranty that complies with the contract | 1. Construction Project Location: the land located in Sixin Section, Xindian District, New Taipei City, for building high-grade residential buildings.2. Project Scope: responsible for materials transaction, construction and maintenance of out-fit, landscape, and mechanical & electrical engineering, etc. for this construction project. | Nil |
| Construction Contract | Yunzan Construction Co., Ltd. | From 2024.02.01 to the maturity date of terms of construction warranty that complies with the contract | 1. Construction Project Location: the land located in Sixin Section, Xindian District, New Taipei City, for building high-grade residential buildings.2. Project Scope: Responsible for the field operation and warranty of the new construction project, including building structure works. | Nil |
| Construction Contract | Meili Construction Co., Ltd. | From 2023.12.28 to the maturity | 1. Construction Project Location: the land located in Lin De Guan section, Ling Ya District, Kaohsiung | Nil |
| Agreement | Counterparty | Period | Major Contents | Restriction |
|---|---|---|---|---|
| date of terms of construction warranty that complies with the contract | City, for building high-grade residential buildings2.Project Scope: Take charge of construction, and warranty, etc. of the basement diaphragm wall engineering in this new construction project. | |||
| Construction Contract | Tian Han Construction Co., Ltd. | From 2023.11.28 to the maturity date of terms of construction warranty that complies with the contract | 1. Construction Project Location: the land located in Qing-Sheng Section in Zhongli District, Taoyuan City, for building high-grade residential buildings2. Project Scope: Responsible for the field operation and warranty of the new construction project, including building structure and decoration works. | Nil |
| Construction Contract | Cheng De Construction Co., Ltd | From 2023.03.27 to the maturity date of terms of construction warranty that complies with the contract | 1. Construction Project Location: the land located in Sixin Section, Xindian District, New Taipei City, for building high-grade residential buildings2. Project Scope: Take charge of construction and warranty, etc. of engineering at the stage of the basement diaphragm wall and the underground floor excavation. | Nil |
| Construction Contract | Jin Cang Construction Co., Ltd. | From 2023.02.17 to the maturity date of terms of construction warranty that complies with the contract | 1. Construction Project Location: the land located in Linyi Section, Zhongzheng District, Taipei City, for building high-grade commercial buildings2. Project Scope: Responsible for the field operation and warranty of the new construction project, including building structure and decoration works. | Nil |
| Construction Contract | Tian Han Construction Co., Ltd. | From 2021.02.01 to the maturity date of terms of construction warranty that complies with the contract | 1. Construction Project Location: the land located in Sanchong Section in Sanchong District, New Taipei City, for building high-grade residential buildings2. Project Scope: Responsible for the field operation and warranty of the new construction project, including building structure and decoration works. | Nil |
| Commissioned Implementation Contract | Taoyuan City Government | From 2025.06 to the date of completion of execution of this project of urban renewal business plan and right conversion plan | Public tender for selection and implementation agency for the urban renewal project of the land located at Changmei Sub-section, Taoyuan District, Taoyuan City" by the Taoyuan City Government | Nil |
| Joint Construction Contract | Yonsen Chemical Plant Co., Ltd. | From 2025.09 to the date of final acceptance of construction and house handover warranty that complies with the contract | Yonsen Chemical Plant Co., Ltd. provides the land in Yushi Section and Luguang Section, Wugu Dist., New Taipei City, while the Company provides fund to enter into collaboration for constructing high-end industrial office building. | Nil |
| Joint Construction Contract | China Man-Made Fiber Corporation | From 2024.11 to the date of final acceptance of construction and house handover | China Man-Made Fiber Corporation provides the land in Wuguwang Sub-section 1, Sanchong District, New Taipei City in which the Company provided capitals for join construction of high-grade residential buildings. | Nil |
| Joint Construction Contract | China Man-Made Fiber Corporation | from 2024.03 to the date of final acceptance of construction and house handover | China Man-Made Fiber Corporation provides the land in Wuguwang Sub-section 1, Sanchong District, New Taipei City in which the Company provided capitals for join construction of high-grade residential buildings. | Nil |
| Agreement | Counterparty | Period | Major Contents | Restriction |
|---|---|---|---|---|
| Joint Construction Contract | 7 people, including Mr. Li and the others | From 2024.01 to the date of final acceptance of construction and house handover | 7 people, including Mr. Li and the others, provided the land in Taishan Section, Taishan District, New Taipei City, in which the Company provided capitals for join construction of high-grade residential buildings. | Nil |
| Joint Construction Contract | China Man-Made Fiber Corporation | From 2023.10 to the date of final acceptance of construction and house handover | China Man-Made Fiber Corporation provides the land in Zhixing Section, Wanhua District, Taipei City. in which the Company provided capitals for join construction of high-grade residential buildings. | Nil |
| Joint Construction Contract | 4 people, including Mr. Ho and the others | From 2022.08 to the date of final acceptance of construction and house handover | 4 people, including Mr. Ho and the others, provided the land in Xinzhoumei Section, Beitou District, Taipei City, in which the Company provided capitals for join construction of high-grade commercial buildings. | Nil |
| Joint Construction Contract | 18 people, including Mr. Ye and the others | From 2022.03 to the date of final acceptance of construction and house handover | 18 people, including Mr. Ye and the others, provided the land in Renxin Section, Sanchong District, New Taipei City, in which the Company provided capitals for join construction of high-grade commercial buildings. | Nil |
| Joint Construction Contract | 7 people, including Mr. Lin and the others | From 2020.10 to the date of final acceptance of construction and house handover | 7 people, including Mr. Lin and the others, provided the land in Xinzhoumei Section, Beitou District, Taipei City, in which the Company provided capitals for join construction of high-grade commercial buildings. | Nil |
| Joint Construction Contract | Taiwan Power Co., Ltd | From 2020.08 to the maturity date of terms of construction warranty that complies with the contract | Taiwan Power Co., Ltd provides the land in Linyi Section, Zhongzheng District, Taipei City. in which the Company provided capitals for join construction of high-grade commercial buildings. | Nil |
| Joint Construction Contract | 11 people, including Mr. Li and the others | From 2018.09 to the date of final acceptance of construction and house handover | 11 people, including Mr. Li and the others, provided the land in Sixin Section, Xindian District, New Taipei City, in which the Company provided capitals for join construction of high-grade residential buildings. | Nil |
| Joint Construction Contract | 15 people, including Mr. Ye and the others | From 2015.08 to the date of final acceptance of construction and house handover | 15 people, including Mr. Ye and the others, provided the land in Sanchong Section, Sanchong District, New Taipei City, in which the Company provided capitals for join construction of high-grade residential buildings. | Nil |
| Joint Construction Contract | 2 people, including Mr. Shen and the others | From 2014.07 to the date of final acceptance of construction and house handover | 2 people, including Mr. Shen and the others, provided the land in Qingsheng Section of Zhongli District, Taoyuan City, in which the Company provided capitals for join construction of high-grade residential buildings. | Nil |
| Joint Construction Contract | 8 people, including Mr. Lu and the others | From 2013.07 to the date of final acceptance of construction and house handover | 8 people, including Mr. Lu and the others, provided the land in Qingsheng Section of Zhongli District, Taoyuan City, in which the Company provided capitals for join construction of high-grade residential buildings. | Nil |
| Sale Contract | Shu Mien Yang | From 2025.12.10 to completion of | The Company sold the building and land located at Xiande Section, Qianzhen Dist., Kaohsiung City. | Nil |
| construction contract | ||||
| Sale Contract | Shu Mien Yang | from 2025.12.10 to completion of construction contract | the Company sold the building and land located at Xiande Section, Qianzhen Dist., Kaohsiung City. | Nil |
| Agreement | Counterparty | Period | Major Contents | Restriction |
|---|---|---|---|---|
| property rights transfer | ||||
| Loan Contract | Land Bank of Taiwan | 2022.11~2027.11 | Land Financing | Nil |
| Loan Contract | Land Bank of Taiwan | 2024.06~2028.06 | Construction Financing | Nil |
| Loan Contract | Land Bank of Taiwan | 2025.05~2027.05 | Land Financing | Nil |
| Loan Contract | Land Bank of Taiwan | 2025.05~2027.05 | Construction Financing | Nil |
| Loan Contract | Land Bank of Taiwan | 2021.04~2028.04 | Mid-Term Non-Secured Loans | Nil |
| Loan Contract | Land Bank of Taiwan | 2023.09~2028.09 | Construction Financing | Nil |
| Loan Contract | Land Bank of Taiwan | 2018.04~2026.04 | Land Financing | Nil |
| Loan Contract | Land Bank of Taiwan | 2021.07~2026.07 | Construction Financing | Nil |
| Loan Contract | Land Bank of Taiwan | 2022.01~2027.01 | Construction Financing | Nil |
| Loan Contract | Land Bank of Taiwan | 2022.01~2027.01 | Construction Financing | Nil |
| Loan Contract | Land Bank of Taiwan | 2024.06~2029.06 | Mid-Term Non-Secured Loans | Nil |
| Loan Contract | Hua Nan Commercial Bank | 2023.04~2028.04 | Land Financing | Nil |
| Loan Contract | Hua Nan Commercial Bank | 2023.06~2028.04 | Mid-Term Secured Loans | Nil |
| Loan Contract | Hua Nan Commercial Bank | 2024.11~2028.04 | Construction Financing | Nil |
| Loan Contract | Hua Nan Commercial Bank | 2024.08~2026.08 | Land Financing | Nil |
| Loan Contract | Hua Nan Commercial Bank | 2025.11~2026.11 | Limit of Short-term Revolving Fund | Nil |
| Loan Contract | Taching Bills Finance Corporation | 2025.09~2026.09 | Short-Term Secured Loans | Nil |
| Agreement | Counterparty | Period | Major Contents | Restriction |
|---|---|---|---|---|
| Loan Contract | Taching Bills Finance Corporation | 2025.09~2026.09 | Short-Term Secured Loans | Nil |
| Loan Contract | Yuanta Commercial Bank | 2022.01~2029.01 | Land Financing | Nil |
| Loan Contract | Mega Bills Finance Co., Ltd | 2025.10~2026.10 | Mid-Term Secured Loans | Nil |
| Loan Contract | Bank SinoPac Company Limited | 2021.01~2026.01 | Land Financing | Nil |
| Loan Contract | Hwatai Bank | 2025.03~2026.03 | Land Financing | Nil |
| Loan Contract | Hwatai Bank | 2025.08~2026.08 | Short-Term Secured Loans | Nil |
| Loan Contract | DBS Bank | 2025.04~2026.03 | Land Financing | Nil |
| Loan Contract | Farglory Life Insurance Co., Ltd. | 2023.01~2026.01 | Land Financing | Nil |
| Appointment Guarantee Contract | Taiwan Cooperative Bank | 2021.11~2026.11 | Appointment Guarantee Contract of Ordinary Corporate Bonds | Nil |
| Appointment Guarantee Contract | Taiwan Cooperative Bank | 2021.06~2026.06 | Appointment Guarantee Contract of Ordinary Corporate Bonds | Nil |
| Appointment Guarantee Contract | Agricultural Bank of Taiwan | 2021.11~2026.11 | Appointment Guarantee Contract of Ordinary Corporate Bonds | Nil |
| Appointment Guarantee Contract | Agricultural Bank of Taiwan | 2021.10~2026.10 | Appointment Guarantee Contract of Ordinary Corporate Bonds | Nil |
| Appointment Guarantee Contract | Agricultural Bank of Taiwan | 2025.05~2030.05 | Appointment Guarantee Contract of Ordinary Corporate Bonds | Nil |
| Appointment Guarantee Contract | Hua Nan Commercial Bank, Ltd. | 2025.11~2030.11 | Appointment Guarantee Contract of Ordinary Corporate Bonds | Nil |
| Appointment Guarantee Contract | Hua Nan Commercial Bank, Ltd. | 2026.01~2031.01 | Appointment Guarantee Contract of Ordinary Corporate Bonds | Nil |
| Trust Contract | 1. Hua Nan Commercial Bank, Ltd.2. China Real Estate | From 2025.07.25 to the date when the purpose of the trust is completed | 1.Appointment Object: Land in Xinzhoumei Section, Beitou District, Taipei City2.Appointment Matters: To deal with the registration, transfer, and value deposit of immovable property, appropriation of construction payments, submission of various tax payments, | Nil |
| 3. China Real Estate | 3.Appointment Matters: To deal with the registration, transfer, and value deposit of immovable property, appropriation of construction payments, submission of various tax payments, |
| Agreement | Counterparty | Period | Major Contents | Restriction |
|---|---|---|---|---|
| Management Co., Ltd. | trust account management related to the trust case. | |||
| Trust Contract | 1. 7 people, including Mr. Li and the others2. China Real Estate Management Co., Ltd. | From 2024.03.29 to the date when the purpose of the trust is completed | 1.Appointment Object: Land in Taishan Section, Taishan District, New Taipei City.2.Appointment Matters: The trust period manages the construction fund with special use and relates to the accounting management of this trust case. | Nil |
| Trust Contract | 1. Taiwan Power Co., Ltd.2. Land Bank of Taiwan3. China Real Estate Management Co., Ltd. | From 2022.11.30 to the date when the purpose of the trust is completed | 1.Appointment Object: The construction fund for the case.2.Appointment Matters: The trust period manages the construction fund with special use and relates to the accounting management of this trust case. | Nil |
| Trust Contract | 1. 4 people, including Mr. Ho and the others2. Land Bank of Taiwan | From 2022.09.01 to the date when the purpose of the trust is completed | 1.Appointment Object: Land in Xinzhoumei Section, Beitou District, Taipei City2.Appointment Matters: The trust period manages the construction fund with special use and relates to the accounting management of this trust case.3.Appointment Matters: To deal with the registration, transfer, and value deposit of immovable property, appropriation of construction payments, submission of various tax payments, trust account management related to the trust case. | Nil |
| Trust Contract | 1. 18people, including Mr. Ye and the others2. Land Bank of Taiwan3. China Real Estate Management Co., Ltd. | From 2022.03.17 to the date when the purpose of the trust is completed | 1.Appointment Object: Land in Renxin Section, Sanchong District, New Taipei City2.Appointment Matters: To deal with the registration, transfer, and value deposit of immovable property, appropriation of construction payments, submission of various tax payments, trust account management related to the trust case. | Nil |
| Trust Contract | 1. 11 people, including Mr. Li and the others2. Land Bank of Taiwan3. China Real Estate Management Co., Ltd. | From 2018.12.19 to the date when the purpose of the trust is completed | 1.Appointment Object: Land in Sixin Section, Xindian District, New Taipei City2.Appointment Matters: To deal with the registration, transfer, and value deposit of immovable property, appropriation of construction payments, submission of various tax payments, trust account management related to the trust case. | Nil |
| Trust Contract | 1. 19 people, including Mr. Li and the others2. Land Bank of Taiwan3. China Real Estate Management Co., Ltd. | From 2016.08.20 to the date when the purpose of the trust is completed | 1.Appointment Object: Land in Sanchong Section, Sanchong District, New Taipei City2.Appointment Matters: To deal with the registration, transfer, and value deposit of immovable property, appropriation of construction payments, submission of various tax payments, trust account management related to the trust case. | Nil |
| Trust Contract | 1. 8 people, including Mr. Lu and the others | From 2013.07.17 to the date when the purpose of | 1.Appointment Object: Land in Qingsheng Section, Zhongli District, Taoyuan City2.Appointment Matters: To deal with the registration, transfer, | Nil |
| 2. Land Bank of Taiwan | the trust is completed | and value deposit of immovable property, appropriation of construction payments, submission of various tax payments, trust account management related to the trust case. |
| Agreement | Counterparty | Period | Major Contents | Restriction |
|---|---|---|---|---|
| 2. Land Bank of Taiwan3. China Real Estate Management Co., Ltd. | the trust is completed | and value deposit of immovable property, appropriation of construction payments, submission of various tax payments, trust account management related to the trust case. | ||
| Trust Contract | 1. 6 people, including Mr. Wang and the others2. Land Bank of Taiwan | From 2012.04.26 to the date when the purpose of the trust is completed | 1. Appointment Object: Land in Taoyuan Section, Beitou District, Taipei City2. Appointment Matters: To deal with administration and disposition of property rights related to the trust case, the registration and transfer of rights of immovable property, and submission of various tax payments related to the trust case. | Nil |
V. Review and analysis of the Company's financial status, operating results, and risk matters
5.1 Financial status:
Comparative Analysis Table of Financial Status
Unit: In thousands of New Taiwan Dollars
| Year
Item | 2025 | 2024 | Difference | |
| --- | --- | --- | --- | --- |
| | Amount | Amount | Amount | % |
| Current Assets | 17,978,310 | 16,377,802 | 1,600,508 | 9.77 |
| Noncurrent Assets | 545,814 | 743,091 | (197,277) | (26.55) |
| Total Assets | 18,524,124 | 17,120,893 | 1,403,231 | 8.20 |
| Current Liabilities | 13,249,063 | 11,219,426 | 2,029,637 | 18.09 |
| Noncurrent Liabilities | 840,698 | 1,511,188 | (670,490) | (44.37) |
| Total Liabilities | 14,089,761 | 12,730,614 | 1,359,147 | 10.68 |
| Share capital | 3,005,579 | 3,005,579 | 0 | 0.00 |
| Capital surplus | 564,882 | 564,882 | 0 | 0.00 |
| Retained Earning | 863,902 | 819,818 | 44,084 | 5.38 |
| Total Shareholders’ Equity | 4,434,363 | 4,390,279 | 44,084 | 1.00 |
| Explanation of the increase or decrease ratio, focus on the analysis for 10% increase or decrease and the amount with NT$50,000 thousand or more, is as follows: ■Decrease in Noncurrent Assets: Mainly because part of secured assets of ordinary corporate bonds was reclassified from non-current assets to current assets. ■Increase in Current Liabilities: Mainly due to constant input of ongoing construction of each case, leading to increase of its construction financing, and because part of ordinary corporate bonds was reclassified from non-current liabilities to current liabilities. ■Decrease in Noncurrent Liabilities: Mainly because part of ordinary corporate bonds was reclassified from non-current liabilities to current liabilities. | | | | |
-90-
5.2 Operating results:
5.2.1 Comparative Analysis Table of Operating Results
Unit: In thousands of New Taiwan Dollars
| Year Item | 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | Amount | Amount | % | |
| Operating Revenues | 1,255,647 | 2,213,711 | (958,064) | (43.28) |
| Operating Costs | (926,906) | (1,534,876) | (607,970) | (39.61) |
| Gross Profit | 328,741 | 678,835 | (350,094) | (51.57) |
| Operating Expenses | (166,804) | (213,294) | (46,490) | (21.80) |
| Operating Net Profit (Loss) | 161,937 | 465,541 | (303,604) | (65.22) |
| Non-Operating Expenses | (83,336) | (68,430) | 14,906 | 21.78 |
| Profit (Loss) before income tax | 78,601 | 397,111 | (318,510) | (80.21) |
| Income tax benefit (expense) | (34,949) | (82,289) | (47,340) | (57.53) |
| Profit (Loss) for the year | 43,652 | 314,822 | (271,170) | (86.13) |
| Explanation of the increase or decrease ratio, focus on the analysis for 10% increase or decrease and the amount with NT$50,000 thousand or more, is as follows: 1. Decrease in Operating Revenues: Mainly because the income of handover from selling cases of We & Win Tian-Mu, We & Win Da-Shi was less compared to the recognized revenue in the same period last year. 2. Decrease in Operating Costs: Mainly because of the increase in revenue from sales of real estate in this period and the relative decrease in operating costs. 3. Decrease in Gross Profit: Because of the increase in revenue from sales of real estate in this period, and higher gross margin from recognition of cases than that last year, leading to increase of gross profit. 4. Decrease in Operating Expenses: Mainly because of the increase in revenue from sales of real estate in this period and the relative increase in operating expenses. 5. Decrease in Operating Net Profit: Mainly because of the decrease in gross profit; although Operating Expenses decreased as well, its rate of decrease was relatively small, leading to decrease of net profit in this period. 6. Decrease in Profit before income tax: Mainly because of decrease in operating net profit in this period and the increase in net non-operating expenses compared with last year, leading to decrease in net profit before tax in this period. 7. Decrease in Profit for the year: Mainly because of decrease of the net profit before income tax in this period. |
5.2.2 Expected sales volume and basis of estimate:
(1) The Company's construction case, We & Win Da-Shi project in Sanchong District, New Taipei City is slated for handover from Q4 2025 to Q2 2026. There are still some vacant houses in this project, which will be continuously sold in 2026.
(2) The Company still has some We & Win Tian-Mu project in Shilin Dist., Taipei City. that will be continually sold in 2026.
(3) The Company's construction case, We & Win Guang Yu project in Zhongli Dist., Taoyuan is expected to be handed over by the end of 2026.
The above projects will continue to reflect the company's revenue and profit in the coming year.
5.2.3 The possible effect upon the Company's financial operations as well as measures to be taken in response:
The Company is committed to cautiously responding to the Company's operating circumstances in the next few years, improve the financial structure with a view at enhancing operating
capabilities and profitability year by year, and increase the return on equity, assets, and net profit rate.
5.3 Cash Flow: Here are the analysis and explanation regarding cash flow changes in the most recent year, improvement plans for cash deficits, and the analysis of cash liquidity for the incoming year:
5.3.1 Analysis and explanation of cash flow changes in recent year:
Unit: %
| Year
Item | 2025 | 2024 | Increase (Decrease)
Ratio |
| --- | --- | --- | --- |
| Cash flow ratio | 0 | 0 | - |
| Cash flow adequacy ratio | 0.86 | 0.62 | (3.13%) |
| Cash flow reinvestment ratio | 0 | 0 | - |
| Explanation of the increase or decrease ratio is as follows:
1. Because the 2024 & 2025 cash flow amount of operating activities is zero, the cash flow ratios of the two periods have no comparative significance.
2. The cash flow reinvestment ratio in 2024 &2025 was zero, because the cash flow from the operational activities in 2024 and 2025 was both zero, and no cash dividends were distributed. | | | |
5.3.2 Cash liquidity analysis for the incoming year:
Unit: In thousands of New Taiwan Dollars
| Cash Balance, Beginning of Year (1) | Expected Net Cash Outflow from operating activities (2) | Expected Net Cash Inflow from financing and investment activities (3) | Expected Cash Surplus (Deficit) (1)+(2)+(3) | Remedies for Expected Cash Deficits | |
|---|---|---|---|---|---|
| Investment Plans | Financing Plans | ||||
| 292,706 | (1,215,843) | 971,280 | 48,143 | - | - |
| 1. Change Analysis of Cash Flow in 2026: | |||||
| (1) Operating Activities: Mainly because of the income recognition of house sales and handover of pre-sold houses for the projects of We & Win Tian-Mu, We & Win Shi-Yu, We & Win Da-Shi etc. The pre-sales activities from collection of construction term payments of We & Win Da-Shi, We & Win Yuan-Lang, We & Win Guang-Yu, We & Win Ju-Chuan and other projects have resulted cash inflows from operating activities. But, the purchase of lands, the construction costs required for each construction project, and the sales expenses of each proposed project have resulted cash outflows. All the relevant factors add up to net cash outflows from operating activities. | |||||
| (2) Financing and investment activities: Mainly because of the bank borrowings allocated in this year are greater than the expected repayment of bank borrowings. | |||||
| 2. Remedies and Liquidity Analysis for Expected Cash Deficit: No such situation. |
5.4 Impact of major capital expenditure in the past year on the financial status: None.
5.5 The Company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated from reinvestments, and the plan for improving re-investment profitability in the incoming year: Not applicable.
-92-
5.6 Analysis of risk matters
5.6.1 The effect upon the Company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future:
(1) In terms of interest rates, the company always considers the cost level of funds and chooses the most advantageous way of using funds as measures to be taken in response effectively.
(2) Since the Company has no foreign currency assets, exchange rate changes will not affect the Company's profit and loss.
(3) In response to the domestic inflation trend, the Company will continue to negotiate prices with suppliers and adjust the selling price in a timely manner to reflect the cost and minimize the impact of inflation on the Company.
5.6.2 The Company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:
(1) The Company does not engage in high-risk and highly leveraged investments and derivatives.
(2) Loan to others, endorsement, and guarantees: The Company does not have such kind of transaction.
5.6.3 Research and development work to be carried out in the future, and further expenditures expected for research and development work: None
5.6.4 Effect on the Company's financial operations of important policies adopted and changes in both domestic and overseas legal environment, and measures to be taken in response: None
5.6.5 Effect on the Company's financial operations of developments in science (including information and communication safety risk) and technology as well as industrial change, and measures to be taken in response:
The developments in science and technology as well as industrial change in recent years do not bring any significant impact on the Company's financial operation.
5.6.6 Effect on the Company's crisis management of changes in the Company's corporate identity, and measures to be taken in response: The Company will maintain steady corporate identity continually for sustainability in business.
5.6.7 Expected benefits and possible risks associated with any merger and acquisitions, and measures to be taken in response: The Company currently does not have any merger and acquisition plan.
5.6.8 Expected benefits and possible risks associated with any plant expansion and measures being or to be taken in response: The Company currently does not have any plant expansion plan.
5.6.9 Risks associated with the concentration of purchase and sales, and measures being or to be taken in response: The Company currently does not have the risk associated with the concentration of purchase and sales.
5.6.10 Effect upon and risk to the Company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and measures to be taken in response: None
5.6.11 Impacts and risks associated with the change of management rights, and measures to be taken in response: None
5.6.12 Other important risks and measures to be taken in response:
(1) Litigation or non-litigation matters
In the most recent two years and up to the publication date of this annual report, the Company has confirmed verdicts or involved in on-going litigation, non-litigation or administrative disputes that would have significant impacts on shareholders' equity or securities prices. The information related to dispute facts, subject-matter amounts of money,
-93-
the commencement date of the litigation, the main parties involved in the litigation, and the current handling situation is disclosed as follows:
- Real Estate Co., Ltd. (referred to as the plaintiff) requested compensation from the Company through the Taoyuan District Court on September 12, 2016, for approximately NT$106 million and the interests calculated at 5% per annum from the day following August 15, 2016, to the settlement date. The reason was that the company planned to build pre-sale houses on eleven lands, located at Xiapu Section, Wukuo Section, Dayuan District, Taoyuan City and the plaintiff took the initiative to propose an underwriting plan, build a reception center, and put forward sales planning proposals, etc. All expenses paid during the period are amounted to approximately NT$106 million. The Company received the civil complaint from the local court on October 11, 2016. Although the plaintiff claimed that the Company has appointed him to sell and advance related expenses and requested reimbursement of the related expenses, there is no written appointment agreement between two parties and no exchange documents that record the advance payment. The case was judged on July 6, 2020. The plaintiff’s lawsuit and provisional execution claims were rejected and the litigation costs were borne by the plaintiff. However, the plaintiff has filed an appeal. High Court of Justice has turned for mediation; it was stated that there was no significant impact on the company’s finances in accordance with the lawyer’s opinions.
(2) On February 7, 2024, the Company filed a complaint with the Civil Court of Shilin District Court against 7 persons of landowners of Taoyuan Section, Beitou District, such as Chih Min Wang, et. al., for repayment of NT$25,414 thousand, and other cases. As of December 31, 2025, the Company, after evaluation of the said payment, set aside an impairment loss in the amount of NT$4,000 thousand, and the land of landowners has also been in the custody of Land Bank of Taiwan, so there are no circumstances of significant impact on the Company’s finance.
(3) In the most recent two years and up to the publication date of this annual report, the confirmed verdicts or on-going litigation, non-litigation or administrative disputes have involved in the Company’s director, supervisor, general manager, substantive responsible persons, major shareholders with more than 10% shareholding, and associates, which would have significant impacts on shareholders’ equity or securities prices: None
5.6.13 Other important risks and measures to be taken in response: None.
5.7 Other important matters: None.
VI. Special Notes
6.1 Information about the Company’s affiliates: Yes.
-94-
Declaration
The related-party report for 2025 (from January 1, 2025 to December 31, 2025) of the Company is prepared in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises". The information disclosed therein is not materially inconsistent with the relevant information disclosed in the financial report notes for the aforementioned period.
We hereby declare
Company Name: WE & WIN Development Co., LTD
Chairman: Yung Yi Su
Date: March 11, 2026
CPA Review Opinion on Relationship Report
Recipient: WE & WIN Development Co., LTD
The 2025 Relationship Report of WE & WIN Development Co., LTD has been reviewed by us in accordance with the Financial Supervisory Commission’s order with reference to File of Jin-guan-zheng-shen-zi No. 1130382569 on June 26, 2024. The review is to check whether the 2025 Relationship Report of WE & WIN Development Co., LTD was prepared in accordance with the provisions of the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises”. We hereby issue our review opinions that there are no major discrepancies found between the disclosed information and the relevant information disclosed in the footnotes of the financial statements of the same period audited by us on March 11, 2026.
According to our review results, we have not found violations of the provisions of the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” in the preparation of the abovementioned relationship report, nor did we find any major discrepancies between the disclosed information in the abovementioned relationship report and the relevant information disclosed in the footnotes of the financial statements of the same period.
KPMG Taiwan
Accountant
Huang Hsin Ting
Zou Yi Yun
Original approval document number from the Securities and Futures Institute
: Jin-Guan-Zheng-Liu-Zi Document No: 110333824
: Jin-Guan-Shen-Zi Document No:1130332775
March 11, 2026
WE & WIN Development Co., LTD
- Organizational chart of affiliated organizations:

- Overview of the relationship between the subsidiary and the controlling company:
| Controlling company | Reason for control | Controlling company’s shareholding and pledge | Status on the controlling company appointing directors, supervisors or managers | |||
|---|---|---|---|---|---|---|
| No. of Shares Held | Ownership | Number of pledged shares | Job title | Name | ||
| WE & WIN Investment Co., LTD. | Appointees appointed as the Company’s director | 59,505,702 | 19.80 % | 13,500,000 | Director | Yung Yi Su |
| Lian Jie Construction Co., Ltd. | Appointees appointed as the Company’s director | 9,122,546 | 3.04 % | 8,200,000 | Director | Shu Mien Yang |
| Director | Chih Ming Lee | |||||
| Director | Zhen You Wang |
-97-
- Status of transaction:
(1) Status of purchase and sales: None.
(2) Property transaction: None.
(3) Financial intermediation: None.
(4) Assets leasing:
Unit: Thousands of New Taiwan Dollars
| Lessee | Type of transaction (lease out or take lease) | Property | Lease period | Nature of lease | Basis for determining lease price | Collection (payment) method | Comparison with general rent standard | Total rent for the period | Status of collection/ payment for the period | Other provisions | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Location | ||||||||||
| WE & WIN Investment Co., LTD. | Take lease | Building | 20F, No. 185, Fuguo Road., Zuoying District., Kaohsiung City | 2024.04.01 to 2029.03.31 | Operating lease | Based on the local market standard | Monthly payment | Comparable | 34 | 34 | None |
(5) Other important statuses of transaction: None.
- Status of endorsement and guarantee: None.
6.2 Private securities in the past year and as of the date of publication of the Annual Report: None
6.3 Other necessary supplementary notes: None
VII. In accordance with the Article 36, paragraph 3, subparagraph 2 of Securities and Exchange Act Enforcement Rules, any matter has had a significant impact on shareholders rights or the price for the securities in the most recent year and as of the publication date of the annual report: None
-99-