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Y.C.C. — Annual Report 2025
May 21, 2026
51783_rns_2026-05-21_93b03c77-751d-451d-8988-87b113fc85fa.pdf
Annual Report
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Stock No: 1339

Y. C. C. PARTS MFG. CO., LTD.
2025 Annual Report
Printed on May 6, 2026
Company website :http://www.yccco.com.tw
Website for Annual Report:http://mops.twse.com.tw
I. Name, Title, Contact Number and Emails of the spokesperson and deputy spokesperson
(I) Spokesperson
Name: Shu-Mei Liu Tel: (04)7810781
Title: Deputy General Manager E-mail:[email protected]
(II) Deputy Spokesperson:
Name: Shu-Hui, Wang Tel: (04)7810781
Title: Manager E-mail:[email protected]
II. Addresses and Telephone Numbers of Headquarters and Factories
Address: No. 8, Xingye Rd., Changhua Coastal Industrial Park, Lukang Township, Changhua County, Taiwan (ROC)
Tel: (04)7810781
III. Name, Address, Website, and Telephone Number of Share Transfer Agency:
Name: Stock Affairs Department, President Securities Co, Limited Website: http://www.pscnet.com.tw
Address: B1, No. 8, Dongxing Rd., Songshan Dist., Taipei City Tel: (02)27463797
IV. CPAs in the latest financial statements Name, CPA firm address, website, and telephone:
CPA firm: PwC Taiwan
Names of CPAs: Chih-Wei Lai, Yu-Chuang Wang
Address: 27F., No. 333, Keelung Rd., Sec. 1, Xinyi Dist., Taipei City
Tel: (04)2704-9168
Website: https://www.pwc.tw/
V. Name(s) of any exchanges where the company's securities are traded offshore and the method to access the information on said offshore securities: None.
VI. Company website: http://www.yccco.com.tw
Y. C. C. PARTS MFG. CO., LTD.
One. Letter to shareholders
1
I. 2025 Business Results
1
II. Summary of 2026 Business Plan
2
III. Business development strategy
3
IV. Impacts from the external competition environment, legal environment, and the overall operating environment
3
Two. Corporate Governance Report
4
I. Information of the company's directors, supervisors, general manager, deputy general managers, deputy assistant general managers, and the chiefs of all the company's divisions and branch units
4
II. Implementation of corporate governance
21
III. Information on the professional fees of the attesting CPAs
66
IV. Information on replacement of certified public accountant
67
V. The company's Chair, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the CPA firm of its certified public accountant or at an affiliated enterprise of such CPA firm.
68
VI. Any transfers of shares and changes in equity pledge by a director, supervisor, managerial officer, or shareholder with a shareholding ratio of more than 10% in the most recent year or current year as of the printing date of the annual report.
68
VII. Relationship among the top ten shareholders
69
VIII. The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company
70
Three. Capital Raising
71
I. Capital and outstanding shares
71
II. Issuance of corporate bonds
74
III. Issuance of preferred shares
74
IV. Issuance of global depository receipts
74
V. Issuance of employee stock warrants and new restricted employee shares
74
VI. Merger and acquisition activities (including mergers, acquisitions, and demergers)
74
VII. Implementation of capital allocation plans
74
Four. Overview of Business Operations
75
I. Business activities
75
II. Analysis of the market as well as the production and marketing situation
80
III. Employee information for the most recent two fiscal years and up to the date of publication of this annual report
86
IV. Contribution to environmental protection
86
V. Labor-management relations
86
VI. Cyber security management
87
VII. Major contracts
89
Five. Financial Status, Review, and Analysis of Operating Results, and Risks
90
I. Financial status
90
II. Financial performance
91
III. Cash flows
92
IV. Material capital expenditures in the last year and impacts on the financial position and business performance
92
V. The reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year
92
VI. Analysis and assessment of risks
93
VII. Other important matters --- 96
Six. Special Disclosures --- 97
I. Information on Affiliates --- 97
II. Private placements of securities in the most recent year and as of the printing date of the annual report --- 100
III. Other supplementary information --- 100
Seven. Any event which has a material impact on shareholders' equity or securities prices, as specified in Article 36, Paragraph 3, Subparagraph 2, of the Securities and Exchange Act, in the most recent year and as of the printing date of the annual report --- 100
One. Letter to shareholders
Dear Shareholders:
Good morning, and welcome to the Company’s 2025 Annual General Meeting. On behalf of the Board of Directors and all employees, I would like to express our sincere appreciation for your continued support and trust.
Automotive Parts Business:
In the first quarter of 2025, the Company’s automotive parts segment delivered strong operating performance, driven by growing demand in the North American market. In particular, the continued expansion in the adoption of AM (Aftermarket) parts for claims settlements by State Farm contributed to revenue reaching a record high for the same period in prior years, amounting to NT$416 million, representing a year-on-year increase of 15%.
However, beginning in the second quarter, the imposition of a 25% tariff by the United States on imported automotive parts has compressed importers’ profit margins. In addition, certain customers have shifted procurement toward local U.S. supply chains, resulting in a more conservative short-term order momentum.
Looking ahead to 2026, following the formal signing of the Taiwan–U.S. trade agreement, tariffs on Taiwanese imports to the U.S. are expected to be reduced to 15% without cumulative application. This is anticipated to enhance the competitiveness of the AM business and create new growth opportunities for the Company.
Health Supplement Business:
In 2025, the health supplement segment primarily focused on contract manufacturing of softgel and plant-based capsules, with annual revenue showing a slight increase compared to 2024.
Looking ahead to 2026, the Company will continue to invest in the development of multi-dosage form production lines, including powders, liquid formulations, gel sticks, and bottled products. By enhancing production utilization rates and ensuring stable product quality, the Company aims to expand its contract manufacturing services. Product diversification in dosage forms is expected to become a key growth driver for the health supplement business.
Future Outlook:
In response to global supply chain restructuring and evolving market dynamics, the Company will continue to:
- Strengthen its presence in the North American AM market
- Enhance manufacturing efficiency and quality competitiveness
- Expand multi-dosage form capacity for health supplements
- Actively develop new customers and products
With a focus on stable operations and long-term growth, the Company remains committed to creating maximum value for its shareholders.
Finally, we would like to express our sincere gratitude once again for your continued support and encouragement. We look forward to your ongoing guidance and advice.
I. 2025 Business results
(I) Implementation results of the 2025 business plan
The Company’s 2025 net revenue was NT$1,661,178 thousand. Net income before tax was decreased by 14.02% compared to NT$1,932,091 thousand in 2024. For 2025, consolidated net income before tax was NT$240,967 thousand, consolidated net profit was NT$170,347 thousand, and total consolidated comprehensive income amounted to NT$134,910 thousand. Basic earnings per share after tax were NT$2.41.
(II) Budget implementation: The Company's unpublished financial forecast for 2025
(III) Revenues, expenses, and profitability analysis for 2025
| Items Year | 2025 | 2024 | ||
|---|---|---|---|---|
| Financial structure (%) | Ratio of liabilities to assets | 17.96 | 17.99 | |
| Ratio of long-term capital to fixed assets | 146.11 | 155.10 | ||
| Profitability (%) | Return on assets | 3.49 | 6.92 | |
| Return on equity | 4.11 | 8.62 | ||
| Ratio of income before tax to paid-in capital | Operating profit | 36.67 | 48.92 | |
| Net income before tax | 32.51 | 64.25 | ||
| Net profit rate | 10.25 | 18.38 | ||
| Earnings per share (NT$) | 2.41 | 5.01 |
(IV) Research and development
Actively engage in the research and development of automation-related equipment, with the aim of progressively reduce labor requirements and enhance the stability of product quality on production lines.
The Company continue to advance our automated processes to reduce labor costs and mitigate the impacts of demographic challenges. Through ongoing equipment optimization and the introduction of advanced manufacturing processes, the company seeks to increase production capacity and improve yield rates. Moving forward, the Company will continue to invest in the acquisition of new equipment and upgrade of existing in-house machinery, integrating intelligent technologies and automation capabilities, and steadily progressing toward Industry 4.0
II. Summary of 2026 Business Plan
(I) Operation guidelines
The Y.C.C Group has consistently upheld "recognition, quality, speed, service, and cost efficiency" as its core management principles. Since its establishment over three decades ago, the Group has been guided by the corporate values of integrity, pragmatism, and innovation. By embracing ESG-driven sustainable operations and diversifying across the AM and OE vehicle assembly market, and the development of proprietary brands, the Group aims to mitigate operational risks while maximizing overall profitability.
- AM market:
- Continue to actively develop new products to maintain a comprehensive product portfolio. Continue to shorten product certification lead times to expand revenue streams and enhance profitability. OE market:
(1) Strengthen and optimize customer relationships, while strategically establishing localized supply capabilities to better meet customer demand.
(2) Expand customer development efforts, reduce customer complaints, shorten delivery lead times, and maximize overall operational efficiency.
(II) Important production and sales policies
- Continue to boost revenue, consolidate sustainable operations to maintain stable profits, and even increase profits for the benefit of shareholders.
- Major production policies
(1) In the assembled vehicles market, supply to first-tier customers in Mainland China operates on a production-to-order basis. The OEM market maintains stability and long-term relationships to meet customer demands.
(2) The repair market adopts the planned production approach, aligned with customers'
demand for small-quantity, high-mix orders. Products are distributed directly from inventory to customers to enhance delivery efficiency and improve order fulfillment rates.
III. Business development strategy
(I) Continue to introduce automation to reduce workforce requirements and improve efficiency, production capacity, and quality.
(II) Introduce water-based spraying equipment to reduce VOC emissions and strengthen environmental protection.
(III) Set up a water resource center to treat electroplating wastewater and return it to the production process to reduce water waste and heavy metal pollution in the ocean.
(IV) Continue to develop molds and complete products to meet the needs of customers.
(V) Upgrade the automation of production lines, increase the capacity of automation processing, and reduce costs to fully meet the goal of customer needs.
IV. Impacts from the external competition environment, legal environment, and the overall operating environment
(I) Impact of external competition environment factors
At present, there are many domestic manufacturers engaged in vehicle connection, and they compete with each other to cause price pressure in the market. In the face of external competition, the Company continues to develop new product molds, shorten the mold development time, gain market opportunities, and increase the number of products that can be certified in order to increase product market share and profit.
(II) Impact of regulatory flexibility factors
Y.C.C.'s products are primarily composed of plastic parts. The company's management and all employees have made a joint commitment to continuous improvement and pollution prevention, which includes addressing the environmental impact of air and wastewater during production activities, as well as creating a comfortable and safe work environment. The Company has always observed and followed the most recent government laws and regulations governing environmental protection and industrial safety.
(III) Impact of overall business environment
As an auto parts manufacturer in Taiwan, Y.C.C exhibits the adaptability to generate a restricted quantity of products. In order to maintain global competitiveness, the manufacturer will persist in funding industry research and development along with advancements in production technology. Taiwan is a significant global supplier of auto parts to consumers. After the pandemic, the auto parts market reached its lowest point. The comprehensiveness of Y.C.C's product line has given it a competitive edge and laid the foundation for the enterprise group's long-term operations and expansion. To support international competitiveness, the manufacturer shall continue to invest in industry R&D, as well as production technology improvements. Taiwan is a major supplier of auto parts to customers around the world. The auto parts market bottomed out following the pandemic. Y.C.C has gained a competitive advantage through the completeness of its products, laying the groundwork for the enterprise group's long-term operations and growth.
Chairman: Hao-Chen Lin, Hehan Investment Co., Ltd.
Two. Corporate Governance Report
I. Information on the directors, supervisors, general manager, deputy general managers, deputy assistant general managers, and the chiefs of all the company's divisions and branch units
(I) Information of directors
March 31, 2026
- Names, education backgrounds, and nature of shares held by directors
Unit: shares
| Title (Note 1) | Natio nality or place of registration | Name | Gender Age (Note 2) | Date of election | Term | Date of initial election (Note 3) | Shareholding when elected | Current shareholding | Current shareholding of any spouse and underage children | Shares held by proxy | Main experience/education (Note 4) | Concurr ent duties in the Compan y and other compani es | Spouses or relatives of the second- degree or closer acting as manager, director, or supervisor | Remark (Note 5) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholdi ng | Shares | Shareholdi ng | Shares | Shareholdi ng | Shares | Share holdi ng | Title | Name | Relatio n | ||||||||||
| Chair | Taiwa n | Hehan Investment Co, Ltd | - | May 29, 2025 | 3 years | June 23, 2014 | 7,586,503 | 10.235% | 7,586,503 | 10.235% | - | - | - | - | - | - | - | - | - | - |
| The Repu blic of China | Representa tive: Hao-Chen Lin | Male 31-40 | May 29, 2025 | 3 years | December 30, 2019 | 1,194,305 | 1.611% | 1,194,305 | 1.611% | - | - | - | - | Pace University Public Accounting Sales Specialist, Y.C.C PARTS MFG CO, LTD Special Assistant, Y.C.C PARTS MFG CO, LTD | Note 6 | General Manager | Jui-Tse Lin | Older brother | - | |
| Director | Shih- Yun Lin | Mother | ||||||||||||||||||
| Director | Taiwa n | Ziqun International Co, Ltd | - | May 29, 2025 | 3 years | May 29, 2020 | 1,250,000 | 1.686% | 2,288,295 | 3.087% | - | - | - | - | - | - | - | - | - | - |
| The Repu blic of China | Representa tive: I-Hung Lin | Male 61-70 | March 23, 2026 | 3 years | February 19, 1986 | 1,307,215 | 1.763% | 1,307,215 | 1.763% | 1,100,055 | 1.484% | - | - | Executive Management Program, National Taiwan University General manager, Y.C.C. Parts Mfg. Co., Ltd. | Note 13 | Chair | Hao- Chen Lin | Son | - | |
| General Manager | Jui-Tsu Lin | Son | ||||||||||||||||||
| Director | Taiwa n | Songqun Investment and Development Ltd | - | May 29, 2025 | 3 years | June 23, 2014 | 10,731,000 | 14.477% | 10,731,000 | 14.477% | - | - | - | - | - | - | - | - | - | - |
| The Repu blic of China | Representa tive: Shu-Mei Liu | Female 51-60 | May 29, 2025 | 3 years | June 22, 2010 | 15,275 | 0.021% | 15,275 | 0.021% | 2,110 | 0.003% | - | - | Department of Accounting, Providence University Manager of Finance Department, Y.C.C PARTS MFG CO, LTD Vice Manager, Deloitte Taiwan | Note 7 | - | - | - |
| Title (Note 1) | Natio nality or place of regist ration | Name | Gender Age (Note 2) | Date of election | Term | Date of initial election (Note 3) | Shareholding when elected | Current shareholding | Current shareholding of any spouse and underage children | Shares held by proxy | Main experience/education (Note 4) | Concurrent duties in the Company and other companies | Spouses or relatives of the second-degree or closer acting as manager, director, or supervisor | Remarks (Note 5) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholdi ng | Shares | Shareholdi ng | Shares | Shareholdi ng | Shares | Share holdi ng | Title | Name | Relation | ||||||||||
| Director | Taiwan | Daqun International Co, Ltd | - | May 29, 2025 | 3 years | May 27, 2022 | 1,192,000 | 1.608% | 2,119,000 | 2.858% | - | - | - | - | - | - | - | - | - | - |
| The Repu blic of Chin a | Representat ive: Jui-Tse Lin | Male 31-40 | May 29, 2025 | 3 years | May 29, 2020 | 1,372,810 | 1.852% | 1,372,810 | 1.852% | - | - | - | - | Department of Psychology, Fu Jen Catholic University Sales Specialist, Y.C.C PARTS MFG CO, LTD Head of Production Department, Y.C.C PARTS MFG CO, LTD Special Assistant, Y.C.C PARTS MFG CO, LTD | Note 8 | Chair | Hao-Chen Lin | Younger brother | - | |
| Director | Shih-Yun Lin | Mother | ||||||||||||||||||
| Director | Jo-Ning Huang | Spouse | ||||||||||||||||||
| Director | Taiwan | Haoqun Investment and Development Ltd | - | May 29, 2025 | 3 years | June 19, 2017 | 11,791,000 | 15.907% | 11,791,000 | 15.907% | - | - | - | - | - | - | - | - | - | - |
| The Repu blic of Chin a | Representat ive: Shih-Yun Lin | Female 61-70 | May 29, 2025 | 3 years | February 19, 1986 | 1,100,055 | 1.484% | 1,100,055 | 1.484% | 1,307,215 | 1.763% | - | - | EMBA and PMBA, Department of Business Administration, National Taiwan University | Note 9 | Chair | Hao-Chen Lin | Son | ||
| General Manager | Jui-Tse Lin | Son | ||||||||||||||||||
| Independent director | The Repu blic of Chin a | Lung-Fa Hsieh | Male 61-70 | May 29, 2025 | 3 years | July 15, 2011 | - | - | - | - | - | - | - | - | Ph.D. in Business Administration, National Chengchi University Chairman, Multi-Level Marketing Supervisory Foundation President, Commerce Development Research Institute, Ministry of Economic Affairs General Manager and Management Consultant, Lung Bon Development Co., Ltd. Vice President, Dayeh University Dean, College of Management, Dayeh University President, Ming Chi Institute of Technology | Note 11 | - | - | - | - |
| Independent director | The Repu blic of Chin | Kuo-Hua Chang | Male 61-70 | May 29, 2025 | 3 years | May 27, 2022 | - | - | - | - | - | - | - | - | Ph.D. in Law, Meijo University, Japan Founding Director, Graduate Institute of Technology Law, National Yunlin University of Science and Technology | Note 12 | - | - | - | - |
| a | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent director | The Republic of China | Chiu-Ling Shih | Female 41-50 | May 29, 2025 | 3 years | May 29, 2025 | — | — | — | — | — | — | — | — | Master of Laws, National Chung Cheng University; Master of Business Administration, National Chung Cheng University Attorney, Hsiao Li Law Firm | Note 10 | — | — | — | — |
| Independent director | The Republic of China | Heng-Chiang Huang | Male 61-70 | May 29, 2025 | 3 years | May 29, 2025 | — | — | — | — | — | — | — | — | Ph.D. in International Business Administration, University of Michigan Associate Dean for Administration, College of Management, National Taiwan University Professor, Department (and Graduate Institute) of International Business, College of Management, National Taiwan University | Note 14 | — | — | — | — |
Note 1: For a corporate shareholder, the name of the corporate shareholder and its representative shall be listed separately (when listing the representative of a corporate shareholder, the name of the corporate shareholder shall also be noted), and Form 1 below shall also be completed.
Note 2: Please state the actual age. It may be expressed in interval form, such as 41-50 years old or 51-60 years old.
Note 3: The time when the person first served as a director or supervisor of the Company. If there is any interruption, it should be explained in the notes.
Note 4: Experience related to the current position. If the person served in the auditing CPA firm or an affiliated enterprise during the aforementioned period, the job title and responsibilities should be detailed.
Note 5: If the Chair of the Board of Directors and the general manager or equivalent (top managerial officers) of the company are the same person, spouse, or relatives within the first degree of kinship, it is necessary to explain the reason, rationality, necessity, and measures in response (such as increasing independent directors), and no more than half of the directors may serve as employees or managerial officers concurrently.
Note 6: Chair of Haoqun Investment and Development Ltd. Chair of Ziqun International Co., Ltd. Director of UNITED SKILLS CO, LTD. Director of Changshu Fute Automotive Trimming Co, Ltd. Director of Chang Jie Technology Co, Ltd. Supervisor of Liaoning Hetai Automotive Parts Co, Ltd.
Note 7: Supervisor of United Skills Co., Ltd.; Chairman of Changshu Guanlin Automotive Trim Co., Ltd.; Chairman of Liaoning Hetai Automotive Parts Co., Ltd.; Director of Changjie Technology Co., Ltd.
Note 8: President of the Company, Chair of Songqun Investment Development Co., Ltd., Chair of DIACHUN INTERNATIONAL INDUSTRIES LTD., Director of Hua Yuan Holding Co., Ltd., Director of Changshu Fute Automotive Trimming Co., Ltd., Director of Liaoning Hetai Automotive Parts Co., Ltd., Director of Chang JieTechnology Co., Ltd., Director of Gordon Co., Ltd., and Director of UNITED SKILLS CO, LTD.
Note 9: Director Shih-Yun Lin was first elected on February 19, 1986 and served as a director until December 30, 2019. She has been a director since her re-election on May 27, 2022, and has served until the present. Chairman of Hehan Investment Co., Ltd., Chang Jie Technology Co., Ltd., Chairman of TENHUI (HONG KONG) HOLDINGS LIMITED, HUA YUAN HOLDINGS (HK) LIMITED, Changshu Fute Automotive Trimming Co., Ltd., Liaoning Hetai Automotive Parts Co., Ltd., Director of UNITED SKILLS CO., LTD., Managing Director of National Changhua Senior School of Commerce Cultural Education Foundation, Chair of Changhua County Shi-Yun Lin Cultural Education Foundation.
Note 10: Managing Attorney, Hsiao Li Law Firm; Honorary Legal Counsel for SMEs, Ministry of Economic Affairs; Adjunct Lecturer, Providence University; Sole Mediator, Labor Affairs Bureau, Taichung City Government; Legal Aid Consultant to the Taichung City Government and Changhua County Government; Restorative Justice Facilitator, Taichung and Nantou District Prosecutors Offices; Member, Medical Ethics Committee, St. Joseph's Hospital, St. Joseph Medical Foundation.
Note 11: Mr. Lung-Fa Hsieh was initially elected as a Director on July 15, 2011, serving until June 30, 2018. He was re-elected as a Director on May 27, 2022, and continues to serve in this capacity to date. He currently serves as Senior Advisor at Chiyan Enterprise Co., Ltd.; Director and Supervisor at Taiwan Depository & Clearing Corporation; Director and Supervisor at First Bank; Director at Taiwan Life Insurance Asset Management Co., Ltd.; Supervisor at Taiwan Life Insurance Co., Ltd.; and Independent Director at Wei Chuan Foods Corporation (listed in Hong Kong).
Note 12: Shining Victory Motor Electronic Co., Ltd., Independent Director of Cryomax Cooling System Corp., Full-time Professor at the Graduate School of Science and Technology Law, National Yunlin University of Science and Technology, Visiting Professor at Osaka Institute of Technology, Japan, Consultant to the Labor Affairs Bureau, Taichung City Government, Executive Director of the University Affairs Advisory Committee, National Yunlin University of Science and Technology, Chief Secretary of National Yunlin University of Science and Technology, General Affairs Director of National Yunlin University of Science and Technology, Director of the General Education Center, National Yunlin University of Science and Technology, Director of the Center for Patent Infringement Verification, National Yunlin University of Science and Technology.
7
Note 13: Appointed Representative of Ziqun International Co., Ltd. (as of March 26, 2026); Director, U&F Innovation Co., Ltd.; Director, Huayuan Holdings Limited; Director, Changshu Fute Automotive Trim Co., Ltd.; Director, Liaoning Hetai Automotive Components Co., Ltd.; Director, Chang Jie Technology Co., Ltd.; Chairman, Wells Biomedical Co., Ltd.; Chairman, Hedejia Biomedical Co., Ltd.
Note 14: Chair and Director, Department of International Business, College of Management, National Taiwan University; Associate Professor, Department of International Business, College of Management, National Taiwan University; Research Assistant, University of Michigan School of Business; Officer, Overseas Economic and Trade Offices, International Trade Administration, Ministry of Economic Affairs; Independent Director, Holistic Health Biotech Co., Ltd.
March 31, 2026
- Major Shareholders of Corporate Shareholders
| Name of corporate shareholder (Note 1) | Major shareholders of the corporate shareholder (Note 2) |
|---|---|
| Hehan Investment Co., Ltd. | Shih-Yun Lin (98.08%); Jui-Tse Lin(1.92%) |
| Ziqun International Co., Ltd. | Hao-Chen Lin(99.99%); Yi-Hung Lin(0.01%) |
| Haoqun Investment and Development Ltd. | Yi-Hung Lin(75.26%); Hao-Chen Lin(24.74%) |
| Songqun Investment and Development Ltd. | Shih-Yun Lin(59.87%); Jui-Tse Lin(40.13%) |
| Daqun International Co., Ltd. | Jui-Tse Lin(99.99%); Shih-Yun Lin(0.01%) |
Note 1: If a director or supervisor is a representative of a corporate shareholder, fill in the name of that corporate shareholder.
Note 2: Fill in the names of the corporate shareholder's major shareholders (those with a shareholding ratio ranking among the top 10) and their shareholding ratios. If any of the major shareholders is a corporate/juristic person, also complete Form 2 below.
Note 3: If the institutional shareholder is not a company organizer, the names of the shareholders and shareholding ratio that should be disclosed in the preceding paragraph shall be the name of the investor or donor (for inquiries, please refer to the announcement of the Judicial Yuan). If the donor has deceased, "deceased" is noted.
-
Major shareholders of the corporate shareholder who are also major shareholders of another corporate shareholder: none
-
Information of directors and supervisors:
(1) Disclosure of professional qualifications of directors and information on the independence of independent directors and supervisors:
March 31, 2025
| Criteria Name and title | Professional qualifications and experience (Note 1) | Status of independence (Note 2) | Number of other public companies at which the person concurrently serves as an independent director |
|---|---|---|---|
| Hehan Investment Co, Ltd Rep: Hao-Chen Lin | Graduated from Pace University Public Accounting | ||
| Chair, Y.C.C PARTS MFG, CO, LTD | |||
| Possessing the expertise and experience required for business administration, marketing, and business development of the Company, as well as finance and accounting expertise. | |||
| None of the matters specified in Article 30 of the Company Act | Non-independent director | 0 | |
| Ziqun International Co, Ltd Rep: Jo-Ning Huang | Graduated from National Chengchi University, Department of Law | ||
| Legal Manager, Y.C.C PARTS MFG, CO, LTD | |||
| Attorney at Ji Chang Tong Law Firm and Zi Jun Law Firm | |||
| Possessing legal expertise and practice, and obtained lawyer qualification. | |||
| None of the matters specified in Article 30 of the Company Act | 0 | ||
| Songqun Investment and Development Ltd Rep: Shu-Mei Liu | Graduated from Providence University, Department of Accounting | ||
| Head of Finance Department, Y.C.C PARTS MFG CO, LTD | |||
| Vice Manager, Deloitte Taiwan | |||
| Possessing working experience in finance and accounting, with operational judgment and management competence. | |||
| None of the matters specified in Article 30 of the Company Act | 0 | ||
| Daqun International Co, Ltd Rep: Jui-Tse Lin | Graduated from the Department of Psychology, Fu Jen Catholic University | ||
| President, Y.C.C PARTS MFG, CO, LTD | |||
| Demonstrating competence in corporate governance, operation management, industrial development, and decision-making. | |||
| None of the matters specified in Article 30 of the Company Act | 0 |
| Haoqun Investment and Development Ltd Rep: Shih-Yun Lin | Graduated from EMBA, PMBA, Department of Business Administration, National Taiwan University Chair, Hehan Investment Co., Ltd Former Chair of Y.C.C PARTS MFG, CO, LTD Demonstrating competence in operational management, accounting, and finance expertise. None of the matters specified in Article 30 of the Company Act | 0 | |
|---|---|---|---|
| Lung-Fa Hsieh | Ph.D. in Business Administration, National Chengchi University Independent Director, Y.C.C. Parts Mfg. Co., Ltd. Senior Advisor, Chiyan Enterprise Co., Ltd. Director, Multi-Level Marketing Supervisory Foundation Aug. 2023 – Jul. 2025 President, Commerce Development Research Institute, Ministry of Economic Affairs Aug. 2015 – Jul. 2021 General Manager and Management Consultant, Lung Bon Development Co., Ltd. Aug. 1996 – Jul. 2008 Possesses over 30 years of experience in business management theory and practice, with strong analytical expertise and decision-making capabilities in corporate strategy, R&D management, and marketing planning. No circumstances as specified under Article 30 of the Company Act apply. | All members comply with Article 3 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. (1) The independent director, spouse, or relatives within the second degree of kinship are not a director, supervisor, or employee of the company or any of its affiliates. (2) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of 1% or more of the total number of issued shares of the company or ranking in the top 10 in holdings. (3) Not a managerial officer's spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, or director, supervisor, or natural-person shareholder owning 1% or more of the Company's or its affiliates' total number of issued shares or ranking in the top ten in holdings. (4) Not a director, supervisor, or employee of the Company with a specific relationship with the Company. (5) In the most recent two years, no exclusive or professional service was provided by the director him/herself, or the company he/she serves as a director to the Company. | 0 |
| Kuo-Hua Chang | Ph.D. in Law, Meijo University, Japan Professor, Graduate Institute of Technology Law, National Yunlin University of Science and Technology Feb. 2011 – Feb. 2026 Independent Director, Y.C.C. Parts Mfg. Co., Ltd.; Independent Director, Huasheng Automotive Electronics Co., Ltd.; Independent Director, Tong Yang Industry Co., Ltd. Possesses professional expertise in corporate governance-related legal and practical matters, as well as industrial development and operational management. Professor, Graduate Institute of Technology Law, National Yunlin University of Science and Technology Areas of Expertise: Commercial Law; Company Law; Negotiable Instruments Law; Intellectual Property Law; Trade Secrets Law; Copyright Law; Administrative Law; Environmental Law No circumstances as specified under Article 30 of the Company Act apply. | 2 | |
| Chiu-Ling Shih | Master of Laws and Master of Business Administration, National Chung Cheng University Attorney, Hsiao Li Law Firm Independent Director, Y.C.C. Parts Mfg. Co., Ltd. Honorary Legal Counsel for SMEs, Ministry of Economic Affairs; Adjunct Lecturer, Providence University Possesses professional legal expertise and practical experience, and is a qualified attorney. No circumstances as specified under Article 30 of the Company Act apply. | 0 | |
| Heng-Chiang Huang | Ph.D. in International Business Administration, University of Michigan Independent Director, Y.C.C. Parts Mfg. Co., Ltd.; Independent Director, Holistic Health Biotech Co., Ltd. | 1 |
10
| | Associate Dean for Administration, College of Management, National Taiwan University
Professor, Department of International Business, College of Management, National Taiwan University
Research Assistant, University of Michigan School of Business
Officer, Overseas Economic and Trade Offices, International Trade Administration, Ministry of Economic Affairs
Possesses expertise in marketing strategy and management, market research, consumer behavior analysis, and international business strategy.
No circumstances as specified under Article 30 of the Company Act apply. | | |
| --- | --- | --- | --- |
Note 1: Professional qualifications and experience: The professional qualifications and experience of individual directors and supervisors shall be stated. If a member of the Audit Committee has accounting or financial expertise, the accounting background and work experience shall be stated. In addition, explain if none of the matters specified in Article 30 of the Company Act are found.
Note 2: Independent directors must specify their independence, including whether they, their spouse, or relatives within the second degree of kinship serve as directors, supervisors, or employees of the Company or its affiliated companies. Number and percentage of shares held by relatives (or in the name of another person), whether or not he/she holds a position in a company that has a specific relationship with the Company (refer to Article 3, Paragraph 1, Subparagraphs 5–8 of the Regulations for Appointment of Independent Directors and Compliance Matters). The amount of remuneration received by directors, supervisors, or employees for providing commercial, legal, financial, or accounting services to the Company or its affiliates within the last two years.
(2) Diversity and independence of the Board of Directors:
I. Diversity of the Board of Directors
The shareholders' meeting will hold the company's board accountable. The operations and arrangements of the corporate governance system must ensure that the Board of Directors exercises its powers in accordance with applicable laws and regulations, the Articles of Incorporation, and shareholder resolutions.
The structure of the Company's Board of Directors should be based on the scale of the company's business development and the shareholdings of major shareholders, as well as the practical operational needs. An appropriate number of director seats consisting of more than five individuals has been determined.
The board composition should consider diversity and develop an appropriate diversity policy based on its own operations, operating type, and development requirements. It is recommended to include, but not be limited to, the following standards in two aspects:
(I) Basic conditions and values: gender, age, nationality and culture, etc.
(II) Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. Members of the Board of Directors must demonstrate general knowledge, skills, and literacy in order to carry out their duties. To achieve the ideal goal of corporate governance, the entire Board of Directors should demonstrate the following competencies:
(I) Operational judgement competence.
(II) Accounting and financial analysis competence.
(III) Business management competence.
(IV) Crisis management competence.
(V) Industry knowledge.
(VI) Vision and insight on international markets.
(VII) Leadership.
(VIII) Decision-making competence.
Implementation status of diversity among board members
| Diversified Core Items Name of director | Basic composition | Industry experience and professional competence. | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gender | Nationality | Years | Length of tenure of independent directors | Operational judgement competence. | Accounting and financial analysis competence. | Business management competence. | Crisis management competence. | Industry knowledge | Vision and insight into international markets. | Leadership. | Decision-making competence. | Legal | |||||||
| 30 to 40 | 40 to 50 | 50 to 60 | 60 to 70 | Less than three years | 3 to 9 years | Over 9 years | |||||||||||||
| Hehan Investment Co, Ltd Rep: Hao-Chen Lin | Male | The Repu blic of China | V | V | V | V | V | V | V | V | V | ||||||||
| Daqun International Co, Ltd Rep: Jui-Tse Lin | Male | The Repu blic of China | V | V | V | V | V | V | V | V | V | V | |||||||
| Ziqun International Co, Ltd Rep: Jo-Ning Huang | Female | The Repu blic of China | V | V | V | ||||||||||||||
| Haoqun Investment and Development Ltd Rep: Shih-Yun Lin | Female | The Repu blic of China | V | V | V | V | V | V | V | V | V | V | |||||||
| Songqun Investment and Development Ltd Rep: Shu-Mei Liu | Female | The Repu blic of China | V | V | V | V | V | V | V | V | V | V | |||||||
| Lung-Fa Hsieh | Male | The Repu blic of China | V | V | V | V | V | V | V | V | V | V | |||||||
| Kuo-Hua Chang | Male | The Repu blic of China | V | V | V | V | V | V | V | V | |||||||||
| Chiu-Ling Shih | Female | The Repu blic of China | V | V | V | V | V | ||||||||||||
| Heng-Chiang Huang | Male | The Repu blic of China | V | V | V | V | V | V |
(I) The company has nine directors, all of whom are national. The four directors are employees of the company, accounting for $44.4\%$ . None of the four independent directors have been consecutively re-elected for three terms.
(II) There are four female directors, with women accounting for 44.4% of the board with an average age of 49.8 years old and men accounting for 55.6% of the board members with an average age of 55.8 years old. The average age of all directors is 53.1 years old. The Company also places a high value on gender equality among board members, aiming for more than 20% female directors. There are currently 9 directors, including 4 female directors, accounting for a ratio of 44.44%.
(III) The Company's directors demonstrate diversity, with no limitations on gender, race, nationality, or cultural background. The diversity policy will be promptly updated in the future based on the Board of Directors' operations, the business model, and development needs. These updates will cover basic requirements, professional knowledge and skills, and other standards to guarantee that board members generally demonstrate the literacy and knowledge needed to carry out their duties.
(IV) The specific management objectives of the diversity policy of the Board of Directors and their achievement status:
| Management objectives | Achievement status |
|---|---|
| At least one-third of board seats held by directors of any gender | Achieved |
| Independent directors may not serve more than three consecutive terms. | Achieved |
| It is advised that the independent directors should not be less than one third of the total number of directors. | Achieved |
| At least one-third of independent directors possessing expertise in law or accounting/finance | Achieved |
II. Independence of the Board of Directors
(I) The company has nine directors, including four independent directors, which accounts for 44.4% of the total number of directors (more than 1/3). All board members are free from any circumstances described in Article 30 of the Company Act. Board members have five seats and do not meet any of the provisions of Article 26-3 of the Securities and Exchange Act (specifically, that more than half of the directors are spouses or relatives within the second degree of kinship), as outlined in paragraphs 3 and 4 (which state that there can be no spouses or second-degree relatives among supervisors, or the occurrence of any circumstances specified in the "family relation" section).
(II) All independent directors meet the requirements set by the Financial Supervisory Commission on independent directors, and their independence is stated as follows:
| Name | The independent directors, spouses, or relatives within the second degree of kinship are not directors, supervisors, or employees of the company or any of its affiliates. | Number and percentage of shares held by the person, spouse, relatives within the second degree of kinship (or in the name of another person) | Whether serving as a director, supervisor, or employee of a company specifically related to the Company | Amount of remuneration received for providing commercial, legal, financial, accounting services to the Company or its affiliates in the last 2 years |
|---|---|---|---|---|
| Lung-Fa Hsieh | No | N/A | No | N/A |
| Kuo-Hua Chang | No | N/A | No | N/A |
| Chiu-Ling Shih | No | N/A | No | N/A |
| Heng-Chiang Huang | No | N/A | No | N/A |
In view of the above, the company's Board of Directors demonstrates independence.
(2) (1-1) Information on the general manager, deputy general managers, deputy assistant general managers, and the chiefs of all the company's divisions and branch units
March 31, 2026,Unit: shares
| Title (Note 1) | Natio nality | Name | Gend er | Date of appointment to position | Shareholding | Shareholding of spouse and underage children | Shares held by proxy | Principal work experience and academic qualifications (Note 2) | Concurrent positions in other companies | Spouse or relatives within the second degree acting as managerial officers. | Remarks (Note 3) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding | Shares | Shareholding | Shares | Shareh olding | Tit le | Name | Rel ati on | ||||||||
| General Manager | The Repu blic of China | Jui-Tse Lin | Male | February 15, 2022 | 1,372,810 | 1.852% | - | - | - | - | Department of Psychology, Fu Jen Catholic University Sales Specialist, Y.C.C PARTS MFG CO, LTD Head of Production Department, Y.C.C PARTS MFG CO, LTD Special Assistant, Y.C.C PARTS MFG CO, LTD | Chair of Songqun Investment and Development Ltd. Director of China First Holdings Limited Director of Changshu Changshu Fute Automotive Trimming Co, Ltd Director of Liaoning Hetai Automotive Parts Co, Ltd Director of Chang Jie Technology Co, Ltd Director of Gordon Co, Ltd | Ch air | Hao-Chen Lin | Yo un ger bro the r | - |
| Deputy General Manager | The Repu blic of China | Shu-Mei Liu | Fema le | October 1, 2008 | 15,275 | 0.021% | 2,110 | 0.003% | - | - | Department of Accounting, Providence University Manager of Finance Department, Y.C.C PARTS MFG CO, LTD Vice Manager, Deloitte Taiwan | Supervisor of United Skills Co, Ltd Chair of Changshu Fute Automotive Trimming Co, Ltd Chair of Liaoning Hetai Automotive Parts Co, Ltd Director of Chang Jie Technology Co, Ltd | - | - | - | |
| Deputy General Manager | The Repu blic of China | Jia-Rong Chen | Male | June 1, 2022 | - | - | - | - | - | - | PhD in Science, Institute of Biochemical Sciences, National Taiwan University Postdoctoral Researcher, Institute of Biochemistry, Academia Sinica Researcher, Taiwan Centers for Disease Control, MOHW Project-based Assistant Researcher and Adjunct Assistant Professor, Department of Animal Science and Biotechnology, Tunghai University Senior Researcher, Biotechnology R&D Department, Vitalon Foods Co, Ltd | - | - | - | - | - |
Note 1: The information in this table should be disclosed to the general manager, deputy general managers, deputy assistant general managers, and the chiefs of all the company's divisions and branch units, including all persons in positions equivalent to the general manager, deputy general manager, or deputy assistant general manager, regardless of job title.
Note 2: Include experience and qualifications relevant to the current position. If the person worked as an external auditor/attestor for a CPA firm during the time period specified above, please specify the position and the duties for which the person was responsible.
Note 3: If the general manager or a person of an equivalent post (the top managerial officers) and the Chair of the Board of Directors of a company are the same people, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (such as increasing independent directors and making sure that the majority of directors do not concurrently serve as employees or managerial officers).
(III) Remuneration to Ordinary Directors, Independent Directors, Supervisors, General Manager(s), and Deputy General Manager(s):
- Remuneration to general directors, independent directors, supervisors, presidents, and vice presidents
A company shall disclose the name and remuneration of its directors or supervisors individually if any of the following circumstances occurs. For other cases, it can choose to disclose the names in an aggregate manner, or disclose the names and remunerations individually (in case of individual disclosure, please fill in the job titles individually, name and amount - no remuneration scale table is required):
Unit: NT$ thousand
| Title | Name | Directors' remuneration | The sum of A, B, C, and D as a percentage of net income after tax (Note 10) | Remuneration received as an employee | Sum of A+B+C+D+E+F+G and ratio to net income (Note 10) | Remuneration received from investee enterprises other than subsidiaries or from the parent company (Note 11) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) (Note 2) | Retirement pay and pensions (B) | Director profit-sharing remuneration (C) (Note 3) | Expenses and per requisites (D) (Note 4) | Salaries, bonuses and special disbursements (E) (Note 5) | Retirement pay and pensions (F) | Employee profit-sharing compensation (G) (Note 6) | |||||||||||||||
| The Company | All companies included in the financial statements (Note 7) | The Company | All companies included in the financial statements (Note 7) | The Company | All companies included in the financial statements (Note 7) | The Company | All companies included in the financial statements (Note 7) | The Company | All companies included in the financial statements (Note 7) | The Company | All companies included in the financial statements (Note 7) | The Company | All companies included in the financial statements (Note 7) | The Company | All companies included in the financial statements (Note 7) | ||||||
| Amount paid in cash | Amount paid in shares | Amount paid in cash | Amount paid in shares | Amount paid in cash | Amount paid in shares | ||||||||||||||||
| Chair | Hehan Investment Co, Ltd Rep: Hao-Chen Lin | 3010 | 3010 | 108 | 108 | 1393 | 1393 | 30 | 30 | 2.54% | 2.54% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2.54% | 2.54% | None |
| Direct or | Ziqun International Co, Ltd Rep: Jo-Ning Huang | 0 | 0 | 0 | 0 | 698 | 698 | 30 | 30 | 0.41% | 0.41% | 1435 | 1435 | 60 | 60 | 141 | 0 | 141 | 0 | 1.40% | 1.40% |
| Direct or | Haoqun Investment and Development Ltd Rep: Shih-Yun Lin | 0 | 0 | 0 | 0 | 527 | 527 | 30 | 30 | 0.31% | 0.31% | 2757 | 2757 | 90 | 90 | 397 | 0 | 397 | 0 | 2.35% | 2.35% |
| Direct or | Haoqun Investment and Development Ltd. Rep: I-Hung Lin | 0 | 0 | 0 | 0 | 172 | 172 | 0 | 0 | 0.10% | 0.10% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.10% | 0.10% | None |
| Direct or | Songqun Investment and Development Ltd Rep: Shu-Mei Liu | 0 | 0 | 0 | 0 | 698 | 698 | 30 | 30 | 0.41% | 0.41% | 2184 | 2184 | 103 | 103 | 348 | 0 | 348 | 0 | 2.07% | 2.07% |
| Direct or | Daqun Investment and Development Ltd. Rep: Jui-Tse Lin | 0 | 0 | 0 | 0 | 1047 | 1047 | 30 | 30 | 0.60% | 0.60% | 2710 | 2710 | 108 | 108 | 361 | 0 | 361 | 0 | 2.58% | 2.58% |
| Independent director | Hung-Lung Huang | 0 | 0 | 0 | 0 | 345 | 345 | 10 | 10 | 0.20% | 0.20% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.20% | 0.20% | None |
| Chin-Feng Kuo | 0 | 0 | 0 | 0 | 349 | 349 | 10 | 10 | 0.20% | 0.20% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.20% | 0.20% | None | |
| Lung-Fa Hsieh | 0 | 0 | 0 | 0 | 349 | 349 | 502 | 502 | 0.48% | 0.48% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.48% | 0.48% | None | |
| Kuo-Hua Chang | 0 | 0 | 0 | 0 | 349 | 349 | 502 | 502 | 0.48% | 0.48% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.48% | 0.48% | None | |
| Chiu-Ling Shih | 0 | 0 | 0 | 0 | 0 | 0 | 270 | 270 | 0.15% | 0.15% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.15% | 0.15% | None | |
| Heng-Chiang Huang | 0 | 0 | 0 | 0 | 0 | 0 | 270 | 270 | 0.15% | 0.15% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.15% | 0.15% | None |
Remuneration scale table
| Ranges of remuneration paid to each of the Company's directors | Name of director | |||
|---|---|---|---|---|
| Sum of A+B+C+D | Sum of A+B+C+D+E+F+G | |||
| The Company (Note 8) | All consolidated entities (Note 9) H | The Company (Note 8) | All consolidated entities (Note 9) I | |
| Below NT$ 1,000,000 | Shih-Yun Lin; Shu-Mei Liu; Jo-Ning Huang; I-Hung Lin; Huang Hung-Lung; Kuo, Jin-Feng; Hsieh Lung-Fa; Kuo-Hua Chang; Chiu-Ling Shih; Heng-Chiang Huang | Shih-Yun Lin; Shu-Mei Liu; Jo-Ning Huang; I-Hung Lin; Huang Hung-Lung; Kuo, Jin-Feng; Hsieh Lung-Fa; Kuo-Hua Chang; Chiu-Ling Shih; Heng-Chiang Huang | I-Hung Lin; Huang Hung-Lung; Kuo, Jin-Feng; Hsieh Lung-Fa; Kuo-Hua Chang; Chiu-Ling Shih; Heng-Chiang Huang | I-Hung Lin, Huang Hung-Lung; Kuo, Jin-Feng; Hsieh Lung-Fa; Kuo-Hua Chang; Chiu-Ling Shih; Heng-Chiang Huang |
| NT$ 1,000,000 (inclusive) - NT$ 2,000,000 (non-inclusive) | Jui-Tse Lin | Jui-Tse Lin | - | - |
| NT$ 2,000,000 (inclusive) - NT$ 3,500,000 (non-inclusive) | - | - | Shu-Mei Liu; Jo-Ning Huang | Shu-Mei Liu; Jo-Ning Huang |
| NT$ 3,500,000 (inclusive) - NT$ 5,000,000 (non-inclusive) | Hao-Chen Lin | Hao-Chen Lin | Hao-Chen Lin, Shi-Yun Lin, Rui-Tze Lin, | Hao-Chen Lin, Shi-Yun Lin, Rui-Tze Lin, |
| NT$ 5,000,000 (inclusive) - NT$ 10,000,000 (non-inclusive) | - | - | - | - |
| NT$ 10,000,000 (inclusive) - NT$ 15,000,000 (non-inclusive) | - | - | - | - |
| NT$ 15,000,000 (inclusive) - NT$ 30,000,000 (non-inclusive) | - | - | - | - |
| NT$ 30,000,000 (inclusive) - NT$ 50,000,000 (non-inclusive) | - | - | - | - |
| NT$ 50,000,000 (inclusive) - NT$ 100,000,000 (non-inclusive) | - | - | - | - |
| NT$ 100,000,000 and above | - | - | - | - |
| Total | 12 people | 12 people | 12 people | 12 people |
Note 1: The name of each director shall be stated separately (for a corporate shareholder, the names of the corporate shareholder and its representative shall be stated separately) and the names of the ordinary directors and independent directors shall be stated separately, based on the amount of the aggregated remuneration items paid to each If a director concurrently serves as a general manager or a deputy general manager, please complete this Table and Table 3-1, or Tables 3-2-1, and 3-2-2.
Note 2: This refers to director base remuneration in the most recent fiscal year (including director salary, duty allowances, severance pay, various rewards and incentives, etc).
Note 3: Please fill in the amount of director profit-sharing remuneration approved by the Board of Directors for distribution for the most recent fiscal year.
Note 4: This refers to director expenses and perquisites in the most recent fiscal year (including travel expenses, special disbursements, stipends of any kind, provision of facilities such as accommodations or vehicles, etc). If housing, cars, other forms of transportation, or personalized expenses are provided, disclose the nature and cost of the property provided, the actual or fair market rent, fuel expenses, and any other amounts paid. Additionally, if a driver is provided, please add a note explaining the relevant base remuneration paid by the Company to the driver, but do not include it in the calculation of the director remuneration.
Note 5: This includes any remuneration received by a director for concurrent service as an employee in the most recent year (including concurrent service as a general manager, deputy general manager, other managerial officers, or non-managerial employees) including salary, duty allowances, severance pay, rewards, incentives, travel expenses, special disbursements, stipends of any kind, provision of facilities such as accommodations or vehicles, etc. If housing, cars, other forms of transportation, or personalized expenses are provided, disclose the nature and cost of the property provided, the actual or fair market rent, fuel expenses, and any other amounts paid. Additionally, if a driver is provided, please add a note explaining the relevant base compensation paid by the Company to the driver, but do not include it in the calculation of the director remuneration. Additionally, if a driver is provided, please add a note explaining the relevant base compensation paid by the Company to the driver, but do not include it in the
calculation of the director remuneration. Additionally, salary expenses recognized as share-based payment under IFRS 2—including employee share subscription warrants, new restricted employee shares, and participation in share subscription under a rights offering, etc.—should be included in the calculation of remuneration.
Note 6: This refers to employee profit-sharing remuneration (including stocks and cash) received by a director for concurrent service as an employee in the most recent fiscal year (including concurrent service as a general manager, deputy general manager, other managerial officers, or non-managerial employees). Disclose the amount of profit-sharing remuneration approved or expected to be approved by the Board of Directors for distribution for the most recent fiscal year. If the amount cannot be forecast, disclose the amount expected to be distributed by calculating pro-rata to the amount that was actually distributed in the preceding fiscal year. Tables 1-3 should also be completed.
Note 7: Disclose the total amount of remuneration in each category paid to the directors of the Company by all companies included in the financial statements (including the Company).
Note 8: Disclose the names of the directors in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each director by the Company.
Note 9: Disclose the names of the directors in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each director of the Company by all companies included in the financial statements (including the Company).
Note 10: Net income after tax refers to the net income after tax for the most recent fiscal year. For entities that have adopted the IFRS, net income after tax refers to the net income after tax for the most recent fiscal year as presented in the parent company only financial statements or separate financial statements.
Note 11: a. In this column, specifically disclose the amount of remuneration received by the directors of the Company from investee enterprises other than subsidiaries or from the parent company (if none, state "None").
b. If directors of the Company have received remuneration from investee enterprises other than subsidiaries, that remuneration shall be added to the amount in Column I of the Remuneration Range Table, and the name of that column shall be changed to "Parent company and all investee enterprises".
c. Remuneration means remuneration received by directors of the Company for serving in capacities such as director, supervisor, or managerial officer at investee companies other than subsidiaries or at the parent company, including base remuneration, profit-sharing remuneration (including employee, director, and supervisor profit-sharing remuneration), and expenses and perquisites.
*This table is for information disclosure purposes only and is not intended to be used for tax purposes, as the remuneration disclosed in this table differs from the concept of income under the Income Tax Act.
16
- Remuneration to General Manager(s) and Deputy General Manager(s) December 31, 2025
Unit: NT$ thousand, shares
| Title | Name | Salary (A) (Note 2) | Retirement pay and pensions (B) | Rewards and special disbursements (C) (Note 3) | Employee profit-sharing remuneration (D) (Note 4) | The sum of A, B, C, and D as a percentage of net income after tax (%) (Note 8) | Remunerati on received from investee enterprises other than subsidiaries or from the parent company (Note 9) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Compa ny | All compa nies included in the financial statements (Note 5) | The Com pany | All compani es included in the financial statements (Note 5) | The Compa ny | All compani es included in the financial statements (Note 5) | The Company | All companies included in the financial statements (Note 5) | Fundmey (%) | All companies included in the financial statements | |||||
| Amou nt paid in cash | Amou nt paid in shares | Amou nt paid in cash | Amou nt paid in shares | |||||||||||
| General Manager | Jui-Tse Lin | 1980 | 1980 | 108 | 108 | 730 | 730 | 361 | - | 361 | - | 1.8% | 1.8% | - |
| Deputy General Manager | Shu-Mei Liu | 1500 | 1500 | 103 | 103 | 684 | 684 | 348 | - | 348 | - | 1.5% | 1.5% | - |
| Deputy General Manager | Chieh-Chang Tian | 902 | 902 | 55 | 55 | 226 | 226 | 44 | - | 44 | - | 0.7% | 0.7% | - |
| Deputy General Manager | Jia-Rong Chen | 1406 | 1406 | 88 | 88 | 597 | 597 | 209 | - | 209 | - | 1.3% | 1.3% | - |
Remuneration scale table
| Remuneration Range Table to General Manager(s) and Assistant General Manager(s) | Names of General Manager and Deputy General Managers | |
|---|---|---|
| The Company (Note 6) | All consolidated entities (Note 7) E | |
| Below NT$ 1,000,000 | — | — |
| NT$1,000,000 (incl)~NT$2,000,000 (excl) | Chieh-Chang Tian | Chieh-Chang Tian |
| NT$2,000,000 (incl)~NT$3,500,000 (excl) | Jui-Zeh Lin; Shu-Mei Liu; Jia-Rong Chen | Jui-Zeh Lin; Shu-Mei Liu; Jia-Rong Chen |
| NT$3,500,000 (incl)~NT$5,000,000 (excl) | — | — |
| NT$5,000,000 (incl)~NT$10,000,000 (excl) | — | — |
| NT$10,000,000 (incl)~NT$15,000,000 (excl) | — | — |
| NT$15,000,000 (incl)~NT$30,000,000 (excl) | — | — |
| NT$30,000,000 (incl)~NT$50,000,000 (excl) | — | — |
| NT$50,000,000 (incl)~NT$100,000,000 (excl) | — | — |
| NT$ 100,000,000 and above | — | — |
| Total | 4 people | 4 people |
Note 1: The name of each general manager and deputy general manager shall be stated separately, based on the amount of the aggregated remuneration items paid to each. If a director concurrently serves as a general manager or a deputy general manager, please complete this table and Table (1-1), or Tables (1-2-1) and (1-2-2).
Note 2: This includes salary, duty allowances, and severance pay to the general manager(s) and deputy general manager(s) in the most recent fiscal year.
Note 3: This includes the amounts of all types of rewards, incentives, travel expenses, special disbursements, stipends of any kind, provision of facilities such as accommodations or vehicles, and other remuneration to the general manager(s) and deputy general managers(s) in the most recent fiscal year. If housing, cars, other forms of transportation, or personalized expenses are provided, disclose the nature and cost of the property provided, the actual or fair market rent, fuel expenses, and any other amounts paid. Additionally, if a driver is provided, please add a note explaining the relevant base compensation paid by the Company to the driver, but do not include it in the calculation of the director remuneration. Additionally, if a driver is provided, please add a note explaining the relevant base compensation paid by the Company to the driver, but do not include it in the calculation of the director remuneration. Additionally, salary expenses recognized as share-based payment under IFRS 2—including employee share subscription warrants, new restricted employee shares, and participation in share subscription under a rights offering, etc.—should be included in the calculation of remuneration.
Note 4: This refers to employee profit-sharing compensation (including stocks and cash) received by the general manager(s) and deputy general manager(s) as approved or expected to be approved by the board of directors for the most recent fiscal year (including concurrent service as general manager, deputy general manager, other managerial officers, or non-managerial employee). If the amount cannot be forecasted, disclose the amount expected to be distributed by calculating pro-rata to the amount that was actually distributed in the preceding fiscal year. Tables 1-3 should also be completed. Net income means the net income after tax on the parent company only or individual financial report for the most recent fiscal year.
Note 5: Disclose the total amount of remuneration in each category paid to the general manager(s) and deputy general manager(s) by all companies in the consolidated financial report (including the Company).
Note 6: Disclose the names of the general manager(s) and deputy general manager(s) in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each general manager and deputy general manager by the Company.
Note 7: Disclose the names of the general manager(s) and deputy general manager(s) in the respective ranges into which they fall based on the sum total of the remuneration in the indicated categories paid to each general manager and deputy general manager of the Company by all companies in the consolidated financial report (including the Company).
Note 8: Net income means the net income after tax on the parent company only or individual financial report for the most recent fiscal year.
Note 9: a. In this column, specifically disclose the amount of remuneration received by the general manager(s) and deputy general manager(s) of the Company from investee enterprises other than subsidiaries or from the parent company (if none, state "None").
b. If general manager(s) or deputy general manager(s) of the Company have received remuneration from investee enterprises other than subsidiaries or from the parent company, that remuneration shall be added to the amount in Column E of the Remuneration Range Table, and the name of that column shall be changed to "Parent company and all investee enterprises".
c. Remuneration refers to the compensation, bonuses (including employee, director, and supervisor remuneration), and other related payments received by the Company's President and Vice Presidents in their capacities as directors, supervisors, or managerial officers of investee companies other than subsidiaries, or of the parent company, as well as any related expenses incurred in the execution of their duties. *This table is for information disclosure purposes only and is not intended to be used for tax purposes, as the remuneration disclosed in this table differs from the concept of income under the Income Tax Act.
- (4-1) Remuneration of the top five department heads with the highest remuneration (disclose the name and remuneration individually)(Note 1)
| Title | Name | Salaries(A)(Note2) | Severance pay and pension(B) | Bonus and allowance (C) (Note 3) | Employees' remuneration (D) | Sum of A, B, C, and D as a % of the net profit after tax (Note 6) | Remuneration from investees other than subsidiaries or from the parent company (Note 7) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial statements (Note 5) | The Company | All companies included in the financial statements (Note 5) | The Company | All companies included in the financial statements (Note 5) | The Company | All companies included in the financial statements (Note 5) | The Company | All companies included in the financial statements | |||||
| Amount paid in cash | Amount paid in shares | Amount paid in cash | Amount paid in shares | |||||||||||
| General Manager | Jui-Tse Lin | 1980 | 1980 | 108 | 108 | 730 | 730 | 361 | - | 361 | - | 1.8% | 1.8% | None |
| Deputy General Manager | Shu-Mei Liu | 1500 | 1500 | 103 | 103 | 684 | 684 | 348 | - | 348 | - | 1.5% | 1.5% | None |
| Deputy General Manager | Chieh-Chang Tian | 902 | 902 | 55 | 55 | 226 | 226 | 44 | - | 44 | - | 0.7% | 0.7% | None |
| Deputy General Manager | Jia-Rong Chen | 1406 | 1406 | 88 | 88 | 597 | 597 | 209 | - | 209 | - | 1.3% | 1.3% | None |
Note 1: The term "top five highest paid executives" refers to the managerial officers of the Company. The criteria for managerial officers are based on the scope of application of "managerial officers" as stipulated by the Securities and Futures Commission of the Ministry of Finance in its Order Tai-Cai-Sheng-San-Zi No. 0920001301 dated March 27, 2003. The "Top Five Highest Remuneration" calculation is based on the total amount of base salary, severance and pension, bonus and allowance received by the officers from all companies in the consolidated financial statements, as well as the amount of remuneration for employees (i.e. the total of the four items $\mathrm{A + B + C + D}$ ), and then ranked by the top five highest remuneration. If a director is also a former officer, this schedule and the above schedule (1-1) should also filled in.
Note 2: This is for the salary, duty allowance and severance of the top five highest paid officers in the most recent year.
Note 3: This is for various bonuses, incentive payments, transportation fees, special expenses, various stipends, dormitories, company cars and other provisions for the top five highest paid officers in the most recent year. If houses, vehicles, and other transportation or expenses exclusive to an individual are provided, the nature and costs of the assets supplied, actual rental or rental calculated based on the fair market price, fuel costs, and other payments shall be disclosed. If a driver is appointed, please describe relevant compensation paid by the Company to the driver; however, such compensation is not included in the remuneration. Furthermore, salary expenses (including employee stock option certificates, restricted stock awards, and shares subscribed under capital increases in cash) recognized according to IFRS 2 "Share-based Payment" shall also be included in the remuneration.
Note 4: The amount of employee remuneration (including stock and cash) received by the top five highest paid officers in the most recent year should be disclosed as approved by the Board of Directors. If the amount cannot be estimated, the proposed payment amount for this year should be calculated in proportion to the actual payment amount from last year and should also be listed in Exhibit 1-3.
- Name of Managerial Officers with Employee Compensation Distributed, and the Distribution
December 31, 2025
Unit: NTS thousand, shares
| Title (Note 1) | Name (Note 1) | Amount paid in shares | Amount paid in cash | Total | Ratio of sum to net income | |
|---|---|---|---|---|---|---|
| Managerial Officers | General Manager | Jui-Tse Lin | - | 361 | 361 | 0.20% |
| Deputy General Manager | Shu-Mei Liu | - | 348 | 348 | 0.19% | |
| Deputy General Manager | Chieh-Chang Tian | - | 44 | 44 | 0.02% | |
| Deputy General Manager | Jia-Rong Chen | - | 209 | 209 | 0.12% |
Note 1: Individual names and titles shall be disclosed but the profit-sharing may be disclosed in an aggregation manner.
Note 2: This refers to employee profit-sharing remuneration (including stocks and cash) received by the managerial officers as approved or
expected to be approved by the Board of Directors for the most recent fiscal year. If the amount cannot be forecast, disclose the amount expected to be distributed by calculating pro-rata to the amount that was actually distributed in the preceding fiscal year. Net income means the net income after tax on the parent company only or individual financial report for the most recent fiscal year.
Note 3: "Managerial officers" means those falling within the applicable scope defined in 27 March, 2003 Order No. Tai-Cai-Zheng-III-0920001301 of the former Securities and Futures Commission, Ministry of Finance; the scope is as below:
(1) General manager and equivalent (2) Deputy General Manager and equivalent (3) Deputy assistant general manager and equivalent (4) Head of the finance department (5) Head of the accounting department (6) Other persons who have the rights to manage the company and sign
Note 4: Where any director concurrently serves as a managerial officer and receives the employee's remuneration (including shares and cash), please complete the table.
- Separately compare and describe the analysis of the total remuneration paid by the Company and all companies included in the consolidated financial statements to directors, supervisors, general managers, and deputy general managers during the previous two fiscal years, accounting for the percentage of net income after tax. In addition, describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risks:
(1) Analysis of the total remuneration paid by the Company and all companies included in the consolidated financial statements to directors, supervisors, general managers, and deputy general managers during the previous two fiscal years, accounting for the percentage of net income after tax.
| Remuneration recipient | The Company | All companies included in the consolidated financial statements | ||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |||||
| Total amount | Percentage of net income after tax | Total amount | Percentage of net income after tax | Total amount | Percentage of net income after tax | Total amount | Percentage of net income after tax | |
| Directors | 20,620 | 5.55% | 21,453 | 11.99% | 20,620 | 5.55% | 21,453 | 11.99% |
| General manager(s) and deputy general manager(s) | 9,124 | 2.46% | 9,341 | 5.22% | 9,124 | 2.46% | 9,341 | 5.22% |
| Net profit after tax | 371,612 | 178,923 | 371,612 | 178,923 |
(2) Remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risks
A. Directors and Supervisors
The remuneration of the Company's directors and supervisors includes remuneration, remuneration, and business execution expenses, among other things. Pursuant to the Articles of Incorporation, the Board of Directors is authorized to determine the remunerations of directors and supervisors based on normal industrial standards. Compliance with the Articles of Incorporation is required for distributing director and supervisor remunerations from earnings distribution. The Company made an amendment to Article 26 of the Articles of Incorporation on June 20, 2016, specifying the following distribution method:
If the Company is profitable in the current year, no more than 3% should be provided as the directors' remuneration.
B. General manager(s) and deputy general manager(s)
The general manager and deputy general manager are compensated with a salary, bonuses, and an employee profit-sharing bonus. The salary and bonuses are determined based on the positions held in the Company, the responsibilities assumed, and the contribution to the Company, while referring to the industrial standard. The distribution of employee bonus complies with the Articles of Incorporation, which must be reported to the Board of Directors and approved by the shareholders' meeting prior to distribution.
If the Company falls under any of the following circumstances, it shall disclose the names and remuneration of each director or supervisor individually. Otherwise, it may choose to disclose remuneration on an aggregated basis with name disclosure by remuneration brackets, or disclose names and remuneration on an individual basis (if individual disclosure is adopted, please list
title, name, and amount individually; disclosure by remuneration brackets is not required):
-
If the parent company only or separate financial statements have reported a net loss after tax in any of the most recent three fiscal years, the names and remuneration of “directors and supervisors” shall be disclosed individually. However, this requirement does not apply if the most recent fiscal year shows net income after tax sufficient to offset accumulated losses.
-
If, in the most recent fiscal year, the shareholding ratio of directors has fallen below the required level for three consecutive months or more, the remuneration of individual directors shall be disclosed. Similarly, if the shareholding ratio of supervisors has fallen below the required level for three consecutive months or more, the remuneration of individual supervisors shall be disclosed.
-
If, in any three months of the most recent fiscal year, the average share pledge ratio of directors or supervisors exceeds 50%, the remuneration of those individual directors or supervisors whose pledge ratio exceeds 50% in each such month shall be disclosed.
-
If the total remuneration received by all directors and supervisors from all companies included in the financial statements exceeds 2% of the Company’s net income after tax, and any individual director or supervisor receives remuneration exceeding NT$15 million, the remuneration of such individual director or supervisor shall be disclosed. (Note: The calculation of directors’ and supervisors’ remuneration is based on the sum of “Directors’ Remuneration” and “Supervisors’ Remuneration” as presented in the schedules, excluding remuneration received in the capacity of employees.)
-
If a TWSE/TPEx-listed company is ranked within the lowest two tiers in the most recent corporate governance evaluation, or if, in the most recent fiscal year and up to the date of publication of the annual report, it has been subject to altered trading methods, trading suspension, delisting, or any other circumstance determined by the Corporate Governance Evaluation Committee as ineligible for evaluation.
-
If the average annual salary of full-time non-managerial employees in the most recent fiscal year is less than NT$500,000.
-
If the Company’s net income after tax in the most recent fiscal year increases by 10% or more, but the average annual salary of full-time non-managerial employees does not increase compared to the previous fiscal year.
-
If the Company’s net income after tax in the most recent fiscal year declines by 10% or more and exceeds NT$5 million, while the average remuneration per director (excluding remuneration received in the capacity of employees) increases by 10% or more and exceeds NT$100,000.
-
If a TWSE/TPEx-listed company falls under circumstance (1) or (5) above, it shall also disclose the remuneration information of the top five highest-paid executives (such as the President, Vice Presidents, Chief Executive Officer, Chief Financial Officer, or other managerial officers) on an individual basis.
To summarize, the Company’s remuneration policy for directors, supervisors, general managers, and deputy general managers, as well as the procedures for determining remunerations, are positively correlated with business performance.
20
II. Implementation of corporate governance
(I) Operations of the Board of Directors:
The number of board meetings held in the most recent year (2025) up to the publication date of the prospectus was: eight [A] (six in 2025 and two in 2026). The directors and supervisors' attendance was as follows:
| Title | Name (Note 1) | No. of meetings attended in person (B) | Number of proxy attendance | Actual attendance rate (%) (B/A) (Note 2) | Remarks | ||
|---|---|---|---|---|---|---|---|
| Chair | Hehan Investment Co, Ltd (Rep: Hao-Chen Lin) | 8 | 0 | 100 | |||
| Director | Ziqun International Co, Ltd (Rep: Jo-Ning Huang; I-Hung Lin) | 7 | 1 | 87.5 | |||
| Director | Songqun Investment and Development Ltd (Representative: Shu-Mei Liu) | 8 | 0 | 100 | |||
| Director | Daqun International Co, Ltd (Rep: Jui-Tse Lin) | 8 | 0 | 100 | |||
| Director | Haoqun Investment and Development Ltd (Rep: Shih-Yun Lin) | 8 | 0 | 100 | |||
| Independent director | Lung-Fa Hsieh | 8 | 0 | 100 | |||
| Independent director | Kuo-Hua Chang | 8 | 0 | 100 | |||
| Independent director | Chiu-Ling Shih | 6 | 0 | 100 | Assumed Office on May 29, 2025 | ||
| Independent director | Heng-Chiang Huang | 6 | 0 | 100 | Assumed Office on May 29, 2025 | ||
| Appointed Representative of Ziqun International Co., Ltd.: I-Hung Lin, as of March 26, 2026. Attendance status of independent directors in each board meeting © Attended in person ★ Attended by proxy ※absent | |||||||
| February 24., 2025 | May 8, 2025 | May 29, 2025 | August 7, 2025 | August 7, 2025 | November 10, 2025 | March 5, 2026 | |
| Lung-Fa Hsieh | © | © | © | © | © | © | © |
| Kuo-Hua Chang | © | © | © | © | © | © | © |
| Chiu-Ling Shih | © | © | © | © | © | ||
| Heng-Chiang Huang | © | © | © | © | © | ||
| Other mandatory disclosures: (I). .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: (I) Any matter under Article 14-3 of the Securities and Exchange Act: approved by the independent directors. 1. In the 13th meeting, the 13th Board of Directors on February 24, 2025, the following were approved (1) Approved the proposal of 2024 employee and director remuneration distribution. (2) Approved the 2024 Business Report and Financial Statements. (3) Approved the Company's 2024 earning distribution proposal. (4) Approved the ratification of derivative trading pursuant to Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. (5) Approved the Company's 2025 assessment of the attesting CPAs' independence and competence. (6) Approved the 2024 Statement of Internal Control System. (7) Approved the definition and scope of the Company's entry-level employees. (8) Approved the proposal of partial amendments to the "Articles of Incorporation". (9) Approved the full re-election of directors of the Company. (10) Approved the period and venue to accept shareholders' proposals and the nomination of director candidates |
for the 2025 shareholders’ meeting.
(11) Approved the proposal for approving the Board of Directors to nominate and review the list of director candidates (independent directors included).
(12) Approved the request to relieve all new directors from the non-compete restrictions.
(13) Approved the matters related to the convention of the 2025 regular shareholders’ meeting.
(14) Approved the partial amendment to GM-22 Director's Remuneration Payment Act.
(15) Approved the Report of Payment of Remuneration to Directors by the Company in 2024.
(16) Approved the appointment of Remuneration Committee members.
(17) Approved the motion for loaning new funds to the subsidiary Ventec Holding and repaying the old ones.
(18) Approved the proposal of loaning new funds to the subsidiary, Changshu Fute, with new loans and repayment of old funds.
(19) Approved the application for renewing contracts with financial institutions.
(20) Approved the change of certified public accountants in response to the internal rotation of PwC Taiwan.
- Resolutions of the 14th Meeting of the 13th Board of Directors on May 8, 2025
(1) Approved the Company’s financial statements for the first quarter of 2025.
(2) Approved the refinancing of intercompany loans to subsidiary Changshu Fute.
(3) Approved the refinancing of intercompany loans to subsidiary Liaoning Hetai.
(4) Approved the provision of intercompany loans to subsidiary U&F Innovation.
(5) Approved the cancellation of the investment project, previously resolved on November 8, 2023, to establish a new company in Mainland China through the investee Samoa Tenghui Holding Co., Ltd.
- Resolutions of the 1st Meeting of the 14th Board of Directors on May 29, 2025
(1) Elected the Chairman of the Board. Upon unanimous consent of all directors, Hehan Investment Co., Ltd. was elected as Chairman.
(2) Approved the execution of industry-academia collaboration and academic feedback agreements with National Taiwan University and National Yunlin University of Science and Technology.
- Resolutions of the 2nd Meeting of the 14th Board of Directors on August 7, 2025
(1) Approved the appointment of members of the Remuneration Committee.
(2) Approved the appointment of members of the Corporate Governance and Sustainability Development Committee.
- Resolutions of the 3rd Meeting of the 14th Board of Directors on August 7, 2025
(1) Approved the ratification of derivative financial instrument transactions in accordance with Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
(2) Approved the change of certifying CPA due to internal rotation at PricewaterhouseCoopers Taiwan.
(3) Approved the Company’s financial statements for the second quarter of 2025.
(4) Approved the renewal of directors’ and supervisors’ liability insurance.
(5) Approved the renewal of credit facilities for financial instrument transactions with banks.
(6) Approved the cancellation of the investment project, previously resolved on August 8, 2024, to establish a Xiamen company in Mainland China through the investee Samoa Tenghui Holding Co., Ltd.
(7) Approved the refinancing of intercompany loans to subsidiary Changshu Fute.
(8) Approved the refinancing of intercompany loans to subsidiary Liaoning Hetai.
(9) Approved the Company’s 2024 Sustainability Report.
(10) Approved the proposed disposal of land and buildings by subsidiary Changshu Fute.
- Resolutions of the 4th Meeting of the 14th Board of Directors on November 10, 2025
(1) Approved the ratification of derivative financial instrument transactions in accordance with Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
(2) Approved the Company’s financial statements for the third quarter of 2025.
(3) Approved the Company’s 2026 internal audit plan.
(4) Approved the Company’s 2026 business plan summary.
(5) Approved the Company’s 2026 sustainability development implementation plan.
(6) Approved the refinancing of intercompany loans to subsidiary Changshu Fute.
(7) Approved the provision of intercompany loans to subsidiary Chang Jie Technology.
(8) Approved amendments to certain provisions of the Company’s CW-100 Payroll Cycle and corresponding revisions to the AW-100 audit procedures.
(9) Approved amendments to certain provisions of the Company’s policies governing directors’ and managerial remuneration and board performance evaluation.
- Resolutions of the 5th Meeting of the 14th Board of Directors on March 5, 2026
(1) Approved the distribution of employee compensation (including compensation for non-managerial employees) and directors’ remuneration for 2025.
(2) Approved the Company’s 2025 Annual Business Report and financial statements.
(3) Approved the proposed distribution of 2025 earnings.
(4) Approved the ratification of derivative financial instrument transactions in accordance with Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
(5) Approved the evaluation of independence and competence of the Company’s certifying CPAs for 2026.
(6) Approved the Company’s 2025 Internal Control System Statement.
(7) Approved amendments to certain provisions of the Company’s “GM-32 Sustainability Development Best
22
Practice Principles."
(8) Approved the proposal to release directors and their representatives from non-compete restrictions.
(9) Approved the convening of the 2026 Annual General Meeting of Shareholders.
(10) Approved the report on directors' remuneration for 2025.
(11) Approved amendments to certain provisions of the Company's "Procedures for Acquisition or Disposal of Assets."
(12) Approved the renewal of financing facilities with financial institutions.
(13) Approved the refinancing of intercompany loans to subsidiary Tenghui Holding.
8. Resolutions of the 6th Meeting of the 14th Board of Directors on March 26, 2026
(1) Approved the dissolution and liquidation of subsidiary Changshu Fute Automotive Trim Co., Ltd.
(2) Approved the proposal to release directors and their representatives from non-compete restrictions.
(II) 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.
II. Directors' recusal for avoidance of motions with personal interests; the name of the director, the content of the motion, the reasons for recusal, and the participation in voting shall be disclosed: Lung-Fa Hsieh and Kuo-Hua Chang recused themselves as directors from the discussion and voting on the review and non-competition clause.
III. For a TWSE or TPEx listed company, disclose information including the evaluation cycle and period(s) of the Board of Directors' self-evaluations (or peer evaluations) and the evaluation method and content. Additionally, provide information on the Implementation of Evaluations of the Board of Directors (Note 3).
IV. Give an evaluation of the targets that were adopted for strengthening the functions of the board during the current and immediately preceding fiscal years (such as establishing an audit committee, increasing information transparency, etc) and the measures taken toward achievement thereof: The operation of the board meetings complies with the "Rules of Procedure for Board of Directors Meetings". The board members have actively attended the continuing education courses under the coverage of corporate governance organized by the designated institutions in the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies. In addition, the Company has four independent directors in place. The four independent directors attended the board meetings well. With their professional knowledge and competencies, including accounting and finance analysis, they provide good advice to the Board of Directors on the proposals related to the implementation of the internal control system, business, and finance. The above implementations should help to strengthen the functions of the Board of Directors and implement the goals of corporate governance.
Note 1: For a director or supervisor that is a juristic person (corporate entity), disclose the name of the corporate shareholder and the name of its representative.
Note 2: (1) If any director or supervisor leaves office before the end of the fiscal year, specify the date that they left office in the Remarks column. Their in-person attendance rate (%) should be calculated based on the number of board meetings held and the number they attended in person during the period they were in office.
(2) If any by-election for directors or supervisors was held before the end of the fiscal year, the names of the new and old directors and supervisors should be filled in the table, with a note stating whether the director or supervisor left office, was newly serving, or was serving consecutive terms, and the date of the by-election. The in-person attendance rate (%) should be calculated based on the number of board meetings held and the number attended in person during the period of each such person's actual time in office.
Note 3: Implementation of the evaluation of the Board of Directors:
| Evaluation cycle (Note 1) | Evaluation period (Note 2) | Scope of evaluation (Note 3) | Method of evaluation (Note 4) | Evaluation Content (Note 5) |
|---|---|---|---|---|
| Once a year | January 1, 2025 – December 31, 2025 | Board of Directors | Self-evaluation by board members | The degree of participation in the operation of the company, the quality of the board's decision-making, board makeup and structure, election and continuing education of the directors, internal control and focus on sustainable development (ESG) |
| Once a year | January 1, 2025 – December 31, 2025 | Individual board member | Self-evaluation of board members | Familiarity with Company's objectives and missions, commitment to sustainable development (ESG), awareness of the duties of a director, participation in the operation of the company, management of internal relationships and communication, the director's |
| management, and the management of external relationships and communication |
24
| professionalism and continuing education, internal control. | ||||
|---|---|---|---|---|
| Once a year | January 1, 2025–December 31, 2025 | Functional committees | Self-evaluation of individual committee members | Participation in the operation of the company, awareness of the duties of the functional committees, improvement of the decision-making quality of the functional committees, composition of the functional committees and selection of members, internal control |
In 2025, the Company conducted self-evaluation questionnaires for the Board of Directors (including functional committees) and individual directors. The average evaluation scores all exceeded 4, indicating that the overall operation of the Board is sound and in compliance with corporate governance principles.
Note 1: Fill in the cycle on which the board evaluations are performed, for example, performed once per year.
Note 2: Fill in the period covered by the board evaluation, for example: An evaluation was performed of the performance of the Board of Directors from January 1, 2025 to December 31, 2025.
Note 3: The scope of the evaluation should cover the performance of the board as a whole, the individual directors, and the functional committees.
Note 4: The performance evaluation methods may include an internal evaluation by the board, self-evaluations by individual board members, peer evaluations by board members, evaluations of external organizations or experts engaged for that purpose, or other suitable methods.
Note 5: The evaluation content shall include at least the following based on the scope of the evaluation:
(1) Evaluation of the performance of the board should include at least the following: degree of the board’s participation in the operation of the company, the quality of the board’s decision-making, composition and structure of the board, election and continuing education of the directors, internal control.
(2) Evaluation of the performance of individual directors should include at least the following: familiarity with the goals and missions of the company, awareness of the duties of a director, participation in the operation of the company, management of internal relationships and communication, the director's professionalism and continuing education, internal control.
(3) Evaluation of the performance of the functional committees: including at least the level of participation in the Company's operations, awareness of the duties of the functional committees, improvement of the quality of the decisions made by the functional committees, composition of the functional committees and election of their members, internal control, etc.
(II) Operation of the Audit Committee
The number of the Audit Committee meetings held in the most recent year (2025) up to the publication date of the prospectus was: six【A】(one in 2025 and two in 2026). The attendance by the independent directors and supervisors was as follows:
| Title | Name | No. of meetings participated in person (B) | Number of proxy attendance | Actual attendance rate (%) (B/A) (Note 1, 2) | Remarks |
|---|---|---|---|---|---|
| Independent director | Lung-Fa Hsieh | 6 | 0 | 100 | |
| Independent director | Kuo-Hua Chang | 6 | 0 | 100 | |
| Independent director | Chiu-Ling Shih | 4 | 0 | 100 | Assumed office on May 29, 2025 |
| Independent director | Heng-Chiang Huang | 4 | 0 | 100 | Assumed office on May 29, 2025 |
25
Other mandatory disclosures:
I. 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:
The Audit Committee of the Company is composed of four independent directors. The Audit Committee aims to assist the Board of Directors to perform the supervision of the Company's quality and reliability in the implementation of accounting, auditing, financial reporting processes, and financial systems.
The Audit Committee held 4 meetings in 2025. Matters reviewed mainly included:
(1) Auditing financial statements
(2) Internal control system and related policies and procedures
(3) Material asset or derivative transactions
(4) Material loaning of funds, and endorsements/guarantees
(5) Legal compliance
(6) Assessment of attesting CPAs’ independence
(7) Application for renewing financing contracts with financial institutions.
(8) Inquiry on the effectiveness of the internal control system
(9) Renewal of directors and supervisors’ liability insurance
(10) Earning distribution
(11) Matters involving directors’ conflicts of interests
(12) Review of the business report and summary of the business plan
■Reviewing financial reports
The Board of Directors has prepared the Company's 2025 business report, financial statements, and earnings distribution proposal. The financial statements have been audited by PwC Taiwan, which has issued an audit report. The aforesaid business report, financial statements, and profit distribution proposal have been audited by the Audit Committee and no inconsistency was found.
■Assessing the effectiveness of the internal control system
The Audit Committee evaluates the effectiveness of the policies and procedures of the Company's internal control system (including controlling measures such as finance, operation, risk management, information security, outsourcing, and legal compliance), as well as the regular reports from the management, including risk management and legal compliance. By referring to the Internal Control-Integrated Framework issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, the Audit Committee believes that the Company's risk management and internal control systems are effective. The Company has adopted necessary control mechanisms to supervise and correct violations.
■Commissioning attesting CPAs
The Audit Committee is entrusted with the responsibility of supervising the independence of the attesting accounting firm, to ensure the fairness of the financial statements. Generally, except for tax-related services or items approved in particular, the attesting accounting firm is not allowed to provide other services to the Company. All services provided by attesting CPAs must be approved by the Audit Committee. In coordination with the internal rotation at PricewaterhouseCoopers Taiwan on August 7, 2025, and upon approval by the 1st Meeting of the 5th Audit Committee and the 1st Meeting of the 14th Board of Directors on the same date, the Company changed its certifying CPAs effective from the second quarter of 2025 to Chih-Wei Lai and Yu-Chuan Wang.
To ensure the independence of the attesting accounting firm, the Audit Committee formulated an independence assessment form by referring to Article 47 of the Accountant Act and the Bulletin of Norm of Professional Ethics for Certified Public Accountant No.10 “Integrity, Objectivity and Independence,” to evaluate the CPAs’ independence, professionalism, and competence, as well as whether the Company is a related party to them, or any business or financial interest relationship with the Company. The 13th meeting of the 5th Audit Committee and the 5th meeting of the 14th Board of Directors, both held on March 5, 2026, reviewed and approved that CPA Chih-Wei Lai and CPA Yu-Chuan Wang of PwC Taiwan meet the independence evaluation standards and are qualified to serve as the Company’s financial and tax attestation CPAs.
(I) Any matter under Article 14-5 of the Securities and Exchange Act: approved by the Audit Committee
and reported to the Board.
- In the 12th meeting, the 12th Audit Committee on February 24, 2025, the following were approved:
(1) Approved the proposal of 2024 employee and director remuneration distribution.
(2) Approved the 2024 Business Report and Financial Statements.
(3) Approved the Company's 2024 earning distribution proposal.
(4) Approved the ratification of derivative trading pursuant to Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
(5) Approved the Company's 2025 assessment of the attesting CPAs' independence and competence.
(6) Approved the 2024 Statement of Internal Control System.
(7) Approved the definition and scope of the Company's entry-level employees.
(8) The partial amendments to the "Articles of Incorporation.
(9) The partial amendment to GM-22 Director's Remuneration Payment Act.
(10) Approved the Report of Payment of Remuneration to Directors by the Company in 2024.
(11) Loaning of new funds to the subsidiary Ventec Holding and repaying the old ones.
(12) Loaning of new funds to the subsidiary, Changshu Fute, with new loans and repayment of old funds.
(13) Application for renewing contracts with financial institutions.
(14) The change of certified public accountants in response to the internal rotation of PwC Taiwan.
- Resolutions of the 13th Meeting of the 4th Audit Committee on May 8, 2025
(1) Approved the Company's financial statements for the first quarter of 2025.
(2) Approved the refinancing of intercompany loans to subsidiary Changshu Fute.
(3) Approved the refinancing of intercompany loans to subsidiary Liaoning Hetai.
(4) Approved the provision of intercompany loans to subsidiary U&F Innovation.
(5) Approved the cancellation of the investment project, previously resolved on November 8, 2023, to establish a new company in Mainland China through the investee Samoa Tenghui Holding Co., Ltd.
- Resolutions of the 1st Meeting of the 5th Audit Committee on August 7, 2025
(1) Elected the Convener of the 5th Audit Committee.
(2) Approved the ratification of derivative financial instrument transactions in accordance with Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
(3) Approved the change of certifying CPAs in coordination with the internal rotation at PricewaterhouseCoopers Taiwan.
(4) Approved the Company's financial statements for the second quarter of 2025.
(5) Approved the renewal of directors' and supervisors' liability insurance.
(6) Approved the renewal of credit facilities for financial instrument transactions with banks.
(7) Approved the cancellation of the investment project, previously resolved on August 8, 2024, to establish a Xiamen company in Mainland China through the investee Samoa Tenghui Holding Co., Ltd.
(8) Approved the refinancing of intercompany loans to subsidiary Changshu Fute.
(9) Approved the refinancing of intercompany loans to subsidiary Liaoning Hetai.
(10) Approved the Company's 2024 Sustainability Report.
(11) Approved the proposed disposal of land and buildings by subsidiary Changshu Fute.
- Resolutions of the 2nd Meeting of the 5th Audit Committee on November 10, 2025
(1) Approved the ratification of derivative financial instrument transactions in accordance with Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
(2) Approved the Company's financial statements for the third quarter of 2025.
(3) Approved the Company's 2026 internal audit plan.
(4) Approved the Company's 2026 business plan summary.
(5) Approved the Company's 2026 sustainability development implementation plan.
(6) Approved the refinancing of intercompany loans to subsidiary Changshu Fute.
(7) Approved the provision of intercompany loans to subsidiary Chang Jie Technology.
(8) Approved amendments to certain provisions of the Company's CW-100 Payroll Cycle and
26
corresponding revisions to the AW-100 audit procedures.
(9) Approved amendments to certain provisions of the Company’s policies governing directors’ and managerial remuneration and board performance evaluation.
- Resolutions of the 3rd Meeting of the 5th Audit Committee on March 5, 2026
(1) Approved the distribution of employee compensation (including compensation for non-managerial employees) and directors’ remuneration for 2025.
(2) Approved the Company’s 2025 Annual Business Report and financial statements.
(3) Approved the proposed distribution of 2025 earnings.
(4) Approved the ratification of derivative financial instrument transactions in accordance with Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
(5) Approved the evaluation of independence and competence of the Company’s certifying CPAs for 2026.
(6) Approved the Company’s 2025 Internal Control System Statement.
(7) Approved amendments to certain provisions of the Company’s “GM-32 Sustainability Development Best Practice Principles.”
(8) Approved the proposal to release directors and their representatives from non-compete restrictions.
(9) Approved the report on directors’ remuneration for 2025.
(10) Approved amendments to certain provisions of the Company’s “Procedures for Acquisition or Disposal of Assets.”
(11) Approved the renewal of financing facilities with financial institutions.
(12) Approved the refinancing of intercompany loans to subsidiary Tenghui Holding.
- Resolutions of the 4th Meeting of the 5th Audit Committee on March 26, 2026
(1) Approved the dissolution and liquidation of subsidiary Changshu Fute Automotive Trim Co., Ltd.
(2) Approved the proposal to release directors and their representatives from non-compete restrictions.
(II) 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.
II. 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.
III. Communication between the independent directors and the chief internal audit officer and the CPAs that serve as external auditors (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).
-
The Company submits the audit report (the actual implementation of the audit plan) and follow-up report (the improvement of the deficiencies) on the previous month to the independent directors for review.
-
The internal audit officer of the Company regularly explains the audit business, audit results, and follow-up situation to the independent directors during the Audit Committee meetings.
-
The Company holds board meetings on a quarterly basis. Independent directors and the audit officer all participated in the board meetings, and the audit officer reports on the internal audit business situation at each board meeting.
-
When reviewing annual financial reports, CPAs participated in the Audit Committee, explaining the process of auditing financial statements, scope, and the update of laws and regulations, with sufficient discussions with independent directors.
-
The audit officer, CPAs, and independent directors may contact each other directly whenever required, and the communication channels are smooth.
-
Please refer to (Note 3) and (Note 4) for the summary of the communications from 2025 to 2026.
Note 1: *If any independent director left the committee before the end of the fiscal year, specify the date that they left the committee in the Remarks column. Their in-person attendance rate (%) should be calculated based on the number of audit committee meetings held and the number they attended in person during the period they were on the committee.
Note 2: If any by-election for independent director was held before the end of the fiscal year, the names of the new and old independent directors
27
should be filled in the table, with a note stating whether the independent director left office, was newly serving, or was serving consecutive terms, and the date of the by-election. The in-person attendance rate (%) should be calculated based on the number of audit committee meetings held and the number attended in person during the period of each such person's actual time on the committee.
Note 3: Summary of the communication between independent directors and internal auditing officers
| Date/Name of meeting | Emphasis of meeting | Outcomes |
|---|---|---|
| February 24, 2025 | ||
| Audit Committee | 1. Internal audit report from November 2024 to January 2025. | |
| 2. 2024 Declaration of Internal Control System | No opinion was expressed by any independent directors or submitted to the Board after the deliberation. | |
| May 8, 2025 | ||
| Audit Committee | Internal Audit Reports from February 2025 to April 2025 | No opinion was expressed by any independent directors or submitted to the Board after the deliberation. |
| August 7, 2025 | ||
| Audit Committee | Internal Audit Reports from May 2025 to July 2025 | No opinion was expressed by any independent directors or submitted to the Board after the deliberation. |
| November 10, 2025 | ||
| Audit Committee | Internal Audit Reports from August 2025 to October 2025 | |
| The 2026 audit plan | No opinion was expressed by any independent directors or submitted to the Board after the deliberation. | |
| March 5, 2026 | ||
| Audit Committee | Internal Audit Reports from November 2025 to January 2026 | |
| 2025 Internal Control System Statement | No opinion was expressed by any independent directors or submitted to the Board after the deliberation. |
Note 4: Summary of previous communications between Independent Directors and CPAs
| November 6, 2024
Audit Committee | The consolidated financial statements of Q3 2024. | The CPAs attended the Audit Committee on November 6, 2024, explained the 2024 audit plan, communicated the audit quality indicator (AQI) with the governance unit, and discussed and communicated with the independent directors about the issues raised. |
| --- | --- | --- |
| February 24, 2025
Audit Committee | 2024 parent company only financial statements and consolidated financial statements. | The CPAs participated in the Audit Committee meeting on February 24, 2025, to explain the audit of 2024 financial reports, and discuss and communicate regarding the questions raised by the independent directors. |
| August 7, 2025
Audit Committee | The consolidated financial statements for the second quarter of 2025. | The CPAs attended the Audit Committee meeting on August 7, 2025, to present the results of their review of the second-quarter 2025 financial statements, communicate with those charged with governance regarding the audit planning stage, and discuss and respond to questions raised by the independent directors. |
| March 5, 2026
Audit Committee | The parent company only and consolidated financial statements for 2025. | The CPAs attended the Audit Committee meeting on March 5, 2026, to present the results of their audit of the 2025 financial statements, communicate with those charged with governance at the completion stage, discuss Audit Quality Indicators (AQIs), and address questions raised by the independent directors. |
(III) The status of corporate governance and the deviation and reason for "Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies".
| Assessment criteria | Operation status (Note 1) | | Deviation and reason
"Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies". |
| --- | --- | --- | --- |
| | Yes | No Summary | |
| -- 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?
II. The Company's equity structure and shareholders' equity | V | The Company has established the "Corporate Governance Best-Practice Principles" and has placed it on the Company's website under the "Public Information/Reports/Corporate Governance Regulations/Corporate Governance Regulations" for stakeholders to download and refer. | Complies with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies |
| (I) Has the Company created a set of internal procedures to handle shareholders' suggestions, queries, disputes, and litigations and enforced them accordingly?
(II) Does the Company know the identity of its major shareholders and the parties with ultimate control of the major shareholders?
(III) Has the Company established and implemented risk management practices and firewalls for its affiliated companies?
(IV) Has the Company established internal policies that prevent insiders from trading securities against non-public information?
III. Composition and responsibilities of the Board of Directors | V | The Company's "Corporate Governance Best-Practice Principles" provides a special chapter on the protection of shareholders' interests and has a spokesperson, deputy spokesperson, and investor service unit. The contact information is fully disclosed on the Company's website. Shareholders can contact the Company and it will handle such incidents or suggestions in accordance with relevant operating procedures.
The Company keeps abreast of shareholder information through the register of shareholders as at the date of book closure and shareholders holding 10% or more of the Company's shares and every major shareholder with a stake of more than 5% in the financial statement of each quarter.
The Company's board of directors has resolved to adopt internal control measures such as the "Procedures for Dealings with Related Parties, Specific Companies, and Group Companies," "Supervision and Management of Subsidiaries," and "Management of Transactions with Related Parties" to establish relevant risk control and firewall.
The Company has established the "Ethical Code of Conduct", "Ethical Corporate Management Best Practice Principles", and "Procedures for Handling Material Inside Information", to regulate the personnel to avoid conflicts of interest related to their jobs, and forbid insiders to trade securities with the undisclosed information known to them, or leak the same to others, to prevent insider trading.
The Company also conducts in-person training at least once a year for current directors, managers, and employees. The training covers topics such as procedures for handling material internal information and the prohibition of insider trading. In addition, the Company periodically reinforces relevant regulations via email communications, including restrictions on trading Company shares during blackout periods—specifically, 30 days before the announcement of annual financial statements and 15 days before the announcement of quarterly financial statements. | |
| Assessment criteria | Operation status (Note 1) | | Deviation and reason
“Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies”. |
| --- | --- | --- | --- |
| | Yes | No Summary | |
| (I) Have a diversity policy and specific management objectives been adopted for the board and have they been fully implemented? | V | The Board has established the “Corporate Governance Best Practice Principles” and the “Regulations Governing the Election of Directors and Independent Directors”. Article 20 of the “Corporate Governance Best-Practice Principles” requires that the composition of the Board of Directors shall be determined by taking diversity into consideration, such as different professional backgrounds, working fields, or genders, and with the knowledge, skills, and experience to demonstrate competence in strategic guidance. The aforementioned are disclosed on the Company’s website.
1. The Company actively cooperates with the Financial Supervisory Commission to promote the sustainable development roadmap of corporate governance, and also emphasizes the gender equality of board members. Target ratio of female directors currently, four of the nine directors are female, accounting for 44.44%.
2. All nine directors of the Company completed 6 hours of refresher courses in 2025.
3. The 13th Board of Directors consists of 9 directors. Non-employee directors account for 44.44%, independent directors account for 44.44%, and female directors account for 44.44%. The average age of all directors is 53.1 years old.
4. The board members as a whole are competent. Please refer to pages 10-12 of the diversity of the Board of Directors of this annual report. | Complies with the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
| (II) Apart from the Remuneration Committee and Audit Committee, has the Company assembled other functional committees at its own discretion?
(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 a reference in determining salary/remuneration for individual directors and their nomination and additional office terms?
(IV) Does the Company evaluate the independence of CPAs on a regular basis? | V
V
V | The Company has established the “Corporate Governance and Sustainable Development Committee” to assist the Board of Directors in the promotion of sustainable development and implementation of sustainable governance, aiming to enhance corporate governance, implement environmental protection, and fulfill social responsibilities.
The Company has established the “Rules for Performance Evaluation of Board of Directors” and conducts performance evaluations every year. The self-evaluations for the 2025 Board’s performance were completed and reported in the board meeting on March 5, 2026 and disclosed in the annual report and the MOPS as required.
The Company conducts regular assessments of the independence of its certifying CPAs, and the results were submitted to the Audit Committee and the Board of Directors on March 5, 2026, for review and approval. Based on the Company’s evaluation, CPA Chih-Wei Lai and CPA Yu-Chuan Wang of PricewaterhouseCoopers Taiwan meet the Company’s independence criteria (Note 2) and are qualified to serve as the Company’s certifying CPAs. The accounting firm has also issued a written independence | Complies with the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
| Assessment criteria | Operation status (Note 1) | | | Deviation and reason
“Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies”. |
| --- | --- | --- | --- | --- |
| | Yes | No | Summary | |
| 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 for 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 in accordance with the law, and compiling minutes of board meetings and annual general meetings)? | V | | representation (Note 3).
The Company's Board of Directors approved the creation of the position of "Corporate Governance Officer", which is held concurrently by Jui-Tse Lin, the general manager. The major functions include: handling board and shareholder meetings in accordance with the law, producing minutes of the board and shareholder meetings, assisting in the onboarding and continuous development of directors and supervisors, providing information required for business execution and legal compliance, and other matters specified in the articles of incorporation or contracts.
The Company's corporate governance officer has performed the relevant functions above in 2025, and completed 12 hours of continuing education in 2025. These are disclosed on the Company's website and the MOPS. | Complies with the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
| IV. 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 communicate with stakeholders, and has set up the stakeholders section on the Company website, to provide diversified communication channels and contact platforms. The stakeholders include investors and shareholders, employees, customers, suppliers, communities, or parties having interests in the Company. The smooth communication channels are maintained for them. | Complies with the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
| VI. Does the Company engage a share transfer agency to handle shareholder meeting affairs? | V | | The Company commissions the Stock Affairs Department of President Securities Co, Limited to handle the affairs of the shareholders' meeting. | Complies with the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
| Assessment criteria | Operation status (Note 1) | | | Deviation and reason
“Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies”. |
| --- | --- | --- | --- | --- |
| | Yes | No | Summary | |
| | | V | | |
| VII. Information disclosure
(I) Has the Company established a website that discloses financial, business, and corporate governance-related information?
(II) Does the Company use other information disclosure channels (such as maintaining an English-language website, designating staff to handle information collection and disclosure, appointing spokespersons, and webcasting investors conferences)?
(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 | V | The Company has established an open website (http://www.yccco.com.tw) to regularly disclose information related to finance, business, and corporate governance.
The Company has set up the website in both Chinese and English, appointed the personnel in the Office of General Manager to be responsible for collecting and disclosing information, and has a spokesperson and deputy spokesperson in place to implement the spokesperson system.
The entire process of the Company's investor conference was broadcast live, and the disclosure has been disclosed on the Company's website and the Market Observation Post System for inquiry.
The Company publishes and reports its annual financial statements within three months after the end of the fiscal year, and publishes and reports its financial statements for the first, second, and third quarters as well as its operating statements for each month before the specified deadlines. | Complies with the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies
Same as the summary
Complies with the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
| 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 places great importance on employees' working environment and rights. In addition to establishing an Employee Welfare Committee to implement various employee benefit programs, the Company has also established the “Employee Shareholding Association of Y.C.C. Parts MFG. Co., Ltd.” to support employees in long-term savings and help secure their retirement. There is also a monthly on-site doctor to provide medical and health-related consultation to employees in need, while interaction and communication are enhanced and employee grievance channels are provided.
2. Investor relations: Investors can fully understand the Company's operations through the Company's website or the Market Observation Post System, and can communicate with the spokesperson through the communication platform or participate in the institutional investor conference held by the Company.
3. Supplier relations: The Company regards suppliers as long-term partners in order to establish a sustainable policy for common growth; therefore, in addition to evaluating the quality, delivery In other words, suppliers are required to sign a supplier agreement and supplier social responsibility commitment to ensure compliance. In addition, suppliers can maintain contact with the Company through the Company's website and communication | Complies with the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
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| Assessment criteria | Operation status (Note 1) | | Deviation and reason
“Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies”. |
| --- | --- | --- | --- |
| | Yes | No Summary | |
| | | platforms.
4. The rights of stakeholders: The Stakeholders section has been set up on the Company's website to provide multiple communication channels and platforms and to respond appropriately to issues of concern to stakeholders. The status of the communication was reported to the Board of Directors on November 6, 2024.
5. Continuing education of directors and supervisors: All nine directors of the Company completed 6 hours of continuing education in 2024.
6. Implementation of risk management policies and risk measurement standards: The Company complies with the internal control system and various management regulations to reduce various risks, and the internal audit unit formulates annual audit plans based on risk assessment results and implements them.
7. Implementation of customer policy: Under the policy of high customer satisfaction, the Company places great importance on product quality and customer response, taking immediate measures to address customer requirements and complaints, with the goal of creating a win-win situation.
8. The purchase of liability insurance for directors and supervisors by the Company: The Company has purchased the liability insurance for directors and supervisors from ShinKong Insurance Co, Ltd for US$5 million. | |
| IX. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by TWSE Corporate Governance Center, and propose enhancement measures for any issues that are yet to be rectified. (Not required for companies not evaluated)
1. Improvements made:
The Company has revised and disclosed on its official website the internal regulations prohibiting insiders, such as directors and employees, from trading securities using undisclosed market information. These regulations include, but are not limited to, restrictions that prohibit directors from trading Company shares during blackout periods – specifically, 30 days prior to the announcement of the annual financial statements and 15 days prior to the announcement of quarterly financial statements. In addition, the Company conducts in-person training at least once a year for current directors, managers, and employees. The training covers procedures for handling material internal information and the prohibition of insider trading, and is further reinforced periodically through educational emails.
2. Prioritized enhancements and measures:
The Company formulates intellectual property management plans linked to operational goals, and discloses the implementation status on the Company’s website or annual report, and reports to the Board of Directors at least once a year. | | | |
Note 1: Regardless of whether “Yes” or “No” is ticked regarding the implementation status, an explanation should still be provided in the explanation column for each item.
Note 2: Standards for evaluating the independence and suitability of CPAs
| Item | Specific indicators | Results | Are independence and competence conformed to? |
|---|---|---|---|
| 1 | There is no direct or indirect material financial interest between the Company and the members of the audit service team and their family members, other colleague CPAs and their family members, the CPA firm, and its affiliates. | Yes | Yes |
| 2 | There is no financing or guarantee between the Company or its directors and supervisors, the members of the audit service team and their families, other colleague CPAs and their family members, the CPA firm, and its affiliates (the normal commercial financing with financial institutions are not subject to the requirement). | Yes | Yes |
|---|---|---|---|
| 3 | There is no close business relationship between the CPA firm or the members of the audit service team and the Company or its affiliates. | Yes | Yes |
| 4 | Currently, there is no potential employment relationship between members of the audit services team and the Company. | Yes | Yes |
| 5 | None of the members of the audit service team has served as the Company’s director or supervisor, or a person holding a position with material influence over audit cases in the past two years. | Yes | Yes |
| 6 | The audit fees paid by the Company to the CPAs are fixed amounts, but not contingent fees. There is no overdue fee affecting the independence of the audit. | Yes | Yes |
| 7 | The members of the audit service team are not engaged to be the defenders of the Company's positions or opinions, or to mediate conflicts with third parties on behalf of the Company. | Yes | Yes |
| 8 | Upon the commission of this year, the CPA's service period will reach four years but not exceed seven years. | Yes | Yes |
| 9 | The members of the audit service team have no kinship with the Company's directors, supervisors, managerial officers, or personnel with material influence over audit cases. | Yes | Yes |
| 10 | The directors, supervisors, and managerial officers of the Company have not given any gift of great value to the members of the audit service team. | Yes | Yes |
| 11 | None of the Company's directors, supervisors, managerial officers, or personnel with material influence over audit cases, retired or resigned from the commissioned CPA firm within a year. | Yes | Yes |
| 12 | The independent directors of the Company were not and are not employed in the CPA firm within the two years before the appointment and during their terms of office. The Remuneration Committee members of the Company are not professionals providing business, legal, financial, accounting, and other services or consultations within the two years before the appointment and during their terms of office. | Yes | Yes |
| 13 | The Company does not make the members of the audit service team suffer or feel intimidation by the Company, making them unable to maintain objectivity and clarify professional doubts. For example: | ||
| 1. The Company's management having improper requirements for the choice of accounting policies or disclosure in the financial statements. | |||
| 2. The Company did not request to reduce the audit work to be performed on the grounds of reduced fees. | Yes | Yes | |
| 14 | Attesting CPAs do not serve as directors, supervisors, managerial officers, or positions with material influence over audit cases of the Company within one year from discharge. (If they did not) | Yes | Yes |
Note 3: Statement presented by PwC Taiwan
Letter from PwC Taiwan
Recipient: Y.C.C. Parts MFG Co., Ltd.
Date: February 21, 2025
Document No.: Zi-Hui-Zong-Zi No. 24008499
Subject: At the request of the Company and its subsidiaries (collectively referred to as the "Group"), and in accordance with CPA Professional Ethics Bulletin No. 10, Independence in Audit and Review Engagements, our firm has performed an independence assessment with respect to the Group, as described below, for your review.
Explanation:
I. Pursuant to Article 4 of Bulletin No. 10 of the Code of Ethics for Certified Public Accountants ("Bulletin No. 10"), when auditing or reviewing financial Independence becomes even more important. Therefore, the members of the audit engagement team, other associated certified public accountants, the firm, and its affiliated entities (as detailed in Attachment 3) (hereinafter collectively referred to as the "members of the audit team and related parties of the firm") must maintain independence from the audit client. In addition, Article 6 of Communique No. 10 also states that "independence may be affected by the familiarity of self-interest and self-assessment on defense and coercion." We only declare to the Group for the factors mentioned in Article 6 that may affect our independence that our independence has not been affected by the above factors.
II. Independence is not affected by self-interest
We hereby declare that the members of the audit engagement team (see Attachment 1) and the related parties of our firm have not had any of the following with the Group or its directors and supervisors: (1) direct or material indirect financial interests; (2) close business relationships; (3) potential employment relationships; or (4) financing or guarantee arrangements. Furthermore, our firm has not allowed concerns over potential client loss to influence the audit work performed for the Group, nor have we received or agreed to any contingent fees related to the audit engagement
III. Independence is not affected by the self-assessment
We hereby declare that no member of the audit engagement team currently holds, or has held within the past two years, any position as a director, supervisor, or any role with direct and material influence over the audit engagement within the Group. Furthermore, our firm has not provided any non-assurance services (see Attachment 4) that would have a direct impact on key aspects of the audit engagement.
IV. Independence not affected by defense
We hereby declare that no member of the audit engagement team has been engaged to act as an advocate for the Group's position or opinions, nor to represent the Group in mediating or coordinating conflicts with third parties. In addition, the firm does not promote or broker the shares or other securities of the Group.
V. Independence is not affected by familiarity
We hereby declare that: (1) No member of the audit engagement team has any familial relationship with the Group's directors, supervisors, managers, or personnel in positions that have significant influence over the audit engagement; (2) No former co-signing CPA (see Attachment 2) who resigned within the past year has served as a director, supervisor, manager, or in any position with significant influence over the audit engagement within the Group; (3) No member of the audit engagement team has received any valuable gifts or presents from the Group, its directors, supervisors, managers, or major shareholders.
VI. Independence not affected by coercion
We hereby declare that the members of the audit team did not experience or feel any unjustifiable request from the Group's management regarding the choice of accounting policies or disclosures in the financial statements; nor did the audit team reduce the amount of audit work performed under the pretext of reducing fees, which affected the observability and professional suspicion.
VII. We hereby declare that the members of the audit team shall perform their professional services with integrity, impartiality and objectivity, maintain a spirit of detachment and independence, and express their opinions fairly.
The above statements are made in accordance with the Company's operating procedures regarding client independence inspection, and the due care and attention paid to the profession. This report only
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Attachments:
1: According to the list of audit team members specified in Communiqué No. 10.
2: Resigned from the joint practice of CPAs in the past year.
3: List of affiliates of PwC Taiwan.
4: Non-assurance services provided by PwC Taiwan and its affiliated companies to Y.C.C. Parts MFG Co., Ltd.
PwC Taiwan
CPA
Wang, Yu-Chuang
Liu, Mei-Lan
PricewaterhouseCoopers, Taiwan
12F, No.402, Shizheng Rd., Xitun Dist., Taichung 407619, Taiwan
12F, No.402, Shizheng Rd., Xitun Dist., Taichung 407619, Taiwan
T: +886(4) 2704-9168 F: +886 (4) 2254 2166, www.pwc.tw
(IV) Composition, duties and operation of the Remuneration Committee
April 1, 2026
- Information on the members of the Remuneration Committee
| Status (Note 1) | Criteria Name | Professional qualifications and experience (Note 2) | Meeting independence criteria (Note 3) | Number of positions as a Remuneration Committee member in other public companies |
|---|---|---|---|---|
| Convener and Independent Director | Lung-Fa Hsieh | Possesses over 30 years of experience in business management theory and practice, with strong analytical expertise and decision-making capabilities in corporate strategy, R&D management, and marketing planning. | All members comply with Article 3 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. Please refer to the information of directors and supervisors (II) | 0 |
| Independent director | Kuo-Hua Chang | Possesses professional expertise in corporate governance-related legal and practical matters, as well as industrial development and operational management. Professor, Graduate Institute of Technology Law, National Yunlin University of Science and Technology Areas of Expertise: Commercial Law; Company Law; Negotiable Instruments Law; Intellectual Property Law; Trade Secrets Law; Copyright Law; Administrative Law; Environmental Law | 2 | |
| Independent director | Chiu-Ling Shih | Attorney, Hsiao Li Law Firm Honorary Legal Counsel for SMEs, Ministry of Economic Affairs; Adjunct Lecturer, Providence University Possesses professional legal expertise and practical experience, and is a qualified attorney. | 0 | |
| Independent director | Heng-Chiang Huang | Independent Director, Holistic Health Biotech Co., Ltd. Associate Dean for Administration, College of Management, National Taiwan University Professor, Department (and Graduate Institute) of International Business, College of Management, National Taiwan University Research Assistant, University of Michigan School of Business Officer, Overseas Economic and Trade Offices, International Trade Administration, Ministry of Economic Affairs | 1 |
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| Possesses expertise in marketing strategy and management, market research, consumer behavior analysis, and international business strategy. | ||||
|---|---|---|---|---|
Note 1: Please specify the seniority, professional qualifications, experience, and independence of each Remuneration Committee member in the table. In the case of independent directors, please refer to Table 1 Directors and Supervisors on page 17 for the description Information (1) Related content. Please fill in the identity as an independent director or others (if the convener, please specify).
Note 2: Professional qualifications and experience: Describe the professional qualifications and experience of individual Remuneration Committee members.
Note 3: Independence criteria: Members of the Remuneration Committee meet the independence criteria, including but not limited to whether the member, his/her spouse, or a relative within the second degree of kinship serves as a director, supervisor, or employee of the Company or its affiliated companies; whether the member, his/her spouse, or a relative within the second degree of kinship (or through a third party) holds shares in the company and the percentage of such shares; whether the member serves as a director, supervisor, or employee of a company with a specific relationship with the Company, as defined in Article 6, Paragraph 1, Subsections 5 to 8 of the Regulations for the Establishment and Exercise of Functions of the Remuneration Committee; and the amount of remuneration received for providing business, legal, financial, accounting, or other services to the Company or its affiliates in the last 2 years.
2. Operation of the Remuneration Committee
(1) The Company's Remuneration Committee consists of four members.
(1) The term of the current members is from August 7, 2025 to May 28, 2028. The number of Remuneration Committee meetings held from the beginning of the term up to the publication date of the prospectus was: three (A) (two in 2025 and one in 2026). The attendance by the members was as following:
| Title | Name | No. of meetings attended in person (B) | Number of proxy attendance | Attendance expected (A) | Actual attendance rate (%) (B/A) (Note) | Remarks |
|---|---|---|---|---|---|---|
| Convener | Lung-Fa Hsieh | 3 | 0 | 3 | 100 | Re-elected |
| Member | Kuo-Hua Chang | 3 | 0 | 3 | 100 | Re-elected |
| Member | Chiu-Ling Shih | 2 | 0 | 2 | 100 | Assumed office on February 24, 2025 |
| Member | Heng-Chiang Huang | 2 | 0 | 2 | 100 | Assumed office on August 7, 2025 |
Other mandatory disclosures:
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If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, the date and duration of the board meeting, the content of the motions, the resolutions of the Board of Directors, and the Company's handling of the Remuneration Committee's opinions should be disclosed. If the remuneration approved by the board deviates from the recommendations of the Remuneration Committee, the deviation and the reason for it should be stated. No such situation occurred.
-
For decisions made by the Remuneration Committee, if a member has objections or reservations with a recorded or written statement, the date, session, content of the proposal, all members' opinions, and the handling of the members' opinions by the Remuneration Committee should be stated: No such situation occurred.
The summary of the main communications and resolutions in 2025 are as follows:
| Remuneration Committee | Proposal description and follow-ups | Resolution | The Company's response to the opinions of the members: |
|---|---|---|---|
| 7th meeting of the 5th term | |||
| February 24, 2025 | I. 2024 distribution of remunerations to employees and directors. | ||
| II. The partial amendment to GM-22 Director's Remuneration Payment Act. | |||
| III. Approved the Report of Payment of Remuneration to Directors by the Company in 2024. | Approved by all attending members | Submitted to the Board and approved by all attending directors |
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| IV. Proposal of partial amendments to the “Articles of Incorporation.” | |||
|---|---|---|---|
| 1st meeting of the 6th term | |||
| November 10, 2025 | I. Approved amendments to certain provisions of the Company’s policies governing directors’ and managerial remuneration and board performance evaluation. | ||
| II. Approved amendments to certain provisions of the Company’s CW-100 Payroll Cycle and corresponding revisions to the AW-100 audit procedures. | Approved by all attending members | Submitted to the Board and approved by all attending directors | |
| 2nd meeting of the 6th term | |||
| March 5, 2026 | I. Approved the distribution of employee compensation (including compensation for non-managerial employees) and directors’ remuneration for 2025. | Approved by all attending members | Submitted to the Board and approved by all attending directors |
Note:
1. If a Remuneration Committee member left the committee before the end of the fiscal year, indicate the date in the Remarks column. Their in-person attendance rate (%) should be calculated using the number of Remuneration Committee meetings held and the number of meetings attended in person during their tenure on the committee.
2. If a by-election for Remuneration Committee members was held before the end of the fiscal year, the names of the new and old committee members should be entered into the table, along with a note indicating whether the member left office, was newly serving, or was serving consecutive terms, and the date of the by-election. The in-person attendance rate (%) should be calculated using the number of Remuneration Committee meetings held and the number attended in person during each member's actual time on the committee.
(V) Membership and operation information of the Corporate Governance and Sustainable Development Committee:
| Title | Name | Main expertise | Remarks |
|---|---|---|---|
| Director (Chairman) | Jui-Tse Lin | Demonstrating competence in corporate governance, operation management, industrial development, and decision-making. | |
| Director | Hao-Chen Lin | Expertise in business management, marketing, and financial accounting | |
| Independent director | Lung-Fa Hsieh | Operational judgment, business management, crisis management, and legal expertise | |
| Independent director | Chiu-Ling Shih | Possesses professional legal expertise and practical experience, and is a qualified attorney. | Assumed office on August 7, 2025 |
(1) Term of office of the current committee members: August 7, 2025, to May 28, 2028. From the beginning of the current term up to the date of publication of the prospectus, the Corporate Governance and Sustainability Committee has held four meetings (three in 2024 and one in 2025). (A) Attendance record:
| Title | Name | No. of meetings attended in person (B) | Number of proxy attendance | Actual attendance rate (%) (B/A) (Note) | Remarks |
|---|---|---|---|---|---|
| (convener) | Jui-Tse | 4 | 0 | 100 |
(2) The summary of the main communications and resolutions in 2025 are as follows:
| Term/Date | Proposal description and follow-ups | Resolution | Remarks |
|---|---|---|---|
| 7th meeting of the 1st term February 24, 2025 | I. Implementation of ethical corporate management. II. Implementation results of the 2024 Committee on Corporate Governance and Sustainable Development. | Approved by all attending members | |
| 1st meeting of the 2nd term August 8, 2025 | I. Approved the Company's 2024 Sustainability Report. | Approved by all attending members | |
| 2nd meeting of the 2nd term November 10, 2025 | I. Request the Company to invest a total of NT$2 million in February, May, August, and November 2026 for one blood donation event each. II. The Company is advised to invest a total budget of NT$2.5 million in January 2026 to hold year-end winter care activities. III. Requesting the Company to invest a total expense of NT$500,000 to hold a Family Day in 2026. IV. The Company is requested to invest a total of less than NT$2 million as public welfare donations in 2026. | Approved by all attending members | |
| 3rd meeting of the 2nd term March 5, 2026 | I. Implementation of ethical corporate management. II. Implementation results of the 2025 Committee on Corporate Governance and Sustainable Development. III. Approved amendments to certain provisions of the Company's “GM-32 Sustainability Development Best Practice Principles.” | Approved by all attending members |
(VI) Implementation status of sustainable development promotion and deviation and reason for "Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies".
| Assessment criteria | Implementation (Note 1) | Deviation and reason for the "Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies". | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 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 | The Company has established the Corporate Governance and Sustainable Development Committee as the highest-level governance body for promoting sustainable development. The Committee operates under the Board of Directors and is convened by the General Manager, together with senior executives responsible for coordinating the Company's sustainability strategies and reviewing implementation outcomes. A total of three meetings were held in 2025, and the Committee reports to the Board of Directors at least once annually. The 2026 sustainability development plan was reported on February 24 and November 10, 2025, and the implementation results were reported on March 5, 2026. | No material deviation. | |
| II. Has the Company conducted a risk assessment on environmental, social, and corporate governance issues that are relevant to its operations and implemented risk management policies or strategies based on principles of materiality? (Note 2) | V | Regarding the environment, the Company has completed the 2025 carbon inventory in accordance with ISO 14064-1, reviewed and initiated the Company's carbon reduction plan, and planned the 2025 carbon inventory of the subsidiaries.The Company places the highest priority on occupational safety and health, emphasizing workplace environment management and control. It has implemented equipment maintenance programs to ensure operational safety and conducts regular and real-time employee education and training. Routine and ad hoc inspections of water, electricity, gas, fire safety, and plant operations are conducted 24 hours a day. The Company also places great importance on customer service and product safety by maintaining effective communication channels with customers and suppliers, conducting regular customer satisfaction surveys, and procuring product liability insurance in accordance with applicable regulations. In fulfilling its corporate social responsibility, the Company organizes regular blood donation drives, supports disadvantaged groups, and promotes character education in schools across Changhua County. In terms of corporate governance, the company has formed the Corporate Governance and Sustainable Development Committee to make sure that its operations adhere to legal requirements, safeguard its intellectual property and equity interests, organize director training | No material deviation. |
| Assessment criteria | Implementation (Note 1) | Deviation and reason for the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies”. | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| III. Environmental issues | ||||
| (I) Has the company implemented an appropriate environmental management system based on industry characteristics? | ||||
| (II) Is the company committed to using more efficient energy and renewable materials with minimal environmental impact? | ||||
| (III) Has the company assessed the potential risks and opportunities posed by climate change for its current and future operations and taken appropriate measures to address them? | V | programs and purchase directors' liability insurance to enhance the Board of Directors' competency, and create a range of interest-based communication channels with related parties. | ||
| The Company is dedicated to risk assessment and management in all of the group's companies, as well as to its long-term operations. | ||||
| The Company complies with environmental protection regulations promulgated by the Ministry of Environment (including the Air Pollution Control Act, Water Pollution Control Act, Waste Disposal Act, and Toxic and Concerned Chemical Substances Control Act). In accordance with applicable requirements, the Company has designated environmental, health, and safety (EHS) personnel and conducts regular reporting and management of wastewater, waste, and toxic chemical substances. | No material deviation. | |||
| V | To reduce the environmental impact, the Company installs sensing lights throughout its factory areas, recycles process wastewater, and adds recycled raw materials in appropriate proportions to products. Water-saving recycling equipment has been installed and begin operations in 2026. All industrial waste is managed under formal contracts and entrusted to qualified waste disposal service providers for lawful collection, transportation, and treatment. Qualified commercial waste disposal vendors are contracted to remove and treat all commercial waste. | |||
| To use green energy, install solar power equipment on the factory roof. | ||||
| The Company promptly monitors air-conditioning systems and enforces strict temperature control at no lower than 26°C. It also promotes paperless operations, electronic approvals, and the reuse of paper to reduce energy and resource consumption. In addition, the Company carries out tree planting and greening initiatives to enhance the plant environment and establish a green workplace. | ||||
| The Company has conducted a group-wide carbon footprint inventory in accordance with ISO 14064-1 and has initiated carbon reduction programs. It also advocates energy conservation by promoting and evaluating employee participation in energy-saving and carbon reduction initiatives, thereby enhancing employees’ environmental awareness. Furthermore, waste generated during the manufacturing process is classified into different types, and various recycling and reuse methods are used to improve resource life cycles. | No material deviation. | |||
| (IV) Did the company collect data on greenhouse gas | V | The greenhouse gas emission of each plant of the Y.C.C. Parts MFG Co., Ltd. in the last 2 years is illustrated as follows: | No material deviation. |
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| Assessment criteria | Implementation (Note 1) | Deviation and reason for the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies”. | ||||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||||
| emissions, water consumption volume, and total waste weight over the last two years and develop policies to reduce greenhouse gas emissions, reduce water consumption, or manage other wastes? | Year | Scope 1 Tons | Scope 2 Tons | Scope 3 Tons | Discharge per unit of product Ton/NT$ million of revenue | |||
| 2025 | 1354.3914 | 8903.7449 | 11127.7760 | 15.8758 (including Scope 3) | ||||
| 2024 | 2002.6175 | 8679.5726 | 12950.6994 | 15.4830 (including Scope 3) | ||||
| 2023 | 594.488 | 8486.8093 | 18265.0323 | 13.3318 (including Scope 3) | ||||
| The emission mainly comes from the upstream and the electricity used in the production process of the Company. In the direction of energy saving and carbon reduction, the goal is to use an appropriate amount of recycled materials for products, reduce process waste, and reduce the emissions per unit of product. The water consumption of each plant of the Y.C.C. Parts MFG Co., Ltd. in the last 2 years is illustrated as follows: | ||||||||
| Year | Water consumption (tonnes) | Increase/decrease ratio (%) | ||||||
| 2025 | 86,095 | -12.46% | ||||||
| 2024 | 98,342 | 28.93% | ||||||
| The Company is currently expanding the installation of a water recycling system and increasing the percentage of recycled water used to achieve energy conservation. The total weight of waste by each plant of the Y.C.C. Parts MFG Co., Ltd. in the last 2 years is illustrated in the table below: | ||||||||
| Year | Domestic waste (tonnes) | Change from the previous period (tonnes) | Increase/decrease ratio (%) | Output per unit of product Ton/NT$ million of revenue | ||||
| 2025 | 6.43 | -2.97 | -31.6% | 0.0047 | ||||
| 2024 | 9.4 | 0.68 | 7.79% | 0.004 |
| Assessment criteria | Implementation (Note 1) | Deviation and reason for the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies”. |
|---|---|---|
| Yes | No | Summary |
| 2025 | 131.01 | +41.18 |
| 2024 | 89.83 | 12.77 |
| Note: The increase in sludge in 2025 was primarily due to a malfunction of the sludge dewatering machine and the inability to repair the drying system, resulting in higher moisture content and increased disposal and transportation costs. Policies: The ESG task force, together with all departments of the Company, is committed to achieving greenhouse gas (GHG) emission reduction targets. The Company regularly conducts audits and compiles statistics on plant-wide energy consumption, electricity usage, GHG emissions, water consumption, and total waste generation. Relevant data for the most recent two years can be found in the Company’s annual report or sustainability report. The disclosed data for the past two years covers all operational sites of the Company within the defined inventory boundary. (II) Greenhouse Gases (GHG) Inventory: In response to climate change, global trends in GHG regulation, and the associated risks and opportunities to business operations, the Company continues to monitor developments in carbon disclosure requirements and relevant domestic and international regulations. The ESG task force convenes meetings to determine the scope and boundaries of GHG inventories. The Company voluntarily conducts GHG emissions inventories, with data submitted to and consolidated by the ESG task force, reviewed by management meetings, and subsequently disclosed. The Company plans to progressively engage third-party assurance, with external verification expected to commence by 2028. Reduction Measures: The Company has implemented water-saving initiatives across all units, including the installation of water-saving devices throughout facilities, the adoption of certified water-efficient equipment, and the gradual increase of process water recycling rates. The recycling rate for process water is expected to exceed 80%. In addition, the Company actively promotes energy-saving initiatives across its facilities and offices, including replacing lighting with LED fixtures, adopting high-efficiency motors, setting air-conditioning temperature controls, and exploring suitable energy-saving technologies. These measures aim to continuously improve |
| Assessment criteria | Implementation (Note 1) | Deviation and reason for the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies”. | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| energy efficiency and achieve GHG emission reduction targets. | ||||
| (II) Water Resources Management Policy: | ||||
| The Company has established a water resource management center to assess risks related to water supply disruptions or shortages that may impact production and operations. The primary water source is supplied by the Taiwan Water Corporation, and the Company ensures responsible water use without competing with domestic or agricultural demand. | ||||
| Through the implementation of water conservation programs, the Company evaluates process water quality requirements and utilizes the water resource center to treat and recycle process wastewater. Recycled water is reused for production needs, while excess treated water is utilized for non-potable purposes within the facility, such as floor cleaning, irrigation, and equipment cooling, enabling continuous circulation. | ||||
| Water quality and discharge conditions are monitored and controlled in real time to comply with regulatory discharge standards set by industrial parks, thereby minimizing environmental impact when discharge is required. | ||||
| Note: Waste management is carried out in accordance with the Industrial Waste Declaration and Management of the Environmental Protection Administration, Executive Yuan. | ||||
| Strictly implement waste sorting to reduce the amount of waste, and continue to promote various waste reduction measures and resource reuse. |
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| Assessment criteria | Implementation status | Deviation and reason for the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies”. | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| 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 recognizes and voluntarily adheres to internationally recognized human rights standards, including the Universal Declaration of Human Rights (UDHR), the Ten Principles of the United Nations Global Compact (UNGC), the United Nations Guiding Principles on Business and Human Rights (UNGPs), the ILO Declaration on Fundamental Principles and Rights at Work, the Convention on the Rights of the Child (CRC), and the UN Children's Rights and Business Principles (CRBP). Accordingly, the Company has established the “Y.C.C. Parts MFG. Co., Ltd. Human Rights Management Policy,” which has been published on the Company’s official website |
The Company conducts regular annual reviews by focusing on major social issues, conducting surveys, evaluating suppliers, and holding labor–management meetings. These efforts aim to assess potential group-level and individual human rights risks that may arise from the Company's operations, value chain, and related business activities. Based on these assessments, the Company formulates personnel-related risk control plans and continuously monitors and improves the effectiveness of their implementation.
The Company's human rights management policies and specific plans are summarized as follows: | | No material deviation. |
| | | | Human Rights Management Policy | Specific plan | |
| | | | Prohibition of child labor, prohibition of forced labor, and compliance with labor laws and regulations | Implement the prohibition of child labor, forced labor, and human trafficking, and comply with relevant laws and regulations such as the Labor Standards Act. | |
| | | | Signed agreement on human rights terms with suppliers | Signing of agreements, requiring suppliers to comply, and evaluating suppliers on a regular basis. | |
| | | | Providing a safe and healthy work environment
Help employees maintain physical and mental health and work-life balance | The Company actively utilizes and optimizes various management systems (such as ISO 9001, ISO 22000, FSSC, and ISO 1702) and regularly provides appropriate education and training – covering topics such as the prevention of occupational and fire-related hazards, and accident response procedures aimed at reducing risk levels. These efforts help enhance awareness and knowledge of occupational safety laws and regulations.
The Company provides regular free health checkups and has on-site nurses to offer employee care and support. Physicians are also regularly stationed at | |
| the workplace to provide medical and health consultations. The Company has obtained “Healthy Workplace Certification” and organizes employee outings, family days, physical fitness activities, and arts and cultural classes. | |
|---|---|
| Gender Equal Workplace | The Company implements an unpaid parental leave system, and provides employees with family care leave, menstrual leave, maternity leave, paternity leave, and breastfeeding rooms, and is committed to creating a working environment free of harassment and discrimination. |
| Implementation of employee benefits | Employees’ salaries are reviewed regularly, and performance bonuses and welfare funds are allocated based on the Company’s operational performance. In addition, the “Y.C.C. Parts MFG. Co., Ltd. Employee Shareholding Association” was established to help employees with long-term savings, ensuring financial stability and quality of life in retirement or in the event of loss of working ability. |
| Set up grievance channels to protect employees’ rights | The Company has established a variety of open channels for grievance, including anonymous reporting, to help employees resolve issues of personal rights or unfair treatment in the workplace, and reduce communication barriers. |
| The Company has established an Employee Welfare Committee responsible for planning and implementing various employee welfare programs. In accordance with the Labor Standards Act, the Company has formulated work rules and internal management regulations that cover wages, working hours, leave, pension payments, and compensation for occupational accidents. Employee benefits include regular free health checkups, employee trips, free arts and cultural courses, physical fitness and wellness stress-relief classes, family days, birthday allowances, wedding allowances, funeral allowances, and travel subsidies. The Company also regularly reviews employee salaries. In 2025, the salary adjustment rate was 2.1%, and performance bonuses and profit sharing were issued based on operational performance. In 2025, a total of NT$663,232 was allocated to employee welfare programs. Additionally, the Company established the “Y.C.C. Parts MFG. Co., Ltd. Employee Shareholding Association” to support employees in long-term savings, ensuring financial stability and quality of life in retirement or in the event of loss of work capacity. The amount allocated to the association in 2025 was NT$9,159,800. The Company also values diversity and equality in the workplace, implements equal pay and equal promotion opportunities for men and women for equal work, and female managers account for 25.93%. In addition, the number of employees with disabilities far exceeds the legal limit, and the Company provides them with disability-friendly working positions and environmental facilities. | |
| Working environment: Third-party professionals are commissioned to monitor the on-site operating environment every March and | No material deviation. |
| healthy working environment, and implement regular safety and health education for employees? | September each year. The data detected can be used to control the on-site environment. Relevant data is also reported to the Occupational Health and Safety Administration for future reference, the operating environment is strictly controlled, and equipment is maintained regularly and in a timely manner. The Company has established safety and health inspection standards, and conducts safety and health inspections of the factory areas every Monday, Wednesday, and Friday/5S checks the list of defects and requests the unit supervisor to complete the improvement within the improvement period. The suggestions for improvement from the inspection are reviewed in the monthly report meeting. Installation of AED equipment in the office building. Safety education: Each year, the company conducts a 4-hour fire safety seminar (including hands-on training) in June and December to enhance employees' fire safety knowledge and response skills. Additionally, in June and December of each year, the company provides one hour of education and training on labor safety, health, and 5S for all employees. Health: The Company organizes regular health examinations, and regularly hires physicians on-site to provide employees with medical and health consultations. The Company has obtained the "Healthy Workplace Certification". In 2025, there was zero case of occupational injury, and the number of people was zero (injury caused by employees commuting to and from work), which accounted for 0% of all employees. To continuously maintain and strengthen occupational safety and health management, the Company conducts comprehensive periodic reviews and implements improvement measures. These include the immediate revision of self-inspection items, installation of protective guarding around machinery, and enhancement of employee education and training. The Company has also implemented a supervisor care mechanism to proactively monitor employees' physical and mental well-being, ensuring their safety both during working hours and while commuting. Through these initiatives, the Company is committed to fostering a safe and healthy workplace environment. The Company has established a comprehensive education and training plan, which includes orientation training for new recruits and on-the-job development training based on the professional needs of respective departments, performance interviews at least once a month, and flexible adjustments so that employees can receive appropriate training at different times and the effective development of career competencies. | No material deviation. | |
|---|---|---|---|
| (IV) Has the Company established effective career competency development training programs for employees? | V | ||
| (V) Does the company comply with the relevant laws and international standards with regard to customer health and safety, customer privacy, and marketing and labeling of products and services, and set up pertinent policies and grievance procedures to protect the rights and interests of consumers or customers'? | V | The Company conducts the marketing and labeling of related products in accordance with relevant laws and regulations as well as international standards. In terms of product safety and quality, the Company manufactures and inspects its products in accordance with its quality management system and the regulatory requirements of each sales market, ensuring compliance with applicable safety and quality standards. Certain products have also obtained CAPA certification. Signs confidentiality agreements with employees, protects customer information, investigates customer feedback on a regular basis, provides complaint pipelines, and establishes and implements procedures for handling customer complaints. Contract manufacturing of health supplements is conducted in accordance with applicable food regulations and standards, with product safety and quality inspections performed accordingly. The Company enters into confidentiality agreements with customers, conducts regular customer feedback surveys, provides formal complaint channels, and establishes and implements procedures for handling customer complaints. | No material deviation. |
| (VI) Has the company formulated supplier management | V | The Company has established supplier management guidelines. Before dealing with suppliers, the Company will assess whether relevant information is illegal or not. All suppliers should sign a "supplier agreement" and a "social | No material deviation. |
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| 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? | responsibility commitment”. According to the "social responsibility commitment" suppliers are requested to comply with pertinent national and local laws and regulations with regard to labor rights, human rights protection, and environmental protection, which must not be violated. In 2025, a total of 53 agreements and commitments were signed and requested. The Company has established the "Supplier Evaluation Regulations" for key suppliers. Based on the three aspects of supplier quality, delivery time and service, the Company evaluates suppliers on a yearly basis and establishes a list of qualified suppliers. Construction contractors must also sign the Contractor Safety Management Regulations, Construction Safety Instructions, Safe Work Rules, implement safety and operational safety, and submit a Contractor Construction Safety and Health Application prior to construction in compliance with the relevant regulations of the Occupational Safety and Health Act and the Safety Management Best Practice Principles of the factory. Contractors are required to obtain a "Work Safety Permit" prior to entering the premises for operations. Before commencing any on-site work, EHS personnel conduct hazard communication on occupational health and safety risks and require contractors to sign a safety undertaking, after which the contracted work may proceed. | ||
|---|---|---|---|
| V. Does the Company prepare a sustainability report or any report of non-financial information based on international reporting standards or guidelines? Are the abovementioned reports supported by the assurance or opinion of a third-party certifier? | V | Basis for Preparation of This Report: This report has been prepared in accordance with the latest Global Reporting Initiative (GRI) Sustainability Reporting Standards and the "Regulations Governing the Preparation and Filing of Sustainability Reports by TWSE/TPEx Listed Companies." All processes involved in the preparation of this report follow the reporting principles of the GRI Standards to ensure that the content focuses on material topics and provides high-quality information. No Third-Party Assurance: This sustainability report has been compiled based on the Company's internal data collection processes and consolidated by the sustainability management unit. The disclosures in this report have not been subject to external third-party assurance. | No material deviation. |
| 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's sustainable development policy is specifically implemented in individual management regulations, the internal control system, and related supervision regulations. There were no material deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx-Listed Companies | |||
| VII. Other information useful to the understanding of the implementation of sustainable development: (I) In keeping with the traditional virtue of empathy – "sharing the hunger and drowning of others as if they were one's own" – the Company organizes annual winter relief donation activities before the Lunar New Year. In 2025, based on the registered lists of low- and middle-income households provided by local township offices, the Company distributed NT$1,097,000 in cash assistance. The beneficiaries included individuals in Lukang Township, Fuxing Township, Niupu Village of Changhua City, Xianxi Township,Fanlu Township,Puxin Township, and Sanyi Township. These efforts aimed to help underprivileged families enjoy a warm and joyful New Year. The Company raised NT$1,467,600 in gift vouchers for a blood donation event and raised 3,669 bags of blood, helping to alleviate blood shortages and encouraging broader public participation in charitable activities, thereby creating a positive social impact. The Company also donated NT$500,000 to support relief efforts following the September 23 disaster involving the collapse of the Matian River barrier lake in Hualien, and contributed NT$30,000 to the Senior Happiness Learning Program of the Guanghui Community Development Association in Zuoying District, Kaohsiung. |
(II) To promote education and fulfill corporate social responsibilities, the Company donated NT$10,000,000 to the "Changhua County Shi-Yun Lin Cultural Education Foundation" in 2022. In 2025, the Company made an additional donation of NT$2,500,000 to the Lin Shiyun Education and Culture Foundation of Changhua County to support character education initiatives across schools in the county. Subsidies were provided to 25 schools, totaling NT$1,426,300.
The Company also supported the "Hope Project Learning Support Team" with NT$51,000 for educational camp programs, contributed NT$127,718 in subsidies and scholarships for the Changhua County Elementary School Storytelling Competition (themed on the Four Cardinal Virtues and Eight Moral Principles), and donated NT$30,000 to the Changhua County Special Education School.
(III) Labor safety: The Company has made "zero occupational safety issues and zero accidents" its most important objective for occupational safety and health, and implemented the operations below:
- Dust collection equipment is installed on the production lines to ensure the safety of on-site employees.
- Every March and September, a third-party professional is hired to implement on-site environment monitoring in areas such as the "electroplating line", "spraying line", and "printing area" of the factory. The detected data allows for control of the on-site environment. Additionally, the relevant data has been reported to the Occupational Safety and Health Administration for reference.
- In addition to inspections before, during, and after operations, third-party professional institutions are also commissioned to conduct maintenance and service of specific items in the case of equipment, such as forklifts, stationery cranes, and small boilers, among other things. This ensures that the equipment is fully utilized and eliminates any potential operational risks.
- Personnel education and training, including four hours of firefighting safety lectures (including practical training) in June and December each year, to increase employees' firefighting knowledge and response to fires, labor safety and health, and 5S education and training for all employees for one hour each in June and December each year, to increase knowledge of occupational safety laws.
- Occupational safety and health performance: the Company has established safety and health inspection standards and conducts safety and health inspections in the factory areas every Monday, Wednesday, and Friday, with the Safety and Health/5S inspection deficiency notice issued immediately, requiring the unit heads to complete the improvement by the deadline. Various recommended improvements from the inspection are discussed at the monthly meetings.
(IV) Gender equality: The company hires people without distinction based on gender, religion, race, nationality, or any other factor. Statistics are also used to calculate the gender ratio.
| Category of job | Male | Female |
|---|---|---|
| General employees | 80.34% | 19.66% |
| Management | 74.07% | 25.93% |
Note 1: If "Yes" is selected for the implementation, please explain specifically the important policies, strategies and measures adopted and the implementation. If "No" is selected for the implementation, please refer to the "Deviation and Reason for Corporate Governance Best Principles for TWSE/TPEx-Listed Companies" for an explanation on the deviations and reasons. In addition, explain the future plans for related policies, strategies, and measures employed.
Note 2: The environmental, social, and corporate governance issues that significantly affect the Company's investors and other stakeholders are referred to as materiality issues.
(VII) Information on climate of TWSE/TPEx listed companies
1. Implementation of climate-related information
| Item | Implementation Status |
|---|---|
| 1. Describe the board of directors’ and management’s oversight and governance of climate-related risks and opportunities. | The Company has included climate change in the scope of the Board of Directors' duties and established the "Corporate Governance and Sustainable Development Committee" with the General Manager as the convener responsible for supervising the strategy and progress of climate-related issues. The management of the Company has implemented and enforced risk identification, greenhouse gas inventory, goal formulation, and carbon reduction and improvement planning through the "Corporate Governance and Sustainable Development Implementation Team" in accordance with the "Corporate Sustainable Development Roadmap" for TWSE/TPEx-listed companies. The Company will continue to monitor the impact of extreme global weather and propose countermeasures for the impact on the Company's operating costs. |
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). | The Board of Directors serves as the highest decision-making body for climate-related matters. The Company has established the Corporate Governance and Sustainable Development Committee, chaired by the General Manager. The Company has identified key climate-related risks, including rising electricity prices and unstable power supply, increased costs associated with greenhouse gas (GHG) emissions, substitution of products and services by low-carbon technologies, transition costs toward a low-carbon economy, rising raw material costs, and increasing average temperatures. To mitigate these risk factors, the Company also identifies potential opportunities and formulates corresponding response measures. In terms of climate change mitigation, the Company focuses on green operations, energy management, and carbon information disclosure. At the same time, it has strengthened foundational measures and built sustainable operational capabilities. Detailed analysis of climate-related risks and opportunities has been disclosed in the Company’s consolidated sustainability report. Short term (1–2 years): Climate Risk: Rising electricity prices and unstable power supply. As global energy transition progresses and domestic power supply structures evolve, electricity price increases and supply shortages are becoming more likely. The Company’s manufacturing operations—including injection molding for automotive parts and health supplement processing (drying, mixing, and filling)—are energy-intensive, and rising electricity costs will directly increase operating expenses and may affect production stability. Impact on Business and Financials: Increased manufacturing costs may compress gross margins. Power shortages could affect delivery schedules and customer satisfaction, while energy price volatility may increase operational uncertainty. Response Strategies and Opportunities: The Company will promote energy-efficient equipment upgrades and process optimization, and advocate energy-saving and carbon reduction measures to improve energy efficiency. It will also evaluate the installation of renewable energy (such as solar power) or energy storage systems to reduce reliance on external power grids. Rising electricity prices may also shorten the payback period for energy-saving investments, providing opportunities to accelerate energy transition and enhance long-term competitiveness. Medium term (3–5 years): Climate Risk: Increasingly stringent carbon-related regulations, including potential carbon fees or carbon taxes, driven by government net-zero policies, which will impose higher requirements on manufacturing emissions. Impact on Business and Financials: Increased carbon-related costs will raise overall operating expenses. Customers (such as international automakers and brand owners) may impose stricter carbon reduction requirements on supply chains, necessitating additional investment in carbon inventory and emission reduction initiatives. |
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| | Response Strategies and Opportunities: The Company will establish GHG inventory and carbon management systems, promote low-carbon manufacturing processes (including energy reduction and raw material optimization), and develop low-carbon and environmentally friendly products (such as plant-based materials and formulations). It will also enhance ESG disclosure transparency to strengthen collaboration with international customers, shifting from cost control toward building competitive advantages through low-carbon transformation.
Long-term (over 5 years):
Climate Risk: Extreme weather events and supply chain disruptions. Climate change may increase the frequency of extreme weather, affecting raw material supply, logistics, and production stability.
Impact on Business and Financials: Fluctuations in raw material prices (e.g., plant-based materials and petrochemical products), increased supply chain disruption risks, and potential costs arising from operational interruptions or equipment damage due to extreme weather (such as typhoons, flooding, and heatwaves).
Response Strategies and Opportunities: The Company will establish diversified supply chains and local sourcing strategies, strengthen plant disaster prevention design and business continuity planning, and develop high value-added health products (such as functional health supplements) to reduce reliance on a single industry. In the long term, the Company aims to achieve a low-carbon and resilient operating model through sustainable transformation, thereby enhancing corporate value. |
| --- | --- |
| 3. Describe the financial impact of extreme weather events and transformative actions. | Impact of extreme weather:
1. Due to extreme climate conditions, lower-than-expected summer rainfall has extended the drought period in the Panama Canal, reducing its shipping capacity and increasing the Company's transportation time and costs for shipments to the U.S.
2. Globally, extreme weather events are causing environmental disruptions and driving up the cost of raw materials, which may lead to higher operating costs for the Company.
Transformation and Action:
1. In response to the implementation of carbon fees and carbon reduction requirements across the supply chain, the Company must allocate a budget for renewable energy initiatives and equipment upgrades, increase the maintenance frequency of electrical cabinet systems, and coordinate with customers to adjust lead times.
2. To offset declining revenue, the Company plans to expand into green industries. It is projected that between 2025 and 2026, the Company will invest in carbon reduction and recycling technologies, as well as the establishment of new green business units. |
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | The Company is currently under the studying process according to the sustainable development roadmap for TWSE/TPEx listed companies. |
| 5. If the scenario analysis is used to assess the resilience to the climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts shall be stated. | The Company has not yet used scenario analysis to assess its resilience to climate change risks. |
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| 6. If there is a transformation plan in response to the management of climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transformation risks. | In response to the management of climate risks, the Company promotes relevant environmental management measures, and encourages all employees to participate in the implementation of energy saving and carbon reduction, and effectively improve the Company's various resources. The specific measures are as follows:
Plan content:
1. Posters and slogans are displayed in the lighting and air-conditioning areas. The lights are turned off whenever they are not needed.
2. Continue to refine the electronic document signing system.
3. The Company set the temperature of the office at 26–28 degrees C to avoid excessive energy consumption.
4. Develop automated equipment for energy saving and improving process yield and technology. |
| --- | --- |
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. | The Company has not yet used the internal carbon pricing as the planning tool. |
| 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. | The Company has not yet set any climate-related goals. |
| 9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan (separately fill out in points 1-1 and 1-2 below). | In 2023, the Company entrusted Feng Chia University to conduct the greenhouse gas survey and self-inventory of the main production sites. The greenhouse gas emissions of the site were counted, but it has not yet been certified by an external third party. It will be gradually processed in accordance with the “Sustainable Development Roadmap for TWSE/GTSM Listed Companies.” |
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1-1 Greenhouse gas inventory and assurance for the last 2 years
1-1-1 Greenhouse Gas Inventory Information
| Describe the greenhouse gas emissions in the last two years (Metric tons of CO2e), intensity (tons of CO2e/NT$ million), and data coverage. | ||
|---|---|---|
| 2024 | ||
| Emissions (tons of CO2e) | Intensity (tons of CO2e/NT$ million) | |
| Scope 1 | ||
| Direct greenhouse gas emission | 2,002.6175 | 1.312 |
| Scope 2 | ||
| Direct greenhouse gas emission | 8,679.5726 | 5.6864 |
| Scope 3 | ||
| Other indirect greenhouse gas emission | 12,950.6994 | 8.4847 |
| Total | 23,632.8895 | 15.4831 |
| 2025 | ||
| Emissions (tons of CO2e) | Intensity (tons of CO2e/NT$ million) | |
| Scope 1 | ||
| Direct greenhouse gas emission | 1,354.3914 | 1.0054 |
| Scope 2 | ||
| Direct greenhouse gas emission | 8,903.7449 | 6.6097 |
| Scope 3 | ||
| Other indirect greenhouse gas emission | 11,127.7760 | 8.2607 |
| Total | 21,385.9123 | 15.8758 |
Note 1: Direct emissions (Scope 1, i.e. emissions directly from sources owned or controlled by the Company), energy indirect emissions (Scope 2, i.e. emissions resulting from the generation of purchased electricity, heat, or steam consumed by the Company), and other indirect emissions (Scope 3, i.e. emissions generated by the Company's activities but originating from sources not owned or controlled by the Company).
Note 2: The scope of data for direct emissions and energy indirect emissions shall be compiled in accordance with the timeline specified in Article 10, Paragraph 2 of these Guidelines. Disclosure of other indirect emissions (Scope 3) may be made voluntarily.
Note 3: Greenhouse gas inventory standards refer to the Greenhouse Gas Protocol or ISO 14064-1 as issued by the International Organization for Standardization (ISO).
Note 4: Greenhouse gas emission intensity may be calculated per unit of product, service, or revenue. However, at a minimum, the data calculated based on revenue (expressed in NT$ million) must be disclosed.
1-1-2 Greenhouse Gas Assurance Information
| Describe the assurance status in the last two years up to the date of publication of the annual report, including the scope of assurance, the assurance organization, the assurance standards, and the assurance opinions. |
|---|
| None |
Note 1: The Company shall comply with the timeline stipulated in Article 10, Paragraph 2 of these Guidelines. If the Company is unable to obtain a complete greenhouse gas assurance opinion by the publication date of the annual report, it shall disclose the statement: “Complete assurance information will be provided in the sustainability report.” If the Company does not prepare a sustainability report, it shall disclose: “Complete assurance information will be disclosed on the Market Observation Post System (MOPS),” and include the full assurance information in the following year’s annual report.
Note 2: The assurance institution must comply with the relevant requirements established by the Taiwan Stock Exchange Corporation and the Taipei Exchange regarding sustainability report assurance providers.
Note 3: For recommended disclosure content, please refer to the best practice reference examples available on the Corporate Governance Center website of the Taiwan Stock Exchange.
1-2 Greenhouse gas reduction goals, strategies and concrete action plans
| 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. |
|---|
| The Company will gradually achieve the goals in accordance with the “Sustainable Development Roadmap for TWSE/GTSM Listed Companies”. |
Note 1: The process shall be carried out in accordance with the timeline specified in Article 10, Paragraph 2 of these Guidelines.
Note 2: The base year shall be the year in which the boundary of the consolidated financial statement is used to complete the greenhouse gas inventory. For example, according to the provision in Article 10, Paragraph 2, companies with paid-in capital exceeding NT$10 billion are required to complete the inventory for the 2024 fiscal year by 2025; therefore, the base year is 2024. If the Company completes its inventory earlier than required, the earlier year may be used as the base year. Additionally, base year data may be calculated using either a single year or the average of multiple years.
Note 3: For recommended disclosure content, please refer to the best practice reference examples available on the Corporate Governance Center website of the Taiwan Stock Exchange.
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(VIII) Implementation Status of Ethical Corporate Management and Deviation and reason for the "Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies".
| Assessment criteria | Implementation status | Deviation and reason for the "Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies". | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Establishment of ethical management policies and solutions | ||||
| (I) Has the company established an ethical management policy that has been approved by its Board of Directors? Have the policies, practices, and the commitment of the Board of Directors and top management level to actively implement the management policy been explicitly disclosed in external documents? | V | The Company established and published the "Procedures for Ethical Management and Guidelines for Conduct" in accordance with the law, which were approved by the Board of Directors and are still being tracked and revised. The Board of Directors and top management have actively fulfilled their commitment to the ethical management policy, while internal management has effectively implemented the policy and signed the Directors' Declaration. | No material deviation. | |
| (II) Has the Company established an assessment mechanism for the risk of unethical conduct, regularly analyze and evaluate, within a business context, the business activities with a higher risk of unethical conduct; and developed a program to prevent unethical conduct with a scope no less than that prescribed in Article 7, paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPE Listed Companies? | V | The unethical conduct listed in Paragraph 2, Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies" are explicitly covered by the company's "Ethical Corporate Management Best-Practice Principles". The Company has taken steps to preserve operational policies of integrity by putting preventative measures into place and supporting educational initiatives. The Company has implemented mechanisms and plans to address the risk of unethical behavior in accordance with the law. On a regular basis, assessments and tracking are conducted. The Company has implemented mechanisms and plans to address the risk of unethical behavior in accordance with the law. On a regular basis, assessments and tracking are conducted. The Company has established the necessary guidelines and communicated them to all employees. The company has established a grievance channel and system, which it reviews and revises on a regular basis. In the event of a violation, appropriate disciplinary measures will be taken. | No material deviation. | |
| (III) Does the company clearly stipulate the operating procedures, codes of conduct, and punishment and appeal system in the plans for preventing unethical conducts? Are the aforementioned plans implemented and reviewed on a regular basis? | V | No material deviation. |
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| Assessment criteria | Implementation status | Deviation and reason for the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies”. | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| II. Enforcement of business integrity | ||||
| (I) Does the company evaluate the ethics records of those with whom it does business and include clauses addressing ethical conduct in business contracts? |
(II) Has the company established a dedicated unit to promote ethical management within 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 and monitor unethical behavior? | V | | Before transacting with suppliers, the Company will assess its ethics records and include ethical management in their contracts. Suppliers will refuse to deal with any violations discovered.
-
Regarding the promotion of ethical corporate management, the Company has appointed the Corporate Governance and Sustainable Development Committee as the dedicated unit for ethical corporate management. The President serves as the convener and assists the Board of Directors and the management in formulating and supervising the implementation of ethical corporate management policies according to the duties and scope of each unit's work and prevention of unethical conduct, of which the dedicated unit informed the Board of Directors on March 5, 2026 about its implementation.
-
Relevant implementation in 2025:
A. Education and training: Provide appropriate courses based on the characteristics of the industry, legal knowledge, service rules, and codes of conduct required for job duties. Employees of each unit receive at least 2 training sessions. In the courses, case studies are used to strengthen one of the three lines of defense Concept and implementation, and joint management and prevention of unethical practices.
B. Compliance advocacy: The Company promotes compliance education for all employees by compiling and communicating the Ethical Corporate Management Best-Practice Principles, key regulations on the handling of material internal information, and confidentiality obligations regarding the Company’s intellectual property rights. Through instructional videos and case discussions, employees are informed of the key compliance matters to be observed during business operations.
C. Annual quiz: A quiz is conducted after the education and training courses are completed. The scope of the quiz covers the Ethical Corporate Management Best-Practice Principles, the Operational Procedures for Ethical Management, and the | No material deviation.
No material deviation. |
| Assessment criteria | Implementation status | Deviation and reason for the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies”. | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Has the company established policies to prevent conflicts of interest, provided appropriate communication and complaint channels, and properly implemented these policies? | V | Guidelines for Conduct to instantly review the effectiveness of the education and training. In 2025, the focus of the test was on the ethical management of business activities, prohibition of unethical behavior and damage to the interests of stakeholders. D. Regular audits: Risk assessments of corruption-related issues are conducted on the operations of all business locations. The self-assessments by the business management unit every six months and the self-assessments of legal compliance are used to achieve effective control and implementation. The audit is conducted independently by the audit unit to ensure the operation of the overall mechanism and jointly manage and prevent unethical behaviors. Relevant regulations have been made and announced to all employees to incorporate ethical management into employee performance evaluation. No corruption or anti-competitive behavior occurred in 2025. E. Whistleblowing system and whistleblower protection: The Ethical Corporate Management Best-Practice Principles and the Ethical Corporate Management Procedures and Code of Conduct establish a clear whistleblowing mechanism to actively prevent unethical behavior and encourage both internal and external parties to report any unethical or improper conduct. The Company has also formulated the Procedures for Handling Reports of Illegal, Unethical, or Dishonest Conduct to safeguard the rights of whistleblowers, including the confidentiality of their identities. Whistleblowing channels and responsible units have been published on the Company’s website, and reports concerning unethical behavior by employees are accepted and handled accordingly. No unethical practices occurred in 2025. | No material deviation. | |
| The Company has established the "Ethical Corporate Management Best-Practice Principles" and the "Procedures for Ethical Corporate Management and Guidelines for Conduct", which govern conflict-of-interest prevention. The established company offers reporting channels and has established "Procedures for the Handling of Reported Cases |
| Assessment criteria | Implementation status | Deviation and reason for the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies”. | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| of Illegal, Unethical, or Dishonest Conduct”. The aforementioned regulations were announced on the Company's website. | ||||
| (IV) Has the company established effective accounting and internal control systems to ensure ethical corporate management? Does the internal audit unit monitor the results of unethical conduct risk assessments and develop audit plans to ensure system compliance and prevent unethical behavior, or does it hire outside accountants to perform the audits? |
(V) Does the company provide internal and external ethical corporate management training programs on a regular basis?
III. The Implementation Status of the Company’s Whistleblowing System
(I) Has the company established specific whistleblowing and reward procedures, created easily accessible whistle-blowing channels, and designated appropriate personnel to handle whistle-blower complaints? | V | | To uphold ethical management, the company has established an effective accounting and internal control system. Internal auditors regularly request risk assessments from unit heads, with integrity processes designated as the primary audit item in the annual audit plan to enhance preventive measures. The actual implementation of the audit plan is reported to the Board of Directors. Additionally, certified public accountants (CPAs) review the implementation of the company's internal control system every year. The results of the internal audit and the audit conducted by the appointed CPAs this year revealed no significant breaches of ethical business conduct.
The company regularly organizes ethical management training and evaluations for all unit supervisors. In 2025, the company planned two training sessions.
The Company has established channels for whistleblowing and has formulated the “Guidelines for Handling Reports of Illegal, Unethical, and Dishonest Conduct”. The channels for reporting and the unit receiving the report have been announced on the Company's website: Spokesperson and Deputy Spokesperson: Receive complaints from shareholders, investors, and other stakeholders. Tel: 04-7810781#415 Email: [email protected]; Audit supervisor: Accepting reports from employees, customers, suppliers, and contractors.
Tel: 04-7810781 #421 Email: [email protected]
No whistleblowing was received in 2025. | No material deviation.
No material deviation. |
| Assessment criteria | Implementation status | Deviation and reason for the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies”. | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Has the company established standard operation procedures for investigating all 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 "Guidelines for Handling Reports of Illegal, Immoral, or Unethical Conduct”, which contain procedures and measures to protect whistleblowers. Anyone can make reports or appeals anonymously through this channel. There was no such occurrence in 2025. | No material deviation. | |
| (III) Has the company adopted proper measures to protect whistle-blowers from retaliation for filing complaints? | V | The Company will maintain the confidentiality of whistleblowers during the whistle-blowing process, and there will be no punishment for whistleblowing. The Company takes a confidential and strict stance toward employees who report any violation or fraud and participate in the investigation process. The Company protects relevant employees from unfair retaliation or treatment, and the relevant operating procedures are provisioned in "the Guidelines for Handling Reports of Illegal and Unethical Conduct”. | No material deviation. | |
| IV. Enhanced information disclosure | ||||
| Does the company disclose the content and promotion effectiveness of the "Ethical Corporate Management Best-Practice Principles" on its website and the Market Observation Post System (MOPS)? | V | Currently, the relevant information is disclosed through the public information platform of the Securities and Futures Bureau. | No material deviation. | |
| V. If the Company has established its own ethical management best-practice principles in accordance with the “Ethical Corporate Management Best-Practice Principles for TWSE/GTSM Listed Companies”, please describe the current practices and any deviations from the Best-Practice Principles: The Company has established the “Codes of Ethical Management”, which was approved by the Board of Directors, and announced on the Company's website. All employees, managers, and board members are required to comply with the “Ethical Corporate Management Best-Practice Principles for TWSE/GTSM Listed Companies”, with no material deviation. | ||||
| VI. Other important information to facilitate a better understanding of the status of operation of the company’s ethical corporate management policies (such as the company’s review and amendment of its ethical corporate management best practice principles): | ||||
| The Company will continue to monitor and amend the "Procedures for Ethical Management and Guidelines for Conduct" in accordance with regulations and current circumstances, while also providing education and training. |
(IX) Corporate Governance Principles and related regulations:
The Company has established pertinent regulations, including the “Corporate Governance Best Practice Principles”, “Ethical Code of Conduct”, “Ethical Corporate Management Best Practice Principles”, “Procedures for Election of Directors”, “Rules of Procedure for Board of Directors Meetings”, “Rules
Governing the Scope of Powers of Independent Directors", "Remuneration Committee Charter", and "Rules for Performance Evaluation of the Board of Directors" among other regulations. These regulations can be found on the MOPS under the "Corporate Governance" section. These regulations have been uploaded to the MOPS "Corporate Governance" section and are available for inquiry.
(X) Other important information that will provide a better understanding of the status of the company's implementation of corporate governance may also be disclosed:
The Company's board of directors participates in various domestic and international business investigations and continuing education courses, as well as directors' attendance at the board of directors; in addition, the Company has established an internal control system, audit system and self-assessment procedures with solid controlling functions. The recusal of conflicts of interest in the board meetings is implemented concretely.
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(XI) Implementation of the company's internal control system will disclose the following:
- Declaration of Internal Control
Y. C. C. PARTS MFG. CO., LTD.
Declaration of Internal Control System
Date: February 24, 2025
Based on the self-assessment of the Company's internal control policies as of 2024, the following declarations are made:
I. The Company recognizes that the establishment, implementation and maintenance of an internal control system is the responsibility of the Company's Board of Directors and managers, and the Company has established such a system. The purpose is to provide reasonable and reasonable information on the effect and efficiency of operations (including profitability, performance, and security of assets), the reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations, guarantee.
II. The internal control system has its innate limitations. No matter how perfect the design is, an effective internal control system can only provide reasonable assurance for the achievement of the above three goals; moreover, due to changes in the environment and situation, the effectiveness of the internal control system may increase with time. However, the Company's internal control system is equipped with a self-monitoring mechanism. Once a defect is identified, the Company will take corrective action.
III. The Company judges the effectiveness of the design and implementation of its internal control system based on the items for judging the effectiveness of the internal control system specified in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as the "Regulations"). According to the management control process of "Regulations" and the internal control system is classified into five elements: 1. control environment, 2. risk assessment, 3. control operations, 4. information and communication, and 5. Supervision operations. Each component includes several items. Please refer to the "Regulations" for details.
IV. The Company has adopted the abovementioned internal control system judgment items to evaluate the effectiveness of the design and implementation of the internal control system.
V. Based on the assessment result referred to above, the Company believes that the Company's internal control system (including the supervision and management of its subsidiaries) as of December 31, 2024 includes: The reporting is reliable, timely, transparent, and complies with the relevant regulations. The design and implementation of the internal control system are effective and can reasonably ensure the achievement of the above objectives.
VI. This statement shall form an integral part of the Company's annual report and the prospectus, and shall be disclosed to the public. The Company shall be held liable under Articles 20, 32, 171, and 174 of the Securities and Exchange Act for any violation of laws such as fraud or concealment of the abovementioned disclosure.
VII. This Declaration was approved at the meeting of the Company's Board of Directors on February 24, 2025. None of the seven directors attending the meeting held any dissenting opinions.
Y. C. C. PARTS MFG. CO., LTD.
Chairman: Hehan Investment Co., Ltd. Signature and seal
General Manager: Jui-Tse Lin Signature and seal
- CPAs' review report: None.
(XII) Material resolutions of a shareholders meeting or a Board of Directors meeting during the most recent year or during the current year as of the printing date of the annual report.
- Important resolutions adopted at the 2025 shareholders' meeting
| Time | Material resolution |
|---|---|
| General Shareholders' Meeting – May 29, 2025 9:30 | One. Ratifications |
| I. To Approve 2024 Business Report and Financial Statements. | |
| Implementation status: the relevant books and statements have been submitted to the competent authority for reference and announced and reported pursuant to the Company Act and other relevant laws and regulations. | |
| II. To Approve 2024 Earnings Distribution | |
| Implementation: cash dividends of NT$3 per share have been distributed pursuant to the resolution approved by the shareholders’ meeting. | |
| Base date of cash dividend distribution: September 12, 2025 | |
| Date of cash dividend distribution: October 1, 2025 | |
| Two. Discussion | |
| Motion: Partial amendments to the “Articles of Incorporation”. | |
| Implementation status: | |
| 1. The provisions relating to newly added business items in the Company’s Articles of Incorporation in 2024 have been repealed. | |
| 2. Provisions have been added specifying that a certain percentage of annual earnings shall be allocated for salary adjustments or bonuses for non-managerial employees. | |
| 3. The amendments were approved and registered by the Ministry of Economic Affairs on July 9, 2025, and have been disclosed on the Company’s website. | |
| Three. Election Matters | |
| Motion: Re-election of All Directors of the Company | |
| Implementation status: The Company has elected a total of nine directors (including four independent directors). The election was approved and registered by the Ministry of Economic Affairs on July 9, 2025, and has been disclosed on the Company’s website. | |
| Four. Other Matters | |
| Motion: Proposal to Release All Newly Elected Directors from Non-Compete Restrictions | |
| Implementation: Implemented in accordance with the resolution of the shareholders’ meeting. |
- Important resolutions of the board of directors between February 24, 2025 – March 26, 2026:
| Title | Time | Material resolution |
|---|---|---|
| Regular meeting/the 13th term/13th meeting | February 24, 20254 12:05 pm | I. Approved proposal of 2024 employee and director remuneration distribution. |
| II. Approved the Company’s 2024 Business Report and Financial Statements. | ||
| III. Approved the Company’s 2024 earning distribution proposal. | ||
| IV. Approved to ratify the derivative trading pursuant to Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. | ||
| V. Approved the Company’s 2025 assessment of the attesting CPAs’ independence and competence. | ||
| VI. Approved the Company’s 2024 Statement of Internal Control System. | ||
| VII. Approved the definition and scope of non-managerial employees. | ||
| VIII. Approved amendments to certain provisions of the |
| Title | Time | Material resolution |
|---|---|---|
| Company's Articles of Incorporation.IX. Approved the comprehensive re-election of the Company's directors.X. Approved the period and venue for accepting shareholder proposals and nominations for director candidates for the 2025 AGM.XI. Approved the nomination and review of candidates for directors (including independent directors).XII. Approved the proposal to release all newly elected directors from non-compete restrictions.XIII. Approved the convening of the 2025 Annual General Meeting of Shareholders.XIV. Approved amendments to certain provisions of the Company's "GM-22 Regulations Governing the Payment of Directors' Remuneration."XV. Approved report on directors' remuneration for 2024.XVI. Approved the appointment of members of the Remuneration Committee.XVII. Approved the refinancing of intercompany loans to subsidiary Tenghui Holding.XVIII. Approved the refinancing of intercompany loans to subsidiary Changshu Fute.XIX. Approved the renewal of financing facilities with financial institutions.XX. Approved the change of certifying CPAs in coordination with the internal rotation at PricewaterhouseCoopers Taiwan. | ||
| Regular meeting/the 13th term/14th meeting | May 8, 2024 at 11:12 am | I. Approved the Company's financial statements for the first quarter of 2025.II. Approved the refinancing of intercompany loans to subsidiary Changshu Fute.III. Approved the refinancing of intercompany loans to subsidiary Liaoning Hetai.IV. Approved the provision of intercompany loans to subsidiary U&F Innovation.V. Approved the cancellation of the investment project, previously resolved on November 8, 2023, to establish a new company in Mainland China through the investee Samoa Tenghui Holding Co., Ltd. |
| Special meeting/the 14th term/1st meeting | May 29, 2025 at 10:30 am | I. Upon unanimous consent of all directors, Hehan Investment Co., Ltd. was elected as Chairman.II. Approved the execution of industry-academia collaboration and academic feedback agreements with National Taiwan University and National Yunlin University of Science and Technology. |
| Regular meeting/the 14th term/2nd meeting | August 7, 2025 at 11:00 am | I. Approved the appointment of members of the Remuneration Committee.II. Approved the appointment of members of the Corporate Governance and Sustainable Development Committee. |
| Regular meeting/the 14th term/3rd meeting | August 7, 2025 at 11:34 am | I. Approved to ratify the derivative trading pursuant to Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.II. Approved the Company's 2025 Q3 financial statements. |
| Title | Time | Material resolution |
|---|---|---|
| III. Approved the Company's financial statements for the second quarter of 2025. IV. Approved the renewal of directors' and supervisors' liability insurance. V. Approved the renewal of credit facilities for financial instrument transactions with banks. VI. Approval the cancellation of the investment project, previously resolved on August 8, 2024, to establish a Xiamen company in Mainland China through the investee Samoa Tenghui Holding Co., Ltd. VII. Approved the refinancing of intercompany loans to subsidiary Changshu Fute. VIII. Approved the refinancing of intercompany loans to subsidiary Liaoning Hetai. IX. Approved the Company's 2024 Sustainability Report. X. Approved the proposed disposal of land and buildings by subsidiary Changshu Fute. | ||
| Regular meeting/the 14th meeting | November 10, 2025 at 11:34 am | I. Approved to ratify the derivative trading pursuant to Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. II. Approved the Company's 2025 Q3 financial statements. III. Approved the Company's 2026 internal audit plan. IV. Approved the Company's 2026 business plan summary. V. Approved the 2026 sustainability development implementation plan. VI. Approved the refinancing of intercompany loans to subsidiary Changshu Fute. VII. Approved the provision of intercompany loans to subsidiary Chang Jie Technology.VIII. Approved amendments to certain provisions of the Company's CW-100 Payroll Cycle and corresponding revisions to the AW-100 audit procedures.IX. Approved amendments to certain provisions of the Company's policies governing directors' and managerial remuneration and board performance evaluation. |
| Regular meeting/the 14th meeting | March 5, 2026 at 11:56 am | I. Approved the distribution of employee compensation (including compensation for non-managerial employees) and directors' remuneration for 2025. II. Approved the Company's 2025 Annual Business Report and financial statements.III. Approved the proposed distribution of 2025 earnings.IV. Approved to ratification of derivative financial instrument transactions in accordance with Article 20 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.V. Approved the evaluation of the independence and competence of the Company's certifying CPAs for 2026.VI. Approved the Company's 2025 Internal Control System Statement.VII. Approved amendments to certain provisions of the Company's "GM-32 Sustainability Development Best Practice Principles."VIII. Approved the proposal to release directors and their representatives from non-compete restrictions.IX. Approved the convening of the 2026 Annual General Meeting of Shareholders. |
| Title | Time | Material resolution |
|---|---|---|
| X. Approved the report on directors’ remuneration for 2025.XI. Approved amendments to certain provisions of the Company’s “Procedures for Acquisition or Disposal of Assets.”XII. Approved the renewal of financing facilities with financial institutions.XIII. Approved the refinancing of intercompany loans to subsidiary Tenghui Holding. | ||
| Regular meeting/the 14th term/6th meeting | March 26, 2026 at 10:10 am | I. Approved the dissolution and liquidation of subsidiary Changshu Fute Automotive Trim Co., Ltd.II. Approved the proposal to release directors and their representatives from non-compete restrictions. |
(XIII) During the most recent year or during the current year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the Board of Directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclosing the principal content thereof: None.
(V.) Summary of resignations or dismissals of the Company's key personnel (including the Chairman, President, Chief Accounting Officer, Chief Financial Officer, Head of Internal Audit, and Head of R&D) during the most recent fiscal year and up to the date of publication of this annual report: None.
III. Information on the professional fees of the attesting CPAs
(I) Professional fees of the attesting CPAs
Amount unit: NT$ thousand
| Name of CPA firm | Names of CPAs | Period covered by the CPA audit | Audit fees | Non-audit fees | Total | Remarks |
|---|---|---|---|---|---|---|
| PwC Taiwan | Yu-Chuang Wang, Chien-Yeh Hsu | January 1, 2025–March 31, 2025 | 2,590 | 220 | 2,810 | Note |
| PwC Taiwan | Chih-Wei Lai Yu-Chuang Wang, | April 1, 2025–December 31, 2025 |
Note 1: The change of certifying CPAs was made to accommodate the accounting firm's internal rotation requirements.
Note 2: The natures and dollar amounts of the aforementioned non-audit fees are: (1) Information checklist for reviewing payroll of non-management permanent employees for NT$20 thousand (2) translation of financial statements to English for NT$200 thousand.
(II) Proportion of non-audit fees is more than $25\%$ of the audit fees: none.
(III) 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.
(IV) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by $15\%$ or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed: None.
IV.. Information on replacement of certified public accountant:
- Information on Former CPAs
| Date of change: | Approved by the Board of Directors on May 5, 2025 | |||
|---|---|---|---|---|
| Reason for change: | To comply with the internal rotation requirements of the accounting firm. Effective from the first quarter of 2025, the certifying CPAs were changed from CPA Yu-Chuan Wang and CPA Mei-Ling Liu to CPA Yu-Chuan Wang and CPA Chien-Yeh Hsu. | |||
| Whether the client or cpa terminated or declined the engagement: | Item | CPA | Client | |
| Voluntary termination of engagement | Not applicable | Not applicable | ||
| Refusal to accept (or continue) engagement | Not applicable | Not applicable | ||
| Whether there were any disagreements with the issuer in the most recent two years requiring disclosure: | None | |||
| any disagreements with the issuer: | Yes | Accounting principles or practices | ||
| Financial statement disclosures | ||||
| Scope or procedures of audit | ||||
| Other | ||||
| No | V | |||
| Explanation: None | ||||
| Other matters required to be disclosed: | None | |||
| Date of change: | Approved by the Board of Directors on August 7, 2025. | |||
| Reason for change: | In coordination with the internal rotation at PricewaterhouseCoopers Taiwan, effective from the second quarter of 2025, the certifying CPAs were changed from Yu-Chuan Wang and Chien-Yeh Hsu to Chih-Wei Lai and Yu-Chuan Wang . | |||
| Whether the client or cpa terminated or declined the engagement: | Item | CPA | Client | |
| Voluntary termination of engagement | Not applicable | Not applicable | ||
| Refusal to accept (or continue) engagement | Not applicable | Not applicable | ||
| Whether there were any disagreements with the issuer in the most recent two years requiring disclosure: | None | |||
| Any disagreements with the issuer: | Yes | Accounting principles or practices | ||
| Financial statement disclosures | ||||
| Scope or procedures of audit | ||||
| Other | ||||
| No | V | |||
| Explanation: None | ||||
| Other matters required to be disclosed: | None |
68
2. Information on Successor CPAs
| Name of Accounting Firm | PWC tAIWAN |
|---|---|
| Name of CPA | Chien-Yeh Hsu |
| Date of Appointment | Approved by the Board of Directors on May 5, 2025 |
| Consultation on Accounting Treatment or Principles for Specific Transactions Prior to Appointment and the Results Thereof | None |
| Written Opinions from the Successor CPA on Disagreements with the Predecessor CPA | None |
| Name of Accounting Firm | PWC tAIWAN |
| Name of CPA | Chih-Wei Lai |
| Date of Appointment | Approved by the Board of Directors on August7, 2025 |
| Consultation on Accounting Treatment or Principles for Specific Transactions Prior to Appointment and the Results Thereof | None |
| Written Opinions from the Successor CPA on Disagreements with the Predecessor CPA | None |
3. Response from the Predecessor CPA regarding the three matters under Article 10, Paragraph 6, Subparagraphs 1 and 2 of these Regulations: None
V. The company's Chair, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the CPA firm of its certified public accountant or at an affiliated enterprise of such CPA firm: None.
VI. Any transfers of shares and changes in equity pledge by a director, supervisor, managerial officer, or shareholder with a shareholding ratio of more than 10% in the most recent year or current year as of the printing date of the annual report.
(I) Changes in Shareholding of Directors, Supervisors, Managerial Officers, and Major Shareholders Unit: shares
| Title (Note 1) | Name | 2025 | As of March 31, 2026 | ||
|---|---|---|---|---|---|
| No. of shares held Increase (decrease) | Increase (decrease) in shares pledged | No. of shares held Increase (decrease) | Number of pledged shares Increase (decrease) | ||
| Director and Chair | Hehan Investment Co, Ltd | - | - | - | - |
| Rep: Hao-Chen Lin | - | - | - | - | |
| Director and President and Corporate Governance Officer | Daqun International Co, Ltd | +731,000 | - | +196,000 | - |
| Rep: Jui-Tse Lin | - | - | - | - | |
| Director | Ziqun International Co, Ltd | +684,295 | - | +354,000 | - |
| Rep: Jo-Ning Huang, I-Hung Lin | - | - | - | - | |
| Director and Vice President and Chief Financial Officer and | Songqun Investment and Development Ltd. | - | - | - | - |
| Representative: Shu-Mei Liu | - | - | - | - |
Note 1: Major shareholders should be recognized and listed separately if they own more than 10% of the company's total shares.
Note 2: The counterparty of the equity transfer or equity pledge is not a related party.
Note 3: Independent Directors Chiu-Ling Shih and Heng-Chiang Huang assumed office on May 29, 2025.
Note 4: Vice President Chieh-Chang Tien resigned on December 31, 2025.
Note5: Appointed Representative of Ziqun International Co., Ltd.: I-Hung Lin, as of March 26, 2026.
(II) Information on transfers of shares: None.
(III) Information on equity Pledge: None.
VII. Relationship among the top ten shareholders
March 31, 2026
Unit: shares, %
| Name (Note 1) | Shareholding | Shareholding of spouse and underage children | Shares held by proxy | Specify the name of the entity or person and their relationship to any of the other top 10 shareholders with which the person is a related party or has a relationship with the spouse or relative within the 2nd degree (Note 3) | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding ratio | Shares | Shareholding ratio | Shares | Shareholding ratio | Title (or name) | Relation | ||
| Haoqun Investment and Development Ltd. | 11,791,000 | 15.907% | - | - | - | - | - | - | |
| Rep: Hao-Chen Lin | 1,194,305 | 1.611% | - | - | - | - | Yi-Hung Lin Shih-Yun Lin Jui-Tse Lin | Father Mother Older brother | |
| Songqun Investment and Development Ltd. | 10,731,000 | 14.477% | - | - | - | - | - | - | |
| Rep: Liu Shu-mei | 15,275 | 0.021% | - | - | - | - | |||
| Hehan Investment Co, Ltd | 7,586,503 | 10.234% | - | - | - | - | - | - | |
| Rep: Shih-Yun Lin | 1,100,055 | 1.484% | 1,307,215 | 1.713% | - | - | Yi-Hung Lin Hao-Chen Lin Jui-Tse Lin | Spouse Son Son | |
| Huangview Investment Co, Ltd | 5,590,500 | 7.542% | - | - | - | - | - | - | |
| Ruhan Investment Co, Ltd | 5,433,420 | 7.330% | - | - | - | - | - | - |
| Ziqun International Co., Ltd. | 2,288,295 | 3.087% | - | - | - | - | - | - | |
|---|---|---|---|---|---|---|---|---|---|
| Rep: I-Hung Lin | 1,307,215 | 1.763% | 1,100,055 | 1.484% | -- | Shih-Yun Lin Hao-Chen Lin Jui-Tse Lin | Spouse Son Son | ||
| Da Chun International Co., Ltd. | 2,119,000 | 2.858% | - | - | |||||
| Rep: Jui-Tse Lin | 1,372,810 | 1.852% | - | - | Yi-Hung Lin Shih-Yun Lin Hao-Chen Lin | Father Mother Younger brother | |||
| Pei-Rong Chen | 1,955,000 | 2.637% | - | - | - | - | - | - | |
| Jui-Tse Lin | 1.372,810 | 1.852% | - | - | - | - | Yi-Hong Lin Shih-Yun Lin Hao-Chen Lin | Father Mother Younger brother | |
| Tien-Tsai Ke | 1,323,000 | 1.784% | - | - | - | - | - | - |
Note 1: It is advised that the top ten shareholders be listed. The names of the representative and institutional shareholders for corporate shareholders ought to appear separately on the list.
Note 2: The calculation of shareholding ratio refers to the calculation of shareholding in the company's own name, spouse, minor children, or in the name of another party.
Note 3: The shareholders listed in the preceding paragraph include both juridical persons and natural persons, and the relationship between them shall be disclosed in accordance with the Regulations Governing the Preparation of Financial Reports by Issuers.
Note 4: Appointed Representative of Ziqun International Co., Ltd.: I-Hung Lin, as of March 26, 2026.
VIII. The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company: None.
Three. Capital Raising
I. Capital and outstanding shares
(I) Sources of Capital
Unit: thousand shares; NT$ thousand
- Sources of Capital
| Year/Month | Issue price (NT$) | Authorized capital | Paid-up capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Sources of Share Capital | Paid in properties other than cash | Other | ||
| 75.03 | 1,000 | 1 | 1,000 | 1 | 1,000 | Incorporation capital: NT$1,000 thousand. | None | Note 1 |
| 75.06 | 1,000 | 5 | 5,000 | 5 | 5,000 | Cash capital increase of NT$4,00 thousand. | None | Note 2 |
| 78.11 | 1,000 | 10 | 10,000 | 10 | 10,000 | Cash capital increase of NT$5,000 thousand. | None | Note 3 |
| 83.11 | 1,000 | 50 | 50,000 | 50 | 50,000 | Cash capital increase of NT$40,000 thousand. | None | Note 4 |
| 85.09 | 1,000 | 83 | 83,000 | 83 | 83,000 | Cash capital increase of NT$33,000 thousand. | None | Note 5 |
| 87.12 | 1,000 | 158 | 158,000 | 158 | 158,000 | Cash capital increase of NT$25,000 thousand. Surplus to a capital increase of NT$50,000 thousand. | None | Note 6 |
| 88.12 | 1,000 | 199.9 | 199,900 | 199.9 | 199,900 | Cash capital increase of NT$41,900 thousand. | None | Note 7 |
| 90.01 | 10 | 19,990 | 199,900 | 19,990 | 199,900 | Altered the amount per share for the shares of a capital increase in December 1999 | — | Note 8 |
| 92.07 | 10 | 29,340 | 293,400 | 29,340 | 293,400 | Cash capital increase of NT$93,500 thousand. | None | Note 9 |
| 93.01 | 10 | 40,000 | 400,000 | 40,000 | 400,000 | Cash capital increase for NT$106,600 thousand. | None | Note 10 |
| 93.12 | 10 | 45,000 | 450,000 | 45,000 | 450,000 | Cash capital increase of NT$50,000 thousand. | None | Note 11 |
| 94.10 | 30 | 48,000 | 480,000 | 48,000 | 480,000 | Cash capital increase of NT$30,000 thousand. | None | Note 12 |
| 96.07 | 32 | 49,000 | 490,000 | 49,000 | 490,000 | Cash capital increase of NT$10,000 thousand. | None | Note 13 |
| 96.11 | 32 | 80,000 | 800,000 | 56,125 | 561,250 | Cash capital increase of NT$71,250 thousand. | None | Note 14 |
| 99.08 | 24 | 80,000 | 800,000 | 57,125 | 571,250 | Cash capital increase of NT$10,000 thousand. | None | Note 15 |
| 100.09 | 10 | 80,000 | 800,000 | 60,267 | 602,669 | Surplus to capital increase for NT$31,419 thousand. | None | Note 16 |
| 101.04 | 29.5 | 80,000 | 800,000 | 65,926 | 659,259 | Cash capital increase of NT$56,590 thousand. | None | Note 17 |
| 104.01 | 10 | 80,000 | 800,000 | 75,926 | 759,259 | Cash capital increase of NT$100,000 thousand. | None | Note 18 |
| 104.11 | 10 | 80,000 | 800,000 | 74,139 | 741,389 | Cancellation of treasury shares | None | Note 19 |
| 111.01 | 10 | 80,000 | 800,000 | 74,124 | 741,239 | Cancellation of treasury shares | None | Note 20 |
Note 1: Approved with Letter Qi-Wu-Chian-San-Zhi No.56194, dated March 7, 1986.
Note 2: Approved with Letter Qi-Wu-Chian-San-Bin-Zhi No.75327, dated June 25, 1986.
Note 3: Approved with Letter Qi-Ba-Chian-San-Zhi No.363670, dated November 16, 1989.
Note 4: Approved with Letter Ba-San-Chian-San-Geng-Zhi No.463090, dated November 16, 1994.
Note 5: Approved with Letter Ba-Wu-Chian-San-Bin-Zhi No.231507, dated September 16, 1996.
Note 6: Approved with Letter Jing-(087)-Shang-Zhi No.142757, dated December 31, 1998.
Note 7: Approved with Letter Jing-(088)-Shang-Zhi No.143799, dated December 4, 1999.
Note 8: Approved with Letter Jing-(089)-Shang-Zhi No.148719, dated January 4, 2001.
Note 9: Approved with Letter Jing-Shou-Shang-Zhi No. 09232382540, dated July 22, 2003
Note 10: Approved with Letter Jing-Shou-Shang-Zhi No.09331501460, dated January 6, 2004.
Note 11: Approved with Letter Jing-Shou-Shang-Zhi No.09333257360, dated December 27, 2004.
Note 12: Approved with Letter Jing-Shou-Shang-Zhi No.09433067060, dated October 31, 2005.
Note 13: Approved with Letter Jing-Shou-Shang-Zhi No.09632475230, dated July 24, 2007.
Note 14: Approved with Letter Jing-Shou-Shang-Zhi No.09601288690, dated November 23, 2007.
Note 15: Approved with Letter Jing-Shou-Shang-Zhi No.09901189960, dated August 24, 2010.
Note 16: Approved with Letter Jing-Shou-Shang-Zhi No.10001219470, dated September 27, 2011.
Note 17: Approved with Letter Jing-Shou-Shang-Zhi No.10101084510, dated May 10, 2012.
Note 18: Approved with Letter Tai-Zheng-Shang-Yi-Zhi No.10400041711, dated March 11, 2015.
Note 19: Approved with Letter Jin-Guan-Zheng-Jiao-Zhi No.1040049645, dated November 27, 2015.
Note 20: Approved with Letter Jing-Shou-Shang-Zhi No.11101010350, dated January 21, 2022.
- Type of share Unit: shares
| Share category | Authorized capital | Remarks | ||
|---|---|---|---|---|
| Outstanding shares | Unissued shares | Total | ||
| Registered common shares | 74,123,875 | 25,876,125 | 100,000,000 |
- Information Relating to the Shelf Registration System: None.
(II) List of major shareholders: List all shareholders with a stake of $5\%$ or greater, and if those are fewer than 10 shareholders, also list all shareholders who rank in the top 10 in shareholding percentage, and specify the number of shares and stake held by each shareholder on the list March 31, 2026 Unit: shares, $\%$
| Shareholding Name of major shareholders | No. of shares held | Shareholding ratio |
|---|---|---|
| Haoqun Investment and Development Ltd | 11,791,000 | 15.907 |
| Songqun Investment and Development Ltd | 10,731,000 | 14.477 |
| Hehan Investment Co, Ltd | 7,586,503 | 10.235 |
| Huangview Investment Co, Ltd | 5,590,500 | 7.542 |
| Ruhan Investment Co, Ltd | 5,433,420 | 7.330 |
| Ziqun International Co., Ltd. | 2,288,295 | 3.087 |
| Daqun International Co., Ltd. | 2,119,000 | 2.858 |
| Pei-Rong Chen | 1,955,000 | 2.637 |
| Jui-Tse Lin | 1,372,810 | 1.852 |
| Tien-Tsai Ke | 1,323,000 | 1.784 |
(III) Company's dividend policy and implementation thereof
- The dividend policy adopted in the company's articles of incorporation
Articles 26 and 27 of the Company's Articles of Incorporation established the following method for distributing employee and director remunerations and dividends:
If the Company is profitable, it will pay out between $1\%$ and $3\%$ in remuneration to staff members. Staff members of controlling and subsidiary companies who satisfy certain requirements will receive shares or cash, as decided by the Board of Directors. The Company may permit the Board of Directors to set aside a maximum of $3\%$ of the previously mentioned profit for the directors' and supervisors' remuneration. The remuneration to employees, directors, and supervisors shall be submitted to the shareholders' meeting for review.
However, profits must first be taken to offset cumulative losses, if any, then used for the appropriation of remuneration to employees, directors, and supervisors based on the preceding percentage.
According to the Company's articles of incorporation, net earnings should be used first to offset any prior-year deficits and pay any income taxes. Of the remaining balance, $10\%$ is to be appropriated as a legal reserve, but only if the accumulated legal capital reserve equals the Company's paid-in capital. The amounts are then appropriated or reversed to special reserves
in accordance with applicable laws and regulations. The Board will decide how to distribute the remaining profit, if any, as well as the accumulated undistributed surplus. If the dividend is distributed in the form of new shares, the Shareholders' Meeting must resolve the matter prior to its distribution.
The Company may distribute cash dividends and report to the Shareholders' Meeting, after such matter has been approved by at least half of the Directors in attendance in a Board meeting attended by no less than two-thirds of all Board members.
When distributing dividends, the Company takes into consideration factors including future development plans, investment environment, capital needs and domestic and foreign competitions, and shareholders' returns. The shareholders' dividends shall be no less than 40% of that year's distributable amount, with cash dividends accounting for more than 20%. Such matter is approved by the Board of Directors and submitted to the Shareholders' Meeting for resolution.
- The dividend distributions proposed at the most recent shareholders' meeting
The 2025 earning distribution proposal was resolved and approved by the Board on March 5, 2026, as follows:
| 2025 | Unit: NT$ | |
|---|---|---|
| Beginning undistributed earnings | 1,487,701,285 | |
| Add: Current period net profit | 178,922,466 | |
| Remeasurement of the defined benefit plan recorded in retained earnings | 6,077,129 | |
| The sum of the total amount of after-tax net income for the period and other profit items adjusted to the current year's undistributed earnings | 184,999,595 | |
| Less: Legal reserve (10%) | (18,499,960) | |
| Less: Reversal (appropriation) of special reserve | (40,120,337) | |
| Current distributable earnings | 1,614,080,583 | |
| Allocation: | ||
| Cash dividends (NT$2.5 per share) | (185,309,688) | |
| Ending undistributed earnings | 1,428,770,896 |
Note 1: Priority is given to the 2025 earnings in terms of the current year's earnings distribution.
Note 2: For the distribution of cash dividends, the amount allocated to each individual shareholder shall be rounded down to the nearest whole New Taiwan dollar. Any fractional amounts less than NT$1, in aggregate, shall be recognized as other income of the Company.
Note 3: The legal reserve shall be appropriated based on "the sum of the total amount of after-tax net income for the period and other profit items adjusted to the current year's undistributed earnings" in accordance with Jing-Shang-Zi Letter No. 1082432410.
- If a material change in dividend policy is expected, provide an explanation: None.
(IV) Impacts of business performance and earnings per share on the current stock dividend distribution: N/A (The Company is not required to disclose its financial forecast for 2025.)
(V) Profit-sharing remuneration of employees, directors, and supervisors:
- The percentages or ranges with respect to employee, director, and supervisor profit-sharing remuneration, as set forth in the company's articles of incorporation.
Please refer to the “(III) Company's dividend policy and implementation status 1” for the description.
- The basis for estimating the amount of employee, director, and supervisor profit-sharing remuneration, for calculating the number of shares to be distributed as employee profit-sharing remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
(1) The remuneration of employees and directors comply with Article 26 of the Articles of Incorporation and Letter (96)Ji-Mi-Zhi No. 52 by Accounting Research and Development
Foundation, "Accounting Treatment of Employee Profit-Sharing and Directors' and Supervisors' Remuneration" to be estimated, and recognized as expenses and liabilities based on their nature.
(2) If there is any discrepancy between the resolution of the subsequent shareholders' meeting and the estimated amount in the financial statements, it is regarded as a change in the estimate and accounted as the annual profit or loss at the year of the resolution adopted by the shareholders' meeting.
- Information on the employee remuneration distribution proposal approved by the Board
The Company's 2025 employees' and directors' remunerations have been recorded as expenses, as required by the letter of ARDF. On March 5, 2026, upon the resolution of the Board of Directors, the provided distribution is outlined below and is subject to the report at the shareholders' meeting on May 27, 2026:
(1) The employees' remuneration of NT$7,798,140 and the directors' remuneration of NT$3,899,070 will be distributed.
(2) The amount of employees' share dividends distributed and its ratio to the total net profit after-tax of the current period, and the total amount of employee bonuses: No employee share dividend is distributed.
(3) After considering the distribution of employees' remuneration and directors and supervisors' remuneration, the estimated earnings per share is NT$2.41.
(4) The difference between the said distribution proposed and the estimated expenses in 2025 is NT$0.
- The earnings of the previous year were used to distribute employees' bonuses and the remuneration of directors and supervisors:
The Company's 2024 employees' profit sharing and directors' remunerations have been provided as expenses, as required by the letter of ARDF. On February 24, 2025, upon the resolution of the Board of Directors, the provided distribution is as below, which is subject to the report to the shareholders' meeting on May 29, 2025:
(1) Distributed the employee bonuses of NT$8, 891,671 and directors' remunerations of NT$5, 927,781.
(2) The amount of employees' share dividends distributed and its ratio to the total net profit after-tax of the current period, and the total amount of employee bonuses: No employee share dividend is distributed.
(3) After considering the distribution of employees' remuneration and directors and supervisors' remuneration, the estimated earnings per share is NT$5.01.
(4) The difference between the said distribution proposed and the estimated expenses in 2024 is NT$0.
(VI) Status of a company repurchasing its own shares: None.
II. Issuance of corporate bonds: None.
III. Issuance of preferred shares: None.
IV. Global depository receipts: None.
V. Issuance of employee stock warrants and new restricted employee shares: None.
VI. Merger and acquisition activities (including mergers, acquisitions, and demergers: None.
VII. Capital Allocation Plans and Implementation Status:
(I) As of the quarter preceding the printing date of the annual report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent three years but have not yet fully yielded the planned benefits: None.
(II) As of the quarter preceding the printing date of the annual report, with respect to the implementation of each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent three years but have not yet fully yielded the planned benefits: N/A
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Four. Overview of Business Operations
I. Business activities
(I) Scope of Business:
-
The Company’s major lines of business
(1) Manufacturing, processing, and trading of various machinery (automobiles, motorbikes, bicycles).
(2) Acting as an agent for domestic and foreign manufacturers of the aforementioned products for quotations, bidding, and distribution.
(3) Import and export of products mentioned in the preceding paragraph.
(4) Operation and investment of the businesses as mentioned in the preceding paragraph.
(5) Surface treatment
(6) Industrial plastic product manufacturing industry
(7) Automation equipment design, planning and manufacturing.
(8) Contract manufacturing services for various dosage forms of health supplements.
(9) Formula research and development and design.
(10) Research and development of DHA product series for active aging.
(11) Eye care health products.
(12) Health supplement research and development.
(13) Research and development of women’s beauty and health products.
(14) Research and development of immune-support products. -
Major products and relative weight thereof Unit: NT$ thousand
| Name of product | 2024 | 2025 | ||
|---|---|---|---|---|
| Net operating revenue | Operation weight | Net operating revenue | Operation weight | |
| Motor parts | 1,912,309 | 98.98% | 1,640,194 | 98.74% |
| Others | 19,782 | 1.02% | 20,984 | 1.26% |
| Total | 1,932,091 | 100.00% | 1,661,178 | 100.00% |
-
Current products (services)
(1) Auto parts, other parts, among other products.
(2) Designing, planning, and manufacturing factory-wide automation equipment.
(3) Contract manufacturing of softgel capsules.
(4) Contract manufacturing of plant-based microcapsules. -
New products (services) planned to be developed
(1) Development of various appearance parts of automobiles.
(2) Application and development of Industrial Internet of Things.
(3) Contract manufacturing of new liquid dosage forms.
(4) Research and development of new raw materials.
(II) Overview of the Industry
- Current status and development of the industry
The Taiwan Transportation Vehicle Manufacturers Association ("TTVMA") reports that there are currently 2,800 auto parts manufacturers in Taiwan that are involved in the production and sale of related products. Of these, approximately 300 are suppliers of original equipment manufacturers (OE parts) for both domestic and international markets, but many of them also manufacture aftermarket products (AM) for export. Year after year, Taiwan's auto parts manufacturing industry has seen consistent revenue growth. It experienced its first decline of 7.72% in 2009 as a result of the global financial crisis. It made a huge comeback in 2010. There was a notable upturn in 2010. Because of Taiwan's small automotive market, Taiwanese manufacturers of parts and components have always regarded expanding their export market
as their primary business goal. In recent years, although the domestic market for complete vehicle sales has experienced fluctuations, the export value of automotive parts has continued to grow annually as industry competitiveness has increased. In 2022, exports reached a record high of NT$253 billion, representing a growth of approximately 14.58%. However, due to the economic downturn and persistently high inventory levels, the export value from January to December 2023 declined by 10.91% to NT$2,254 million. Export value amounted to NT$228.5 billion for the period from January to December 2024, representing an increase of 1.36%. For the period from January to June 2025, export value reached NT$113.6 billion, reflecting a growth of-0.57%.
Unit: NT$100 million
| Year | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 |
|---|---|---|---|---|---|---|---|---|
| Amount | 1,136 | 2,285 | 2,254 | 2,530 | 2,208 | 1,927 | 2,148 | 2,147 |
| Growth rate | -0.57 | 1.36% | -10.91% | 14.58% | 14.58% | -10.26% | 0.02% | -0.11% |
Sources: import and export statistics of customs, compiled by the TTVMA.
According to Industrial Technology Research Institute statistics, Taiwan's production value of exported AM crash parts and components accounts for 60-70% of the global total. AM crash parts and components such as bumpers, sheet metal, rearview mirrors, and rubber/plastic parts make up 85% of the global market, with bumpers accounting for up to 90%.
Taiwanese AM parts manufacturers are primarily export-oriented. Taiwanese AM parts, particularly crash parts (the most frequently replaced items following a car accident, such as front and rear bumpers, lights, radiator grilles, doors and hoods, and other sheet metal parts), are well accepted in the international market.
The Company's main products - front and rear bumpers and radiator grilles are the most easily damaged parts after a car crash. Before the US economy fully recovers, consumers are unwilling to replace more expensive parts from the original makers, and help the market of automobile after-sales maintenance.
Some of our products have passed CAPA (Certified Automotive Parts Association) certification, and with strict quality, making our products more competitive.
The auto parts industry in Taiwan has a complete supply chain, most of which belong to small and medium-sized enterprises. The industry has the advantages of small-quantity with a large variety and flexible manufacturing. In recent years, manufacturers have continuously invested in research and development, improved production processes, and introduced smart manufacturing. They have international competitiveness and the potential to enter the supply chain of international automakers. Manufacturers excel at precision machining and rubber/plastic injection molding, and a sizable proportion of them focus on the aftermarket for parts. They enter the international automakers' OEM system by investing overseas in factory establishment, network construction, marketing bases, international technical cooperation, and joint ventures to position themselves in the global market. Taiwanese manufacturers have achieved significant success in terms of after-sales service and OEM.
Taiwan's export performance has rebounded. Total exports for 2025 amounted to USD 640.75 billion, representing a year-on-year increase of 34.9% and reaching a record high. The trade surplus also rose to USD 157.14 billion, setting a new record. Exports to the United States and ASEAN increased by 78.0% and 35.6% year-on-year, respectively, both reaching historical highs, while exports to China and Hong Kong grew by 13.2%. The share of exports to the United States increased to 30.9%, surpassing the combined share of China and Hong Kong at 26.6%, marking the first occurrence in 26 years. Benefiting from the continuous increase in the vehicle parc in the US, and Taiwan's bulk of crash parts exported have passed the US CAPA certification, the sales to the US have continued to increase. After the U.S.-China trade war, although the pandemic has been under control in China, issues such as labor wages and environmental protection regulations remain, triggering the auto parts industry to withdraw production bases from China, and the overall supply chain restructuring will focus on regionalization and localization more.
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According to demographic projections, Taiwan officially entered a “super-aged society” in 2025 (with the population aged 65 and above exceeding 20%). Demand for health supplements has increased significantly, particularly in areas such as eye health and dementia risk prevention. As a result, health supplements have shifted from optional consumption to daily necessities among the aging population. The “precision segmentation” of the silver economy has led to more targeted product demand. The market is no longer limited to general multivitamins but has evolved to include specialized products addressing sarcopenia (muscle loss), cognitive maintenance (brain health), and joint mobility for the elderly. Popular ingredients include phosphatidylserine (PS), high-concentration DHA, undenatured type II collagen (UC-II), and highly absorbable plant-based proteins. In addition, the trend toward “light health” and “de-pilzitation” is gaining traction. Younger consumers and working professionals are increasingly resistant to traditional tablet forms. Functional gummies, liquid supplements, and sugar-free chewables have become the fastest-growing dosage forms. Emotional health management has also emerged as a key focus, with growing demand for stress relief and sleep support. This is expected to be a major consideration in product formulation and R&D going into 2026. Probiotics, particularly those associated with the gut–brain axis, have become a prominent trend in the market.
- Development trends of products
(1) To meet the development trend of increasing public demand for automobile safety standards, the Company has introduced a specialty digital control welding machine, to stabilize product quality by increasing the number of bonding points between the main bodies and reinforcing components.
(2) In line with global environmental protection trends, our products' main raw materials are PP (environmental label No. 5) and ABS (environmental label No. 7). These two materials can be recycled and reused, avoiding the use of non-recyclable raw materials that harm the environment.
(3) To meet customers' stringent requirements for health supplement contract manufacturing, the Company has obtained FSSC certification to ensure consistent product quality.
(4) In support of its expansion into Southeast Asian export markets, the Company has obtained Halal certification. Together with GMP certification, these serve as two key credentials for entering the Southeast Asian market. Given the region’s large Muslim population (including Indonesia, Malaysia, and Brunei), these certifications are not only regulatory requirements but also critical to establishing brand trust.
- Competition
Taiwan is currently the largest exporter in the AM market. Because the Company's flexible production outperforms its competitors, it actively develops product completeness and strives to meet customer satisfaction at all times. Quality, delivery, and cost control are also important indicators of the Company's efforts, and it will continue to increase the number of product certifications to gain a competitive advantage.
The health supplement market in Taiwan has entered a stage of high saturation and intensified competition for consumer trust. As the population continues to age and health awareness becomes widespread, competition has shifted from product ingredient differentiation to a focus on brand credibility and product quality.
(III) Overview of the company's technologies and its research and development work
- Overview of R&D:
The Company is primarily engaged in two core business segments: automotive component manufacturing and contract manufacturing of health supplements. It continues to invest in research and development to enhance product quality, technological capabilities, and market competitiveness.
(I) Automotive Components Manufacturing:
Product quality and performance are comparable to original equipment (OE) standards and have passed internationally recognized testing. The Company continues to introduce automated manufacturing processes to reduce labor costs and mitigate the impact of labor shortages. Through equipment optimization and the adoption of new processes, the Company
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aims to increase production capacity and improve yield rates.
(II) Health Supplement Research:
The Biotechnology Research Institute obtained TAF accreditation (ISO 17025) in 2025 and is expanding the scope of certification. The Company has developed technologies including high-purity algae oil extraction and separation, deodorization, and algal genetic engineering, along with the establishment of related specifications and production processes. 2. Technical levels of operated businesses
(1) Automotive Components Manufacturing:
The Company possesses integrated production capabilities, utilizing automated material feeding systems, large-scale plastic injection molding machines (specifically for bumpers), and fully automated electroplating and coating production lines, achieving a high degree of automation in process management. In addition, the Company has established key mold development technologies and continues to enhance large-scale mold development capabilities, enabling advantages in high quality, cost efficiency, and shorter lead times.
(2) Health Supplement Contract Manufacturing:
The Company provides comprehensive services including formula R&D, product development, and OEM/ODM manufacturing. Its product portfolio emphasizes dual-phase nutrition, with dosage forms including liquid capsules, softgel capsules, microencapsulated liquid capsules, coated powders, film-coated tablets, and functional beverages. These innovations overcome the traditional limitation of combining water-soluble and fat-soluble nutrients. Through the development of proprietary raw materials and improvements in filling processes, the Company enhances the uniqueness of its formulation technologies.3. R&D Plans
(I) Development of environmentally friendly materials and plastic recycling systems.
(II) Continued investment in automation equipment and process improvements to enhance yield rates and achieve high productivity and quality.
(III) Ongoing implementation of mold flow analysis to improve mold design and shorten molding cycle times.
(IV) Expansion of CAPA certifications.
(V) Development of value-added raw materials through food contract manufacturing and agricultural waste recycling technologies.
(6) Development of vegetarian capsule technologies to improve the stability and consumer acceptance of plant-based oil formulations.4. Study of future development policies:
The Company will continue to adhere to its R&D strategy of technological innovation and product quality enhancement, guided by market demand, while strengthening its R&D capabilities. It will continue to invest in R&D resources and cultivate talent to enhance its technological strength and competitive advantage. Key development directions include:
The most recent computer-aided technology has been integrated into the mold development process to accelerate the mold-making process and enable the rapid release of products to the market in order to capitalize on the best financial and business opportunities.
(II) Implementing laser cutting machines and automated bumper packaging systems to reduce manual handling and align with global environmental trends.
(III) Enhancing internal production management efficiency through continuous process improvements to optimize production workflows and product quality while reducing costs.
(IV) Advancing low-carbon transformation by sourcing low-carbon raw materials in line with global automotive industry decarbonization trends.
(V) Developing vegetarian softgel capsules, high-purity DHA powder, and specialized microencapsulation dosage forms through advancements in capsule and fluidized bed processing technologies.
(VI) Establishing rapid efficacy screening platforms and AI-driven databases to digitalize experimental processes, enabling faster prediction and validation of optimal formulations and shortening R&D timelines.5. R&D personnel and their experiences and educational background (parent-only) Unit: persons; year
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| Year Education | 2021 | 2022 | 2023 | 2024 | 2025 | As of March 31, 2026 |
|---|---|---|---|---|---|---|
| Postgraduate degree | 5 | 7 | 9 | 9 | 7 | 7 |
| Bachelor's degree | 6 | 7 | 4 | 3 | 2 | 4 |
| Senior/vocational high school | 1 | 1 | 0 | 0 | 1 | 1 |
| Total | 12 | 15 | 13 | 12 | 10 | 12 |
| Average years of service | 2.67 | 1.8 | 2.15 | 2.92 | 4.7 | 4.08 |
(Y.C.C (combined)) unit: person, per year
| Year Education | 2021 | 2022 | 2023 | 2024 | 2025 | As of May 9, 2025 |
|---|---|---|---|---|---|---|
| Postgraduate degree | 5 | 7 | 9 | 9 | 7 | 7 |
| Bachelor's degree | 14 | 14 | 7 | 5 | 3 | 5 |
| Senior/vocational high school | 2 | 2 | 0 | 0 | 1 | 1 |
| Total | 21 | 23 | 16 | 14 | 11 | 13 |
| Average years of service | 2.19 | 2.04 | 2.03 | 2.08 | 4.3 | 2.71 |
- R&D expenses invested in the five recent years
Unit: NT$ thousand, %
| Item\Year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Parent-only R&D expenses (A) | 29,595 | 53,029 | 59,655 | 63,787 | 75,407 |
| Parent-only net revenue (B) | 1,134,285 | 1,259,707 | 1,456,959 | 1,526,367 | 1,347,077 |
| (A)/(B) weight % | 2.61 | 4.21 | 4.09 | 4.18 | 5.60 |
| Item\Year | 2021 | 2022 | 2023 | 2024 | 2025 |
| Consolidated R&D expenses (A) | 37,564 | 70,601 | 69,766 | 70.066 | 79,295 |
| Consolidated net revenue (B) | 1,918,100 | 2,020,758 | 2,051,209 | 1,932,091 | 1,661,178 |
| (A)/(B) weight % | 1.96 | 3.49 | 3.40 | 3.63 | 4.77 |
- Technologies or products successfully developed in the five most recent years:
(1) Automatic protection device for assembling/digging holes.
(2) Ergonomic jig and fixture design.
(3) Improvement and introduction of automated assembly, grinding, painting, and mass production processes.
(4) Implementation of automated positioning and cutting systems for woven materials to reduce idle time and material waste.
(5) Adoption of automated ultrasonic welding technology for components to enhance welding precision and intelligent manufacturing capabilities.
(6) Implementation of robotic laser cutting and drilling technology to eliminate burrs and improve production efficiency.
(7) Manufacturing and introduction of automatic assembly nut equipment according to different accessories.
(8) The total number of CAPA product certifications continued to increase, and product development items were added.
(9) SMB (Simulated Moving Bed) purification and separation technology.
(IV) Long- and short-term business development plans
- Short-term business development plans (competitive edges)
(1) Enhance the Company's standing and broaden its customer base by engaging in international trade shows.
(2) The stable quality is in line with customers' requirements.
(3) Establish an independent training system
(4) Strengthen automated production equipment to increase productivity.
(5) Accelerate products' passage of the CAPA certification system, improve customers' confidence in products, and increase sales.
(6) Establish a complete mold development system to shorten the time to market.
(7) Enhance brand visibility and expand new customer channels through participation in domestic and international exhibitions.
(8) Maintain stable product quality in compliance with customer requirements.
(9) Provide rapid prototyping services.
(10) Offer "small-batch, fast-delivery" services to enable customers to quickly test market response and shorten time-to-market from R&D to commercialization.
(5) Establish an integrated "manufacturing + service" ecosystem.
(6) Build a comprehensive production quality system to accelerate product launch timelines.
- Long-term business development plans
(1) Build automatic warehouse equipment for inventory.
(2) Expand new factory buildings to increase production capacity.
(3) Increase product mix and increase market share.
(4) Expand the market to achieve global sales.
(5) Establish a wastewater recycling plant.
(6) Research and development of functional ingredients and related patent applications.
(7) Expansion of new production lines to increase capacity.
(8) Enhancement of product modularization to increase market share.
(9) Expansion of contract manufacturing markets to achieve global sales.
(10) Collaboration with academic institutions to conduct clinical observations or efficacy studies on the Company's proprietary formulations.
II. Analysis of the market as well as the production and marketing situation
(I) Geographic areas where the main products are sold
- Market analysis Unit: NT$ thousand
| Year Area for sales | 2024 | 2025 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Domestic sales (Note 2) | 635,112 | 41.62 | 478,897 | 35.55% | |
| Export sales | Americas | 856,664 | 56.12 | 831,006 | 61.69 |
| Asia | 22,934 | 1.50 | 26,838 | 1.99 | |
| Europe | 1,842 | 0.12 | 1,508 | 0.11 | |
| Africa | 9,815 | 0.64 | 8,828 | 0.66 | |
| Oceania | - | - | - | - | |
| Subtotal | 891,255 | 58.38 | 868,180 | 64.45 | |
| Total | 1,526,367 | 100.00 | 1,347,077 | 100.00 |
Note 1: The table above contains Y.C.C-only information.
Note 2: Domestic sales include indirect export sales which are sold to domestic trading companies.
| Year Area for sales | 2024 | 2025 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Taiwan | 572,228 | 29.62 | 484,225 | 29.15% |
| Americas | 923,712 | 47.81 | 845,488 | 50.90% |
| Asia | 372,170 | 19.26 | 261,516 | 15.74% |
| Europe | 54,166 | 2.80 | 61,122 | 3.68% |
| Africa | 9,815 | 0.51 | 8,827 | 0.53% |
| Total | 1,932,091 | 100.00 | 1,661,178 | 100.00 |
Note: The table above is the consolidated information.
- Market share
According to statistics from the Customs Administration, the total export value of auto parts – specifically bumpers and their components – was NT$12,602,600 thousand in 2024 and NT$12,815,781 thousand in 2025. Based on these figures, the Company’s share of the domestic export market for the same period was approximately 7.07% and 6.77%, respectively.
The OEM/ODM health supplement market in Taiwan is highly competitive and concentrated, reflecting intense market rivalry. As health supplements involve food safety and efficacy claims, brand owners place significant reliance on manufacturers’ certifications (such as GMP and FSSC) and the strength of their R&D laboratories to enhance market share.
- Demand and supply conditions for the market in the future, and the growth potential
As the demands for automobiles in emerging markets, such as China, India, Brazil, Russia, and ASEAN have been increasing year by year, the market scale has very promising prospects of development in emerging regions. It is mentioned in the article “View the Development of Auto AM from the Sheet Metal Structure Parts” published in the journal, Mechanical Industry, issue 280, that roughly 40% of total expenses spent by the owner of a car, from purchase to scrapping, are used for after-service. Upon the end of the warranty, any car accident goes to the service markets of maintenance and insurance companies. The auto parts required for the aftermarket inherently grows simultaneously. It is obvious that in the future, with more than 1 billion vehicle parked around the world, the AM market will create a huge business opportunity. The aging of the vehicle population will continue, and opportunities for after-sales maintenance will increase, because the supply of new cars is limited and demand is also under pressure.
Insurers have successively developed CAPA (Certified Automotive Parts Association) to seek high-quality AM parts suppliers. Meanwhile, they have added instructions on the contracts to explain the insurance claim settlement method, with differential rates adopted to increase the insurance premium rate for designated OEM parts. This approach will lead to an increase in demand for certified AM parts from insurers, providing new opportunities for the future growth of the AM market.
With favorable conditions such as flexible production, diversified development, and industrial clustering effects, Taiwan's auto parts industry continues to hold a competitive edge that other nations cannot match. Regardless of market share or customer satisfaction, the company has already established a position among its peers after 38 years of growth and effort. In the future, we will continue to develop new product items, obtain product certifications from various countries, and actively expand potential markets, to strive to move towards the goal of global positioning and marketing, as well as increasing market share.
Demands for Taiwanese manufacturers of AM automotive parts and components have been increasing as they have both quality certifications and reasonable prices. Comparing to the continued sluggishness in the consumption power of the new car market, which unfavorable to Taiwanese OEMs and OES manufacturers of related auto parts, the number of existing cars retained in the US continues to grow, which is in turn beneficial to Taiwanese manufacturers in the supply chain of related parts of the automotive after market (AM)
PwC released the "Digital Auto Report 2020: Navigating through a post-pandemic world," estimated that in a survey, that the number vehicle parc in EU (number of cars registered locally) will decline slightly (an estimated is decreased by 0.5% per year). In 2020, EU was still the market with the largest vehicle parc in the world (302 million units). By 2035, the number of vehicles parked in the EU will drop to 281 million, after 350 million in China (estimated annual growth of 3.9%) and 332 million (annual growth of 1.1%) in the US. The momentum driving the growth of the total number of vehicles in the US and China include the demand for economic liquidity after the outbreak of the pandemic, the tendency of enterprises to build new fleets with high annual mileage, and the replacement of old cars with new ones. Hsu, Chien-Yen, CPA of PwC Taiwan for the automotive and parts industry services, analyzed that when the direction of vehicle development is gradually inclining to smart applications and electric vehicles, Taiwan will benefit from the advantages of the information and communication industry and with its unique advantages established in the automotive electronic components, to become a key player in the international automobile manufacturing supply chain. A
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According to the survey, the U.S. automotive aftermarket is expected to reach US$494.01 billion by 2028, with an estimated annual growth rate of 3.08%. The United States is the world's largest automotive after-sales service (AM) market and the largest exporter of Taiwan's auto parts industry, accounting for more than 50% of Taiwan's auto parts exports. In response to the increase in auto maintenance fees and loan interest rates in the U.S. in recent years, coupled with the increase in average vehicle age, the AM parts and components insurance claims can be settled, driving the demand for automotive AM maintenance parts.
In Taiwan's auto industry, aftermarket (AM) providers play an important role in the international supply chain, and control about 90% of the global supply.
According to IEK data, the increasing age and mileage of vehicles in the U.S. will stimulate the demand for vehicle maintenance and repair, which is expected to benefit the AM market of auto parts and components.
With the global increase in car ownership, extension of vehicle service life, and rising environmental awareness, the demand in the AM industry is increasing year by year.
One of the main driving forces for the growth of the automotive AM parts and components market comes from the average age of vehicles. As the average vehicle age rises, the demand for regular vehicle maintenance and replacement of various auto parts (including tires, lubricants and other parts) also increases. According to data from S&P Global Mobility, the average age of light vehicles in the U.S. market reached 12.8 years in 2025, marking a second consecutive annual increase (by approximately two months in 2024). The number of vehicles in the prime aftermarket service window (6–14 years old) has exceeded 110 million, accounting for nearly 38% of vehicles on the road, and this proportion is expected to continue rising to 40% by 2028.
Therefore, the current priority is given to the maintenance of old cars over the purchase of new cars, which has brought steady demand for the after-sales maintenance market. Yet even in good times, demand for replacement parts remains at a level that makes auto parts retailers a reliable defensive business in any economy.
The Taiwan market, driven by an aging society and rising health awareness, has shifted from "taking supplements only when ill" to "daily preventive consumption." Growth will mainly focus on "habitual" products, such as daily protein supplements, sleep support, and digestive health products. In the health supplement market, Southeast Asia has become a global growth engine. The Asia-Pacific region (including Southeast Asia) is the fastest-growing and largest market globally, generally exceeding the global average growth rate. In Taiwan, domestic demand continues to grow, with established brands increasing their market share while many new brands are emerging. Contract manufacturers with a wide range of dosage form options have a competitive advantage in capturing market share. On the supply side, certified production capacity is currently a strength of the Company. Demand for high-quality contract manufacturers remains strong, meaning manufacturers with recognized certifications (such as GMP and Halal) are in a favorable market position. There is also increasing pressure for technological upgrades. Many brand owners and major distribution channels (including live-streaming channels) are expanding equipment and diversifying production lines to meet dosage form development needs, including softgels, powders, capsules, functional gummies, liquid sachets, and microencapsulated forms. Key growth drivers include related products such as DHA for healthy aging, anti-aging, muscle maintenance (sarcopenia), and bone health; sustained-release vitamin C and CoQ10 formulations; gut-brain axis health (targeting anxiety, sleep support, and microbiome-related emotional regulation), including probiotics and stress-relief herbal extracts; weight management and metabolic regulation products (including blood sugar control and energy metabolism); and sports nutrition products, where protein and energy supplements are no longer limited to fitness users but have become part of daily diets, such as maca formulations and instant powders. Going forward, the Company will continue to develop new products, obtain international certifications, and actively expand into potential markets, aiming to achieve global market expansion and increase market share.
- Competitive edges
(1) Diversify products, enhance market competitiveness, and provide high-quality products to
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meet customer needs.
(2) Vertically integrated manufacturing capabilities from design, mold development, molding, assembly, and packaging.
(3) Introduce the most advanced models, strictly control product quality, and increase competitiveness and market share.
(4) Raw material quality control, stable supply of raw materials and continuous costdown policy.
(5) Improvement and introduction of process automation equipment to reduce the impact of human and human factors.
(6) Continuously train the ability of development design and mold development personnel, and the number of molds in the whole plant has a competitive advantage in the industry.
(7) Possesses a diversified range of products and dosage forms to address market competition and meet customer needs.
(8) Equipped with vertically integrated manufacturing capabilities, from mold development to molding and assembly.
(9) Implements strict quality control to enhance competitiveness.
(10) Ensures the quality and stable supply of raw materials while continuously implementing cost reduction policies.
(11) Improves and introduces automated production equipment to reduce the impact of manual operations and labor factors.
(12) Possesses in-house design and mold development capabilities, with a competitive advantage in the number of molds.
(13) Supported by a Ph.D.-level R&D team to assist customers in developing proprietary formulations.
- Positive and negative factors for future development, and the company's response to such factors
(1) Positive factors
I. The product category is diversified and complete, and it is equipped with high-efficiency, high-professional, and high-quality products, and is committed to providing customers with highly competitive products.
II. The Company has been deeply involved in the market for many years, and is the pioneer of a well-known domestic AM factory, and is deeply recognized, supported, trusted and affirmed by customers at home and abroad, and continues to improve and optimize in this field.
III. The cumulative quantity of CAPA-certified products continues to increase year by year, which helps to highlight the quality level of the Company and is beneficial to product sales expansion.
IV. Maintain long-term and good partnerships with high-quality raw material suppliers, and the supply relationship and raw material source are stable.
V. Multiple certifications for contract manufacturing lines (ISO 22000, HACCP, Halal, GMP, NSF-GMP), ensuring quality assurance.
VI. Establishment of a biotechnology research institute to enable immediate in-house testing of products and raw materials, allowing rapid response to issues and reducing contamination risks.
VII. A wide and comprehensive range of dosage forms, supported by high efficiency, professionalism, and product quality, with a commitment to providing customers with highly competitive products.
VIII. Recognition, support, trust, and affirmation in terms of quality and delivery, with continuous improvement and optimization in this field.
IX. The number of customers certified under GMP and Halal continues to increase, highlighting the Company's quality standards and strengthening recognition within the contract manufacturing industry.
X. Maintains long-term, stable partnerships with high-quality raw material suppliers, ensuring reliable supply relationships and stable sourcing.
(2) Negative factors and response to such factors
I. Because of the market's price-cutting competition, product prices are still falling.
Profitability will be impacted if costs are not effectively controlled or markets are not expanded.
Response to such factors
a. Grasp market development trends and accommodate the market demands, and develop new products in a timely manner, for improving customer satisfaction and product competitiveness.
b. Continue to increase product items to expand market customer bases and increase sales revenue.
c. Improve the manufacturing process and combine with automated production, continue to strengthen the skills of employees, and enhance the efficiency and quality of production capacity, so that production can achieve greater economies of scale, thereby reducing production costs.
II. Shortages of labor and rising labor costs
Response to such factors
a. Streamline manpower and improve skills, improve manpower quality and efficient production.
b. Combining automated equipment and manufacturing processes.
III. Market-driven formula ingredients may be affected by competition or weak marketing performance by customers, which could impact capacity utilization and profitability.
Countermeasures:
a. Closely monitor market trends and, in response to market demand, develop new formulations in a timely manner to enhance customers' product competitiveness.
b. Continuously expand formulation R&D and design capabilities to broaden the customer base and increase market revenue.
(II) Usage and manufacturing processes for the company's main products.
- Key usages of main products
| Main product | Main usage |
|---|---|
| Bumpers | For the overall appearance of a vehicle and maintaining driving safety. |
| Radiator grilles | Improving aesthetics and allowing air to flow into the engine compartment for cooling. |
(III) Supplies of major raw materials
| Main raw materials | Supplier | Supply situation |
|---|---|---|
| ABS pellets | TAITA CHEMICAL COMPANY, LIMITED | Stable source with good quality |
| PP pellets | Formosa Chemicals & Fibre Corporation. | Stable source with good quality |
| PP pellets | Formosa Plastics Mart | Stable source with good quality |
(IV) List of any suppliers and clients accounting for $10\%$ or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each, and an explanation of the reason for increases or decreases in the above figures
- List all suppliers accounting for $10\%$ or more of the Company's total procurement amount in the 2 most recent fiscal years and the amounts bought from each and the percentage, and the reason for increases or decreases Unit: NT$ thousand
| Item | 2024 | 2025 | Q1 2026 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Amount | Percentage of annual net purchases | Relationship with the issue r | Title (Note) | Amount | Percentage of annual net purchases | Relationship with the issue r | Name | Amount | Percentage of annual net purchases | Relationship with the issue r | |
| 1 | Others (percentage of annual net purchases lower than 10%) | 463,868 | 100% | None | Others (percentage of annual net purchases lower than 10%) | 478,184 | 100% | None | Others (percentage of annual net purchases lower than 10%) | 105,945 | 100% | None |
| Net purchase | 463,868 | 100% | Net purchase | 478,184 | 100% | Net purchase | 105,945 | 100% |
- List all customers accounting for $10\%$ or more of the Company's total sales amount in the 2 most recent fiscal years and the amounts sold to each and the percentage of total sales accounted for by each, and the reason for increases or decreases Unit: NT$ thousand
| Item | 2024 | 2024 | Q1 2026 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title (Note) | Amount | Percentage of annual net sales | Relationship with the issue r | Title (Note) | Amount | Percentage of annual net sales | Relationship with the issue r | Title (Note) | Amount | Percentage of annual net sales | Relationship with the issue r | |
| 1 | Group A | 567,766 | 29.39% | None | Group A | 383,239 | 23.07% | None | Group A | 64,398 | 16.32% | None |
| 2 | - | - | - | - | - | - | - | - | Group B | 56,245 | 14.25% | None |
| 2 | Others (percentage of annual net sales lower than 10%) | 1,364,325 | 70.61% | None | Others (percentage of annual net sales lower than 10%) | 1,277,939 | 68.40% | None | Others (percentage of annual net sales lower than 10%) | 274,033 | 69.43% | None |
| Net sales | 1,932,091 | 100% | Net sales | 1,661,178 | 100% | Net sales | 394,676 | 100% |
III. Information on the number of employees for the most recent two fiscal years and up to the date of publication of this annual report
| Year | 2024 | 2025 | As of May 6, 2026 | |
|---|---|---|---|---|
| Number of employees | Managerial Officers | 28 | 19 | 21 |
| Direct personnel | 186 | 164 | 165 | |
| Indirect personnel | 109 | 96 | 100 | |
| Total | 323 | 279 | 286 | |
| Average age | 39.26 | 37.92 | 34.45 | |
| Average years of service (Note 1) | 4.56 | 5.1 | 4.95 | |
| Ratio of education distribution (Note 2) | PhD | 0.4% | 0.78% | 0.74% |
| Master’s degree | 2.25% | 2.35% | 2.79% | |
| Bachelor’s degree | 51.02% | 30.86% | 34.92% | |
| Senior high school | 16.71% | 21.42% | 23.47% | |
| Below senior high school | 29.62% | 44.59% | 38.07% |
Note 1: International laborers are not included in the average years of service.
Note 2: International laborers are not included in education distribution.
IV. Contribution to environmental protection
(I) For the most recent fiscal year and up to the date of publication of this annual report, there have been no losses incurred due to environmental pollution (including compensation or penalties resulting from environmental protection inspections for violations of environmental regulations; details such as the date of disposition, reference number, violated provisions, description of the violation, and content of the penalty would otherwise be disclosed): None.
(II) Estimated amounts of potential losses that may occur in the future and the corresponding countermeasures: Not applicable.
V. Labor-management relations
(I) List any employee benefit plans, continuing education, training, retirement systems, the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests.
- Employee benefit plans
(1) Establish the Employee Welfare Committee pursuant to laws, to contribute the employee welfare funds on schedule, and be responsible for the planning and implementation of various welfare affairs, such as gift money for three major festivals, birthday gift money, wedding and funeral subsidies, injury and disaster allowances, discounts in contracted merchants, employee travel, and recreational activities.
(2) Free meals, free uniforms, annual regular health examinations, providing children's education subsidies and after-school care space, setting up breastfeeding rooms, organizing family days, and implementing health promotion programs.
(3) Performance bonuses depending on operating conditions, and the profit-sharing system.
(4) To seek employee benefits, assist employees with long-term savings, enjoy retirement with dignity, and enable employees to hold the Company's shares, for sharing the gains from earnings and rising share price, as well as for the solid development of the Company's equity on a firm foundation, the employees have voluntarily formed the "Employee Shareholding Association of Y. C. C. PARTS MFG. CO., LTD." It is agreed to deliver the reward allocated by the Company to the Wealth Management and Trust Department of
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President Securities Co, Ltd, to manage and utilize benefits for all employees, ensuring their stability and improving their quality of life in the event of employee retirement or loss of ability to work.
- Continuing education and training system
(1) Orientation: when new recruits report to work, they must receive an orientation to understand the Company's regulations and culture in advance.
(2) On-the-job training: before the end of a year, each department submits the education and training plan for the next year based on the department's personnel training needs. After being aggregated and submitted by the Management Department, these will serve as the basis of the Company's education and training programs.
(3) External training: the personnel of specific units may apply for external training and education if required by their jobs (such as professional certificate training, and dedicated training), and the certificates or reports are submitted after the training as the reference for education and training.
(4) Education and training: to establish a safe and healthy working environment, safety and health management is implemented, with regular employee firefighting education and training held, and regular inspections of related equipment.
The Company's education and promotions of safety in the most recent three years
- Retirement system and its implementation
(1) The Company established the Labor Retirement Reserve Fund Supervision Committee in July 1997, and formulated the committee's charter and labor retirement procedures. to contribute the retirement reserve fund to be deposited in the specific account for the labor retirement reserve fund with the Trust Department of the Bank of Taiwan.
(2) Since July 1, 2005, the Company has contributed 6% of the total salary to the employee's individual account with the Labor Insurance Bureau on a monthly basis, pursuant to the Labor Pension Act.
- The agreement between labor and management, and various measures adopted to protect various rights and interests of employees.
1) The Company's implementation complies with various labor-related laws and regulations, to handle labor and health insurance for workers, and contribute pensions, to protect employees' rights and interests.
(2) The Company values the safety and health of employees, and regularly invites doctors to the factory to provide medical and health-related consultations for employees. The health lectures are held from time to time, public accident liability insurance is purchased, and AED devices are installed in factory areas and the office building.
(3) All operations of the Company comply with the Labor Standards Act, so up to now, there have been no labor disputes. The employees may reflect on issues they encounter both in work and personal lives at any time through the Company's formal and informal communication channels, so that both parties better understand each other, build consensus, and create a win-win situation.
(II) List any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes and disclose an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.
During the two most recent fiscal years and up to the annual report publication date, there has been none of material labor dispute or labor negotiation.
VI. Cyber security management
(I) Information security risk management framework, information security policy, specific management measures, and resources invested in information security management
The Company has an information security management unit in place, evaluating and reviewing information security policies, approving various information security matters, promoting security policies, reviewing corrective and preventive measures, and responding to information security
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crisis incidents, to prevent incidents like damage, theft, leakage, tampering, misuse, and infringement.
-
The Company's cyber security policies and guidelines are as following:
(1) To effectively implement information security management, the Company's Audit Office executes a computer cycle for regular annual audits to implement corporate internal control security.
(2) PwC Taiwan conducts annual audits to ensure the security of corporate information operations.
(3) The information related to the Company's business activities must comply with the information security management regulations, to ensure the confidentiality of the information and protect the confidential information of the Company and individuals.
(4) 3. Outsourced manufacturers shall comply with the provisions of this policy and related procedures, and shall not use without authorization, or misuse the Company's various information assets.
(5) Improve information security protection capabilities to achieve the goal of sustainable business operations. -
Specific information security management measures:
(1) Technical Protection: The Company adopts application firewalls and antivirus software, and implements multiple data backup mechanisms, including off-site, heterogeneous, and offline backups, to prevent unauthorized access and mitigate risks of leakage of trade secrets and personal data.
(2) Awareness Enhancement: The IT department strengthens employees' information security awareness by regularly promoting the use of licensed software, identifying phishing emails, and strictly prohibiting the download of programs from unknown sources.
(3) Physical Security: Access to the server room is strictly controlled through identification and access control systems. External personnel are required to be accompanied by IT staff at all times, and records of entry are maintained.
(4) Environment Optimization: The Company continuously replaces outdated operating systems and servers with potential security vulnerabilities and strictly controls network access permissions. -
Resources invested in information security management (2025):
(1) Ongoing maintenance and upgrading of system versions.
(2) Appointment of one dedicated information security supervisor and one dedicated information security personnel.
(3) A total of three information security awareness and training sessions conducted for all employees in 2025.
(4) Three technical meetings held with professional information security consultants in 2025 to enhance defense capabilities.
(5) Completion of vulnerability scanning and penetration testing in 2025.
(II) List any losses suffered by the company in the most recent year and as of the printing date of the annual report due to significant cyber security incidents, possible impacts, and coping measures: The Company has established an information security management system. However, as of the date of publication of this annual report, the following significant information security incident has occurred:
-
Description of the Incident:
On January 18, 2026, the Company detected that certain servers had been affected by a ransomware attack. Immediate information security defense mechanisms and emergency response procedures were activated, and a material information announcement was made on the same day in accordance with applicable regulations. -
Losses, Potential Impacts, and Response Measures:
(1) Losses and Impacts:
Following the incident, the IT department promptly carried out isolation, remediation, and system recovery procedures. Certain files were successfully restored through the backup system. The
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Company has assessed that the incident had no material impact on its financial position or overall operations.
(2) Response Measures:
Immediate Actions: Completed inspection and restoration of affected servers to ensure data integrity.
Infrastructure Enhancement: Upgraded firewall protection levels and implemented an Endpoint Detection and Response (EDR) system to strengthen monitoring capabilities.
Backup Optimization: Enhanced offline backup mechanisms and system segregation to improve disaster recovery resilience.
Expert Review: Engaged third-party information security consultants to conduct a comprehensive security assessment and implemented recommended improvements to prevent recurrence of similar incidents.
VII. Major contracts
The supply and sales contracts, technical cooperation contracts, construction contracts, long-term borrowing contracts, and other important contracts that are effectively valid, but due within a year, and enough to affect the investors' rights and interests, are as follows:
| Nature of contract | Counterparty | Starting and end date of the contract | Key content | Restrictive clauses |
|---|---|---|---|---|
| Long-term secured borrowings | Bank of Taiwan | January 6, 2016~January 6, 2021 | Mortgage loan | None |
| Investments from returning Taiwanese companies | Bank of Taiwan | January 3, 2020~December 26, 2026 | Mortgage loan | None |
| Investments from returning Taiwanese companies | Bank of Taiwan | December 26, 2019~December 26, 2026 | Credit loans | None |
| Investments from returning Taiwanese companies | Bank of Taiwan | September 19, 2022~December 26, 2029 | Mortgage loan | None |
Five. Financial Status, Review, and Analysis of Operating Results, and Risks
I. Financial status:
(I) The main reasons and impacts of material changes in the company's assets, liabilities, or equity in the most recent two years:
Unit: NT$ thousand
| Year Item | 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 1,464,571 | 1,518,914 | -54,343 | -3.58 |
| Property, factory, and equipment | 2,957,340 | 2,916,174 | 41,166 | 1.41 |
| Intangible assets | 2,333 | 3,115 | -782 | -25.10 |
| Other assets | 580,300 | 674,687 | -94,387 | -13.99 |
| Total assets | 5,004,544 | 5,112,890 | -108,346 | -2.12 |
| Current liabilities | 683,649 | 590,038 | 93,611 | 15.87 |
| Non-current liabilities | 215,231 | 329,726 | -114,495 | -34.72 |
| Total liabilities | 898,880 | 919,764 | -20,884 | -2.27 |
| Equity attributable to owners of the parent | 4,032,364 | 4,109,854 | -77,490 | -1.89 |
| Share capital | 741,239 | 741,239 | 0 | 0.00 |
| Capital surplus | 1,193,369 | 1,193,369 | 0 | 0.00 |
| Retained earnings | 2,218,499 | 2,255,868 | -37,369 | -1.66 |
| Other equity interest | (120,743) | (80,622) | -40,121 | 49.76 |
| Non-controlling interests | 73,300 | 83,272 | -9,972 | -11.98 |
| Total equity | 4,105,664 | 4,193,126 | -87,462 | -2.09 |
| The reasons and impacts of significant changes (changes of 20% or more between two consecutive periods and changes in amounts greater than NTD10 million) are analyzed and described below. 1. Intangible assets decreased, primarily due to the amortization of computer software over time. 2. Non-current liabilities decreased compared to the same period last year, mainly due to the repayment of long-term borrowings in installments. 3. Other equity decreased, primarily due to the valuation of available-for-sale financial assets. |
(II) Future response plans for material impacts: None.
II. Financial performance: the main reasons for any material change in operating revenues, operating income, or income before tax during the past 2 fiscal years, provide a sales volume forecast and the basis therefore, and describe the effect upon the company's financial operations as well as measures to be taken in response
(I) Comparison and analysis of financial performance Unit: NT$ thousand
| Year
Item | 2025 | 2024 | Amount
increase
(decreased) | Change % |
| --- | --- | --- | --- | --- |
| Net operating revenues | 1,661,178 | 1,932,091 | -270,913 | -14.02 |
| Operating costs | 1,085,818 | 1,241,874 | -156,056 | -12.57 |
| Gross profit | 575,360 | 690,217 | -114,857 | -16.64 |
| Operating expenses | 303,560 | 327,592 | -24,032 | -7.34 |
| Net operating profit | 271,800 | 362,625 | -90,825 | -25.05 |
| Non-operating income and expenses | (30,833) | 113,596 | -144,429 | -127.14 |
| Profit before tax | 240,967 | 476,221 | -235,254 | -49.40 |
| Income tax expenses | 70,620 | 121,186 | -50,566 | -41.73 |
| Net profit of the year | 170,347 | 355,035 | -184,688 | -52.02 |
| Total comprehensive income in the current year | 134,910 | 373,517 | -238,607 | -63.88 |
| The main reasons for and impact of major changes in items (changes by 20% or more and the amount of change of more than NT$10 million in the previous period) are explained as follows:
-
Non-operating income and expenses decreased compared to the same period last year, primarily due to increased foreign exchange losses resulting from the appreciation of the New Taiwan dollar, impairment losses recognized due to the suspension of operations of subsidiary Fute, and increased losses from the valuation of equity investments.
-
Profit before tax, income tax expense, net profit for the year, and total comprehensive income for the year all decreased compared to the same period last year, mainly due to reduced revenue impacted by U.S. tariffs and a decline in non-operating income and expenses. | | | | |
(II) The sales volume forecast and the basis therefore, describe the effect upon the company's financial operations as well as measures to be taken in response: with the continuous growth of the demands in the aftermarket, the Company will continue to develop more
complete product items and actively expand new markets. The sales amount in the coming year shall be able to maintain the trend of continuous growth.
III.Cash flow: describe and analyze any cash flow changes during the most recent fiscal year, describe corrective measures to be taken in response to illiquidity, and provide a liquidity analysis for the coming year.
(I) Analysis of the change in cash flows in the most recent fiscal year
Unit: NT$ thousand
| Item\Year | 2025 | 2024 | Ratio of increase (decrease) (%) |
|---|---|---|---|
| Cash flow ratio (%) | 108.29 | 128.93 | -16.01 |
| Cash flow adequacy ratio(%) | 134.47 | 121.58 | 0.53 |
| Cash reinvestment ratio (%) | 6.87 | 6.66 | 3.15 |
(II) Remedial measures of insufficient cash: none
(III) Liquidity analysis for the coming year
Unit: NT$ thousand
| Beginning balance of cash① | Expected net cash flow from operating activities for the whole year② | Expected net cash flow from investing and financing activities③ | Expected cash surplus (deficit) amount① +② -③ | Financing of expected cash deficits | |
|---|---|---|---|---|---|
| for the next year | Financing plan | ||||
| 613,253 | 550,000 | (650,000) | 513,253 | — | — |
Analysis of changes in cash flows:
- Operating activities: It is expected that the net cash inflow from operating activities will be NT$550,000 thousand throughout the year.
- Investment and financing activities: The Company continued to purchase fixed assets such as mold, machinery and equipment, repaid bank loans and issued cash dividends. As a result, the net cash outflow from investment and financing activities was NT$650,000 thousand.
IV. Material capital expenditures in the last year and impacts on the financial position and business performance: None.
V. The reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year:
(I) The Company follows the "Guidelines for Governing the Acquisition and Disposal of Assets by Publicly Issued Companies" established by the competent authority, which sets out the "Regulations Governing the Acquisition and Disposal of Assets" as the basis for the Company to engage in investment or significant capital outlays, in order to grasp the relevant business and financial conditions.
(II) Main reasons for profit or loss in the latest year's investment and improvement plan: As shown below
(III)Investment plan for the next year: As shown below
| Investee Company | Investment Gain (Loss) Recognized in 2025 (in thousands of NTD) | Primary Reason for Gain or Loss | Improvement Plan | Investment Plan for the Coming Year |
|---|---|---|---|---|
| RISE BRIGHT HOLDINGS LTD. | (95,813) | Affected by losses from its investees. | None | None |
| CHINA FIRST HOLDINGS LTD. | (71,333) | Affected by losses from its investees. | None | None |
| UNITED SKILLS CO., LTD. | (14,625) | Stable operational status. | None | None |
| CHANG JIE TECHNOLOGY CO., LTD. | (3) | Early stage of operations | Strengthen the management of the investee company. | None |
| Chang Jie Technology Co., Ltd. | (24,908) | The Mainland China market has not effectively recovered following the pandemic, coupled with intensified industry competition | None | None |
| LIAONING HETAI AUTOMOTIVE PARTS CO.,LTD. | 897 | China's economy has not effectively recovered since the pandemic, compounded by competition from peers. | Strengthen the management of the investee company. | None |
| CHANGSHU FUTE AUTOMOTIVE TRIM CO., LTD. | (72,219) | Note 1 | Note 1 | Note 1 |
Note 1: The board of directors approved the suspension of operations at its subsidiary, CHANGSHU FUTE AUTOMOTIVE TRIM CO., LTD., on May 30, 2024
In the future, our company will continue to carefully evaluate investment plans to enhance our competitiveness and adapt to changes in the international market
VI. Analysis and assessment of risks
(I) The Impacts of Changes in Interest and Exchange Rates and Inflation on the Company's Profit and Loss and Future Coping Measures
- Interest rate fluctuations
The Company's interest expenditure in 2025 and 2024 were NT$8,011 thousand and NT$12,011 thousand, respectively, accounting for $0.48\%$ and $0.62\%$ of the operating revenue of each year, or accounting for $3.32\%$ and $2.52\%$ of the pre-tax net profit, respectively. Therefore,
changes in interest rates have no significant impacts on the Company. In the future, the Company will adjust the fund utilization in a timely manner depending on changes in financial interest rates, to reduce the impacts of changes in interest rates on the Company's profit and loss.
- Exchange rate fluctuation
The Company's foreign currency sales are mainly denominated in USD. The Company's exchange gains and losses from exchange rate changes in 2025 and 2024 were exchange losses of NT$18,179 thousand and exchange gains of NT$97,317 thousand, accounting for 6.69% and 26.84% of the annual operating profit, respectively. Therefore, changes in the exchange rate of TWD to USD have a certain degree of impact on the Company. To cope with the risks of exchange rate changes on the Company's profit and loss, the Company will closely monitor the information related to exchange rate fluctuations, grasp exchange rate movement in real time, and adjust foreign currency assets and liabilities in a timely manner based on the global macroeconomy, exchange rates, and future capital needs, to avoid the risk of exchange rate changes and reduce the impact of exchange rate changes on the Company's profit and loss.
- Inflation
According to the wholesale price index and the consumer price index for December 2025, announced by the Directorate General of Budget, Accounting and Statistics, Executive Yuan, the annual growth rates were 1.31%, respectively, and there has been no risk of significant inflation. The Company has not sustained any major impact due to inflation, and the Company's quotations to customers and suppliers are mostly adjusted with the market movements, hence no major impact is expected.
(II) The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions. The main reasons for the profits/losses generated thereby, and response measures to be taken in the future.
-
Based on prudent principles and pragmatic business philosophy, the Company does not engage in high-risk, high-leverage investments except for the development of its own business.
-
As of the most recent year and the printing date of the annual report, every endorsement/guarantee, and loaning of funds have been announced and reported pursuant to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies. In addition, the Company has the "Operational Procedures for Loaning Funds to Others, and Endorsements/Guarantees" as the basis of related operations.
-
The main purpose of the Company's derivative trading is to avoid the risk generated by exchange rate changes, to which the foreign currency deposits are exposed, and it is handled pursuant to the Company's "Operational Procedures for Acquisition or Disposal of Assets".
(III) Research and development work to be carried out in the future, and further expenditures expected for research and development work.
- Future R&D plans
(1) Mold development for main products.
(2) Design and development of various appearance parts and other products.
(3) Integrate all production processes of soft and hard capsule products.
(4) Establish a laboratory and obtain TAF certification.
- Estimated R&D Expenditures
(1) Automotive Components Manufacturing: The amount of the Company's estimated investment in research and development expenses is budgeted gradually based on the development progress of new products and technologies. In the future, as turnover grows, annual research and development expenses will be gradually increased to support future research and development plans and enhance the Company's market competitiveness.
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(2) Health Supplement Contract Manufacturing:
The Company continues to invest in R&D resources to strengthen product technology and market competitiveness. Future R&D expenditures will be planned based on operational scale, technological development needs, and market trends, with an estimated investment of NT$130 million.
(IV) Impacts of Important Domestic and International Policies and Legal Changes on the Company's Finance Businesses and Coping Measures
Apart from adhering to pertinent domestic and international laws and regulations, the company also keeps an eye on how these policies are developing both domestically and internationally, as well as any changes to them. By consulting with relevant experts, the company can quickly take appropriate action to mitigate the effects of policy changes on its operations.
(V) Impacts of Technological (including the risks of cyber security) and Industrial Changes on the Company's Finance Businesses and Coping Measures
- Impact of Technological Changes and Information Security Risks and Corresponding Measures
Impact: With the acceleration of digital transformation, the Company has introduced information systems to enhance operational efficiency. However, cybersecurity threats—such as hacking, ransomware, and data breaches—have become increasingly severe. Any information security incident may result in operational disruptions or damage to the Company's reputation.
Countermeasures: The Company has established an information security management framework, conducts regular vulnerability scanning, penetration testing, and security drills, and continuously strengthens firewall and endpoint protection systems. In addition, the Company promotes information security education and training to enhance employees' risk awareness and ensure the stability of core business systems. In 2025, there were no information security incidents that had a material impact on the Company's financial or business operations.
- Impact of Industry Changes and Corresponding Measures
Impact: The Company is a professional manufacturer of automotive components. Technological changes have not had a significant impact on production materials or processes. Therefore, technological advancements and industry changes have not had a material effect on the Company's financial or business operations.
Countermeasures: The Company continues to develop various molds to meet market demand and maintains prudent and flexible financial management to respond to technological and industry changes, while preserving its competitive advantage.
(VI) Impacts of Changes in Corporate Image on Corporate Crisis Management and Coping Measures
The Company has adhered by the principle of ethical and professional operations, valuing market and product development, strengthening internal management, and prioritizing product quality and customer satisfaction. So far, no incidents that could jeopardize the corporate image have occurred.
(VII) Expected Benefits of Mergers and Acquisitions, Possible Risks, and Coping Measures: None.
(VIII) Expected Benefits of Factory Expansion, Possible Risks, and Coping Measures
Enhance production capacity and supply stability by resolving production line saturation, shortening lead times, and avoiding customer loss due to stock shortages. Upgrade technologies and optimize processes to improve yield rates and reduce reliance on labor.
Potential Risk: A reversal in market demand may result in lower-than-expected demand and reduced capacity utilization.
Countermeasures: To address demand uncertainty, factory planning will emphasize the development of new raw material formulations. Flexible equipment configurations will be adopted to enable production lines to quickly adjust and support the manufacture of diversified
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products.
(IX) Risks Associated with Purchases or Concentration of Sales and Coping Measures
- Purchases
Formosa Chemicals & Fibre Corporation is currently the company's largest raw material supplier. It is a long-term partner with strong ties to the Company who supplies products of consistent quality. Taiwan currently has a large number of plastic pellet suppliers, including Formosa Plastics Corporation, YMC and Hongplas International Corp., Ltd. The company reserves the right to change suppliers at any time, so the risk of an excessive concentration of goods causing supply issues is not a concern.
- Sales
The Company's product sales are mainly in the after market (referred to as the AM market). The sales ratio of one customer, A Group, in the last two years was higher than 10%. The Company has worked with A Group for a long time with good relationships and solidified an existing customer base; the sales amounts from remaining customers are relatively scattered, and there is no major risk.
(X) Effects upon and risks to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10% stake in the company has been transferred or has otherwise changed hands, and mitigation measures being taken or to be taken: None.
(XI) Impacts of Changes in Governance on the Company, Risks, and Coping Measures: As of the most recent year and the printing date of the annual report: N/A (no changes in governance).
(XII) For litigation or non-litigation incidents, specify major litigation, non-litigation, or administrative disruption incidents involving the Company, its directors, supervisors, general managers, in-charges, and top ten shareholders with holding ratios greater than 10% or their companies, whose outcomes may have material impacts on shareholders' equity or security prices. The disputed facts, target amounts, litigation start dates, main parties involved in the litigation, and handling situation as of the printing date of the annual report should be disclosed. None.
(XIII) Other material risks and countermeasures: None.
VII. Other important matters: None.
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Six. Special Disclosures
I. Information on Affiliates
(I) Consolidated business report of affiliates
- Organization chart of affiliates

December 31, 2025;unit:thousand
- Basic information of affiliates
| Company name | Date of incorporation | Address | Paid-in capital | Main business activities or products |
|---|---|---|---|---|
| RISE BRIGHT HOLDINGS LTD. (SAMOA) | April 28, 2015 | Offshore office, PO Box 1225, Apia, Samoa | USD40,423 | Holding company |
| UNITED SKILLS CO., LTD. | August 17, 2015 | No.8, Xingye Rd, Neighborhood 25, Lukang Township, ChangHua County | NTD98,000 | Wholesale and retail of health supplements, online shopping and mail order |
| HEDEJIA BIOMEDICAL CO., LTD. | November 21, 2024 | No. 88-12, Luxing Rd., Ludong Village, Lukang Township, Changhua County | NTD1,000 | Wholesale and retail of health supplements; e-commerce and mail-order sales |
| CHINA FIRST HOLDINGS LTD. (SAMOA) | October 16, 2003 | Offshore office, PO Box 217, Apia, Samoa | USD22,667 | Holding company |
| CHANGSHU FUTE AUTOMOTIVE TRIM CO., LTD. | November 15, 2004 | No. 8, Nanxin Road, Changkun Industrial Park, Southeast Development Zone, Changshu City, Jiangsu Province | USD16,000 | Injection molding and surface spraying of automotive airbag caps, production and sales of various automotive decorative parts, electronic and plastic components, among other business items. |
| LIAONING HETAI AUTOMOTIVE PARTS CO.,LTD. | July 29, 2015 | No. 1289, Yuanyi Road, Taiwan Industrial Parking, Tieling City Liaoning Province | USD11,500 | Airbag parts (including the air-filling system), injection molding and surface coating of airbag caps, interior and exterior decorative parts, and electronic equipment systems. |
| CHANG JIE TECHNOLOGY CO., LTD. | November 19, 2019 | No. 19, Shipai Avenue, Huaining County, Anqing City, Anhui Province | RMB41,047 | Injection molding and surface spraying of automotive airbag caps, production and sales of various automotive decorative parts, and automated production equipment for spraying. |
- Information on common shareholders presumed to have a controlling or subordinate relationship: None.
- Transactions and processing arrangements among affiliated enterprises: None.
- Information of the directors, supervisors and general managers of the affiliates December 31, 2025
| Company name | Title | Name or name of a legal Representative | Shareholding | |
|---|---|---|---|---|
| Shares (thousand shares) | Shareholding ratio (%) | |||
| RISE BRIGHT HOLDINGS LTD. (SAMOA) | Director | LIN SHI HYUNG | - | 100% |
| UNITED SKILLS CO., LTD. | Chairman Director Director Director Supervisor | HUANG JO NING LIN YI HUNG LIN SHI HYUNG LIN HAO CHEN LIN RUEI-ZE LIU SHU MEI | 9,800 | 100% |
| CHINA FIRST HOLDINGS LTD. (SAMOA) | Director Director | LIN SHIH YUNG LIN YI HUNG LIN RUEI-ZE | - | 89.44% |
| Hedejia Biomedical Co., Ltd. | Chairman Director | LIN YI HUNG HUANG JO NING | 100 | 100% |
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| Company name | Title | Name or name of a legal Representative | Shareholding | |
|---|---|---|---|---|
| Shares (thousand shares) | Shareholding ratio (%) | |||
| CHANGSHU FUTE AUTOMOTIVE TRIM CO., LTD. | Chairman Director Director Director Director Supervisor | LIU SHU MEI LIN YI HUNG LIN SHI HYUNG LIN HAO CHEN LIN RUEI-ZE HUANG JO NING | — | 89.44% |
| LIAONING HETAI AUTOMOTIVE PARTS CO.,LTD. | Chairman Director Director Director Supervisor | LIU SHU MEI LIN YI HUNG LIN SHI HYUNG LIN RUEI-ZE LIN WEI GONG LIN HAO CHEN | — | 73.89% |
| CHANG JIE TECHNOLOGY CO., LTD. | Chairman Director Director Director Supervisor Supervisor Supervisor | LIN SHI HYUNG LIN YI HUNG LIN RUEI-ZE LIN HAO CHEN LIU SHU MEI HUANG JO NING TIAN CHIEH CHANG JHONG YUN LONG | — | 99.83% |
5. Operation overview of affiliates
Financial position and operating results of each affiliated enterprise:
December 31, 2025; Unit NT$ thousand
| Company name | Paid-up capital | Total assets | Total liabilities | Net worth | Operating revenue | Net operating profit | Current profit and loss (after tax) |
|---|---|---|---|---|---|---|---|
| RISE BRIGHT HOLDINGS LTD. (SAMOA) | 1,270,486 (US40,423) | 320,662 (US10,202) | 118,185 (US3,760) | 202,478 (US6,442) | 19,954 (US640) | 1,468 (US47) | -95,813 (-US3,073) |
| UNITED SKILLS CO., LTD. | 98,000 | 123,307 | 38,474 | 84,833 | 8,714 | -10,020 | -14,625 |
| Hedejia Biomedical Co., Ltd. | 1,000 | 1,001 | 4 | 997 | 0 | -4 | -3 |
| CHINA FIRST HOLDINGS LTD. (SAMOA) | 712,414 (US22,667) | 234,355 (US7,456) | 424 (US14) | 233,930 (US7,443) | 0 | -593 (-US19) | -79,755 (-US2,558) |
| CHANGSHU FUTE AUTOMOTIVE TRIM CO., LTD. | 502,880 (US16,000) | 287,769 (RMB64,072) | 306,039 (RMB68,140) | -18,271 (-RMB4,068) | 0 | -30,396 (-RMB7,140) | -80,745 (-RMB18,617) |
| LIAONING HETAI AUTOMOTIVE PARTS CO.,LTD. | 361,445 (US11,500) | 416,663 (RMB92,770) | 138,137 (RMB30,756) | 278,526 (RMB62,014) | 307,011 (RMB70,787) | 4,664 (RMB1,075) | 1,215 (RMB280) |
| CHANG JIE TECHNOLOGY CO., LTD. | 184,358 (RMB41,047) | 175,523 (RMB39,080) | 82,190 (RMB18,300) | 93,333 (RMB20,781) | 17,591 (RMB4,056) | -26,139 (-RMB6,027) | -24,950 (-RMB5,753) |
(II) Consolidated Financial Statements of Affiliates: Description: The companies that should be incorporated in the consolidated financial statements of affiliated companies are the same as those that should be incorporated in the consolidated financial statements of parent and subsidiary companies in accordance with IFRS 10 recognized by the Financial Supervisory Commission. In addition, the related information that must be disclosed in the consolidated financial report of affiliated companies has been fully disclosed in the consolidated financial statements of parent and subsidiary companies. Therefore, the Company only issued a statement on the first page of the consolidated financial statements of parent and subsidiary companies and shall not prepare separate consolidated financial statements of affiliated companies or issue a statement for the consolidated financial statements of affiliated companies.
(III) Affiliation Reports: Not Applicable.
II. Private placements of securities in the most recent year and as of the printing date of the annual report: None.
III. Other supplementary information: None.
Seven: Any event which has a material impact on shareholders' equity or securities prices, as specified in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, in the most recent year and as of the printing date of the Annual Report: None.
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