Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Whetron Annual Report 2025

May 14, 2026

52617_rns_2026-05-14_efbebcc8-5dc7-47b9-9f2c-dfc6342d2842.pdf

Annual Report

Open in viewer

Opens in your device viewer

Stock Code : 6722

WHETRON

WHETRON ELECTRONICS CO.,LTD.

2025 Annual Report

(For the convenience of readers and for information purposes only, the annual report has been translated into English from the original Chinese-language version prepared and used in the Republic of China. In the event of any discrepancy between the English and Chinese versions, or if there are any differences in interpretation between the two versions, the original Chinese version shall prevail)

Taiwan Stock Exchange Market Observation Post System :

http://mops.twse.com.tw

Printed on May 8, 2026


I. Spokesperson & Deputy Spokesperson

(I) Spokesperson :
Name : Lee, Ming-Cheng
Title : Special Assistant
Telephone Number : (02)8226-7999
E-mail Address : [email protected]

(II) Deputy Spokesperson :
Name : Chang, Shih-Chieh
Title : Manager
Telephone Number : (02)8226-7999
E-mail Address : [email protected]

II. Headquarters, Branches and Plant :
| Name | Address | Telephone Number |
| --- | --- | --- |
| Headquarters | 5F, No. 959, Jhongjheng Rd, Jhonghe Dist., New Taipei City, Taiwan. | (02)8226-7999 |
| Plant-Kaohsiung | No. 18, Shangfa 6th Road, Daliao District, Kaohsiung City, Taiwan. | (07)787-4391 |

III. Stock Transfer Agent :
Name : Fubon Securities Co., Ltd. Shareholder Services Department
Address : 11F, No. 17, Xuchang St., Taipei City, Taiwan (R.O.C.)
Website : http://www.fubon.com
Telephone Number : (02)2361-1300

IV. The certified public accountants who duly audited the annual financial report for the most recent fiscal year :
Auditors : Huang, Hai-Ning & Chen, Yan-Huei
Accounting Firm : KPMG Taiwan
Address : 68F, No.7, Sec. 5, Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
Website : http://home.kpmg.tw
Telephone Number : (02)8101-6666

V. The name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: N/A

VI. The address of the company's website : http://www.whetron.com/


Table of contents

One. Letter to Shareholders ... 1

Two. Corporate Governance Report ... 4
I. Information on the company's directors, supervisors, general manager, assistant general managers, deputy assistant general managers, and the chiefs of all the company's divisions and branch units ... 4
II. Remuneration Paid to Directors, President, and Vice Presidents of the Company Within the Last Year ... 11
III. Corporate Governance Implementation Status ... 14
IV. Information on CPA Professional Fees ... 41
V. Information on replacement of certified public accountant ... 42
VI. Where the company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed ... 42
VII. Changes in equity transfers and equity pledges by directors, managers and shareholders holding more than 10% of the shares in the most recent year and up to the publication date of the annual report ... 42
VIII. Information on whether the top ten shareholders in terms of shareholding ratio are related persons or spouses or relatives within the second degree of kinship ... 43
IX. The number of shares held by the Company, its directors, supervisors, managers and enterprises directly or indirectly controlled by the Company in the same invested enterprise, and the calculation of consolidated shareholding ratio ... 44

Three. Financing Status ... 45
I. Capital and shares ... 45
II. issuance of corporate bonds (including overseas corporate bonds) ... 48
III. issuance of preferred shares ... 48
IV. Participation in the issuance of overseas depository receipts ... 48
V. Employee stock options ... 48
VI. Issuance of new employee restricted shares ... 50
VII. Issuance of new shares for mergers, acquisitions, or acquisitions other companies ... 50
VIII. Implementation of capital utilization plan ... 50

Four. Operation overview ... 51
I. Operation of the Company ... 51
II. Market and production and sales overview ... 58
III. Number of employees, average years of service, average age and educational background in the most recent two years and up to the date of publication of the annual report ... 61
IV. Information on environmental protection expenditure ... 62


V. Labor-management relations ... 62
VI. Information Security Policy ... 67
VII. Major contracts ... 67

Five. Review and analysis of financial position and operating results and risk issues ... 68
I. Financial position ... 68
II. Financial performance ... 68
III. Cash flows ... 69
IV. Impact of major capital expenditures on financial operations in recent years ... 70
V. Recent investment policies, main reasons for profit or loss, improvement plans and investment plans for the coming year ... 70
VI. Analysis and assessment of risks ... 71
VII. Other important matters ... 76

Six. Specific Notes ... 77
I. Overview of Group Companies Information Regarding Affiliates ... 77
II. The status of private placement of securities in the most recent fiscal year and up to the date of publication of the annual report ... 79
III. Other necessary supplementary explanations ... 79
IV. Whether any material events as defined in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act occurred in the most recent fiscal year and up to the date of publication of the annual report that could materially affect shareholders' equity or the market price of the Company's securities ... 79


One. Letter to Shareholders

Business Report

The business performance for 2025 is hereby reported as follows:

I. 2025 Business Report

(I) Results of Business Plan Implementation

The Company's standalone net operating revenue for 2025 amounted to NT$2,481,620 thousand, an increase of 0.79% from the previous year. Consolidated net operating revenue for 2025 amounted to NT$5,098,200 thousand, representing a decrease of 2.79% compared with the previous year. Net profit after tax amounted to NT$226,139 thousand, with earnings per share of NT$2.9.

(II) Budget Execution

The Company did not publicly disclose any financial forecasts for 2025. Overall operating performance was generally in line with the Company's internal projections.

(III) Profitability Analysis

Item Year 2025 2024
Financial Structure Debt-to-asset ratio (%) 54.36 54.22%
Long-term funds to fixed assets ratio (%) 149.87% 146.22%
Profitability Return on assets (%) 5.32% 4.93%
Return on equity (%) 10.67% 10.13%
Pre-tax income to paid-in capital ratio (%) 37.19% 31.55%
Net profit margin (%) 4.44% 3.86%
Earnings per share (NT$) 2.90 2.60

(IV) Research and Development

The Company adheres to the principles of "continuous innovation, pursuit of excellence, and mutual benefit," and is committed to advancing toward product diversification and global market expansion. With sensing technology at its core, the Company focuses on developing intelligent, modular, and system-integrated solutions while pursuing diversified product offerings and applications across multiple markets. The Company continues to deepen its research and development efforts in advanced driver assistance system-related products, including parking assistance, driving safety, and driver convenience. In response to customer needs, product development trends, and regulatory requirements in various countries, the Company leverages a highly skilled R&D team and innovative technologies to continuously develop advanced, safe, and reliable automotive electronic products and services that meet customer expectations, with the goal of becoming a leading supplier of automotive electronic products to major global automakers.

II. 2026 Business Plan

(I) Operating Strategies

  1. Continue to deepen relationships with key customers in major sales markets, while actively securing new customers and new vehicle model orders to increase market

share in each region.

  1. Continue to invest in the development of strategic new products and expand application markets, creating diversified business opportunities across passenger vehicles, two-wheelers, and commercial vehicles, with a view to further driving revenue and profit growth.
  2. Actively pursue business opportunities in the Southeast Asian market to fully utilize the production capacity of Thai Whetron's new facility and establish it as a regional operational hub.
  3. Continue integrating Group resources and flexibly allocating them in response to market changes to enhance overall operational capabilities and business resilience.
  4. Continue to streamline internal management, enhance quality, reduce costs, and maintain strict inventory control to improve resource utilization efficiency and competitiveness.

(II) Projected Sales Volume

The Company will implement flexible sales strategies based on market dynamics across global regions to optimize production and sales allocation in a timely manner. In the face of external uncertainties, the Company will continue to adopt a prudent, disciplined approach to expanding its presence across regional markets, while proactively turning challenges into drivers of growth.

(III) Key Production and Sales Strategies

  1. Continue to deepen process optimization and expand automation deployment, with a focus on enhancing production efficiency and yield rates, and fully implementing a lean manufacturing system to strengthen overall manufacturing competitiveness.
  2. Continue to strengthen quality control, improve delivery accuracy, and actively shorten product development cycles (time to market) to reinforce relationships with existing customers and secure new customers, thereby creating additional business opportunities.
  3. Continue to maintain strict control over inventory levels and ensure healthy cash flow to respond to market fluctuations and uncertainties.
  4. Continue to actively pursue business opportunities in the Southeast Asian market and position Thai Whetron as the Group's regional hub in Southeast Asia.

III. Future Development Strategies

(I) Continue to invest in new technologies and product development to strengthen technological advantages and ensure the Company's long-term competitiveness.
(II) Integrate Group resources and enhance operational resilience to respond to evolving trends across different markets and product segments, while formulating appropriate offensive and defensive strategies to optimize resource allocation and deployment.
(III) Actively seek strategic partners and, through resource optimization and technological collaboration, further strengthen core competitive advantages, jointly explore new market opportunities, and create long-term growth value.
(IV) Continue to strengthen financial and operational management and risk control capabilities, reduce the debt ratio, and optimize the Company's financial structure.

IV. Impact of External Competition, Regulatory Environment, and Macroeconomic Conditions

Amid geopolitical developments and macroeconomic volatility, uncertainty in the global operating environment continues to rise. However, the risk profiles and growth drivers of


regional markets vary and exhibit distinct characteristics. The Company will closely monitor regional policy developments, leverage its global footprint, and implement localized offensive and defensive strategies to mitigate potential risks and capture growth opportunities.

In terms of internal governance, the Company will continue to enhance cost control, closely monitor inventory levels and accounts receivable risk, and maximize capital efficiency. With a solid financial foundation and a prudently optimistic outlook, the Company will demonstrate operational resilience amid changing conditions and create long-term value for shareholders.

Chairman: Chiang, Yi-Hsin
General Manager: Chiang, Shih-Feng
Head of Accounting: Li, Ming-Chen

3


Two. Corporate Governance Report

I. Information on the company's directors, supervisors, general manager, assistant general managers, deputy assistant general managers, and the chiefs of all the company's divisions and branch units

(I) Information on directors

  1. Directors' name, nationality or place of registration; principal work experience and academic qualifications; shareholding and nature

March 31, 2026; Unit: Thousand shares; %

Title Name Gender Nationality or Place of Registration Date of Elected Term Date First Elected Shareholding When Elected Current Shareholding Spouse & Minor Shareholding Shareholding by Nominee Experience ( Education ) Current Positions Held in other Companies Spouse or Familial Relationship within the Second Degree of Consanguinity also holding Management, Directorial, or Supervisory Positions Remarks
Shares % Shares % Shares % Shares % Title Name Relationship
Chairman Chiang,Yi-Hsin Male 81*90 ROC 1986.8.2 2025.6.10 3 10,819,249 13.87 10,664,249 12.06 - - 13,976,523 15.81 Chairman, Chia Chang Precision Industry Co., Ltd.
Chairman, Whetron Electronics Co., Ltd. Director, Whetron Electronics (Suzhou) Co., Ltd.
Director,Thai Whetron Electronics
Chairman, Shi Zhan Investment Co., Ltd.
Chairman, Yu Chiang Investment Co., Ltd.
Chairman, Yu Hsiang Investment Co., Ltd.
Chairman, Yi Zhan Investment Co., Ltd.
Chairman, Title Assets Management Co., Ltd. Director General Manager Chiang, Shih-Feng Father and Son Note
Director Chiang,Shih-Feng Male 51*60 ROC 2004.8.26 2025.6.10 3 1,863,437 2.39 2,347,437 2.66 880,678 1.00 17,032,056 19.27 Business Administration, National Sun Yat-sen University
General Manager, Whetron Electronics Co., Ltd. General Manager, Whetron Electronics Co., Ltd.
Chairman and General Manager, Whetron Electronics (Suzhou) Co., Ltd.
Chairman and General Manager, Huiyang commerce(Suzhou) Co. Ltd.
Director and General Manager, Thai Whetron Electronics
Director and General Manager, Whetron Electronics (Japan) Co., Ltd.
Director and General Manager, Whetronmy Electronics Sdn Bhd.
Director, Whetron Jaya Indonesia PT.
Director, Sandhar Whetron Electronics
Chairman, Jian Feng Investment Co., Ltd.
Chairman, KING EAGLE LTD
Chairman, Wei Feng Meat Foods Co., Ltd. Chairman Chiang, Yi-Hsin Father and Son Note
Director Lin,Chun-Nan Male 51*60 ROC 2016.6.24 2025.6.10 3 244,181 0.31 274,181 0.31 103,539 0.12 - - Master's Degree in Electrical Engineering, National Cheng Kung University
EMBA (Executive MBA), National Sun Yat-sen University
Vice President, Hui Chuang Electronic Co., Ltd.
Vice President, Panjit International Inc.
Special Assistant to the General Manager, Ying Mao Optical Co., Ltd. Chief Technology Officer, Whetron Electronics Co., Ltd.
Director, Hanjiang Education Technology Co., Ltd. - - - -
Director MITAC Holdings Corporation - ROC 2019.1.29 2025.6.10 3 8,789,000 1.27 8,789,000 9.94 - - - - - - - - - -
Ho, JhiWu Male 71*80 ROC Master in Computer Science, Fairleigh Dickinson University Master in Science of President, MITAC Holdings Corporation
Director and President, MITAC - - - -

Title Name Gender Nationa-lity or Place of Registr-a-tion Date of Elected Term Date First Elected Shareholding When Elected Current Shareholding Spouse & Minor Shareholding Shareholding by Nominee Experience ( Education ) Current Positions Held in other Companies Spouse or Familial Relationship within the Second Degree of Consanguinity also holding Management, Directorial, or Supervisory Positions Remarks
Shares % Shares % Shares % Shares % Title Name Relationship
International Economics, San Diego State University Marketing Manager, EMAG Engineering Inc. International Corp. Chairman and CEO, MITAC Computing Technology Corp. Chairman, MITAC Digital Technology Corp. Chairman, Tsu Fung Investment Corporation Director, 3Probe Technologies Co., Ltd. Director, Promise Technology, Inc. Director, Whetron Electronics Co., Ltd Director, MITAC Advance Technology Corp.
Independent Director Huang, Pei-How Male 71*80 ROC 108.1.29 114.6.10 3 - - - - - - - - Ph.D. in Business Administration, Faculty of Business Economics, University of Mannheim Master's in Management, Institute of Industrial Economics, University of Mannheim Department of Philosophy, Chinese Culture University Associate Professor, Department of Business Administration, National Sun Yat-sen University Supervisor, China Steel Aluminum Corporation - - - -
Independent Director Shu,Ping-Huei Male 71*80 ROC 111.6.23 114.6.10 3 - - - - - - - - Product Development Manager, Ford Lie Ho Motor Co., Ltd. Deputy Director, Mechanical and Mechatronics Systems Research Laboratories, Industrial Technology Research Institute (ITRI) General Manager, Hong Wei Technology Co., Ltd. Chief Strategy Officer, Dunyang Technology,Lite-On Technology Corporation Group Consultant, Taiwan Automotive Research Consortium - - - -
Independent Director Hsiao, Fun-Lung Male 71*80 ROC 108.1.29 114.6.10 3 70,343 0.09 70,343 0.08 - - - - Department of Public Finance and Taxation, Feng Chia University Chairman, Ken Lien Co., Ltd.
Independent Director Chen, Yi-Chun Female 51*60 ROC 113.6.28 114.6.10 1 - - - - - - - - Department of Accounting, National Taiwan University MBA, The George Washington University Vice President, Taishin Securities Co., Ltd. Chairman and General Manager, Ruizhan Capital Co., Ltd. Independent Director, Siuxon Technology Co., Ltd. - - - -

Note: The Chairman of the Board and the General Manager of the Company are first-degree relatives. This arrangement is primarily to respond to rapid market changes, requiring timely adjustments to operating strategies and product directions in order to gain a competitive advantage and create greater benefits. The corresponding measures include increasing the number of independent directors, with more than half of the board members not concurrently serving as employees or managerial officers of the Company.


  1. In cases where directors are the representatives of institutional shareholders, the major shareholders of such institutional shareholders (including % of stocks held) are as follows:

March 4, 2025

Company Name of Institutional shareholder Major Shareholders
MiTAC Holdings Corporation Lien Hwa Industrial Holdings Corp. (8.78%)、MiTAC Inc. (8.41%)、UPC Technology Corp. (8.27%)、Citibank Taiwan in custody for Norges Bank (2.96%)、Mei An Investment Co., Ltd. (2.72%)、HSBC Bank (Taiwan) in custody for Société Générale bank (2.64%)、Yih Yuan Investment Corp. (1.69%)、Yi Feng Investment Co., Ltd. (1.26%)、Chunghwa Post Co., Ltd. (1.11%)、JPMorgan Chase Bank in custody for Vanguard Total International Stock Index Fund (1.06%)

Source: Annual Report of MiTAC Holdings Corporation printed on March 4, 2025

  1. Below is a list of the major shareholders (including % of stocks held) of the top shareholders of Hotai's institutional shareholders listed above who are themselves institutional shareholders:

March 4, 2025

Company Name Major Shareholders
Lien Hwa Industrial holdings Corp. UPC Technology Corp. (9.68%)、Yih Yuan Investment Corp. (9.14%)、Yih Feng Investment Corp.(4.86%)、Miau, Matthew Feng Chiang (3.19%)、Miao, Feng-Chuan (3.02%)、Y.S. Education Foundation (3.00%)、Lien Hwa Industrial Holdings Corp. Employee Welfare Committee (2.82%)、MiTAC International Corp.(2.79%)、Miao, Feng-Sheng (2.51%)、Jason Chow (2.23%)
MiTAC Inc. Lien Hwa Industrial holdings Corp.(35.29%)、SYNNEX Technology International Corporation (18.39%)、Mei An Investment Co., Ltd. (10.56%)、MiTAC International Corp. (8.71%)、Tsu Fung Investment Corporation (5.37%)、Hsu, Ai-Chen (1.98%)、Hua Cheng Investment Co., Ltd. (1.92%)、Miau, Matthew Feng Chiang (1.08%)、Yih Feng Investment Corp. (0.75%)、Hong Ding Investment Co., Ltd. (0.74%)
UPC Technology Corp. Lien Hwa Industrial holdings Corp.(31.10%)、SYNNEX Technology International Corporation (5.05%)、Yih Yuan Investment Corp. (1.58%)、Liberty Stationery Corp. (1.51%)、Mei An Investment Co., Ltd. (1.45%)、Tsu Fung Investment Corporation (1.28%)、MiTAC International Corp. (1.18%)、Pornchai Engineering and Trading Corp. (1.10%)、Tong Da Investment Corp. (1.06%)、Yih Feng Investment Corp. (0.96%)
Mei An Investment Co., Ltd. Vision Quest Overseas Ltd.(82.25%)、JumpStart Investments Ltd.(16.67%)、Others(1.08%)
Yih Feng Investment Corp. Chuan Neng Ltd. (British Virgin Islands) (100.00%)
Yih Yuan Investment Corp. Chuan Neng Ltd. (British Virgin Islands) (100.00%)
Chunghwa Post Co., Ltd. Ministry of Transportation and Communications (100.00%)

Source: Annual Report of MiTAC Holdings Corporation printed on March 4, 2025


  1. The Company's Current Board and Implementation of Diversity Policy
Name Professional Qualifications and Experience Independence Status Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director
Chiang,Yi-Hsin Chairman, Chia Chang Precision Industry Co., Ltd.
Chairman, Whetron Electronics Co., Ltd.
Has at least five years of work experience in business, legal, financial, accounting, or other fields required for the Company's operations, and does not fall under any of the circumstances set forth in Article 30 of the Company Act. - -
Chiang,Shih-Feng Business Administration, National Sun Yat-sen University
General Manager, Whetron Electronics Co., Ltd.
Has at least five years of work experience in business, legal, financial, accounting, or other fields required for the Company's operations, and does not fall under any of the circumstances set forth in Article 30 of the Company Act. - -
Ho, JhiWu Master in Science of International Economics, San Diego State University
Director and President, MiTAC Holdings Corporation
Has at least five years of work experience in business, legal, financial, accounting, or other fields required for the Company's operations, and does not fall under any of the circumstances set forth in Article 30 of the Company Act. - -
Lin,Chun-Nan EMBA (Executive MBA), National Sun Yat-sen University
Vice President, Panjit International Inc.
Chief Technology Officer, Whetron Electronics Co., Ltd.
Has at least five years of work experience in business, legal, financial, accounting, or other fields required for the Company's operations, and does not fall under any of the circumstances set forth in Article 30 of the Company Act. - -
Shu,Ping-Huei Deputy Director, Mechanical and Mechatronics Systems Research Laboratories, Industrial Technology Research Institute (ITRI)
Product Development Manager, Ford Lio Ho Motor Co., Ltd.
Deputy Director, Mechanical and Mechatronics Systems Research Laboratories, Industrial Technology Research Institute (ITRI)
Has at least five years of work experience in business, legal, financial, accounting, or other fields required for the Company's operations, and does not fall under any of the circumstances set forth in Article 30 of the Company Act. (1)(2)(3)(4)(5)(6)(7)
(8)(9)(10)(11)(12)
Non-compliance with independence criteria: None. -
Huang,Pei-How Ph.D. in Business Administration, Faculty of Business Economics, University of Mannheim
Associate Professor, Department of Business Administration, National Sun Yat-sen University
Has at least five years of work experience and qualifications as a lecturer or higher at a public or private college or university in fields related to business, legal affairs, finance, accounting, or other disciplines required for the Company's operations, and does not fall under any of the circumstances set forth in Article 30 of the Company Act. (1)(2)(3)(4)(5)(6)(7)
(8)(9)(10)(11)(12)
Non-compliance with independence criteria: None. -
Hsiao,Yun-Lung Department of Public Finance and Taxation, Feng Chia University
Chairman, Ken Lien Co., Ltd.
Has at least five years of work experience in business, legal, financial, accounting, or other fields required for the Company's operations, and does not fall under any of the circumstances set forth in Article 30 of the Company Act. (1)(2)(3)(4)(5)(6)(7)
(8)(9)(10)(11)(12)
Non-compliance with independence criteria: None. -

Name Professional Qualifications and Experience Independence Status Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director
Chen,Yi-Chun MBA, The George Washington University Chairman and General Manager, Ruizhan Capital Co., Ltd. Independent Director, Sixxon Technology Co., Ltd. Has at least five years of work experience in business, legal, financial, accounting, or other fields required for the Company's operations, and does not fall under any of the circumstances set forth in Article 30 of the Company Act. (1)(2)(3)(4)(5)(6)(7) (8)(9)(10)(11)(12) Non-compliance with independence criteria: None. 1

Note: The following conditions satisfy independence:
1. Not an employee of the company or any of its affiliates.
2. Not a director or supervisor of the company or any of its affiliates.
3. 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 of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.
6. It is not that the company and the other company's board seats or voting shares are controlled by the same person, or that the other company's directors, supervisors or employees are the same person.
7. The chairman, general manager or equivalent of the company is not the same person or spouse of the chairman of another company or organization, nor is the director (board member), supervisor (supervisor) or employee of another company or organization.
8. Not a director, supervisor, officer, 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.
9. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
10. Does not have a spousal relationship or a family relationship within the second degree of kinship with other directors.
11. Does not fall under any of the circumstances listed in Article 30 of the Company Act.
12. Not elected under Article 27 of the Company Act as a government entity, juristic person, or its representative.

5. Board Diversity and Independence:

(1) Board Diversity:

To strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, the Company believes that a diversity policy contributes to enhancing overall corporate performance. The nomination and selection of Board members are based on the principle of meritocracy. The Company formulates an appropriate diversity policy in light of its own operations, business model, and development needs, including fundamental conditions and values, as well as professional knowledge and skills. Board members are generally expected to possess the knowledge, skills, and competencies necessary to perform their duties.

To achieve its corporate governance objectives, the Company assesses the overall competencies of the Board of Directors in accordance with Article 20 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" as follows:


Terms Name Basic Composition Capabilities Possessed
Nationality Gender Employee status Age Length of tenure as independent director Operational judgment capability Accounting and financial analysis skills Global market perspective Management capability crisis management ability Industry know ledge leadership ability decision-making ability
Chiang,Yi-Hsin ROC Male - 81~90 - -
Chiang,Shih-Feng Male 51~60 -
Lin,Chun-Nan Male 51~60 -
Ho,Jhi-Wu Male - 71~80 - -
Huang,Pei-How Male - 71~80 7 -
Shu,Ping-Huei Male - 71~80 4 -
Hsiao,Yun-Lung Male - 71~80 6 - -
Chen,Yi-Chun Female - 51~60 1 -

In terms of professional expertise within the Board structure, all directors of the Company possess core competencies such as business management capabilities and crisis management skills. In addition, half of the directors have accounting and financial analysis expertise, and half possess professional knowledge of the automotive industry.

With regard to board diversity, the Company currently has 8 directors, including 2 directors who are employees, accounting for $25\%$ of the Board; 4 independent directors, accounting for $50\%$ ; and 1 female director, representing $12.5\%$ . All independent directors have served no more than three terms. The age distribution of directors is also relatively balanced across different age groups.

(2) Independence of the Board of Directors:

The Company's Board of Directors consists of 8 members, of which 4 are independent directors, accounting for $50\%$ of the Board seats. At present, except for I-Hsing Chiang and Shih-Feng Chiang, who have a first-degree familial relationship, the remaining directors do not have spousal relationships or family relationships within the second degree of kinship with one another. Therefore, there are no circumstances falling under Article 26-3, Paragraph 3 of the Securities and Exchange Act.


(II) President, Vice Presidents, Chief Officers, and Department and Divisional Executive Officers
March 31, 2026 : unit/share

Tital Name Gender Nationality Date Appointed Shareholding Shareholding of Spouses and Children that are Minors Shares Held under Nominee Accounts Education and Experience Current Positions Held at other Companies Spouse or Familial Relationship within the Second Degree of Consanguinity also holding Management, Directorial, or Supervisory Positions Remarks
Shares % Shares % Shares % Total Name Relationship
General Manager Chiang,Shih-Feng Male ROC 2018.09.07 2,347,437 2.66 880,678 1.00 17,032,056 19.27 Business Administration, National Sun Yat-sen University General Manager, Whetron Electronics Co., Ltd. Director, Whetron Electronics Co., Ltd.
Chairman and General Manager, Whetron Electronics (Suzhou) Co., Ltd.
Chairman and General Manager, Huiyang commerce(Suzhou) Co. Ltd.
Director and General Manager, Thai Whetron Electronics
Director and General Manager, Whetron Electronics (Japan) Co., Ltd.
Director and General Manager, Whetronmy Electronics Sdn Bhd.
Director, Whetron Jaya Indonesia PT.
Director, Sandhar Whetron Electronics
Chairman, Jian Feng Investment Co., Ltd.
Chairman, KING EAGLE LTD
Chairman, Wei Feng Meat Foods Co., Ltd. Chairman Chiang, Yi-Hsin Father and Son Nate
Chief Technology Officer Lin,Chun-Nan Male ROC 2019.12.25 274,181 0.31 103,539 0.12 - - Master's Degree in Electrical Engineering, National Cheng Kung University
EMBA (Executive MBA), National Sun Yat-sen University
Vice President, Hui Chuang Electronic Co., Ltd.
Vice President, Panjit International Inc.
Special Assistant to the General Manager, Ying Mao Optical Co., Ltd. Director, Whetron Electronics Co., Ltd.
Director, Hanjiang Education Technology Co., Ltd. - - - -
Vice President Lee,Wen-Chi Male ROC 2023.07.01 15,000 0.02 - - - - Department of Electronic Engineering, Cheng Shiu University (formerly Cheng Shiu Institute of Technology)
Vice President, Whetron Electronics Co., Ltd. - - - - -
Accounting Officer Lee,Ming-Cheng Male ROC 2021.12.22 - - - - - - EMBA (Executive MBA), Department of Business Administration, National Taiwan University of Science and Technology
Audit Team Leader, Zhongxin CPA Firm
Senior Manager, Investment Department, Finance Division,
Marketech International Corp.
Special Assistant to the General Manager, Hui Chuang Electronic Co., Ltd. - - - - -
Corporate governance officer Huang,Yuan-Huei Male ROC 2024.08.07 22,000 0.02 - - - - Master's Degree in Finance, National Central University
Manager, Underwriting Department, Fubon Securities Co., Ltd.
Manager, Underwriting Department, Taiwan Industrial Bank Securities Co., Ltd. - - - - -

Note: The Company's Chairman and General Manager are first-degree relatives. This arrangement is primarily intended to respond to rapid market changes, requiring timely adjustments to operational strategies and product direction in order to gain competitive advantage and create greater value. The corresponding measures include increasing the number of independent director seats, and ensuring that more than half of the directors do not concurrently serve as employees or managers of the Company.


II. Remuneration Paid to Directors, President, and Vice Presidents of the Company Within the Last Year

(I) Director Remuneration :

December 31, 2025 : Unit: NT$ thousands

Tital Name Remuneration of Directors Total Remuneration (A+B+C+D) as a % of Net Income Compensation Received by a Director Who is an Employee of the Company and/or any Consolidated Entities Total Compensation (A+B+C+D+E+F+G) as % of Net Income Compensation Paid to Directors from Nonconsolidated Affiliates or parent company
Base Compensation(A) Severance Pay and Pensions(B) Compensation to Directors (C) Allowances(D) Salary, Bonuses, and Allowances(E) Severance Pay and Pensions(F) Profit Sharing/Employee Remuneration(G)
From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities Cash Stock Cash Stock From Amulaire From All Consolidated Entities
Chairman Chiang,Yi-Hsin 1,002 1,002 - - 4,900 4,900 - - 5,902
2.61% 5,902
2.61% 8,442 11,689 - - 600 - 600 - 14,944
6.61% 18,191
8.04% -
Director Chiang,Shih-Feng
Director Lin,Chun-Nan
Director MITAC Holdings Corporation
Ho,Jhi-Wu
Independent Director Huang,Pei-How 3,394 3,394 - - - - - - 3,394
1.50% 3,394
1.50% - - - - - - - 3,394
1.50% 3,394
1.50% -
Independent Director Shu,Ping-Huei
Independent Director Hsiao,Yun-Lung
Independent Director Chen,Yi-Chun
  1. Please explain the policy, system, standards, and structure for remuneration paid to independent directors, and describe the relationship between the remuneration amount and factors such as duties undertaken, risk assumed, and time commitment: The Company determines its directors' remuneration guidelines with reference to directors' responsibilities, risks, time commitment, and prevailing industry standards. The remuneration policy is reviewed by the Remuneration Committee and submitted to the Board of Directors for resolution before implementation in accordance with relevant regulations.
  2. Apart from the disclosure in the table above, remuneration received by directors for providing services in the most recent fiscal year (such as serving as consultants for the parent company, all entities included in the financial statements, or invested enterprises where they are not employees): None.

Director Remuneration by Range

Remuneration Paid to Directors Names of Directors
Total Remuneration(A+B+C+D) Total Compensation (A+B+C+D+E+F+G)
From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities
Below NT$ 1,000,000 Huang,Pei-How · Shu,Ping-Huei · Hsiao,Yun-Lung · Chen,Yi-Chun Huang,Pei-How · Shu,Ping-Huei · Hsiao,Yun-Lung · Chen,Yi-Chun Huang,Pei-How · Shu,Ping-Huei · Hsiao,Yun-Lung · Chen,Yi-Chun Huang,Pei-How · Shu,Ping-Huei · Hsiao,Yun-Lung · Chen,Yi-Chun
NT$ 1,000,000(included)~NT$2,000,000(excluded) Chiang,Yi-Hsin · Chiang,Shih-Feng · Lin,Chun-Nan · Ho,Jhi-Wu Chiang,Yi-Hsin · Chiang,Shih-Feng · Lin,Chun-Nan · Ho,Jhi-Wu Chiang,Yi-Hsin · Ho,Jhi-Wu Chiang,Yi-Hsin · Ho,Jhi-Wu
NT$ 2,000,000(included)~NT$3,500,000(excluded) - - - -
NT$ 3,500,000(included)~NT$ 5,000,000(excluded) - - - -
NT$ 5,000,000(included)~NT$10,000,000(excluded) - - Chiang,Shih-Feng · Lin,Chun-Nan Chiang,Shih-Feng · Lin,Chun-Nan
NT$ 10,000,000(included)~NT$ 15,000,000(excluded) - - - -
NT$ 15,000,000(included)~NT$ 30,000,000(excluded) - - - -
NT$ 30,000,000(included)~NT$ 50,000,000(excluded) - - - -
NT$ 50,000,000(included)~NT$ 100,000,000(excluded) - - - -
Over NT$ 100,000,000 - - - -
Total 8 8 8 8

(II) Compensation Paid to President and Vice Presidents :
December 31, 2025 : Unit: NT$ thousands

Tital Name Salary(A) Severance Pay and Pensions (B) Bonuses and Allowances (C) Employee Profit Sharing(D) Total Compensation (A+B+C+D) in % of Net Income Compensation Received from Nonconsolidated Affiliates or parent company
From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities From Amulaire From All Consolidated Entities
Cash Stock Cash Stock
General Manager Chiang, Shih-Feng 9,132 11,915 - - 2,314 2,778 800 - 800 - 12,246
5.42% 15,493
6.85% -
Chief Technology Officer Lin, Chun-Nan
Vice President Lee, Wen-Chi

President and Vice President Compensation by Range

Remuneration Paid to Directors Names of President and Vice Presidents
Total Remuneration(A+B+C+D)
From Amulaire From All Consolidated Entities
Below NT$ 1,000,000 - -
NT$ 1,000,000(included)~NT$2,000,000(excluded) - -
NT$ 2,000,000(included)~NT$3,500,000(excluded) Lee,Wen-Chi Lee,Wen-Chi
NT$ 3,500,000(included)~NT$ 5,000,000(excluded) Chiang,Shih-Feng - Lin,Chun-Nan -
NT$ 5,000,000(included)~NT$10,000,000(excluded) - Chiang,Shih-Feng - Lin,Chun-Nan
NT$ 10,000,000(included)~NT$ 15,000,000(excluded) - -
NT$ 15,000,000(included)~NT$ 30,000,000(excluded) - -
NT$ 30,000,000(included)~NT$ 50,000,000(excluded) - -
NT$ 50,000,000(included)~NT$ 100,000,000(excluded) - -
Over NT$ 100,000,000 - -
Total 3 3

(III)2024 Names and Distributions of Employee Profit-Sharing Compensation to Managerial Officers

December 31, 2025
Unit: NT$ thousands; %

Job title Name Amount in stock Amount in cash Total As a % of net profit
General Manager Chiang, Shih-Feng - 1,070 1,070 0.47
Chief Technology Officer Lin, Chun-Nan
Vice President Lee, Wen-Chi
Accounting Officer Lee, Ming-Cheng
Corporate Governance Officer Huang, Yuan-Huei

(IV) Separately compare and describe total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by this company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, general managers, and assistant general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure

  1. Analysis of the ratio of remuneration paid to the Company's directors, supervisors, president, and vice presidents to net income after tax in the past two years

Unit: %

Job title 2024 2025
The Company All consolidated entities The Company All consolidated entities
Director 10.52 12.12 8.11 9.54
General Manager / Vice President 6.56 8.83 5.42 6.85
  1. Remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure

(1) Directors

The remuneration of the Company's directors includes transportation allowances, service remuneration, and profit distribution. Transportation allowances are determined based on attendance and with reference to prevailing industry standards in Taiwan. Profit distribution is handled in accordance with the Company's Articles of Incorporation, whereby the Board of Directors deliberates and resolves on the allocation proposal before submitting it to the annual shareholders' meeting.

(2) President and Vice Presidents

The remuneration of the President and Vice Presidents includes salaries, bonuses, and employee profit-sharing compensation. Such remuneration is determined based on their positions, responsibilities, and performance, with reference to market standards for comparable positions within the industry. The remuneration package is subject to review and approval by the Remuneration Committee and subsequently submitted to the Board of Directors for approval prior to disbursement.

(3) Relationship with Operating Performance and Future Risks

The Company's remuneration policy and procedures for directors, the President, and Vice Presidents are positively correlated with operating performance. The amounts paid are disclosed in accordance with applicable laws and regulations, and the associated future risks are considered limited.


14

III. Corporate Governance Implementation Status

(I) operation of the Board of Directors

In the most recent fiscal year (2025), the Board of Directors held eight meetings (A). The attendance of directors is as follows:

Job title Name No. of meetings attended in person (B) No. of meetings attended by proxy In-person attendance rate (%)(B/A) Remarks
Chairman Chiang,Yi-Hsin 7 1 87.50%
Director Chiang,Shih-Feng 8 - 100.00%
Director Lin,Chun-Nan 8 - 100.00%
Director MiTAC Holdings Corporation(Representative:Ho,Jhi-Wu) 8 - 100.00%
Independent Director Huang,Pei-How 8 - 100.00%
Independent Director Hsiao,Yun-Lung 8 - 100.00%
Independent Director Shu,Ping-Huei 7 1 87.50%
Independent Director Chen,Yi-Chun 7 1 87.50%

Other information required to be disclosed:

  1. If any of the following circumstances exists, specify the board meeting date, meeting session number, content of the motion(s), the opinions of all the independent directors, and the measures taken by the Company based on the opinions of the independent directors:
    (1) Any matter under Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee in accordance with Article 14-5 of the Securities and Exchange Act. For related information, please refer to the "Operation of the Audit Committee" section of this annual report.
    (2) In addition to the matters referred to above, any dissenting or qualified opinion of an independent directory that is on record or stated in writing with respect to any board resolution: None

  2. The status of implementation of recusals of directors with respect to any motions with which they may have a conflict of interest: specify the director's name, the content of the motion, the cause for recusal, and whether and how the director voted.

Date Details of the proposal. Directors required to recuse themselves due to conflicts of interest Reason for recusal due to conflict of interest. Voting results.
2025.05.20 1. Proposal on Appointment of Members of the Company's First Sustainability Development Committee Chiang,Shih-Feng Lin,Chun-Nan As appointed committee member Except for the recused directors, who did not participate in the discussion or voting, the resolution was approved by the remaining directors present.
2. Ratification of Office Leasing to a Related Party Chiang,Shih-Feng Head of the lessee company Except for the recused directors, who did not participate in the discussion or voting, the resolution was approved by the remaining directors present.
2025.06.10 1. Appointment of Members of the Third Remuneration Committee Huang,Pei-How、Shu,Ping-Huei、Hsiao,Yun-Lung、Chen,Yi-Chun As appointed committee member Except for the recused directors, who did not participate in the discussion or voting, the resolution was approved by the remaining directors present.

15

2. Appointment of Members of the Second Sustainability Development Committee Chiang,Shih-Feng Lin,Chun-Nan As appointed committee member Except for the recused directors, who did not participate in the discussion or voting, the resolution was approved by the remaining directors present.
2025.08.13 1. Proposal on Distribution of Directors' Remuneration for Fiscal Year 2024 Chiang,Yi-Hsin Chiang,Shih-Feng Lin,Chun-Nan Ho,Jhi-Wu Director Except for the recused directors, who did not participate in the discussion or voting, the resolution was approved by the remaining directors present.
2025.11.07 1. Proposal on the Employee Stock Subscription Plan and List of Managers for Subscription under the Cash Capital Increase through Public Offering Prior to Listing in 2025 Chiang,Shih-Feng Lin,Chun-Nan Serving concurrently as a managerial officer. Except for the recused directors, who did not participate in the discussion or voting, the resolution was approved by the remaining directors present.
2025.12.19 1. Proposal regarding the 2025 year-end bonus for managerial personnel Chiang,Shih-Feng Lin,Chun-Nan Serving concurrently as a managerial officer. Except for the recused directors, who did not participate in the discussion or voting, the resolution was approved by the remaining directors present.
  1. Evaluation cycle and period(s) of the board of directors' self-evaluations (or peer evaluations) and the evaluation method and content:

The Company has completed the 2025 Board of Directors self-evaluation. The evaluation results are disclosed in the table below and were reported by the Corporate Governance Officer at the Board meeting on March 10, 2026.

Evaluation cycle Period of evaluation Scope of evaluation Evaluation method Evaluation content
Once a year From January 1, 2024 to December 31, 2024 Overall Board of Directors Internal Self-Evaluation of the Board The evaluation covers indicators including the Board's level of involvement in company operations, enhancement of decision-making quality, Board composition and structure, director nomination and ongoing training, and internal control systems.
Self-evaluation results:
The average score across all indicators is 4.87 out of 5.00, indicating that the overall Board operations are considered normal and effective.
Individual Board Members Board members Self-evaluation The five major evaluation dimensions include understanding of the Company's goals and mission, directors' awareness of their responsibilities, level of participation in company operations, internal relationship management and communication, directors' professional expertise and ongoing training, as well as internal control systems.

16

Self-evaluation results: The average score across all indicators is 4.77 out of 5.00, indicating that the overall operations are considered normal and effective.
Functional committees (Remuneration Committee) Internal Self-Evaluation of Committees The five major evaluation dimensions include understanding of the Company's goals and mission, directors' awareness of their responsibilities, level of participation in company operations, internal relationship management and communication, directors' professional expertise and ongoing training, as well as internal control systems. Self-evaluation results: The average score across all indicators is 4.59 out of 5.00, indicating that the overall operations are considered normal and effective.
Functional committees (Audit Committee) Internal Self-Evaluation of Committees The five major evaluation dimensions include understanding of the Company's goals and mission, directors' awareness of their responsibilities, level of participation in company operations, internal relationship management and communication, directors' professional expertise and ongoing training, as well as internal control systems. Self-evaluation results: The average score across all indicators is 4.61 out of 5.00, indicating that the overall operations are considered normal and effective.
Functional committees (Sustainability Development Committee) Internal Self-Evaluation of Committees The five major evaluation dimensions include understanding of the Company's goals and mission, directors' awareness of their responsibilities, level of participation in company operations, internal relationship management and communication, directors' professional expertise and ongoing training, as well as internal control systems. Self-evaluation results: The average score across all indicators is 4.82 out of 5.00, indicating that the overall operations are considered normal and effective.
  1. Evaluation of the targets that were adopted for strengthening of the functions of the board during the current and immediately preceding fiscal years and the measures taken toward achievement thereof.

(1) In alignment with the evolution of government policies and international corporate governance and regulatory trends, the Company continuously monitors relevant policy and regulatory developments and timely revises internal rules and regulations. The Company has also established the "Board Meeting Rules of Procedure" to ensure the effective functioning of the Board of Directors.

(2) To enhance information transparency, the Company promptly discloses information on the Market Observation Post System following Board meetings or the occurrence of material events. In addition, relevant regulations are updated and uploaded to the Company's website to safeguard shareholders' rights and interests and to strengthen external recognition and understanding of the Company.


(3) To strengthen the functions of the Board of Directors, the Company has established the "Board Performance Evaluation Guidelines." A Board performance evaluation is conducted at least once a year, and the results are submitted to the Board for review.

(II) Operation of the Audit Committee:

  1. At the annual shareholders' meeting held on June 10, 2025, the Company elected four independent directors. The Audit Committee, composed entirely of these independent directors, was established to replace the supervisory function of the supervisors.
  2. In the most recent fiscal year (2025), the Audit Committee held eight meetings (A). The attendance of independent directors is as follows:
Job title Name No. of meetings attended in person (B) No. of meetings attended by proxy In-person attendance rate (%)(B/A) Remarks
Independent Director Committee Convener Huang, Pei-How 8 - 100.00%
Independent Director Hsiao, Yun-Lung 8 - 100.00%
Independent Director Shu, Ping-Huei 7 1 87.50%
Independent Director Chen, Yi-Chun 7 1 87.50%

Other information required to be disclosed:

  1. If any of the following circumstances exists, specify the audit committee meeting date, meeting session number, content of the motion(s), the content of any dissenting or qualified opinion or significant recommendation of the independent directors, the outcomes of audit committee resolutions, and the measures taken by the Company based on the opinions of the audit committee.

(1) Any matter under Article 14-5 of the Securities and Exchange Act:

Date Audit Committee's resolution The Company's handling of the Audit Committee's opinion Date/Term of the Audit Committee
2025.03.12 1. Proposal on Distribution of Employee Compensation and Director Remuneration for Fiscal Year 2024
2. Proposal on the 2024 Consolidated and Parent Company Financial Statements and Business Report
3. Proposal on the 2024 Earnings Distribution
4. Proposal on Evaluation of the Independence and Suitability of the Certified Public Accountant (CPA)
5. Proposal on Issuance of the Internal Control System Statement for Fiscal Year 2024
6. Proposal for Full Re-election of Directors
7. Proposal to Lift Non-Compete Restrictions on Newly Elected Directors
8. Proposal to Amend the Articles of Incorporation
9. Proposal to Amend the "Procedures for Prevention of Insider Trading and Handling of Material Inside Information"
10. Proposal to Amend the Internal Control System Approved by all attending committee members Approved by all attending directors
2025.04.23 1. Proposal on the List of Director Candidates (Including Independent Directors) to be Submitted by the Board of Directors Approved by all attending committee members Approved by all attending directors

| | 2. Proposal to Lift Non-Compete Restrictions on Newly Elected Directors at the Annual General Meeting of Shareholders
3. Proposal on Certified Public Accountant (CPA) Audit and Certification Fees
4. Proposal to Amend the Accounting System | | |
| --- | --- | --- | --- |
| 2025.05.20 | 1. Proposal on the Financial Statements for the First Quarter of 2025
2. Proposal on Issuance of the CPA Special Review Internal Control System Statement
3. Proposal to Establish the “Organizational Charter of the Sustainability Development Committee”
4. Proposal on Appointment of Members of the Company’s First Sustainability Development Committee
5. Proposal to Amend the “Procedures for Financial Statement Preparation Process”
6. Proposal to Amend the “Procedures for Prevention of Insider Trading and Handling of Material Inside Information”
7. Ratification of Office Leasing to a Related Party for the Period January 2018 to June 2024 | Approved by all attending committee members | Approved by all attending directors |
| 2025.06.10 | Appointment of Members of the Second Sustainability Development Committee | Approved by all attending committee members | Approved by all attending directors |
| 2025.08.13 | Election of the Chairperson of the Board | Approved by all attending committee members | Approved by all attending directors |
| 2025.09.05 | Proposal on Issuance of New Shares through Cash Capital Increase via Public Offering in Preparation for Initial Listing | Approved by all attending committee members | Approved by all attending directors |
| 2025.11.07 | 1. Proposal on the Financial Statements for the Third Quarter of 2025
2. Proposal on the Employee Stock Subscription Plan and List of Managers for Subscription under the Cash Capital Increase through Public Offering Prior to Listing in 2025 | Approved by all attending committee members | Approved by all attending directors |
| 2025.12.19 | 1. 2026 Internal Audit Plan
2. Proposal to Amend the “Sustainability Best Practice Principles”
3. Proposal to Amend the “Rules of Procedure for Board of Directors Meetings” | Approved by all attending committee members | Approved by all attending directors |

(2) In addition to the matters referred to above, any matter that was not approved by the audit committee but was approved by a two-thirds or greater majority resolution of the board of directors: None.

  1. Implementation of recusals of independent directors with respect to any motions with which they may have a conflict of interest: specify the independent director’s name, the content of the motion, the cause for recusal, and whether and how the independent director voted: None.

  2. Communication between the independent directors and the chief internal audit officer and the CPAs that serve as external auditor (including any significant matters communicated about with respect to the state of the company’s finances and business and the method(s) and outcomes of the communication.):

(1) Communication among Independent Directors, the Audit Committee, and the Head of Internal Audit

A. The Head of Internal Audit of the Company maintains direct and ad hoc communication with the independent directors as needed, ensuring smooth and open communication channels.

B. The Head of Internal Audit submits the audit report for the preceding month to the independent directors by the end of each month, reporting on audit activities and results.


C. The Head of Internal Audit attends every meeting of the Audit Committee and, at least once per quarter, reports to the Audit Committee on the execution of the audit plan and the status of deficiency improvements.

D. Summary of the Head of Internal Audit’s regular communications regarding audit reports with the Board of Directors and the Audit Committee in fiscal year 2025:

Date Conference Name Communication Summary Recommendations and Company Handling Situation
2025.03.12 1st Audit Committee Meeting of 2025 Audit Execution Report None
2025.04.23 2nd Audit Committee Meeting of 2025 Audit Execution Report None
2025.08.13 5th Audit Committee Meeting of 2025 Audit Execution Report None
2025.12.19 8th Audit Committee Meeting of 2025 Audit Execution Report None

(2) Communication among Independent Directors, the Audit Committee, and the External Auditors

A. The Company invites the external auditors to attend meetings of the Audit Committee and the Board of Directors to communicate and discuss relevant matters with the directors. The auditors also report to the independent directors on the audit (or review) results of the financial statements and the annual audit plan, and engage in discussions and exchanges of views.

B. Key communication matters in fiscal year 2025:

Date Conference Name Communication Summary Recommendations and Company Handling Situation
2025.03.12 1st Audit Committee Meeting of 2025 Audit status of the financial statements for fiscal year 2024 None
2025.05.20 2nd Audit Committee Meeting of 2025 Review status of the financial report for the first quarter of 2025 None
2025.08.13 5th Audit Committee Meeting of 2025 Review status of the financial report for the second quarter of 2025 None
2025.12.19 8th Audit Committee Meeting of 2025 Independence, audit planning, and updates on regulatory requirements None

(III) Corporate Governance – Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the Reasons

Item Implementation status Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons
Yes No Summary description
I. Has the Company established and disclosed its Corporate Governance Best-Practice Principles based on the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies? V The company has established its “Corporate Governance Best Practice Principles,” which have been uploaded to the company’s website and the Market Observation Post System for public access. No significant discrepancies.
II. Shareholding Structure and Shareholders’ Rights
(I) Does the Company have Internal Operation Procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters. If yes, have these procedures been implemented accordingly? V In addition to appointing a spokesperson and a deputy spokesperson, the Company has also established an investor mailbox to handle shareholders’ suggestions, inquiries, and related matters. To date, however, no disputes or litigation with shareholders have arisen. No significant discrepancies.
(II) Does the Company know the identity of its major shareholders and the parties with ultimate control of the major shareholders? V In addition to entrusting the share administration department of Fubon Securities to handle shareholder services, the Company also assigns dedicated internal personnel to manage related matters, enabling effective monitoring of the list of major shareholders. Furthermore, in accordance with applicable laws and regulations, the Company reports monthly information on directors’ and major shareholders’ shareholdings and any changes in share ownership. No significant discrepancies.
(III) Has the Company built and implemented a risk management system and a firewall between the Company and its affiliates? V The Company has established the “Management Regulations for Transactions with Group Enterprises, Related Parties, and Specific Companies” as well as the “Subsidiary Supervision and Management Regulations.” All transactions and dealings with related enterprises are conducted on a fair and reasonable basis, with necessary control mechanisms in place, thereby reducing operational risks. No significant discrepancies.
(IV) Has the Company established internal rules prohibiting insider trading of securities based on undisclosed information? V The Company has established the “Procedures for Preventing Insider Trading and Handling Material Non-Public Information” and the “Code of Ethical Conduct,” which stipulate that insiders are prohibited from using their positions of authority or access to non-public market information to trade securities for improper gains. No significant discrepancies.
III. Composition and responsibilities of the board of directors
(I) Have a diversity policy and specific management objectives been adopted for the board and have they been fully implemented? V The Company has adopted a board diversity policy under its “Corporate Governance Best Practice Principles.” The Board currently consists of eight directors, including two employee directors, accounting for 25% of the Board; four independent directors, accounting for 50%; and one female director, accounting for 12.5%. Each director has accumulated many years of practical experience in their respective No significant discrepancies.
governance and management of the board.

Item Implementation status Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons
Yes No Summary description
professional fields and possesses the skills and competencies required to perform their duties, covering areas such as industry, business, finance, and accounting that are essential to the Company’s operations. In addition, all directors complete at least six hours of continuing education annually, which has provided substantial benefits to the Company’s operations and development.
(II) Has the Company voluntarily established other functional committees in addition to the remuneration committee and the audit committee? V The Company currently has a Remuneration Committee and an Audit Committee, both of which are composed entirely of independent directors. In addition, pursuant to a resolution of the Board of Directors on May 20, 2025, a Sustainability Development Committee was established. It is currently composed of three members: Director Chiang Shih-Feng, Director Lin Chun-Nan, and Manager Hsieh Yi-Feng, to promote and implement sustainability initiatives. Among its members, two are directors, accounting for 66.67%. No significant discrepancies.
(III) Has the Company established rules and methodology for evaluating the performance of its Board of Directors, implemented the performance evaluations on an annual basis, and submitted the results of performance evaluations to the board of directors and used them as reference in determining salary/compensation for individual directors and their nomination and additional office terms? V The Company has established the “Board Performance Evaluation Procedures” and has conducted an annual board performance evaluation since 2023. The scope of the evaluation covers the Board of Directors, individual board members, and the operation of functional committees. The results of the evaluation are submitted to the Board of Directors for review. The evaluation results for 2025 are set out in the section “Board Operations” of this annual report. No significant discrepancies.
(IV) Does the Company regularly evaluate its external auditors’ independence? V The Company evaluates the independence and suitability of its signing auditors at least once a year, with reference to Audit Quality Indicators (AQIs). The evaluation covers factors such as the auditors’ professional qualifications, tenure of continuous audit services, absence of any conflict of interest with the Company, lack of familial relationships with the Company’s responsible persons or managers, completion of regular continuing education, and whether the auditors and their firm have sufficient personnel and time to conduct audit work and charge reasonable fees. After obtaining the auditors’ declaration of independence, the evaluation results were submitted to the Audit Committee and the Board of Directors on March 10, 2026, and were approved by resolution. No significant discrepancies.
IV. Does the TWSE/TPEx listed company have in place an adequate number of qualified corporate governance officers and has it appointed a chief corporate governance officer with responsibility V The Company, by resolution of the Board of Directors on August 7, 2024, appointed Manager Huang Yuan-Hui as the Corporate Governance Officer to assist in providing directors and supervisors with information required for the performance of their duties, ensuring directors’ and supervisors’ compliance with laws and regulations, No significant discrepancies.

Item Implementation status Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons
Yes No Summary description
corporate governance practices (including but not limited to providing information necessary for directors and supervisors to perform their duties, aiding directors and supervisors in complying with laws and regulations,organizing board meetings and annual general meetings of shareholders as required by law, and compiling minutes of board meetings and annual general meetings)? handling matters related to Board and shareholders’ meetings in accordance with the law, and preparing minutes of Board and shareholders’ meetings.
The main responsibilities and execution status in 2025 are as follows:
1. Handling meeting-related matters and preparing minutes for the Board of Directors, Remuneration Committee, and Audit Committee in accordance with the law.
2. Assisting directors in continuing education and completing relevant reporting procedures.
3. Assisting in the periodic performance evaluation of the Board of Directors and functional committees to enhance their efficiency.
4. Providing directors with information necessary for the execution of their duties.
5. Assisting directors in complying with laws and regulations, including handling shareholding change disclosures in accordance with legal requirements.
6. Handling shareholders’ meeting-related matters and preparing meeting minutes in accordance with the law.
7. Reporting to the Board of Directors the results of the review on whether independent directors meet relevant legal requirements at the time of nomination and appointment, as well as during their term of office.
8. Managing matters related to the appointment and resignation of new and outgoing directors.
9. Other matters stipulated in the Articles of Incorporation or contractual agreements.
V. Has the Company established channels for communicating with its stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) and created a stakeholders’ section on its company website? Does the Company appropriately respond to stakeholders’ questions and concerns on important corporate social responsibility issues? V The Company has established a spokesperson system to serve as a communication channel with stakeholders. In addition, a Corporate Governance section has been set up on the Company’s website to disclose financial, business, and corporate governance-related information, providing stakeholders with sufficient information for their assessment and thereby safeguarding their rights and interests. No significant discrepancies.
VI. Has the Company appointed a professional shareholder services agent to handle matters related to its shareholder meetings? V The Company has appointed the Shareholder Services Department of Fubon Securities Co., Ltd. to assist in handling shareholders’ meetings and related shareholder services matters. No significant discrepancies.
VII. Information Disclosure
(I) Has the Company established a corporate website to disclose information regarding its V The Company has established an official website and discloses financial, business, and corporate governance information through both the Market Observation Post No significant discrepancies.

Item Implementation status Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons
Yes No Summary description
financials, business, and corporate governance status? System and its corporate website.
(II) Does the Company use other information disclosure channels (e.g., maintaining an English-language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)? V The Company has established both Chinese and English corporate websites, with dedicated sections for investor relations and corporate governance. Financial, business, and corporate governance information is regularly updated for investors’ reference. In addition, the spokesperson system is implemented in accordance with regulations, with investor feedback properly handled via telephone or an investor mailbox. Presentation materials and video recordings from the Company’s investor conferences are also disclosed on the Market Observation Post System and the Company’s website.
(III) Does the company publish and report its annual financial report within two months after the end of the fiscal year, and publish and report its financial reports for the first, second, and third quarters as well as its operating statements for each month before the specified deadlines? V The Company publishes and files its annual and first, second, and third quarter financial reports, as well as monthly operating results, in advance within the prescribed deadlines.
VIII. Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ continuing education, the implementation of risk management policies and risk evaluation standards, the implementation of customer relations policies, and purchasing liability insurance for directors and supervisors)? V 1. Employee rights and care: The Company has established comprehensive employee welfare measures.
2. Investor relations: The Company has implemented a spokesperson system and an investor mailbox to respond to investors’ inquiries and concerns. In addition, financial information and material announcements are disclosed in accordance with regulations on the Market Observation Post System to ensure that shareholders have timely access to the Company’s financial and material information.
3. Supplier relationships: The Company maintains sound relationships with suppliers, customers, and financial institutions based on principles of integrity and mutual benefit.
4. Stakeholder rights: The Company has appointed both a spokesperson and a deputy spokesperson to facilitate direct communication with stakeholders.
5. Directors’ continuing education: The Company regularly assists in arranging annual training for directors on corporate governance, securities regulations, and related topics as appropriate.
6. Implementation of risk management policies and risk measurement standards: The Company has established various internal management policies in accordance with applicable laws and conducts risk management and assessment in

Item Implementation status Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons
Yes No Summary description
accordance with these procedures.
7. Customer policy implementation: The Company strictly complies with contracts and relevant regulations entered into with customers to safeguard customer rights and ensure high-quality service.
8. Directors’ liability insurance: The Company has purchased liability insurance for its directors and reports the renewal of the insurance policy to the Board of Directors annually after each renewal.
IX. Please describe improvements that have already been made based on the Corporate Governance Evaluation results released for the most recent fiscal year by the Corporate Governance Center, Taiwan Stock Exchange, and specify the priority enhancement objectives and measures planned for any matters still awaiting improvement:
The Company is not included among the companies subject to evaluation.

24


(VI) Remuneration Committee – Composition, Responsibilities, and Operation

  1. Information on Remuneration Committee Members

The Company's Board of Directors resolved on June 10, 2025, to appoint four part-time members to the Remuneration Committee: Huang Pei-How, Shu Ping-Huei, Hsiao Yun-Lung, and Chen Yi-Chun. Their term of office shall commence on the date of appointment by the Board and expire on June 9, 2028, which coincides with the expiration date of the current Board's term. The Committee shall operate in accordance with the Company's "Organizational Charter of the Remuneration Committee."

The members of the Company's Remuneration Committee are listed as follows:

Capacity Qualification Name Professional qualifications and experience Independence analysis Number of other public companies at which the person concurrently serves as remuneration committee member
Independent Director Committee Convener Chen Yi-Chun All members of the Remuneration Committee are independent directors. 1
Independent Director Hsiao Yun-Lung Please refer to the disclosure on Professional Qualifications and -
Independent Director Huang Pei-How Independence of Independent Directors for further information. -
Independent Director Shu Ping-Huei -
  1. Operation of the Remuneration Committee

(1) The Company's Remuneration Committee consists of four members.

(2) Term of the current committee members: from June 10, 2025, to June 9, 2028. During the most recent fiscal year (2025), the Remuneration Committee held five meetings

(A). The members' qualifications and attendance are as follows:

Job title Name No. of meetings attended in person (B) No. of meetings attended by proxy In-person attendance rate (%) (B/A) Remarks
Convener Chen Yi-Chun 7 1 87.50%
Committee member Huang Pei-How 8 - 100.00%
Committee member Hsiao Yun-Lung 8 - 100.00%
Committee member Shu Ping-Huei 7 1 87.50%
Other information required to be disclosed:
1. If the board of directors does not accept, or amends, any recommendation of the remuneration committee, specify the board meeting date, meeting session number, content of the recommendation(s), the outcome of the resolution(s) of the board of directors, and the measures taken by the Company with respect to the opinions given by of the remuneration committee (e.g., if the salary/compensation approved by the board is higher than the recommendation of the remuneration committee, specify the difference(s) and the reasons): None.
2. With respect to any matter for resolution by the remuneration committee, if there is any dissenting or qualified opinion of a committee member that is on record or stated in writing, specify the remuneration committee meeting date, meeting session number, content of the motion, the opinions of all members, and the measures taken by the Company with respect to the members' opinion: None.
  1. Information on the Nomination Committee Members and Its Operations: Not applicable.

(V) Promotion of Sustainable Development – Implementation Status and Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons

Item Implementation status Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No Summary description
I. Has the Company established a governance framework for promoting sustainable development, and established an exclusively (or concurrently) dedicated unit to be in charge of promoting sustainable development? Has the board of directors authorized senior management to handle related matters under the supervision of the board? V 1. To promote and implement sustainable operations and management, the Company adopted the “Sustainability Best Practice Principles” at the Annual General Meeting of Shareholders on June 28, 2024, which serve as the basis for the Company’s planning and compliance with relevant regulations.
2. To advance sustainable development, the Company appointed, through a Board resolution on June 10, 2025, three members to the Second Sustainability Development Committee: Director Chiang, Shih-Feng, Director Lin, Chun-Nan, and Manager Hsieh, Yi-Feng. Independent directors/accounting for 66.67% of the committee members, are responsible for supervising and promoting the execution of sustainability initiatives. The Office of the President is designated to plan and implement sustainability governance, and to regularly report execution status to the Sustainability Development Committee and the Board of Directors. No significant discrepancies.
II. Does the company conduct risk assessments of environmental, social and corporate governance (ESG) issues related to the company’s operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? V In accordance with the principle of materiality in sustainable development, the Company conducts risk assessments of key issues. The boundaries used in the Company’s risk assessments are consistent with those applied to the environmental and social issues presented in the following appendix. The relevant risk management policies and strategies are described as follows:
1. Environmental Issues: The Company has established standard operating procedures in accordance with the characteristics of the automotive industry and requires employees to follow prescribed procedures in their daily operations. It also conducts periodic awareness campaigns regarding occupational safety, health, and environmental risk control measures and precautions for work environments and activities.
2. Social Issues: The Company has long been committed to fostering a friendly workplace environment. In terms of policies, the Company complies with applicable labor regulations and has established internal rules and procedures, including the “Work Rules,” “Sustainability Best Practice Principles,” and “Employee Handbook,” which clearly define matters such as employee recruitment and termination, compensation, working hours, leave, and attendance, thereby safeguarding employees’ legal rights and reasonable compensation. Labor-management meetings are also held regularly for communication. In addition, the Company requires suppliers to sign corporate social responsibility agreements to jointly promote CSR initiatives. No significant discrepancies.

Item Implementation status Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No Summary description
3. Corporate Governance Issues: The Company has established its “Corporate Governance Best Practice Principles” with reference to the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.” These principles include provisions on protecting shareholder rights, strengthening board functions, respecting stakeholder interests, and enhancing information transparency.
III.Environmental Issues
(I) Has the Company set an environmental management system designed to industry characteristics? V The Company has established standard operating procedures in accordance with the characteristics of the automotive industry and has obtained ISO 14001 certification. Employees are required to follow these procedures in their daily operations. In addition, the Company conducts periodic awareness campaigns on occupational safety and health risk control measures and relevant precautions for work environments and activities. No significant discrepancies.
(II) Does the Company endeavor to use energy more efficiently and to use renewable materials with low environmental impact? V The Company is committed to improving the efficiency of resource utilization and implementing the principles of resource recycling and proper waste disposal by selecting treatment methods that maximize resource recovery, thereby reducing environmental impact. The Company has also promoted an electronic approval system to reduce the printing of correspondence and official documents. Internal communications and notices are likewise conducted via email to minimize paper usage, thereby reducing the environmental impact of its operations to the lowest possible level. No significant discrepancies.
(III) Has the Company evaluated the potential risks and opportunities posed by climate change for its business now and in the future and adopted relevant measures to address them? V Starting in 2025, the Company has begun identifying material climate-related risks and opportunities. The relevant disclosures will be included in the 2026 Sustainability Report. The Company will also implement corresponding mitigation and response measures for issues identified as highly material. No significant discrepancies.
(IV)Did the company collect data for the past two years on greenhouse gas emissions, volume of water consumption, and the total weight of waste, and establish policies for greenhouse gas reduction, reduction of water consumption, or management of other wastes? V Starting in 2025, the Company has begun analyzing and calculating greenhouse gas emissions generated from its operations. The relevant disclosures will be included in the 2026 Sustainability Report. In terms of green energy investment, the Company has installed a self-built solar power generation system at its plant, with an annual electricity generation capacity of 490,000 kWh.
The Company primarily uses tap water, and water resources are not a major cost component. Nevertheless, in support of environmental protection, the Company has implemented various water-saving measures, including the installation of water-efficient toilets and faucets, the reuse of drinking water and air-conditioning condensate, and the use of sludge dewatering equipment. In cooperation with the No significant discrepancies.

Item Implementation status Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No Summary description
Hefa Industrial Park, the Company has also integrated its wastewater system into a recycling treatment system.
The Company has entered into contracts with legally qualified waste disposal contractors, who are responsible for the collection and removal of industrial waste.
IV.Social Issues
(I) Has the company formulated relevant management policies and procedures in accordance with relevant laws and regulations and international human rights conventions? V The Company has established human rights policies and specific management measures in accordance with relevant laws and regulations as well as international human rights conventions. No significant discrepancies.
(II) Has the Company established and implemented reasonable employee welfare measures (include salary/compensation,leave, and other benefits), and are business performance or results appropriately reflected in employee salary/compensation? V The Company has long been committed to fostering a friendly workplace environment and places importance on diversity, equity, and inclusion. It opposes any form of discrimination based on gender, age, nationality, or other factors. In terms of policies, the Company complies with relevant labor regulations and has established internal rules such as the “Work Rules” and the “Sustainability Best Practice Principles.” Matters including employee recruitment and termination, compensation, working hours, and attendance and leave management are clearly defined and implemented. Labor-management meetings are also held regularly to safeguard employees’ legal rights and interests.
The Company has established internal control systems such as the “Work Rules” and payroll cycle controls to ensure the protection of employee compensation, leave, and various benefits. A reasonable incentive and reward system is also in place to encourage employees to perform and create value. Relevant systems are reviewed and revised as necessary on an ongoing basis. No significant discrepancies.
(III) Does the Company provide employees with a safe and healthy working environment, and implement regular safety and health education for employees? V The Company provides a safe and healthy working environment for its employees and assigns qualified personnel to receive occupational safety and health training, in order to effectively guide and ensure the implementation of workplace safety measures. No significant discrepancies.
(IV) Has the Company established effective career development training programs for employees? V For job-related skills, the Company organizes internal training programs and on-the-job training to support employees’ continuous development alongside the Company’s growth. The Company also allocates an annual training budget to provide employees with opportunities to participate in external professional courses, thereby enhancing their competencies and supporting diversified career development. No significant discrepancies.
(V) Does the company comply with the relevant laws and international standards with regards to V The Company has established a “Customer Complaint Management Procedure” to ensure that when customers raise complaints regarding product quality issues, the No significant discrepancies.

29

Item Implementation status Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No Summary description
customer health and safety, customer privacy, and marketing and labeling of products and services, and implement consumer protection and grievance policies? root causes are properly identified, effective corrective actions are taken, and recurrence is prevented. The sales department also conducts regular communications with customers to confirm customer satisfaction and collect feedback. Such feedback is subsequently reviewed through management meetings and sales meetings to ensure customer needs are effectively addressed. In addition, the Company has established a stakeholder section on its website, providing channels for business inquiries, customer questions, complaints, and suggestions. All feedback received is handled appropriately in good faith. With respect to product quality and delivery timelines, the Company has established relevant standards in compliance with applicable laws, regulations, and international standards to safeguard the rights and interests of customers and consumers.
(VI) Has the company formulated supplier management policies requiring suppliers to comply with relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and what is the status of their implementation? V The Company has established a Supplier Management Procedure under its internal control system and requires suppliers to sign quality assurance agreements and corporate social responsibility agreements. This is to ensure the quality of raw materials supplied and to jointly promote corporate social responsibility. No significant discrepancies.
V. Does the company refer to international reporting standards or guidelines when preparing its sustainability report and other reports disclosing non-financial information? Does the company obtain third party assurance or certification for the reports above? V The Company plans to issue its Sustainability Report in 2026. No significant discrepancies.
VI. If the Company has adopted its own sustainable development best practice principles based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviation from the principles in the Company’s operations: The Company has established its “Sustainability Best Practice Principles” in accordance with the “Corporate Sustainability Best Practice Principles for TWSE/TPEx Listed Companies” and taking into account its actual operational conditions, and is progressively implementing these principles. Other important information to facilitate better understanding of the company’s promotion of sustainable development: None.

(V-1) Implementation of Climate-Related Information

Items Implementation Status
1. Describe the Board of Directors' and Management's Oversight and Governance of Climate-Related Risks and Opportunities. The Company has established relevant risk management policies through the Board of Directors and management. It has also commenced greenhouse gas inventory work and will disclose the greenhouse gas inventory results in 2026 in accordance with applicable regulations. Progress of implementation will be regularly reported to the Board of Directors for oversight and control.

Items Implementation Status
2. Describe how the identified climate-related risks and opportunities affect the company’s business, strategy, and finances (short-term, medium-term, and long-term). In the short term, daily operations may be affected by extreme weather events such as typhoons, floods, or extreme heat, which could result in power outages, flooding, or network disruptions, thereby impacting production and product delivery. In the medium to long term, increasing sustainability requirements from customers, regulatory changes, or updates to international standards may create opportunities related to improved energy efficiency and growing demand for low-carbon products and services. The Company will continue to monitor these developments and adjust its strategies in a timely manner to align with industry trends and customer expectations.
3. Describing the financial impacts of extreme weather events and transition actions Extreme weather events may result in power outages, flooding, or network disruptions, thereby affecting production and product delivery. The Company will continue to monitor relevant developments and implement transformation measures in a timely manner to address future challenges such as regulatory changes and updates to international standards, in order to align with industry trends and customer expectations.
4. Describing how the identification, assessment, and management processes of climate risks are integrated into the overall risk management system The Company will continue to monitor environmental, social, and governance (ESG) issues related to its operations, assess the likelihood and impact of various risk events, and formulate appropriate risk response and control strategies.
5. When using scenario analysis to assess resilience to climate change risks, the scenarios, parameters, assumptions, analytical factors, and key financial impacts should be explained. At present, no scenario analysis has been conducted for this aspect. However, as the Company is not an energy-intensive industry, it is not expected to have a material impact on its financial position.
6. If there is a transition plan in response to the management of climate-related risks, please describe the content of the plan, as well as the metrics and targets used to identify and manage The Company currently does not have a major climate-related transition plan in place. However, in order to mitigate potential climate-related risks, it will continue to implement energy-saving measures to align with sustainability requirements and reduce environmental impact risks.
7. If internal carbon pricing is used as a planning tool, please explain the basis for setting the price. The Company has not yet adopted internal carbon pricing as a planning tool.
8. If climate-related targets have been set, please describe the activities covered, the GHG emission scopes, the implementation timeline, and the annual progress. The Company has implemented various energy-saving measures and will, in the future, align with the government’s net-zero emissions policy by establishing carbon reduction targets and planning a corresponding implementation timeline.
9. GHG Inventory and Assurance Status, and Emission Reduction Targets, Strategies, and Specific Action Plans (also reported in Sections 2-1 and 2-2). The Company has commenced an internal greenhouse gas inventory and will disclose the greenhouse gas inventory results in 2026 in accordance with applicable regulations, and will undergo verification in 2028.

1-1. Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years

1-1-1 Greenhouse Gas Inventory Information

Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years.


Unit: tons CO2e

Year Scope 1 Scope 2 Total
2025 96.65 3,979.47 4,076.12

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.

The Company will, in accordance with the sustainability development roadmap for listed companies, disclose the assurance results for 2027 in 2028.

Subsidiaries included in the consolidated financial statements will disclose the assurance results for 2028 in 2029.

1-2 Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan

Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets.

To plan greenhouse gas (GHG) reduction strategies, the company will use 2026 as the base year and, after completing that year's emissions inventory, establish 2027 reduction targets and related action plans.

(VI) Ethical Corporate Management – Implementation Status and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons

Item Implementation status Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No Summary description
I. Establishment of ethical corporate management policies and programs
(I) Does the company have an ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team? V The Company has adopted the “Ethical Corporate Management Best Practice Principles,” the “Code of Ethical Conduct,” and the “Procedures for Ethical Management and Guidelines for Conduct” pursuant to resolutions approved by the Board of Directors. These policies have been published on the Company’s website, and managers with supervisory responsibilities are required to implement them throughout the Company’s operations. No incidents involving illegal or unethical conduct occurred in 2024. No significant discrepancies.
(II) Whether the company has established an assessment mechanism for the risk of unethical conduct; regularly analyzes and evaluates, within a business context, the business activities with a V The Company has established the “Ethical Corporate Management Best Practice Principles,” the “Procedures for Ethical Management and Guidelines for Conduct,” and the “Code of Ethical Conduct.” These policies include preventive measures covering the acts specified in each subparagraph of Article 7, Paragraph 2 of the No significant discrepancies.

Item Implementation status Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No Summary description
higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in Article 7, paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPE Listed Companies? “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies.” The policies have been announced to all employees, and the Company prevents unethical business conduct through the audit mechanisms of its internal audit unit and its internal reporting and complaint systems.
(III) Does the company clearly set out the operating procedures, behavior guidelines, and punishment and appeal system for violations in the unethical conduct prevention program, implement it, and regularly review and revise the plan? V The Company has established the “Procedures for Ethical Management and Guidelines for Conduct,” which provide detailed regulations governing operating procedures, codes of conduct, disciplinary actions for violations, and complaint mechanisms. The Company also conducts periodic awareness initiatives regarding ethical corporate management and the prevention of unethical conduct. In addition, to encourage the reporting of illegal acts or violations of the Code of Ethical Conduct or the Ethical Corporate Management Best Practice Principles, the Company has established both internal and external whistleblowing channels and ensures the protection of the legitimate rights and interests of both whistleblowers and the parties concerned. No significant discrepancies.
II. Ethical Management Practice
(I) Does the company assess the ethics records of those it has business relationships with and include ethical conduct related clauses in the business contracts? V The Company expressly stipulates in its “Procedures for Ethical Management and Guidelines for Conduct” that, prior to engaging in business transactions, the legitimacy of counterparties must first be evaluated to avoid dealings with parties engaged in unethical conduct. In accordance with relevant regulations, if any business partner or cooperating party is found to have engaged in unethical conduct, the Company shall immediately cease business dealings with such party and designate it as a restricted counterparty, thereby implementing its ethical corporate management policy. No significant discrepancies.
(II) Has the company set up a dedicated unit to promote ethical corporate management under the board of directors, and does it regularly (at least once a year) report to the board of directors on its ethical corporate management policy and program to prevent unethical conduct and monitor their implementation? V The Company has designated the Office of the President as the dedicated unit responsible for coordinating the implementation of ethical corporate management practices across all departments and regularly consolidating and reporting the implementation results to the Board of Directors. No significant discrepancies.
(III) Has the company established policies to prevent conflict of interests, provided appropriate communication and complaint channels, and properly implemented such policies? V The Company’s “Rules of Procedure for Board of Directors Meetings” include a conflict-of-interest recusal mechanism, under which any director who has an interest in a matter under discussion, either personally or on behalf of the legal entity he or she represents, must disclose the material details of such interest at the No significant discrepancies.

Item Implementation status Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No Summary description
relevant board meeting. Where there is a concern that the interest may prejudice the interests of the Company, the director shall refrain from participating in discussions and voting on the matter, and may not exercise voting rights on behalf of another director.
In addition, the Company’s “Procedures for Ethical Management and Guidelines for Conduct” provide for conflict-of-interest controls stipulating that Company personnel may not use Company resources for commercial activities unrelated to the Company, nor may participation in external commercial activities adversely affect their work performance.
(IV) Does the company have effective accounting and internal control systems in place to enforce ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit compliance with the systems to prevent unethical conduct or hire outside accountants to perform the audits? V The Company has established effective accounting and internal control systems, which are reviewed and revised on an ongoing basis. Dedicated internal audit personnel are assigned to conduct regular audits of the accounting and internal control systems and provide recommendations for improvement to ensure the continued effectiveness of their design and implementation. Audit reports are submitted to the Audit Committee and the Board of Directors. No significant discrepancies.
(V) Does the company provide internal and external ethical corporate management training programs on a regular basis? V The Company periodically promotes the importance of ethical corporate management through employee training programs and meetings in order to prevent any violations of relevant ethical management principles. No significant discrepancies.
III. Implementation of Complaint Procedures
(I) Has the company established specific whistle-blowing and reward procedures, set up conveniently accessible whistle-blowing channels, and appointed appropriate personnel specifically responsible for handling complaints received from whistleblowers? V The Company has established the “Procedures for Ethical Management and Guidelines for Conduct” and has set up a whistleblowing mailbox, which is publicly disclosed on the Company’s website. Designated personnel are responsible for handling and processing reported cases. No significant discrepancies.
(II) Has the company established standard operation procedures for investigating the complaints received, follow-up measures taken after investigation, and mechanisms ensuring such complaints are handled in a confidential manner? V The Company has established the “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct,” which expressly stipulate the obligation to maintain the confidentiality of whistleblowers’ identities and the content of their reports. No significant discrepancies.
(III) Has the company adopted proper measures to protect whistle-blowers from retaliation for filing V The Company’s “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct” stipulate that No significant discrepancies.

Item Implementation status Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No Summary description
complaints? whistleblowers shall not be subject to any improper treatment as a result of their reporting. Any reported violations raised by employees will be investigated, and whistleblowers will be provided with confidentiality and protection measures to prevent unfair retaliation or adverse treatment.
IV. Strengthening Information Disclosure
Does the company disclose its ethical corporate management policies and the results of their implementation on its website and the Market Observation Post System (MOPS)? V The Company has established the “Procedures for Ethical Management and Guidelines for Conduct” and discloses its policy content and timely information on the Market Observation Post System and the Company’s official website. No significant discrepancies.
V.If the company has adopted its own ethical corporate management best practice principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between the principles and their implementation:
The Company has established the “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct” in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and has disclosed them on the Company’s official website and the Market Observation Post System. All employees are required to comply with these regulations, which do not materially differ from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies.
VI.Other important information to facilitate a better understanding of the status of operation of the company’s ethical corporate management policies (e.g., the company’s reviewing and amending of its ethical corporate management best practice principles):
The Company conducts annual internal control self-assessments to carefully review the implementation of its internal control system and ensure its effective operation. Major operational policies and significant matters, including investments, acquisition and disposal of assets, lending of funds to others, and provision of endorsements and guarantees, are handled in accordance with relevant laws and regulations and duly disclosed. In addition, the Company periodically evaluates compliance with relevant business processes and prepares corresponding reports.

(VIII) Other important information that enhances understanding of the Company's corporate governance practices:

  1. The training related to corporate governance participated in by the directors of the Company during the most recent fiscal year and up to the date of publication of the prospectus:
Job title Name Training Date Organizer Course Title Hours of Training
Chairman Chiang, Yi-Hsin 2025.12.04 Chinese Financial and Economic Development Association 2026 Global and Taiwan Economic, Financial, and Investment Outlook 3
Chairman Chiang, Yi-Hsin 2025.12.10 Chinese Financial and Economic Development Association The Trump Effect on ESG and Sustainable Governance 3
Director Chiang, Shih-Feng 2025.11.04 Chinese Financial and Economic Development Association Trump 2.0: U.S.-China Strategic Competition and Cross-Strait Peace/Conflict Risk Monitoring 3
Director Chiang, Shih-Feng 2025.11.12 Chinese Financial and Economic Development Association How Boards Ensure Corporate Sustainability: Focusing on Talent Identification and Development 3
Director Lin, Chun-Nan 2025.08.13 Chinese Financial and Economic Development Association Key Challenges in Taiwanese Companies' Overseas Investment Strategies 3
Director Lin, Chun-Nan 2025.10.22 Chinese Financial and Economic Development Association Industry Development and Future Opportunities of Generative AI 3
Director Ho, Jhi-Wu 2025.02.18 Chinese Corporate Governance Association How Boards Should Address 12 ESG Risk Issues 3
Director Ho, Jhi-Wu 2025.06.06 Chinese Corporate Governance Association From Workplace Bullying Cases to the Need for Promoting DEI and Enhancing Leadership 3
Director Ho, Jhi-Wu 2025.06.25 Taiwan Institute of Directors Co-Creating a Sustainable Future: Global ESG Trends Seminar 3
Director Shu, Ping-Huei 2025.08.07 Securities and Futures Institute Board Performance Evaluation 3
Director Shu, Ping-Huei 2025.12.04 Chinese Financial and Economic Development Association 2026 Global and Taiwan Economic, Financial, and Investment Outlook 3
Director Huang, Pei-How 2025.08.21 Chinese Financial and Economic Development Association Impact of Carbon Pricing on Corporate Operations 3
Director Huang, Pei-How 2025.08.29 Securities and Futures Institute How Directors and Supervisors Should Oversee the Establishment and Implementation of Robust Risk Management Systems 3
Director Hsiao, Yun-Lung 2025.07.22 Securities and Futures Institute How Corporate Governance Officers Assist in Strengthening Internal Control Systems 3
Director Hsiao, Yun-Lung 2025.07.23 Securities and Futures Institute Corporate Governance, Fair Customer Treatment Principles, and Financial Consumer Protection 3
Director Chen, Yi-Chun 2025.10.22 Chinese Financial and Economic Development Association Industry Development and Future Opportunities of Generative AI 3
Director Chen, Yi-Chun 2025.11.12 Chinese Corporate Governance Association Trends in Digital Technology and Artificial Intelligence and Related Risk Management 3
  1. The following outlines the participation of the Company's managerial officers

(including the President, Vice Presidents, accounting, finance, and internal audit officers, among others) in corporate governance-related training programs during the most recent fiscal year and up to the date of publication of this prospectus."

Job title Name Training Date Organizer Course Title Hours of Training
Director Chiang, Shih-Feng 2025.11.04 Chinese Financial and Economic Development Association Trump 2.0: U.S.-China Strategic Competition and Cross-Strait Peace/Conflict Risk Monitoring 3
Director Chiang, Shih-Feng 2025.11.12 Chinese Financial and Economic Development Association How Boards Ensure Corporate Sustainability: Focusing on Talent Identification and Development 3
Director Lin, Chun-Nan 2025.08.13 Chinese Financial and Economic Development Association Key Challenges in Taiwanese Companies' Overseas Investment Strategies 3
Director Lin, Chun-Nan 2025.10.22 Chinese Financial and Economic Development Association Industry Development and Future Opportunities of Generative AI 3
Accounting Officer Lee, Ming-Cheng 2025.11.06 China Productivity Center Capital Expenditure and Practical Applications of Enterprise Valuation 6
Accounting Officer Lee, Ming-Cheng 2025.11.10 China Productivity Center Analysis of Common Corporate Tax and Accounting Regulations and Tax Planning Strategies 7
Audit Officer Wu, Chu-Ping 2025.07.30 Institute of Internal Auditors Taiwan Audit Practices on Corporate Cost Management and Value Creation 6
Audit Officer Wu, Chu-Ping 2025.08.14 Institute of Internal Auditors Taiwan Hands-on Workshop: Generative AI × Python Web Scraping and Data Visualization 6
Corporate governance officer Huang, Yuan-Huei 2025.07.22 Taipei Exchange Briefing Session on Shareholding Disclosure for Insiders of TPEx-Listed and Emerging Companies 3
Corporate governance officer Huang, Yuan-Huei 2025.10.22 Chinese Financial and Economic Development Association Briefing Session on Shareholding Disclosure for Insiders of TPEx-Listed and Emerging Companies 3
Corporate governance officer Huang, Yuan-Huei 2025.10.28 Chinese Financial and Economic Development Association Industry Development and Future Opportunities of Generative AI 3
Corporate governance officer Huang, Yuan-Huei 2025.11.17 Chinese Financial and Economic Development Association Carbon Pricing and Green Economic Transition 3
Corporate governance officer Huang, Yuan-Huei 2025.11.27 Institute of Internal Auditors Taiwan Corporate Governance Perspective on Payroll Cycle Controls and the Labor Incident Act 3
Corporate governance officer Huang, Yuan-Huei 2025.12.02 Institute of Internal Auditors Taiwan Focus Areas in Operational Systems Auditing and Integration of Cross-Cycle and Process Controls 3

(VIII)Implementation of Internal Control System

  1. Statement on Internal Control

WHETRON ELECTRONICS CO.,LTD.

Internal Control System Statement

Date: March 10, 2026

Based on the results of self-assessment, the Company hereby makes the following declaration regarding its internal control system for the year 2025:

I. The Company acknowledges that the establishment, implementation, and maintenance of an internal control system is the responsibility of the Board of Directors and management. The Company has already established such a system. The purpose of this system is to provide reasonable assurance in achieving the objectives of operational effectiveness and efficiency (including profitability, performance, and safeguarding of assets), reliability, timeliness, and transparency of reporting, as well as compliance with applicable regulations and legal requirements.

II. Internal control systems have inherent limitations. Regardless of how well-designed they may be, even an effective internal control system can only provide reasonable assurance for the achievement of the above objectives. Moreover, due to changes in environment and circumstances, the effectiveness of an internal control system may also change over time. However, the Company's internal control system includes a self-monitoring mechanism. Upon identification of any deficiencies, the Company promptly takes corrective action.

III. The Company assesses the design and effectiveness of its internal control system in accordance with the judgment items for effectiveness of internal control systems stipulated in the "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as the "Regulations"). The judgment items adopted by the "Regulations" divide the internal control system into five components of management control processes: 1. Control Environment; 2. Risk Assessment; 3. Control Activities; 4. Information and Communication; 5. Monitoring Activities. Each component includes several items. For details, please refer to the provisions of the "Regulations."

IV. The Company has adopted the above judgment items to evaluate the effectiveness of the design and implementation of its internal control system.

V. Based on the results of the aforementioned assessment, the Company believes that as of December 31, 2024, its internal control system (including the supervision and management of subsidiaries)—covering the achievement of operational effectiveness and efficiency, reliability, timeliness, and transparency of reporting, and compliance with applicable regulations and laws—was effectively designed and implemented, and can reasonably assure the achievement of the stated objectives.

VI. This statement shall constitute a key part of the Company's annual report and prospectus for public offering, and shall be disclosed to the public. If there is any false representation, concealment, or other illegal act in the public disclosure, it will involve legal liabilities under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

VII. This statement was approved by the Company's Board of Directors on March 7, 2025. All 7 attending directors expressed no objection and agreed to the contents of this declaration, and hereby so declare.

WHETRON ELECTRONICS CO.,LTD.

Chairman: Chiang, Yi-Hsin

President: Chiang, Shin-Feng

37


  1. Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report.

Internal Control System Review
CPA Reasonable Assurance Report

To: WHETRON ELECTRONICS CO.,LTD.

The attached statement issued by WHETRON ELECTRONICS CO.,LTD. dated May 20, 2025, declaring that, as of March 31, 2025, its internal control system related to external financial reporting and safeguarding of assets was effectively designed and operating, has been subject to reasonable assurance review procedures performed by this CPA, which have now been completed.

Subject Matter, Subject Matter Information, and Applicable Criteria

The subject matter and subject matter information of this assurance engagement are the design and implementation of the internal control system of WHETRON ELECTRONICS CO.,LTD. as of March 31, 2025, relating to external financial reporting and safeguarding of assets, as well as the statement issued by WHETRON ELECTRONICS CO.,LTD. on May 20, 2025, declaring that, based on its evaluation, the internal control system related to external financial reporting and safeguarding of assets was effectively designed and operating (collectively, the "assurance subject matter").

The applicable criteria used to measure or evaluate the above assurance subject matter are the "Criteria for Evaluating the Effectiveness of Internal Control Systems" set forth in the "Regulations Governing Establishment of Internal Control Systems by Public Companies."

Inherent Limitations

Because all internal control systems have inherent limitations, the internal control system of WHETRON ELECTRONICS CO.,LTD. described above may not prevent or detect errors or fraud that have already occurred. In addition, future changes in circumstances may reduce compliance with internal control procedures; therefore, an internal control system that is effective during the current period does not necessarily remain effective in the future.

Responsibilities of Management

Management is responsible for establishing the internal control system in accordance with applicable laws and regulations, and for continuously reviewing it to maintain the ongoing effectiveness of its design and operation. Management is also responsible for evaluating its effectiveness and issuing the internal control system statement accordingly.

Responsibilities of the CPA

The responsibility of the CPA is to perform necessary procedures in accordance with the "Regulations Governing Establishment of Internal Control Systems by Public Companies" and Standard on Assurance Engagements 3000, "Assurance Engagements Other than Audits or Reviews of Historical Financial Information," in order to obtain reasonable assurance, and to express a conclusion on whether the subject matter and subject matter information comply, in all material respects, with the applicable criteria and are fairly presented.

Independence and Quality Management Standards

38


The CPA and the accounting firm to which the CPA belongs have complied with the relevant independence and other ethical requirements set forth in the Code of Professional Ethics for Certified Public Accountants. The fundamental principles of this code include integrity, objectivity, professional competence and due care, confidentiality, and professional behavior. In addition, the accounting firm adheres to quality management standards and maintains a comprehensive quality management system, including written policies and procedures related to compliance with ethical requirements, professional standards, and applicable laws and regulations.

Summary of Procedures Performed

The CPA has planned and performed necessary procedures based on professional judgment to obtain evidence relevant to the assurance subject matter. The procedures performed include understanding the company's internal control system, evaluating the process by which management assesses the overall effectiveness of the internal control system, testing and assessing the design and operating effectiveness of internal controls related to external financial reporting and safeguarding of assets, as well as performing other review procedures deemed necessary by the CPA. The CPA believes that this engagement provides a reasonable basis for the conclusion expressed.

Conclusion of Assurance Engagement

In the opinion of the CPA, based on the criteria for evaluating the effectiveness of internal control systems set forth in the "Regulations Governing Establishment of Internal Control Systems by Public Companies" the design and implementation of the internal control system of WHETRON ELECTRONICS CO.,LTD. as of March 31, 2025, relating to external financial reporting and safeguarding of assets, was, in all material respects, effectively maintained.

Furthermore, the statement issued by WHETRON ELECTRONICS CO.,LTD. on May 20, 2025, declaring that its internal control system related to external financial reporting and safeguarding of assets was effectively designed and operating, is, in all material respects, fairly stated.

KPMG Taiwan

CPA: HUANG, HAI-NING

CHEN, YEN-HUI

May 23,2025


(IX) Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.

  1. Material resolutions of shareholders' meetings
Type Date Discussion and Approval
Annual General Meeting of Shareholders 2025.06.10 1. Proposal on the 2024 Business Report and Financial Statements
2. Proposal on the 2024 Earnings Distribution
3. Proposal to Amend the Articles of Incorporation
4. Proposal to Amend the “Procedures for Loaning Funds and Making Endorsements/Guarantees”
5. Proposal for Full Re-election of Directors
6. Proposal to Lift Non-Compete Restrictions on Newly Elected Directors
  1. Material resolutions of board of directors' meetings
Type Date Discussion and Approval
First 2025.03.12 11. Proposal on Distribution of Employee Compensation and Director Remuneration for Fiscal Year 2024
12. Proposal on the 2024 Consolidated and Parent Company Financial Statements and Business Report
13. Proposal on the 2024 Earnings Distribution
14. Proposal on Evaluation of the Independence and Suitability of the Certified Public Accountant (CPA)
15. Proposal on Issuance of the Internal Control System Statement for Fiscal Year 2024
16. Proposal for Full Re-election of Directors
17. Proposal to Lift Non-Compete Restrictions on Newly Elected Directors
18. Proposal to Amend the Articles of Incorporation
19. Proposal to Amend the “Procedures for Prevention of Insider Trading and Handling of Material Inside Information”
20. Proposal to Amend the Internal Control System
Second 2025.04.23 5. Proposal on the List of Director Candidates (Including Independent Directors) to be Submitted by the Board of Directors
6. Proposal to Lift Non-Compete Restrictions on Newly Elected Directors at the Annual General Meeting of Shareholders
7. Proposal on Certified Public Accountant (CPA) Audit and Certification Fees
8. Proposal to Amend the Accounting System
Third 2025.05.20 8. Proposal on the Financial Statements for the First Quarter of 2025
9. Proposal on Issuance of the CPA Special Review Internal Control System Statement
10. Proposal to Establish the “Organizational Charter of the Sustainability Development Committee”
11. Proposal on Appointment of Members of the Company’s First Sustainability Development Committee
12. Proposal to Amend the “Procedures for Financial Statement Preparation Process”
13. Proposal to Amend the “Procedures for Prevention of Insider Trading and Handling of Material Inside Information”
14. Ratification of Office Leasing to a Related Party for the Period January 2018 to June 2024
Fourth 2025.06.10 1. Election of the Chairperson of the Board
2. Appointment of Members of the Third Remuneration Committee
3. Appointment of Members of the Second Sustainability Development Committee
Fifth 2025.08.13 1. Proposal on the Financial Statements for the Second Quarter of 2025
2. Proposal on Distribution of Directors’ Remuneration for Fiscal Year 2024

41

Type Date Discussion and Approval
3. Proposal to Amend the “Shareholder Services Administration Procedures”
Sixth 2025.09.05 1. Proposal on Issuance of New Shares through Cash Capital Increase via Public Offering in Preparation for Initial Listing
Seventh 2025.11.07 3. Proposal on the Financial Statements for the Third Quarter of 2025
4. Proposal on the Employee Stock Subscription Plan and List of Managers for Subscription under the Cash Capital Increase through Public Offering Prior to Listing in 2025
Eighth 2025.12.19 4. 2026 Internal Audit Plan
5. Proposal to Amend the “Sustainability Best Practice Principles”
6. Proposal to Amend the “Rules of Procedure for Board of Directors Meetings”
First 2026.03.10 1. Proposal on Distribution of Employee Compensation and Director Remuneration for Fiscal Year 2025
2. Proposal on the 2025 Consolidated and Parent Company Financial Statements and Business Report
3. Proposal on the 2025 Earnings Distribution
4. Proposal on the Evaluation of the Independence and Competence of the Certified Public Accountant (CPA)
5. Proposal on Issuance of the Internal Control System Statement for Fiscal Year 2025
6. Proposal for Supplementary Election of Independent Director(s)
7. Proposal to Amend the Articles of Incorporation
8. Proposal to Establish/Amend the “Standard Operating Procedures for Handling Requests from Directors”
Second 2026.04.08 1. Proposal on the List of Independent Director Candidates to be Submitted by the Board of Directors
2. Proposal to Establish the “Procedures for Sustainability Report Preparation and Assurance”

(X) The main contents of any dissenting opinions expressed and recorded or stated in writing by any director or supervisor regarding material resolutions approved by the Board of Directors in the most recent year and up to the date of publication of the annual report: None.

IV. Information on CPA Professional Fees

(I) Amounts of the audit fees and non-audit fees paid to the attesting certified public accountants and to the accounting firm to which they belong and to any affiliated enterprises as well as the details of non-audit services:

Unit: NT$ Thousands

Name of accounting firm Names of CPAs Period covered by the CPA audit Audit fees Non-audit fees (Note) Total Remarks
KPMG Taiwan HUANG,HAI-NING 2025.01.01 4,205 470 4,675 Non-audit fees are for tax certification services and other expenses.
CHEN,YEN-HUI 2025.12.31
Liu,Chung-Hui - - 395 395 Non-audit fees are for transfer pricing services.

(II) When the company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed: None.


(III) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 10 percent or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed: None.

V. Information on replacement of certified public accountant: None.

VI. Where the company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed: None.

VII. Changes in equity transfers and equity pledges by directors, managers and shareholders holding more than 10% of the shares in the most recent year and up to the publication date of the annual report.

(I) Changes in the shareholding of directors, supervisors, managers and major shareholders holding more than 10% of the shares:

Unit: shares

Job title Name 2024 2025 As of March 31, 2026
Increase (decrease) in the number of shares held Increase (decrease) in the number of pledged shares Increase (decrease) in the number of shares held Increase (decrease) in the number of pledged shares Increase (decrease) in the number of shares held Increase (decrease) in the number of pledged shares
Chairman Chiang,Yi-Hsin - - - - (155,000) -
Director and General Manager Chiang,Shih-Feng - - - - 484,000 -
Director and Chief Technology Officer Lin,Chun-Nan - - - - 30,000 -
Director MiTAC Holdings Corporation - - - - - -
Ho,Jhi-Wu - - - - - -
Independent Director Huang,Pei-How - - - - - -
Independent Director Hsiao,Yun-Lung - - - - - -
Independent Director Shu,Ping-Huei - - - - - -
Independent Director Chen,Yi-Chun - - - - - -
Vice President Lee,Wen-Chi - - - - 15,000 -
Accounting Officer Lee,Ming-Cheng - - - - - -
Corporate governance officer Huang,Yuan-Huei - - - - 22,000 -
10% major shareholder Jian Feng Investment Co., Ltd. - - 6,243,600 - - -

(II) Directors, supervisors, managers and shareholders holding more than 10% of the shares are related persons: None.


(III)Information about the counterparty of equity pledge being a related party: No such situation:None.

VIII. Information on whether the top ten shareholders in terms of shareholding ratio are related persons or spouses or relatives within the second degree of kinship

March 31, 2026; Unit: Shares; %

Name Share Ownership Share Ownership of Spouses and Children that are Minors Shares Held under Nominee Accounts Related Party or Spousal or Familial Relationship within the Second Degree of Kinship among Top 10 Shareholders Remarks
Shares % Shares % Shares % Name Relationship
Jian Feng Investment Co., Ltd. Representative: Chiang,Shih-Feng 15,282,056 17.29
2,347,437 2.66 880,678 1.00 17,032,056 19.27 Chiang, Yi-Hsing The person and the representative are father and son.
Shi Zhan Investment Yu Chuang Investment Yu Hsiang Investment Yi Zhan Investment The representatives are father and son.
King Eagle The representative is the same person.
Chiang,Shih-Feng Representative
Chiang, Yi-Hsing 10,664,249 12.06 13,976,523 15.81 Jian Feng Investment King Eagle The person and the representative are father and son.
Shi Zhan Investment Yu Chuang Investment Yu Hsiang Investment Yi Zhan Investment Representative
Chiang,Shih-Feng Father and son
MiTAC Holdings Corporation Representative: Miau, Matthew Feng Chiang 8,789,000 9.94
Shi Zhan Investment Co., Ltd. Representative:Chiang, Yi-Hsing 8,261,973 9.35
10,664,249 12.06 13,976,523 15.81 Chiang, Yi-Hsing Representative
Jian Feng Investment King Eagle The representatives are father and son.
Yu Chuang Investment Yu Hsiang Investment Yi Zhan Investment The representative is the same person.
Chiang,Shih-Feng The person and the representative are father and son.
Yu Chuang Investment Co., Ltd. Representative: Chiang, Yi-Hsing 6,488,675 7.34
10,664,249 12.06 13,976,523 15.81 Chiang, Yi-Hsing Representative
Jian Feng Investment King Eagle The representatives are father and son.
Shi Zhan Investment Yu Hsiang Investment Yi Zhan Investment The representative is the same person.
Chiang,Shih-Feng The person and the representative are father and son.
Yu Hsiang Investment Co., Ltd. Representative: Chiang, Yi-Hsing 5,924,848 6.70
10,664,249 12.06 13,976,523 15.81 Chiang, Yi-Hsing Representative
Jian Feng Investment King Eagle The representatives are father and son.
Shi Zhan Investment Yu Chuang Investment Yi Zhan Investment The representative is the same person.
Chiang,Shih-Feng The person and the representative are father and son.
CDIB Venture Capital Advantage Limited Partnership Representative: CDIB Capital Management Consulting Co., Ltd. 2,497,000 2.82

44

Name Share Ownership Share Ownership of Spouses and Children that are Minors Shares Held under Nominee Accounts Related Party or Spousal or Familial Relationship within the Second Degree of Kinship among Top 10 Shareholders Remarks
Shares % Shares % Shares % Name Relationship
Chiang, Shih-Feng 2,347,437 2.66 880,678 1.00 17,032,056 19.27 Chiang, Yi-Hsing Father and son
Jian Feng Investment King Eagle Representative
Shi Zhan Investment Yu Chuang Investment Yu Hsiang Investment Yi Zhan Investment The person and the representative are father and son.
King Eagle Ltd Representative:Shih-Feng Chiang 1,750,000 1.98
2,347,437 2.66 880,678 1.00 17,032,056 19.27 Chiang, Yi-Hsing The person and the representative are father and son.
Shi Zhan Investment Yu Chuang Investment Yu Hsiang Investment Yi Zhan Investment The representatives are father and son.
Jian Feng Investment The representative is the same person.
Chiang,Shih-Feng Representative
Yi Zhan Investment Co., Ltd. Representative: Chiang, Yi-Hsing 1,563,000 1.77
10,664,249 12.06 13,976,523 15.81 Chiang, Yi-Hsing Representative
Jian Feng Investment King Eagle The representatives are father and son.
Shi Zhan Investment Yu Chuang Investment Yu Hsiang Investment The representative is the same person.
Chiang,Shih-Feng The person and the representative are father and son.

IX. The number of shares held by the Company, its directors, supervisors, managers and enterprises directly or indirectly controlled by the Company in the same invested enterprise, and the calculation of consolidated shareholding ratio

March 31, 2026; Unit: Thousand shares; %

Reinvestment business The Company's investment Directors, supervisors, managers and those who directly or indirectly control the business investments Comprehensive investment
Number of shares Shareholding percentage Number of shares Shareholding percentage Number of shares Shareholding percentage
Thai Whetron Electronics Company Limited 40,000 100.00 40,000 100.00
Whetron International Holdings Corporation 17,748 100.00 17,748 100.00
Whetron Electronics (Japan) Co., Ltd. 100.00 100.00
Whetronmy Electronics Sdn. Bhd. 2,500 100.00 2,500 100.00
Lothian Industries Ltd. 2,500 31.25 5,500 68.75 8,000 100.00
Whetron Electronics (Suzhou) Co., Ltd. Note 1 100.00 100.00 100.00
Huiyang commerce(Suzhou) Co. Ltd. Note 1 100.00 100.00 100.00
Whetron Jaya Indonesia PT. 2,000 40.00 2,000 40.00
Sandhar Whetron Electronics Prt Ltd. 9,784 50.00 9,784 50.00

Note 1: As the company is organized as a "limited company," there is no par value or number of shares applicable.


Three. Financing Status

I. Capital and shares

(I)Source of capital

  1. Changes in the Company's share capital in the last five years up to the date of publication of the annual report

April 30, 2025

Unit: Thousand shares; NTD thousand

Year Month Issuance price (NTD) Authorized share capital Paid-in capital Remarks
Number of shares Amount Number of shares Amount Source of capital Capital contributions made with non-cash assets Others
2001.10 10 9,000 90,000 9,000 90,000
2003.02 10 12,000 120,000 12,000 120,000 Cash capital increase: $6,000 thousand
Capitalization of retained earnings: $24,000 thousand Note 1
2004.11 10 18,000 180,000 18,000 180,000 Cash capital increase: $30,000 thousand
Capitalization of retained earnings: $30,000 thousand Note 2
2005.12 10 24,000 240,000 24,000 240,000 Cash capital increase: $30,000 thousand
Capitalization of retained earnings: $30,000 thousand Note 3
2006.11 10 30,000 300,000 30,000 300,000 Cash capital increase: $30,000 thousand
Capitalization of retained earnings: $30,000 thousand Note 4
2010.12 25 100,000 1,000,000 51,900 519,000 Cash capital increase: $219,000 thousand Note 5
2016.03 10 100,000 1,000,000 57,090 570,900 Capitalization of capital surplus: $51,900 thousand Note 6
2016.05 25 100,000 1,000,000 60,000 600,000 Cash capital increase: $29,100 thousand Note 7
2018.04 25 100,000 1,000,000 65,000 650,000 Cash capital increase: $50,000 thousand Note 8
2018.10 40 100,000 1,000,000 72,000 720,000 Cash capital increase: $70,000 thousand Note 9
2018.10 18 100,000 1,000,000 72,357 723,570 Exercise of stock options: $3,570 thousand Note 9
2022.05 40 100,000 1,000,000 78,000 780,000 Cash capital increase: $56,430 thousand Note 10
2026.01 40 150,000 1,500,000 88,400 884,000 Cash capital increase: $10,400 thousand Note 11

Note 1: Approved on 2003/09/22, Ref. No. 09232690830 issued by the Ministry of Economic Affairs.
Note 2: Approved on 2004/11/04, Ref. No. 09332966260 issued by the Ministry of Economic Affairs.
Note 3: Approved on 2005/12/26, Ref. No. 09433412900 issued by the Ministry of Economic Affairs.
Note 4: Approved on 2006/11/15, Ref. No. 09533130230 issued by the Ministry of Economic Affairs.
Note 5: Approved on 2010/12/31, Ref. No. 09901291010 issued by the Ministry of Economic Affairs.
Note 6: Approved on 2016/03/28, Ref. No. 10501054960 issued by the Ministry of Economic Affairs.
Note 7: Approved on 2016/05/13, Ref. No. 10501096850 issued by the Ministry of Economic Affairs.
Note 8: Approved on 2018/04/03, Ref. No. 10701034850 issued by the Ministry of Economic Affairs.
Note 9: Approved on 2018/10/23, Ref. No. 10701130580 issued by the Ministry of Economic Affairs.


Note 10: Approved on 2022/07/05, Ref. No. 11101093150 issued by the Ministry of Economic Affairs.
Note 11: Approved on 2026/03/02, Ref. No. 11530013060 issued by the Ministry of Economic Affairs.

  1. Types of shares issued

March 31, 2026; Unit: Shares

Types of shares Authorized share capital Remarks
Outstanding shares Unissued shares Total
Common shares 88,400,000 61,600,000 150,000,000 Listed stocks
  1. Information related to the summary declaration system: None.

(II)List of major shareholders (shareholders holding more than $5\%$ of the shares or the names of the top ten shareholders, the amount of shares held and the proportion of shares held)

March 31, 2026

Unit: Shares; %

Shares Name of major shareholder Number of shares held Shareholding percentage
Jian Feng Investment Co., Ltd. 15,282,056 17.29
Chiang, Yi-Hsing 10,664,249 12.06
MiTAC Holdings Corporation 8,789,000 9.94
Shi Zhan Investment Co., Ltd. 8,261,973 9.35
Yu Chuang Investment Co., Ltd. 6,488,675 7.34
Yu Hsiang Investment Co., Ltd. 5,924,848 6.70
CDIB Venture Capital Advantage Limited Partnership 2,497,000 2.82
Chiang, Shih-Feng 2,347,437 2.66
KING EAGLE LTD 1,750,000 1.98
Yi Zhan Investment Co., Ltd. 1,563,000 1.77

(III)The Company's dividend policy and implementation status

  1. Dividend policy

If the Company has earnings in its annual final accounts, it shall first pay all applicable taxes and offset accumulated losses, and then set aside $10\%$ of the remaining balance as a legal reserve, unless the legal reserve has reached the Company's paid-in capital. A special reserve shall also be set aside in accordance with applicable laws or regulations or as required by the competent authority. If there is any remaining balance, together with unappropriated retained earnings from the previous year, the Board of Directors shall prepare a distribution proposal and submit it to the shareholders' meeting for resolution.

Where there is a net reduction in other equity items accumulated in prior periods, an equivalent amount shall be appropriated from unappropriated retained earnings as a special reserve. If insufficient, the shortfall shall be covered by appropriating from current-period net profit after tax, together with other items recognized in unappropriated retained earnings for the current period.

As a general principle, the Company shall distribute no less than $30\%$ of its annual


net profit after tax. However, as the Company is in a growth stage, the type and ratio of earnings distribution shall be determined by taking into account the Company's current and future investment environment, funding needs, domestic and international competitive conditions, and capital budgeting, while balancing shareholder interests, dividend policy, and the Company's long-term financial needs. The Board of Directors shall formulate a distribution proposal and submit it to the shareholders' meeting for discussion and resolution.

The distribution of earnings shall be made in the form of cash dividends and share dividends. The proportion of cash dividends shall not be less than 10% of the total dividends distributed for the year.

  1. Distribution of dividends in the current year

Pursuant to a resolution of the Board of Directors on March 10, 2026, the Company proposed the distribution of cash dividends to shareholders in the amount of NT$176,800,000, equivalent to a cash dividend of NT$2.0 per share based on shareholders' holdings. The proposal remains subject to approval at the 2026 Annual General Shareholders' Meeting.

  1. Expected major changes in dividend policy:

The Company does not expect any material changes to its dividend policy.

(IV) Impact of the proposed bonus shares on the Company's operating performance and earnings per share for the current year: None.

(V) Remuneration to employees, directors and supervisors

  1. The percentage or range of remuneration to employees, directors and supervisors as stated in the Articles of Incorporation

If the Company records a profit for the year, it shall allocate not less than 5% of such profit as employee remuneration. Such remuneration shall be distributed in shares or cash pursuant to a resolution adopted by the Board of Directors at a meeting attended by at least two-thirds of the directors, with the consent of a majority of the directors present. The recipients may include employees of controlled or affiliated companies who meet certain criteria. Of the total employee remuneration, not less than 30% shall be allocated to non-managerial employees in the form of salary adjustments or remuneration.

The employee remuneration and directors' remuneration referred to in the preceding paragraph shall be reported to the shareholders' meeting. However, where the Company has accumulated losses, such losses shall first be offset before any allocation is made in accordance with the foregoing percentages.

  1. The basis for estimating the amount of remuneration for employees, directors and supervisors in the current period, the basis for calculating the number of shares for employee remuneration distributed in the form of stock, and the accounting treatment when the actual amount distributed differs from the estimated amount

The amounts of employee compensation and directors' remuneration are accrued and estimated in accordance with the Company's Articles of Incorporation. If there is any difference between the estimated amounts and the actual amounts distributed, such difference shall be accounted for as a change in accounting estimate and

47


recognized in the profit or loss of the following fiscal year, without affecting the previously approved financial statements.

  1. The Board of Directors approved the distribution of remuneration

(1) Amount of remuneration to employees, directors and supervisors distributed in cash or in shares. If there is a difference with the estimated amount of the recognized expense in the year, the difference, reason and treatment should be disclosed

Pursuant to a resolution of the Board of Directors on March 10, 2026, the Company approved employee compensation of NT$14,300,000 and directors' remuneration of NT$5,600,000. The aforementioned compensation and remuneration will both be paid in cash, and there is no difference between the recognized expenses and the approved amounts.

(2) The proportion of employees remuneration distributed in the form of stock to the total net profit after tax and total employees remuneration for the period

No such circumstances have occurred.

  1. Report to the Shareholders' Meeting on the distribution of compensation and the results thereof:

The distribution of employee compensation and directors' remuneration for fiscal year 2024 was duly reported at the Annual General Shareholders' Meeting held on June 10, 2025.

The distribution of employee compensation and directors' remuneration for fiscal year 2025 will be reported at the Annual General Shareholders' Meeting scheduled for May 29, 2026.

  1. The actual distribution of remuneration to employees, directors and supervisors in the previous year (including the number of shares distributed, amount and share price), if there is a difference between the recognized remuneration to employees, directors and supervisors, the difference, reason and handling status shall be stated.

For fiscal year 2024, the Company distributed employee compensation of NT$12,300,000 and directors' remuneration of NT$4,900,000 in cash. There was no difference between the distributed amounts and the expenses recognized for fiscal year 2024.

(VI) The Company repurchases its own shares: None.

II. issuance of corporate bonds (including overseas corporate bonds): None.

III. issuance of preferred shares: None.

IV. Participation in the issuance of overseas depository receipts: None.

V. Employee stock options:

(I) The annual report shall disclose unexpired employee subscription warrants issued by the company in existence as of the date of publication of the annual report, and shall explain the effect of such warrants upon shareholders' equity. Any privately placed employee subscription warrants shall be prominently identified as such.

To attract and retain talent necessary for future development, the Company issued

48


1,000 units of employee stock options on April 7, 2025. As of the present date, none of the options have been exercised. If all options are exercised in the future, the estimated dilution effect on share capital would be approximately $1.13\%$ , which is not expected to have a material impact on shareholders' equity.

Type of Employee Stock Options First Employee Stock Option Plan of Fiscal Year 2024
Effective Registration Date and Total Number of Units 2024.09.25 : 1,000 Units
Issue Date 2025.04.07
Duration 5 years
Number of Units Issued 1,000 Units
Number of Units Available for Future Issuance -
Percentage of Shares Underlying the Options to Total Issued Shares 1.13%
Exercise Period 2027.04.07~2030.04.06
Method of Exercise Issuance of new shares
Restricted Exercise Period and Percentage 2027.04.07 50%2028.04.07 100%
Number of Shares Acquired Through Exercised Options -
Amount Received from Exercised Options -
Number of Unexercised Options 1,000 units
Subscription Price per Share for Unexercised Options NT $ 54.5 per Share
Percentage of Unexercised Options to Total Issued Shares (%) 1.13%
Impact on Shareholders' Equity No material impact is expected

(II) The annual report shall disclose the names of top-level company executives holding employee share subscription warrants and the cumulative number of such warrants exercised by said executives as of the date of publication of the annual report. The annual report shall also disclose the names of the ten employees holding employee subscription warrants authorizing purchase of the most shares, along with the cumulative number of warrants exercised by these ten employees, as of the date of publication of the annual report.

Job title Name Number of shares subscrib-able from exercise of warrants granted to the total number of issued shares Exercised Unexercised
Number of shares Exercise price Total exercise price Ratio of the number of exercised shares to the total number of issued shares Number of shares Exercise price Total exercise price Ratio of the number of exercised shares to the total number of issued shares
Managerial officers Chief Technology Officer Lin,Chun-Nan 80 0.10% - - - - 80 54.50 4,360
Vice President Lee,Wen-Chi
Accounting Officer Lee,Ming-Cheng
Corporate governance officer Huang,Yuan-Huei
Employees SW VP He o Long 227 0.29% - - - - 227 54.50 12,372
SW VP Zeng o Cheng
THW VP Xu o Chun
Director Wu o Hong
Deputy Director Su o Min
Deputy Director Cai o Hong
Deputy Director Qiu o Kai
Deputy Director Hong o Ping
Deputy Director Liu o Ling
Senior Manager Liang o Hao

VI. Issuance of new employee restricted shares: None.

VII. Issuance of new shares for mergers, acquisitions, or acquisitions other companies: None.

VIII. Implementation of capital utilization plan

Issuance of new shares for cash capital increase before IPO in 2026

(I) Approval by the competent authority: Taiwan Stock Exchange Corporation, dated November 6, 2025, Letter No. 1141804661.

(II) Total funding required for this plan: NT$445,505 thousand.

(III) Sources of funds: Cash capital increase through issuance of 10,400,000 new shares, each with a par value of NT$10. The minimum underwriting price for the competitive auction was set at 70% of the simple average trading price over the 30 business days prior to filing the auction agreement with the Securities Dealers Association of the ROC, after adjusting for stock dividends, rights issues, and cash dividends. The ceiling price was set at NT$33.06 per share. Shares were allocated to the highest bidders, with each successful bidder subscribing at their bid price.

The total amount raised through the competitive auction was NT$312,385 thousand. The public subscription offering price was determined based on the weighted average of winning bid prices and quantities; however, since the average price exceeded 1.22 times the minimum offering price, the public subscription price was set at NT$40 per share (at a premium). The proceeds from public subscription and employee subscription amounted to NT$133,120 thousand. In total, the capital increase raised NT$445,505 thousand.

(IV) Planned items and scheduled use of funds:

Unit: NTD thousand

Planned items Expected completion date Total required funds Schedule of planned fund utilization
Q1 2026 Q2 2026
Strengthening working capital Q2 2026 445,505 200,000 245,505
Total 445,505 200,000 245,505

(V) Expected benefits: The total proceeds raised under this plan amount to NT$445,505 thousand, which will be fully used to strengthen working capital. This is expected to enhance the flexibility of capital allocation, improve the Company's financial structure, and strengthen its long-term competitiveness.

(VI) Changes to the plan content, sources and use of funds, reasons for changes, pre- and post-change benefits, and the date of submission to the shareholders' meeting: Not applicable.

(VII) Date of submission to the information reporting website designated by the Financial Supervisory Commission: November 6, 2025.


Four. Operation overview

I. Operation of the Company

(I) Business content

  1. Business scope

(1) The main contents of the Company's business

A.CB01010 Mechanical Equipment Manufacturing
B.CC01110 Computer and Peripheral Equipment Manufacturing
C.CD01030 Motor Vehicles and Parts Manufacturing
D.CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified
E.F111090 Wholesale of Building Materials
F.F113990 Wholesale of Other Machinery and Tools
G.F113050 Wholesale of Computers and Clerical Machinery Equipment
H.F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
I.F211010 Retail Sale of Building Materials
J.F213030 Retail Sale of Computers and Clerical Machinery Equipment
K.F213080 Retail Sale of Machinery and Tools
L.F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories
M.IE01010 Telecommunications Service Number Agencies
N.F401991 Other Export and Import
O.CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
P.ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval

(2) Business proportion

Unit: NTD thousand; %

| Year
Item | 2024 | | 2025 | |
| --- | --- | --- | --- | --- |
| | Amount | % | Amount | % |
| Parking aid system | 3,511,149 | 66.95 | 3,527,171 | 69.18 |
| Vehicle camera lens system | 895,432 | 17.07 | 796,089 | 15.62 |
| Car alarm system | 217,193 | 4.14 | 194,144 | 3.81 |
| Blind spot detection system | 279,031 | 5.32 | 265,938 | 5.22 |
| Others | 341,735 | 6.52 | 314,858 | 6.17 |
| Total | 5,244,540 | 100.00 | 5,098,200 | 100.00 |

(3) Current products (services)

Centered on sensing technology, with intelligentization, modularization, and systemization as key development focuses, pursuing diversified products and applications across diverse markets. Main technologies and products include:

A.Ultrasonic radar technology: including parking sensor systems, kick-sensing tailgate sensors, automatic parking assist systems, automatic braking systems, and related products.
B.Automotive camera technology: including pedestrian collision warning systems, rearview camera systems, surround-view camera systems, electronic rearview mirrors, driver/passenger monitoring systems, rearview camera systems, and related products.

51


C.Millimeter-wave radar technology: including 77 GHz millimeter-wave radar, blind spot detection systems, inner-wheel difference radar systems, door obstacle avoidance systems, and related products.
D.Radio frequency technology: including remote control keys, smart keys, digital keys, anti-theft and intrusion prevention systems, and related products.

(4)New products (services) planned to be developed

A.Automotive RF wireless remote control and UWB/BT/NFC digital communication technologies.
B.Ultrasonic/microwave radar sensing and ASIC integration technologies.
C.AI intelligent driving assistance (ADAS/AVP) technologies.

2. Industry Overview

(1)The current status and development of the industry

Over the past few years, driven by the global push for energy conservation and carbon reduction, along with rapid technological advancements, the automotive industry has been evolving toward key trends: Autonomous driving, Connectivity, Electrification, and Shared mobility. Breakthroughs in semiconductors, next-generation communications, and artificial intelligence have further fueled progress and innovation in automotive electronics.

According to research by the Industrial Technology Research Institute (ITRI), the global automotive electronics market reached USD 294.9 billion in 2022 and surpassed USD 300 billion in 2023. It is projected to exceed USD 500 billion by 2030, with a compound annual growth rate (CAGR) of $7\%$ .

Global Automotive Electronics Market
img-0.jpeg
資料來源:工研院產科國際所聘建2024系列-汽車電子產業回顧與展望

Among these trends, the development of Advanced Driver Assistance Systems (ADAS) has secured a significant position within the automotive electronics field. ADAS primarily functions by using various sensing components to perceive and detect the surrounding environment, including both static and dynamic objects. These inputs are then processed and analyzed by electronic control units (ECUs)—such as calculating relative distance, speed, or identifying visual data related to driving conditions. Based on this analysis, the system provides warnings, alerts, or even active control assistance—for example, triggering audible alarms, displaying warning messages on the vehicle's screen, or activating automatic braking to slow down or stop the vehicle. This enables drivers to respond promptly to abnormal


situations, thereby enhancing driving safety and reducing the likelihood of traffic accidents. For instance, Autonomous Emergency Braking (AEB) systems use sensors such as radar or cameras to actively detect objects ahead. A processor calculates the relative distance and speed to assess the level of risk. If the driver fails to react—such as in cases of distraction when the vehicle gets too close to the one in front—the system will not only issue audible or visual warnings but may also intervene automatically to decelerate or stop the vehicle.

The company's products are centered on sensing technologies, with a focus on intelligent, modular, and system-integrated development. It aims to deliver diversified products for a wide range of market applications. Its manufacturing portfolio includes various sensing components such as ultrasonic sensors, imaging systems, millimeter-wave radar, and radio frequency technologies. These are widely applied in scenarios such as parking assistance (e.g., parking sensors, automated parking assistance systems, and AEB systems), driving safety (e.g., surround-view systems, rearview cameras, and blind-spot detection), and driving convenience (e.g., anti-theft/intrusion systems and smart key solutions).

感測元件 多元產品應用 多元市場應用
超聲波 泊車輔助 倒車雷達 自動停車輔助系統 自動煞車系統
影像 日常安全 攝影鏡頭 環車影像系統 倒車影像系統 77GHz毫米波雷達 盲區偵測系統
毫米波雷達
無線射頻 使用驅動 防盜及入侵系統 智能鍵匙 怠速燈火系統

In addition, from the perspective of sales channels for automotive components, they can generally be categorized into four types: OEM (Original Equipment Manufacturing), ODM (Original Design Manufacturing), OES (Original Equipment Service), and AM (Aftermarket). Among these, OEM, ODM, and OES belong to the original equipment market, while the AM segment refers to the aftermarket, which serves vehicle repair, maintenance, and modification with non-original parts.

The automotive and components industries together form a typical tiered supply chain system. At the center are automakers, which outsource components to first-tier suppliers. These first-tier suppliers, in turn, subcontract detailed parts to second- and third-tier suppliers, creating a multi-layered, pyramid-shaped division of labor.

From a global OEM market perspective, although the automotive industry is relatively mature with a well-established supply chain, its ecosystem has been gradually evolving in recent years due to profitability and cost pressures. Major


automakers, when expanding production capacity, have moved away from fully integrated manufacturing models. The rate of in-house component production has steadily declined, while reliance on external suppliers has increased. As a result, component manufacturers have evolved from purely contract manufacturers into key R&D partners for automakers.

This shift in the relationship between automakers and suppliers has also transferred cost pressures down the supply chain. In response, major component manufacturers have sought to reduce costs through joint ventures and outsourced production. This trend has created opportunities for Taiwanese automotive component manufacturers to further integrate into the global supply chain, leveraging their competitive advantages in both quality and cost.

The company primarily focuses on the OE market, with major clients including leading global automakers from Japan, China, the United States, and Europe. In addition to its headquarters in Taiwan, the company has established manufacturing and/or sales operations in China, Thailand, Malaysia, Japan, Indonesia (via joint ventures), and India (via joint ventures). Through strong global logistics and supply chain management capabilities, its products are distributed across Taiwan, China, the United States, Southeast Asia, and Europe to serve local automakers.

Automotive parts sales channels

Sales channels Description
Vehicle manufacturers OEM market Original equipment manufacturing commissioned by the brand for use by vehicle assembly plants
ODM market Original design and manufacturing commissioned by the brand for use by vehicle assembly plants
After-sales maintenance OES market A market where repairs use genuine original parts during after-sales maintenance
AM market A market where repairs use non-original parts during after-sales maintenance

(2)Correlation among the upstream, midstream, and downstream segments of the industry

The automotive industry is a highly precise, technical, and highly integrated comprehensive industry. Its production and manufacturing processes are extremely complex and involve a very wide scope. There are no fewer than hundreds of related satellite manufacturers, requiring coordination among various industries. The number of automotive components is quite large, often ranging between 8,000 and 15,000 per vehicle. The materials used for various components include steel, nonferrous metals, rubber, glass, asbestos, ceramics, fibers, and more. The manufacturing methods for these components include casting, stamping, forging, powder metallurgy, machining, and heat treatment. After the components are completed and pass inspection, they are sent to the main plant for assembly. Therefore, the automotive components industry can drive the development of a country's basic industries and related sectors. The relationships among the upstream, midstream, and downstream industries of the automotive sector are illustrated as follows:


img-1.jpeg

img-2.jpeg

From the value-adding activities in the automotive electronics manufacturing process, the industrial composition can be divided into electronic system suppliers, software suppliers, sensor suppliers, automotive semiconductor suppliers, other component suppliers, system integrators, automotive manufacturers, and independent parts distributors. The relationships among these components are as follows:

img-3.jpeg

Source: Industrial Technology Research Institute (ITRI) IEK-IT IS Program

(3)Various development trends and competition of products

Driven by the four core pillars of future mobility—"A.C.E.S.": Autonomous, Connectivity, Electrified, and Shared—automotive electronics is not only ushering in a once-in-a-century transformation of the traditional automotive industry, but also creating unprecedented business models for enterprises. As major technology companies such as Apple, Google, and Amazon continue to invest in electric vehicles, both corporations and investors are increasingly recognizing the immense business opportunities within the EV sector.

With the growing emphasis on vehicle electrification, intelligence, and driving safety, automotive electronics development today focuses not only on improving


mechatronic systems but also, more importantly, on integrating various driver assistance technologies. These include electronic stability control, brake assist systems, distance warning, tire pressure monitoring, navigation systems, parking assistance, and blind-spot detection, among others. By leveraging a wide range of sensing components, these systems provide drivers with critical information about vehicle status and changes in both internal and external environments. Through passive alerts or active intervention, they enable drivers to anticipate and respond to potential risks, and even assist in decision-making, thereby enhancing overall driving safety.

Furthermore, achieving autonomous driving requires vehicles to detect surrounding objects and environments rapidly, accurately, and without latency. To meet this requirement, a large number of sensing components must be deployed. According to the latest research by Yole Développement, the global automotive sensor market reached approximately USD 9.3 billion in 2023 and is projected to grow to USD 14.3 billion by 2029, representing a compound annual growth rate (CAGR) of around 7%.

(4) Market competition situation

At present, the global automotive industry is largely dominated by six major groups. Worldwide, the development of automotive component manufacturers is typically driven by vehicle assemblers. However, in Taiwan, due to the relatively small size of the domestic automotive market and the fact that new vehicle R&D technologies are largely controlled by foreign parent companies, the development of complete vehicle manufacturers has lagged behind that of component suppliers.

From the perspective of global competitiveness, Taiwan's limited market scale means that manufacturers must maintain strong advantages in both technology and cost to remain viable. As a result, component suppliers must expand overseas to achieve economies of scale. Benefiting from the continued outsourcing of OEM manufacturing orders by international automakers seeking cost efficiencies, as well as the rapid growth of automotive markets in China and Southeast Asia, Taiwanese component manufacturers have been able to steadily expand their global footprint. Looking ahead, the industry's operational outlook remains highly optimistic.

However, only a small number of domestic companies have been able to sustain long-term participation, primarily due to technological barriers and patent constraints. The automotive supply chain—both upstream and downstream—tends to be a closed market dominated by a limited number of players. Automotive components must undergo rigorous and lengthy testing and certification processes before they can be adopted by original equipment manufacturers. Prior to that, suppliers must first be recognized as having strong development potential before automakers are willing to provide detailed specifications—such as quality standards, reliability requirements, and product lifespan—for use in product development and testing. This lengthy and resource-intensive process requires substantial time and investment, often discouraging less resilient or less capable firms.

Through decades of dedicated effort, the Group has successfully obtained certification and procurement approvals from major global automakers, including Honda, Toyota, GAC, and SYM. It is currently receiving stable and ongoing orders.

56


With its competitive advantages in pricing and service, the Group is well-positioned for continued growth in the future.

  1. Overview of technology and R&D

(1) Annual R&D expenditure in the last five years

Unit: NTD thousand; %

Item 2021 2022 2023 2024 2025
Research and development expenses 367,942 395,728 429,153 420,321 431,005
Net operating revenue 2,764,782 3,713,683 4,817,810 5,244,540 5,098,200
As a percentage of net operating income 13.31% 10.66% 8.91% 8.01% 8.45%

Source: Financial information audited and certified by CPAs

(2) Technologies or products successfully developed in the past five years

Year R&D results
2021 1. DMS Driver Monitoring System
2. AI Dash Camera
3. Driver Monitoring Camera (DMC)
2022 1. First-generation motorcycle rear radar system
2. First-generation 77G rear blind-spot detection millimeter-wave radar
3. UWB digital key
2023 1. Commercial vehicle CMS electronic rearview mirror system
2. Second-generation motorcycle rear radar system
3. Rear wheel path radar
4. Passenger monitoring camera OMC
2024 1. Commercial vehicle BSIS image-based side blind spot rear wheel path warning system
2. Commercial vehicle MOIS image-based forward start blind spot warning system
3. Forward detection millimeter-wave radar
4. Automatic Emergency Braking (AEB) system
2025 1. Pedestrian detection rearview camera (AI Smart Camera)
2. Image-based Advanced Rider Assistance System (ARAS)
3. Smart headlight image sensing system (ADB)
4. First-generation integrated motorcycle digital instrument panel
  1. Short-term and mid-term business development plans

(1) Short-Term Plans

A. Continue to deepen engagement in the China market while expanding into Southeast Asia to increase market share.
B. Continue investing in process improvements and production automation to enhance efficiency and yield, thereby reducing production costs.
C. Continue reducing inventory levels and value to better respond to market fluctuations and avoid excess or obsolete stock.
D. Enhance the Group's brand visibility to support business development and attract top talent.

(2) Long-Term Plans


A.Seek strategic partners to strengthen existing capabilities and create new business opportunities.
B. Continue investing in the development of new technologies and products to reinforce technological advantages and ensure long-term competitiveness.
C. Actively pursue new customers and new vehicle program orders to expand business scale.

II. Market and production and sales overview

(I) Market analysis

  1. Sales (provision) region of major products (services)

Unit: NTD thousand; %

Year Region 2024 2025
Amount % Amount %
Domestic sales 1,358,303 25.90 1,515,172 29.72
Sales Asia 3,063,435 58.41 2,542,659 49.87
America 393,658 7.51 364,368 7.15
Others 429,144 8.18 676,001 13.26
Total 5,244,540 100.00 5,098,200 100.00

2. Market share

At present, the Group's main products are automotive electronic components such as reverse parking sensors, camera lenses, and car anti-theft devices. In addition to being a major supplier of related products in Taiwan, in recent years it has continued to deepen its presence in China, while also achieving considerable success in other overseas markets. Shipment volumes have been steadily increasing. In the future, as governments around the world increasingly prioritize driving safety, its market share is expected to grow steadily.

3. Future market supply and demand and growth

With growing global emphasis on net-zero carbon emissions, smartization and electrification will become the two major trends in the automotive industry. Under this trend, according to a DIGITIMES research report, global automobile sales in 2025 are expected to reach 91.4 million units, with an annual growth rate of $1.7\%$ . However, the global automotive market is facing multiple challenges, including tariffs imposed by major countries that will increase vehicle costs, inflationary pressure that prevents car prices from declining, and continued auto loan interest rates affecting consumers' purchasing power.

In terms of growth momentum in electric vehicle sales, although the global electric vehicle market continued to grow in 2024, the growth rate has slowed. Sales reached 17.23 million units, with an annual growth rate of $25.5\%$ . Although the Chinese market continues to dominate globally, the performance of European and American markets has been below expectations due to policy and weak demand. Looking ahead to 2025, according to a DIGITIMES research report, global electric vehicle sales are expected to reach 20.47 million units in 2025, with an annual growth rate of $18.8\%$ . The performance differences among regional markets will become more pronounced, showing a pattern of "rapid growth in China, steady recovery in Europe, and slowing growth in the United States."

Due to the fact that domestic automotive electronics industries such as reversing


radar and camera lenses are still a highly growing niche market, and products are highly customized, each automotive component must undergo strict and lengthy testing and certification before it can be adopted by automobile manufacturers. In addition, given the automotive industry's emphasis on stable quality, various automotive component suppliers are able to secure a position in the market based on their respective manufacturing strengths, resulting in low substitutability among them. Furthermore, there is no highly competitive, standard-product market that fluctuates with economic cycles in the domestic automotive components sector. According to statistics from the Ministry of Economic Affairs on industrial production, sales, and inventory, in 2024 Taiwan's "other automotive parts" production value and sales value were NT$147,629,432 thousand and NT$177,381,923 thousand respectively, representing a decrease of 3.26% and an increase of 0.13% compared to 2023. There is no significant or substantial decline in the domestic automotive components supply. It is expected that suppliers in the industry can leverage their niches to drive stable shipment momentum in Taiwan's automotive electronics supply chain.

4. Competitive advantage

(1) Maintain a stable and good relationship with customers

Because the automotive industry is an oligopolistic market and involves personal safety, product development cycles are quite long. During the process, both suppliers and major automakers must invest substantial resources and work collaboratively on various development and validation tasks. The cooperation between parties is close, making it difficult for new competitors to enter. Our group has long been engaged in the automotive components field and has already established a stable and solid foundation with many automakers through years of cooperation and multiple product programs.

(2) Continuously invest in R&D to enhance technological competitiveness

Our group recognizes that technology is the lifeline of long-term development, and therefore spares no effort in R&D investment. In addition to actively recruiting outstanding R&D talent and investing in R&D equipment, we also collaborate with relevant research institutions and scholars to enhance technological competitiveness.

(3) Stable product quality with price competitiveness

Leveraging an excellent team, our group independently develops, manufactures, and sells automotive electronic products. We are one of the few automotive electronics companies in the domestic market that have obtained TS-16949 and automaker certifications. Our product technology and quality are highly recognized in the industry. In addition, to effectively control costs, our group adopts an internationalized procurement strategy for materials and continuously enhances production management and improves manufacturing technology to increase product price competitiveness.

5. The favorable and unfavorable factors of the future development and the corresponding measures

(1) Favorable factors

High industry entry barriers; new competitors find it difficult to enter

59


The automotive industry is a closed market with a small number of manufacturers. All automotive components must undergo strict testing and certification before they can be adopted by OEMs. Prior to that, they must first be recognized as potential suppliers with development capability. Only then will automakers provide the supplier with various specifications, quality requirements, and parameters needed for product development as references for R&D and testing. If this is the first cooperation, the entire process—from qualification review, factory audit, to sample submission—may take three to five years. Overall, the verification process is lengthy and costly. Companies lacking strength and determination often withdraw when facing difficulties. The Group has already established long-term partnerships with multiple manufacturers, and its position as an automotive parts supplier is considered stable.

Governments worldwide are increasingly emphasizing automotive driving safety

In order to improve driving safety and reduce fatalities and injuries, governments around the world have in recent years introduced regulations requiring new vehicles to be equipped with various electronic assistance systems. For example, the United States requires reverse cameras, and India requires reverse warning systems. Therefore, demand for related products will continue to increase, and the Group will benefit from this trend.

(2) Disadvantage factors and response measures

Strict product quality verification and long certification time

Because the quality and reliability of automotive components involve personal safety, they are more critical than general information or consumer products. Therefore, even if a long-term cooperative relationship has already established mutual trust, new products must still undergo lengthy testing and verification (averaging about 14 months). This requires substantial capital investment and entails higher risk. Whether investing in the development of new products or maintaining existing products, the decision will affect the company's future development and represents a potential risk that cannot be overlooked.

Response measures

The Group currently, together with major customers, has accumulated multiple product certifications and mass production shipment achievements, and possesses sufficient strength and experience to address the time and cost required for future new product certifications. It will continue to strengthen cooperative relationships with customers and actively participate in the development of new vehicle models and new products.

(II) Important uses and production processes of major products

  1. Important uses of products
Main products Uses or functions
Parking aid sensors Use ultrasonic waves to detect the position and distance of vehicles and obstacles, in order to reduce collisions when parking.
Vehicle camera lens system Use in-vehicle cameras to help drivers reduce blind spots, thereby decreasing collisions or accidents.
Car alarm system Using air pressure detection, vibration detection, door lock opening/closing detection and other technologies, when a

Main products Uses or functions
vehicle experiences unauthorized intrusion, the alarm will be triggered to deter the intruder.

2. Production process

img-0.jpeg

(III)Supply status of main raw materials

Main raw materials Supplycondition
Sensors Good stability
IC chips Good stability
Lenses Good stability

(VI)List of major suppliers

  1. Names of suppliers who accounted for more than $10\%$ of the total purchase amount in any of the last two years, and their purchase amount and proportion

Unit: NTD thousand

Item 2024 2025
Name Amount As a percentage of net purchase of the whole year (%) Relationship with the issuer Name Amount As a percentage of net purchase of the whole year (%) Relationship with the issuer
1 Company II 430,762 None Company II 470,519 16.27 None
2 Company I 470,706 14.90 None Company I 391,928 13.14 None
Others 2,256,746 71.46 - Others 2,029,224 70.59 -
Net purchase amount 3,158,214 100.00 Net purchase amount 2,891,671 100.00

Description of change: There have been no significant changes in the Company's major suppliers over the past two years.

  1. Names of customers who have accounted for more than $10\%$ of total sales in any of the last two years, and their sales amount and proportion

Unit: NTD thousand

Item 2024 2025
Name Amount As a percentage of net sales of the whole year (%) Relationship with the issuer Name Amount As a percentage of net sales of the whole year (%) Relationship with the issuer
1 Group A 3,248,611 61.94 None Group A 2,293,549 44.99 None
2 Group C 114,522 2.18 None Group C 1,001,508 19.64 None
3 Group B 585,032 11.16 Group B 644,466 12.64
Others 1,296,375 24.72 - Others 1,158,677 22.73 -
Net purchase amount 5,244,540 100.00 Net purchase amount 5,098,200 100.00

Description of change: Due to the end customer's adjustment of the supply structure, orders originally sold to Group A have been changed to sales to Group C.

III.Number of employees, average years of service, average age and educational background in the most recent two years and up to the date of publication of the annual report


Unit: Persons; Age; Year; %

Year 2024 2025
Number of employees Indirect personnel 476 447
Direct personnel 491 523
R&D personnel 246 269
Total 1,213 1,239
Average age (years) 36.58 37.38
Average years of service (years) 4.86 5.18
Educational background ratio Ph.D. 0.49% 0.48%
Master's degree 8.00% 9.93%
University/College 50.62% 48.34%
High school or below 40.89% 41.25%

IV. Information on environmental protection expenditure

Description of the impact of current pollution situation and its improvement on the Company's earnings, competitive position and capital expenditures, as well as the significant environmental protection expenditures expected in the next two years:

The Kaohsiung City Government Environmental Protection Bureau conducted a toxic chemical substances inspection at the Company's Hefa Plant on December 2, 2024, and found that the explosion-proof warehouse contained methyl isobutyl ketone paint, the concentration of which had reached the regulated threshold. However, the Company had not obtained approval documents for toxic chemical substances and was nonetheless operating them. The substances were sealed on site. This violated Article 8, Paragraph 4 of the Toxic and Concerned Chemical Substances Control Act. Accordingly, on December 30, 2024, the Kaohsiung City Environmental Protection Bureau issued Administrative Penalty Letter No. 34-113-120002, imposing a fine of NT$60,000 on the Company and requiring 2 hours of environmental education training. Following the inspection, the Company immediately applied for approval of toxic chemical substances for the Hefa Plant and obtained a consent letter issued by the Kaohsiung City Environmental Protection Bureau on December 11, 2024.

V. Labor-management relations

(I) List the Company's employee welfare measures, further education, training, retirement systems and their implementation status, as well as labor-management agreements and various employee rights protection measures

  1. Employee welfare measures and implementation status

This company, in order to safeguard employee welfare, has established an Employee Welfare Committee in accordance with the law to centrally manage and utilize the employee welfare fund, which is used to handle welfare matters such as weddings, funerals, festive celebrations, holiday bonuses, employee travel, birthday gifts, and health check-ups.

  1. Employee training and education

Our company, in order to enhance employee quality and competitiveness, has established employee education and training regulations. Department heads and employees may, as needed, assign personnel or apply individually to participate in


courses and training programs organized by external institutions, thereby improving employees' professional capabilities and core competitiveness, and strengthening comprehensive training and continuing education channels for employees.

  1. Retirement system and implementation status

Our company, in accordance with the Labor Pension Act, contributes no less than 6% of each employee's monthly salary every month to the employee's labor pension account, and handles matters related to retiring employees in accordance with the provisions of the Labor Pension Act and relevant personnel management regulations.

  1. Various measures for labor-management coordination and protection of employees' rights

The company maintains a harmonious and good labor-management relationship. Employees can communicate through labor-management meetings regarding various company systems and workplace environment issues, which can also serve as an important reference for administrative management, while maintaining positive labor-management interaction. In addition, the company has established an employee welfare committee responsible for handling employee welfare matters and periodically organizes activities to enhance a harmonious working atmosphere and strengthen team cohesion between labor and management.

(II) Describe the losses suffered by the Company due to labor disputes in the most recent two years and up to the date of publication of the annual report (including labor inspection results that violate the Labor Standards Act, and list the date of the penalty, penalty number, violation of the law, violation of the law, and the content of the penalty), and disclose the estimated amount and response measures that may occur currently and in the future. If it is impossible to reasonably estimate, explain the fact that it is impossible to reasonably estimate:

  1. Our company's female employee surnamed Huang (hereinafter referred to as "Ms. Huang") claims that she was employed by our company from July 11, 2022 to September 21, 2023, working as an electronic operator. After Ms. Huang resigned, the company allegedly failed to pay severance pay, notice-period wages, overtime wages, and rest-day wages in accordance with the law. Therefore, on October 25, 2023, she applied to the Kaohsiung City Government Labor Affairs Bureau for labor dispute mediation. The bureau referred the case to the Kaohsiung First Labor-Management Relations Association, which conducted mediation on November 3 of the same year; however, due to a significant gap in understanding between the parties, the mediation was unsuccessful.

As the labor dispute mediation was not concluded, Ms. Huang subsequently filed a lawsuit with the Taiwan Kaohsiung District Court on December 7, 2023, requesting the company to pay her NT$333,367. After the court's review, it determined that all of Ms. Huang's claims were without merit and therefore dismissed her lawsuit (Case No.: 112 Labor Summary No. 103). Ms. Huang has appealed the decision, and the case is currently still pending before the civil division of the Taiwan Kaohsiung District Court (Case No.: 113 Labor Summary Appeal No. 17), and has not yet been concluded.

  1. A male employee surnamed Chen employed by the company requested menstrual leave from his supervisor on February 4, 2023. However, the supervisor required the

63


employee to provide supporting documentation, in violation of Article 21 of the Act of Gender Equality in Employment. As a result, the Kaohsiung City Government Labor Affairs Bureau issued a penalty disposition letter No. 1123975560A dated December 5 of the same year, imposing a fine of NT$20,000 on the company.

  1. Our company, due to the fact that the employed worker surnamed Chen, during the period from July to November 2022 (ROC Year 111), had instances where overtime hours combined with normal working hours in a single month exceeded the statutory maximum limit, in violation of Article 32, Paragraph 2 of the Labor Standards Act, was therefore penalized by the Kaohsiung City Government Labor Affairs Bureau on December 5, 2023 (ROC Year 112) via Kaohsiung Labor Decision Letter No. 11239755600, with a fine of NT$50,000 imposed on the company.

  2. With regard to the employee surnamed Huang under our company, who took one day of personal leave on August 2, 2023 (ROC Year 112), there was an instance of excessive wage deduction. In addition, the provided payroll statement made it impossible for the employee to identify the standards and calculation methods for each payment item, which respectively violated Article 22, Paragraph 2 and Article 23, Paragraph 1 of the Labor Standards Act. Therefore, on April 18, 2024 (ROC Year 113), the Kaohsiung City Government Labor Affairs Bureau issued Kaohsiung Labor Decision Letter No. 11332176800, imposing fines of NT$20,000 each (a total of NT$40,000) on the company.

  3. On March 13, 2023 (ROC Year 112), the Labor Inspection Office of the Kaohsiung City Government Labor Affairs Bureau conducted a labor inspection and found that the company's Hefa Plant had failed to register its management unit or managerial personnel in accordance with the content and method announced by the central competent authority, and had not submitted the information to the labor inspection agency for record, in violation of Article 86 of the Occupational Safety and Health Management Regulations and Article 23, Paragraph 1 of the Occupational Safety and Health Act. Therefore, on March 14 of the same year, a correction notice was issued under Kaohsiung Labor Inspection Document No. 11270483200, requiring the company to complete improvements by a specified deadline. The company has completed the improvements within the deadline and reported them to the Kaohsiung City Government Labor Affairs Bureau Labor Inspection Office.

  4. The Labor Inspection Office of the Labor Affairs Bureau of the Kaohsiung City Government conducted a labor inspection on April 18, 2023, and found that: (1) the company did not, in accordance with regulations, jointly with labor representatives, establish appropriate occupational safety and health work rules based on actual needs, submit them to the labor inspection authority for recordation, and publicly announce and implement them after filing; (2) the company, which employs 382 workers, did not, based on the risk characteristics of the workers' duties and with reference to relevant guidelines announced by the central competent authority, establish and implement a prevention plan for illegal infringement during work; (3) although the company had appointed an occupational safety and health manager, an occupational safety and health officer, and a Class A occupational safety and health supervisor, it failed to register them in the Ministry of Labor's Occupational Safety and Health Administration's digital personnel system and report them to the labor

64


inspection authority for recordation. These actions violated Article 324-3, Paragraph 2 of the Occupational Safety and Health Facility Rules, Article 86 of the Occupational Safety and Health Management Regulations, and Articles 6(2), 23(1), and 34(1) of the Occupational Safety and Health Act. Therefore, on April 24 of the same year, a letter No. 11270663500 from the Kaohsiung City Labor Inspection Office required the company to complete improvements within a specified deadline. The company completed the improvements within the deadline and reported the completion to the Labor Inspection Office of the Labor Affairs Bureau of the Kaohsiung City Government.

  1. It was further found that on June 6, 2023, the Labor Inspection Office of the Labor Affairs Bureau of the Kaohsiung City Government conducted another labor inspection and discovered that: (1) the company did not require workers serving as supervisors for organic solvent operations to receive in-service occupational safety and health training as required; (2) although the company had appointed a Class A occupational safety and health supervisor and an occupational safety and health officer, it did not assign them exclusively to occupational safety and health management duties as required; (3) the company, with 382 employees, did not establish an occupational safety and health management plan as required and did not require supervisors at all levels and relevant personnel responsible for command and supervision to implement it; (4) for hazardous chemicals used by the company, it did not establish a hazard communication plan based on actual conditions, update it in a timely manner, or implement it in accordance with the plan, and did not retain execution records for three years. These actions violated Article 18, Paragraph 1, Subparagraph 6 of the Occupational Safety and Health Education and Training Regulations, Article 3, Paragraph 2 and Article 12-1, Paragraph 1 of the Occupational Safety and Health Management Regulations, Article 17, Paragraph 1, Subparagraphs 1 and 3 of the Regulations on the Labeling and Hazard Communication of Hazardous Chemicals, and Articles 10(1), 23(1), and 32(1) of the Occupational Safety and Health Act. Therefore, on June 13 of the same year, a letter No. 11271094600 from the Kaohsiung City Labor Inspection Office required the company to complete improvements within a specified deadline. The company completed the improvements within the deadline and reported the completion to the Labor Inspection Office of the Labor Affairs Bureau of the Kaohsiung City Government.

  2. The Labor Inspection Office of the Labor Affairs Bureau of the Kaohsiung City Government conducted a labor inspection on October 18, 2023, and found that the Company had not used or applied assessment tools to conduct identification and risk assessment regarding workers performing their duties being subjected to unlawful physical or psychological harm due to the actions of others. The Company also had not established an automatic inspection plan, in violation of Article 324-3, Paragraph 1, Subparagraph 1 of the Regulations Governing Occupational Safety and Health Facilities, Article 79 of the Occupational Safety and Health Management Regulations, and Article 6, Paragraph 2 and Article 23, Paragraph 1 of the Occupational Safety and Health Act. Therefore, on October 19 of the same year, a notice was issued under Kaohsiung City Labor Inspection Document No. 11271797700. The Company has completed the improvements within the deadline and reported them to the Labor

65


Inspection Office of the Labor Affairs Bureau of the Kaohsiung City Government.

  1. It is found that the Labor Inspection Office of the Labor Affairs Bureau of the Kaohsiung City Government conducted a labor inspection on January 17, 2024, and discovered that the Company had not provided hazard prevention and communication skills training to prevent workers from suffering unlawful physical or psychological harm due to the actions of others while performing their duties, in violation of Article 324-3, Paragraph 1 of the Regulations Governing Occupational Safety and Health Facilities, Article 79 of the Occupational Safety and Health Management Regulations, and Article 6, Paragraph 2 of the Occupational Safety and Health Act. Therefore, on January 19 of the same year, a notice was issued under Kaohsiung City Labor Inspection Document No. 11370109400, requiring the Company to complete improvements within a specified deadline. The Company has completed the improvements within the deadline and reported them to the Labor Inspection Office of the Labor Affairs Bureau of the Kaohsiung City Government.

  2. The Labor Inspection Office of the Labor Affairs Bureau of the Kaohsiung City Government conducted a labor inspection on January 24, 2025, and found that the Company had not conducted evaluation and improvement of implementation effectiveness regarding the prevention of workers performing their duties from being subjected to unlawful physical or psychological harm due to the actions of others, in violation of Article 324-3, Paragraph 1, Subparagraph 7 of the Regulations Governing Occupational Safety and Health Facilities and Article 6, Paragraph 2 of the Occupational Safety and Health Act. Therefore, on February 4 of the same year, a notice was issued under Kaohsiung City Labor Inspection Document No. 11470179400, requiring the Company to complete improvements within a specified deadline. The Company has completed the improvements within the deadline.

  3. On May 7, 2025, the Kaohsiung City Government Labor Affairs Bureau Labor Inspection Office conducted a labor inspection and found that our company had not established a code of conduct to prevent workers from suffering unlawful physical or psychological harm caused by others while performing their duties. This was in violation of Article 324-3, Paragraph 1, Subparagraph 4 of the Regulations for Occupational Safety and Health Facilities, as well as Article 6, Paragraph 2 of the Occupational Safety and Health Act. Therefore, on May 9 of the same year, the Bureau issued Letter No. 11470928000, requiring the company to complete improvements within a specified deadline. Our company has completed the improvements within the deadline.

  4. The Kaohsiung City Government Labor Affairs Bureau, based on its review of the company's employee attendance records and payroll records from March to May 2025, as well as the meeting records dated June 9 and June 17, 2025, and the company's statements, determined that the company had underpaid overtime wages for employees Chen Huang ☐☐ and Lin ☐☐, in violation of Article 24 of the Labor Standards Act. The Bureau issued Letter No. 11436246500 dated August 26, 2025, imposing a fine of NT$50,000 on the company and ordering immediate correction. The company has paid the fine and completed the required improvements.

66


VI. Information Security Policy

(I) Describe the information security risk management framework, information security policies, specific management plans, and resources invested in information security management, etc.

  1. Information security management framework

The information unit is responsible for coordinating and implementing information security policies, promoting information security messages, enhancing employees' cybersecurity awareness, continuously strengthening information security management, and ensuring the security of data, systems, and networks, as well as collecting and improving the effectiveness of the organization's information security management system in terms of performance, technologies, products, or procedures, etc. The audit unit conducts annual information security audits on the internal control system—electronic data cycle (nine major cycles)—to assess the effectiveness of the company's internal control over information operations.

  1. Information and cybersecurity policies, specific management plans, and resources invested in information and cybersecurity management

To strengthen information security management, the company's main measures include: setting access permissions based on functional responsibilities; establishing supervision and security management for system development and maintenance; building data center environmental monitoring and equipment security systems; establishing firewall and internet usage security principles; network traffic monitoring; automatic antivirus scanning and virus definition updates; regular system data backups; compliance checks for installed computer software; inventory management of information assets and ensuring sustainable operations; information security education, training, and promotion; and respect for and protection of personal data. The company has also established an incident reporting, response, and follow-up improvement plan for information and cybersecurity events.

(II) List the losses incurred due to major information security incidents, as well as the possible impacts and response measures in the most recent two years and up to the date of publication of the annual report. If it is impossible to reasonably estimate, the fact that it is impossible to reasonably estimate should be explained: None.

VII. Major contracts

Nature of the contract The concerned party Start and end date of the contract Main content Restrictive clauses
Credit loans China Trust Commercial Bank July 31, 2025 to July 31, 2026 Financing agreement None
Credit loans Taipei Fubon Commercial Bank March 10, 2025 to March 20, 2030 Financing agreement None

Five. Review and analysis of financial position and operating results and risk issues

I. Financial position

Unit: NTD thousand; %

Item 2024 2025 Difference
Increase (decrease) in amount Change (%)
Current assets 2,445,453 2,756,824 311,371 12.73
Property, plant, equipment 1,771,851 1,795,403 23,552 1.33
Intangible assets 37,988 34,536 (3,452) (9.09)
Other assets 223,013 207,813 (15,200) (6.82)
Total assets 4,478,305 4,794,576 316,271 7.06
Current liabilities 1,898,940 2,103,766 204,826 10.79
Non-current liabilities 529,344 502,539 (26,805) (5.06)
Total liabilities 2,428,284 2,606,305 178,021 7.33
Share capital 780,000 780,000 - -
Capital surplus 758,418 764,140 5,722 0.75
Retained earnings 568,507 678,161 109,654 19.29
Other equity (56,904) (34,030) 22,874 (40.20)
Total equity 2,050,021 2,188,271 138,250 6.74
Description of change: (The increase or decrease percentage in the last two years is more than 20%, and the amount of change is more than NT$10 million)
Items without changes of 20% or more between the beginning and end periods, and with amounts reaching 1% of total assets for the current year.

II. Financial performance

(1) The main reasons for significant changes in operating revenue, operating net profit, and pre-tax net profit over the past two years

Unit: NTD thousand; %

Item 2023 2024 Difference
Increase (decrease) in amount Change (%)
Operating revenue 5,244,540 5,098,200 (146,340) (2.79)
Operating costs 4,249,354 3,989,510 (259,844) (6.11)
Operating gross profit 995,186 1,108,690 113,504 11.41
Operating expenses 832,015 857,475 25,460 3.06
Operating income 163,171 251,215 88,044 53.96
Non-operating revenues and expenses 82,953 38,873 (44,080) (53.14)
Income before tax 246,124 290,088 43,964 17.86
Income tax expense 43,465 63,949 20,484 47.13
Net profit for the period 202,659 226,139 23,480 11.59

The main reasons and impacts of major changes: (the increase or decrease percentage in the most recent two years is more than 20%, and the amount of change is more than NT$10 million)

  1. Increase in operating profit: mainly due to product mix optimization, which led to an overall improvement in gross profit margin.
  2. Decrease in non-operating income and expenses: mainly due to a reduction in exchange gains in 2025.

(II)Expected sales volume and basis, possible impact on the Company's future financial operations and response plans:

The industry in which the Company operates is currently in a growth stage. Going forward, the Company will continuously monitor market changes and trends to adjust its sales strategies, expand market share, and enhance profitability. It is expected that annual sales revenue will continue to maintain a growth trend in the coming years.

III.Cash flows

(I) Analysis of changes in cash flow in the most recent year

Unit: NTD thousand

Year Item 2024 2025 Increase (decrease) changes
Net cash inflow (outflow) from operating activities 744,353 467,294 (37.22) 744,353
Net cash inflow (outflow) from investing activities (207,315) (432,027) 108.39 (207,315)
Net cash inflow (outflow) from financing activities (372,504) 28,499 (107.65) (372,504)
Analysis of changes in cash flow: 1. Operating activities: Mainly due to higher accounts receivable at the end of 2023 being collected in 2024. 2. Investing activities: Mainly due to transferring cash on hand into time deposits. 3. Financing activities: Mainly due to using proceeds from the sale of the former Daliao plant in 2024 to repay bank borrowings.

(II)Improvement plan for insufficient liquidity:

If the Company has funding needs in the future, they will be met through bank borrowings or cash capital increases; therefore, cash liquidity remains adequate.

(III) Analysis of cash flow for the next year (2025)

Unit: NTD thousand

Beginning balance of cash Estimated full-year net cash flow from operating activities Estimated full-year net cash flow from investing and financing activities Estimated cash surplus (deficit) amount Remedial measures for expected cash shortfall
Investment plan Wealth Management plan
800,953 237,007 (219,540) 818,420 - -
1. Analysis of cash flow changes in the next year: (1)Operating activities: Net cash inflows are expected to increase due to projected operating profits. (2)Investing activities: Net cash outflows are expected to increase due to the subsidiary's factory construction and purchases of machinery and equipment. (3)Financing activities: Net cash outflows are expected to increase due to the expected distribution of dividends and repayment of bank loans. 2. Remedial measures for estimated cash shortage and liquidity analysis: It is currently not expected that there will be any cash shortfall. If funding is required, it will be covered by internal funds or bank loans.

IV. Impact of major capital expenditures on financial operations in recent years

Considering changes in the Southeast Asian market, in order to stabilize supply and increase production capacity, the Group planned the expansion project for Hui Chuang Thailand in 2024. A second factory in Thailand will be constructed at the current site of Hui Chuang Thailand. All related construction costs will be funded by internal resources, and therefore there will be no material impact on the Company's financial or business operations.

V. Recent investment policies, main reasons for profit or loss, improvement plans and investment plans for the coming year

(I) Reinvestment policy

Our company has long been deeply engaged in the field of automotive electronic components. In response to the growing market demand for automotive electronic parts, we are not only strengthening investments in Taiwan and the Chinese market, but also planning to enter the Southeast Asian market either through wholly owned operations or in cooperation with local enterprises depending on conditions in each country, expanding our business with a steady and proactive approach.

(II) The main reasons for the profit or loss of the reinvested business in the most recent year and the improvement plan

Unit: NTD thousand

Reinvestment business Profit (loss) of the invested companies in 2025 Operating Items Main reasons for profit or loss Improvement plan Future Investment Plans
Whetronmy Electronics Sdn Bhd. 22,036 Trading of automotive and motorcycle components and electronic products. Stable operational growth None
Thai Whetron Electronics Company Limited 147,603 Manufacturing and trading of automotive and motorcycle components and electronic products Stable operational growth None
Whetron Electronics (Japan) Co., Ltd. 4,696 Marketing, development services, and sales of automotive and motorcycle components and electronic products. Stable operational growth None
Whetron International Holdings Corporation 66,334 Overseas holding company Recognized investment gains None None
Lothian Industries Ltd. 91,803 Overseas holding company Recognized investment gains None None
Whetron Jaya Indonesia PT. 24,406 Manufacturing and trading of automotive and motorcycle components and electronic products Stable operational growth None
Sandhar Whetron Electronics Pvt Ltd. 2,896 Manufacturing and trading of automotive and motorcycle components and electronic products Stable operational growth None
Whetron Electronics (Suzhou) Co., Ltd. 92,167 Trading of automotive and motorcycle components, electronic products, materials, and related items. Operating loss Promote strategic products and reduce operating costs. None
Huiyang commerce(Suzhou) Co. Ltd. 4,240 Manufacturing and trading of automotive and motorcycle components and electronic products Stable operational growth None

(III)Investment plan for the coming year:

If future reinvestment is required, it will be carefully evaluated based on actual circumstances and handled in accordance with the company's relevant regulations and procedures.

VI. Analysis and assessment of risks

(I) The impact of interest rate, exchange rate changes, and inflation on the Company's profit and loss and future response measures:

  1. Impact of interest rate changes and future response measures:

The Group's interest expenses for fiscal years 2024 and 2025 were NT$27,346 thousand and NT$25,438 thousand, respectively, accounting for 0.52% and 0.50% of net operating revenue. These expenses were primarily incurred from bank borrowings used to construct the new Kaohsiung plant and to support working capital. Fluctuations in interest rates have had a limited impact on overall profitability. The Group regularly evaluates its bank loan interest rates and, depending on circumstances, may conduct cash capital increases to secure lower-cost operating funds.

The Group maintains strong credit relationships with its partner banks and enjoys a solid credit standing. In response to interest rate changes, the Group will continue to closely monitor interest rate trends, adjust its borrowing structure, and take necessary measures in a timely manner to mitigate the risk of significant interest rate volatility.

  1. The impact of exchange rate changes on the Company's profit and loss and future response measures:

The Group's foreign exchange gains and losses for fiscal years 2024 and 2025 amounted to NT$(2,563) thousand and NT$4,527 thousand, respectively, representing 0.05% and 0.09% of net operating revenue. The impact on the overall revenue ratio is therefore minimal.

To prevent foreign exchange gains and losses from diluting the Group's profitability, the Group will implement the following measures to manage exchange rate risk when appropriate:

(1) The Group's finance department maintains close communication with various financial institutions and continuously gathers relevant information to stay fully informed of domestic and international exchange rate trends and developments, thereby reducing the adverse impact of exchange rate fluctuations.

(2) The Group maintains foreign currency deposit accounts with its banking partners, retains foreign currency positions to meet operational foreign exchange needs, and adjusts its foreign currency holdings in response to exchange rate movements, in order to mitigate the effects of exchange rate volatility.

(3) The impact of inflation on the Company's profit and loss and future countermeasures The Company maintains close and good interactive relationships with suppliers

According to the Executive Yuan's Directorate-General of Budget, Accounting and Statistics, the projected annual growth rate of the Consumer Price Index (CPI) for fiscal year 2026 is 1.64%, indicating no significant inflationary pressure. As a result, the Group has not, to date, experienced any material impact on its profit or loss due to inflation.

In addition, the Group continuously monitors fluctuations in market prices and

71


maintains good relationships with both suppliers and customers. It adjusts product pricing and raw material inventory levels in a timely manner when appropriate. These measures are expected to help mitigate the impact of inflation on the Group.

(II) Policies for high-risk, high-leverage investments, loaning of funds to others, endorsements and guarantees, and derivatives trading, the main reasons for profit or loss, and future response measures

  1. The Group has always adhered to the principles of focusing on its core business and adopting a pragmatic approach to operations. Its financial policy is based on prudence and conservatism, and it does not engage in high-risk or highly leveraged investment activities. The Group has established internal procedures such as the “Procedures for Lending Funds to Others and Endorsements/Guarantees” and the “Procedures for Acquisition or Disposal of Assets,” which serve as the governing basis for related activities.

  2. The Company has not engaged in any lending of funds to others in the past two fiscal years. All related endorsement and guarantee matters have been handled in accordance with the “Procedures for Lending Funds to Others and Endorsements/Guarantees.”

  3. The Group’s derivatives transactions are conducted solely for hedging purposes. For detailed transaction information, please refer to the disclosure notes in the financial statements for each respective year.

(III) Future R&D plans and estimated R&D expenses:

  1. Future R&D plans:

In view of the major technological trends in the automotive industry in recent years, development has been moving toward three key objectives: zero accidents, net-zero carbon emissions, and low latency. Accordingly, product performance in terms of safety and reliability, energy efficiency and low power consumption, as well as connectivity and convenience, has become the Company’s primary direction for technological development. From the moment a user enters the vehicle, throughout the driving process, upon arrival, and even after leaving the vehicle, the Company aims to provide drivers and passengers with safe, reliable, convenient, and energy-efficient products.

In response to these trends, Whetron will continue to focus on ultrasonic radar, automotive imaging, millimeter-wave radar, and wireless RF technologies, integrating Taiwan’s ICT capabilities and AI enhancement elements (AIPlus). The Company is positioning itself in the development of intelligent sensors and AI-based advanced driving assistance applications. In addition to actively advancing toward intelligent, modular, and system-level product development to enhance technological content and added value, the Company also leverages its highly skilled R&D team and extensive experience in front-end development with OEM automakers to develop advanced, safe, reliable, and convenient automotive electronic products and services that meet customer needs.

  1. The Company's expected investment in R&D expenses:

The Group’s research and development expenses for fiscal years 2024 and 2025 amounted to NT$420,321 thousand and NT$431,005 thousand, respectively,

72


representing 8.01% and 8.45% of net operating revenue. In the future, the Group will continue to allocate R&D resources in line with market changes and the progress of new product development, with a continued focus on the development of key core technologies.

(VI) The impact of major domestic and international policy and legal changes on the financial operations of the consolidated company and the corresponding measures:

The Group conducts its daily operations in compliance with relevant domestic and international laws and regulations. It continuously monitors policy developments and regulatory changes both domestically and abroad, providing such information to management for decision-making reference, and adjusts its operational strategies accordingly. In recent years, and up to the date of publication of this prospectus, changes in domestic and international policies and laws have not had any material adverse impact on the Group's financial condition or business operations.

(V) The impact of technological changes (including information security risks) and industry changes on the financial operations of the consolidated company and the corresponding measures:

The Group continuously monitors technological changes and evolving developments within its industry. Through close collaboration with customers, it actively keeps track of the latest industry trends, continuously strengthens its R&D capabilities, and timely adjusts product development directions while expanding future market applications. As a result, technological changes and industry developments have not had any adverse impact on the Company to date.

In addition, given the continuous advancement of information technology, the Company has established a computerized information system framework, coordinated and implemented by the IT department. This includes promoting information security awareness and enhancing employees' cybersecurity consciousness, in order to maintain the proper functioning of overall information operations and the confidentiality of sensitive data, as well as to ensure the security and integrity of information systems.

For the most recent fiscal year and up to the date of publication of this prospectus, the Company has not experienced any material technological changes (including information security risks) or industry developments that would have a significant impact on its financial condition or business operations.

(VI) The impact of corporate image changes on corporate crisis management and countermeasures:

Since its establishment, the Group has adhered to the principles of integrity in business operations and a steady, pragmatic approach, maintaining a strong corporate image and complying with relevant domestic and international laws and regulations. At the same time, it has fostered harmonious labor-management relations to sustain its positive corporate reputation. As a result, there have been no incidents of corporate image deterioration leading to crises, nor has there been any need to implement crisis management measures.

73


(Ⅶ) Expected benefits and possible risks of mergers and acquisitions and corresponding measures: None.

The Group has not had any plans to merge with or acquire other companies in the most recent fiscal year and up to the date of publication of this prospectus.

If any merger or acquisition plans are pursued in the future, the Group will proceed in accordance with relevant laws and regulations, adopt a prudent approach in conducting benefit assessments and risk management, and ensure that the interests of the Company and its shareholders are properly safeguarded.

(Ⅷ) Expected benefits and possible risks of factory expansion:

To support the Group's long-term operational planning, expansion of Thai Whetron's is currently underway. The funding sources, project progress, and expected benefits are summarized as follows:

  1. Funding source

The total capital required for this expansion project is estimated at THB 309,000 thousand. As of the end of the first quarter of fiscal year 2026, THB 205,638 thousand has already been invested in construction costs and related expenses. The remaining THB 103,362 thousand expected in fiscal year 2026 will be fully funded by Thai whetron's internal resources.

  1. Project progress

To align with demand for automotive components in Southeast Asia and the Group's long-term strategic planning, the expansion plan was approved by the Board of Directors of Hsin Chong Thailand on March 21, 2024. Subsequently, considering the potential for heightened geopolitical tensions between the U.S. and China following a possible re-election of Donald Trump, and the potential need to adjust production base allocation, the expansion budget was increased to NT$309 million by a resolution of the Hsin Chong Thailand Board on August 1, 2024, and further reported to the Company's Board of Directors on November 26, 2024.

The expansion project includes factory construction, procurement of production equipment, and installation of production lines. Mass production is expected to commence in 2026 upon completion of customer certification.

  1. Expected benefits

In response to growing demand for automotive components in Southeast Asia and product requirements, and in line with the Group's long-term strategy, additional production lines will be established. Once completed, the new capacity is expected to significantly enhance production output and meet sustained long-term order growth. The anticipated benefit is driven by new equipment contributing to increased sales performance, with revenue contribution expected to begin gradually from the end of fiscal year 2026.

(IX) Risks and countermeasures faced by concentrated purchases or sales:

  1. Purchase of goods

The Group is primarily engaged in the manufacturing and sales of automotive components, with main products including reversing radar systems, camera modules, and vehicle anti-theft devices. In the past two fiscal years, more than 50% of sales have

74


been derived from a single customer group, indicating a certain degree of customer concentration.

The Group's sales are concentrated with its largest customer due to the highly specialized division of labor within the automotive supply chain. In particular, European and Japanese automotive supply chains tend to rely on long-term partnerships. New vehicle development projects involve the entire supply chain, requiring stringent and lengthy testing and certification processes before final approval by OEM automakers for mass production. Once a product successfully enters mass production, it is difficult to replace due to the high reliability requirements of automotive components, as any supplier change would require re-certification by the automaker.

Through long-term development efforts, the Group's automotive electronic products have passed certifications and procurement approvals from major OEM automakers, making it an exclusive supplier of reversing radar systems to its largest customer. This has resulted in a close interdependent relationship, making the Group less vulnerable to new competitors or product substitution.

To mitigate the risks associated with customer concentration, the Group continues to strengthen relationships with existing customers to increase customer dependency, while also expanding into other product application areas and broadening its revenue base, in order to reduce concentration risk over time.

  1. Sales of goods

In the most recent fiscal year and up to the date of publication of this prospectus, no single supplier accounted for 20% or more of the Group's total procurement, and therefore there is no risk of supplier concentration.

In addition, the Group maintains good relationships with its suppliers to ensure flexibility in supply. It also actively develops and nurtures suppliers to build a comprehensive supply chain. The Group has established stable and long-term cooperative relationships with its suppliers, and there is no risk of supply disruption.

(X) The impact and risks of large-scale transfer or replacement of equity interests of directors, supervisors or major shareholders holding more than 10% of the shares on the consolidated company and the corresponding measures: None.

(XI) Impacts and risks of changes in management rights on the Company and corresponding measures: None.

(XII) Litigious and non-litigious matters. List major litigious, non-litigious or administrative disputes that:

  1. involve the company and/or any company director, any company supervisor, the general manager, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company: None.

  2. have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation

75


commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report: None.

(XIII) Other important risks and countermeasures: None.

VII. Other important matters: None.

76


Six.Specific Notes

I. Overview of Group Companies Information Regarding Affiliates

(I) Consolidated Business Report of Affiliates

  1. Organizational Chart of Affiliates

img-1.jpeg

  1. Basic Information of Affiliated Companies

December 31, 2025

Unit: NT$ thousands

Company Name Incorporation Date Address Paid-in Capital Operating Items
Thai Whetron Electronics Company Limited 2002.01.16 Moo 7 Tambol Donhualor, Amphur Muang, Chonburi 20000 Thailand. 39,285 Manufacturing and sales of automobile anti-theft systems and reverse parking sensors.
Whetron International Holdings Corporation 2010.07.27 Landmark Square,3rd Floor,64 Earth Clise,P.O. Box 30592, Grand Cayman KY1-1203,Cayman Islands 578,399 Investment holding
Whetron Electronics (Japan) Co., Ltd. 2013.05.09 6F M.T Bldg., 3-1-24 Odori, Utsunomiya, Tochigi 320-0811, Japan 1,492 Trading of automobile anti-theft systems and reverse parking sensors.
Whetronmy Electronics Sdn. Bhd. 2016.11.15 B-6-21, Empire Soho, Empire Subang, Jalan SS16/1,47500 Subang Jaya, Selangor Darul Ehsan. 17,690 Trading of automobile anti-theft systems and reverse parking sensors.
Lothian Industries Ltd. 2009.10.28 P. O. Box 957,Offshore Incorporations Centre,Road Town, Tortola, B.V.I. 262,600 Investment holding
Whetron Electronics (Suzhou) Co., Ltd. 2000.03.01 No. 457 Xiangjiang Rd., New District, Suzhou, Jiangsu Province, 215129, China 298,344 Manufacturing and sales of automobile anti-theft systems and reverse parking sensors.
Huiyang commerce(Suzhou) Co. Ltd. 2011.04.15 No. 457 Xiangjiang Rd., New District, Suzhou, Jiangsu Province, 215129, China 6,885 Trading of automotive parts, electronic products, and materials.
Whetron Jaya Indonesia PT. 2018.08.15 Jl. Kampung Cibarengkok Rt. 002 Rw. 003 Desa Jatiwangi Kec. 143,788 Trading of automobile anti-theft systems and reverse parking sensors.
Sandhar Whetron Electronics Pvt Ltd. 2018.07.19 Khasra No. 1747/1218, 11, Behrampur Road Village Khandsa GURUGRAM Gurgaon HR 122001 IN 83,731 Trading of automobile anti-theft systems and reverse parking sensors.
  1. Information on the Same Shareholders Presumed to Have Control or Subordination Relationships :None.
  2. Industry Coverage of the Overall Business Operations of the Affiliated Enterprises (If

the business operations among affiliated enterprises are related, the allocation of functions and transactions should be explained): For the principal business or production activities of each affiliated enterprise, please refer to "2. Basic Information of Affiliated Enterprises."

  1. Names of directors, supervisors, and general managers of each related entity, along with their shareholding or investment status in the company.
Company Name Job Title Name or Representative Number of Shares %
Thai Whetron Electronics Company Limited Director Chiang,Yi-Hsin - -
Director Chiang,Shih-Feng - -
Director Hsu,Hsin-Chun - -
Director Li,Szu-Hsin - -
Whetron International Holdings Corporation Director Chiang,Yi-Hsin - -
Director Chiang,Shih-Feng - -
Whetron Electronics (Japan) Co., Ltd. Director Chiang,Shih-Feng - -
Whetronmy Electronics Sdn. Bhd. Director Chiang,Shih-Feng - -
Lothian Industries Ltd. Director Chiang,Yi-Hsin - -
Director Chiang,Shih-Feng - -
Whetron Electronics (Suzhou) Co., Ltd. Director Chiang,Shih-Feng - -
Director Chiang,Yi-Hsin - -
Director Yao,Chih-Chung - -
Supervisor Lee,Ming-Cheng - -
Huiyang commerce(Suzhou) Co. Ltd. Director Chiang,Shih-Feng - -
Supervisor Lee,Ming-Cheng - -
Whetron Jaya Indonesia PT. Director Chiang,Shih-Feng - -
Director HADI JASIN - -
Sandhar Whetron Electronics Pvt Ltd. Director Chiang,Shih-Feng - -
Director Yao,Chih-Chung - -
Director Ashok Kumar Sharma - -
Director Niraj Hans - -

6. Operations Overview of Each Related Company

December 31, 2025
Unit: NT$ thousands

Company Name Capital Amount Total Assets Total Liabilities Equity Operating Revenue Operating Profit Net Profit (After Tax) for the Period Earnings Per Share
Thai Whetron Electronics Company Limited 39,285 748,624 132,258 616,366 716,212 166,854 148,385 3.71
Whetron International Holdings Corporation 578,399 627,960 - 627,960 - (296) 66,810 3.76
Whetron Electronics (Japan) Co., Ltd. 1,492 25,147 2,837 22,310 34,007 7,460 4,696 -
Whetronmy Electronics Sdn. Bhd. 17,690 135,538 30,632 104,906 120,172 32,448 24,260 9.70
Lothian Industries Ltd. 262,600 961,787 51,257 910,530 - (154) 91,803 11.48
Whetron Electronics (Suzhou) Co., Ltd. 298,344 1,745,784 786,091 959,693 2,438,270 85,337 92,167 -
Huiyang commerce(Suzhou) Co. Ltd. 6,885 119,262 91,719 27,543 194,720 4,580 4,240 -
Whetron Jaya Indonesia PT. 143,788 276,022 73,447 202,575 332,866 77,828 62,195 -
Sandhar Whetron Electronics Pvt Ltd. 83,731 109,702 39,112 70,590 76,531 4,997 5,792 0.59

(II)Consolidated Financial Statements of Affiliated Enterprises:

In 2025, the companies required to be included in the preparation of the consolidated


financial statements of affiliated enterprises under the “Regulations Governing Preparation of Consolidated Business Reports, Consolidated Financial Statements and Reports on Affiliated Enterprises” are identical to those required to be included in the parent-subsidiary consolidated financial statements under IFRS 10 as endorsed by the Financial Supervisory Commission.

In addition, all relevant information required to be disclosed in the consolidated financial statements of affiliated enterprises has already been disclosed in the aforementioned parent-subsidiary consolidated financial statements. Therefore, no separate consolidated financial statements of affiliated enterprises are prepared.

(III) Affiliation Report: None.

II. The status of private placement of securities in the most recent fiscal year and up to the date of publication of the annual report t: None.

III. Other necessary supplementary explanations: None.

IV. Whether any material events as defined in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act occurred in the most recent fiscal year and up to the date of publication of the annual report that could materially affect shareholders' equity or the market price of the Company's securities: None.

79


80

WHETRON ELECTRONICS CO.,LTD.

Person in charge : Chiang,Yi-Hsin