| Ⅰ.Does the Company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”？ | V | | The Company, in accordance with the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies," established the Corporate Governance Best-Practice Principles by resolution of the Board of Directors on March 20, 2020, and disclosed the latest version of the principles on the Company's website. | None. |
Ⅱ.Shareholding structure & shareholders’ rights
(Ⅰ)Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure？
(Ⅱ)Does the company possess the list of its major shareholders as well as the ultimate owners of those shares？
(Ⅲ)Does the company establish and execute the risk management and firewall system within its affiliated？
(Ⅳ)Does the company establish internal rules against insiders trading with undisclosed information？ |
V
V
V
V
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(Ⅰ)In addition to appointing a spokesperson and deputy spokesperson, The Company also engages the professional Stock Affairs agency "Grand Fortune Securities Co., Ltd." to address shareholders' concerns and suggestions. In the event of legal matters, The Company's legal advisors will be enlisted for assistance; furthermore, The Company's website also features an Investor Relations section and an investor contact window for shareholders/investors to provide feedback or inquiries
(Ⅱ)The Company adheres to regulations by monthly reporting changes in share ownership among insiders, ensuring a comprehensive understanding of the shareholding status of major shareholders。
(Ⅲ)The Company clearly delineates the responsibilities for asset and financial management between the Company and its affiliates. In cases where there are business transactions between the Company and affiliated enterprise, they are treated as independent third parties. The Company has established relevant protocols such as "Management Measures for Transactions with Related Parties, Specific Companies, and Group Enterprises" and "Supervision and Governance of Subsidiaries" to ensure compliance and implement risk control and firewall mechanisms for affiliated enterprises.
(Ⅳ)The Company has established “Operating Procedures for Internal Major Information Processing and Prevention of Insider Trading” and periodically advises insiders against trading securities based on undisclosed information. In addition, the Company values shareholders' right to information and prevents insider trading by amending Article 9 of the "Procedures for Handling Material Inside Information and Prevention of Insider Trading Management Operating Procedure." It stipulates that Directors and Managers are prohibited from trading their stocks during the blackout period of thirty days before the annual financial report announcement and fifteen days before the quarterly financial report announcement. The Company adopts amendments to internal control regulations to enhance corporate governance and prevent insider trading in advance. The Company's stock affairs department also reminds Directors and Managers to adhere to this regulation before the aforementioned blackout periods. |
None.
None.
None.
None. |
Ⅲ.Composition and Responsibilities of the Board of Directors
(Ⅰ)Does the Board of Directors develop a diversified policy, concrete management objectives, and implement them effectively？
(Ⅱ)Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee？
(Ⅲ)Does the company establish a standard to measure the performance of the Board of Directors, implement regular annual performance evaluations, submit the evaluation results to the Board of Directors, and used them as references for individual directors’ remuneration and re-nomination？
(Ⅳ)Does the company regularly evaluate the independence of CPAs？ |
V
V
V
V
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(Ⅰ)The "Corporate Governance Best Practice Principles" established by the Company in Article 20 clearly outlines the diversity policy for directors and implements a candidate nomination system for the Company's directors (including Independent Directors). The Board of Directors comprises industry elites and financial experts, in addition to shareholders. Among the seven directors, one is female. Diversity of the Board of Directors, please refer to the professional qualifications, experience, and independence of Independent Directors. For details, please refer to Chapter II. Corporate Governance Report I. Information of Directors, Supervisors, President, Vice President, Assistant Vice President, and Management Team from each department and branches (I) Directors-related content.
(Ⅱ)In addition to legally establishing a Remuneration Committee and an Audit Committee, the Company has also established the following functional committees as approved by the Board of Directors:
1.To achieve the Company’s sustainability development goals and enhance sustainable governance, the establishment of the "Sustainability Development Committee" was approved by the Board of Directors on December 24, 2024.
2.To enhance the functionality of the Board of Directors and strengthen the management mechanism, the establishment of the "Nomination Committee" was approved by the Board of Directors on December 23, 2025.
(Ⅲ)The Company established the "Board of Directors Performance Evaluation Method" as approved by the Board of Directors on December 12, 2019, and amended it on August 7, 2020. Based on this method, an internal performance evaluation of the Board of Directors is executed once a year, covering the performance evaluation of the overall Board of Directors, individual directors, and functional committees. The internal performance evaluation method of the Company is implemented through internal assessment, overseen by the corporate governance officer and the management department, using internal questionnaires. The evaluation results for the Board of Directors for 2025 were reported at the Board of Directors meeting on March 6, 2026.
The evaluation results of the Board of Directors, self-evaluation of the Board of Directors Members, and internal self-evaluation of functional committees are as follows:
1.The evaluation items for the performance of the Board of Directors include the following five major aspects:
(1)Level of participation in company operations.
(2)Enhancing the quality of Board of Directors’ decisions.
(3)Composition and Structure of the Board of Directors.
(4)Appointment of Directors and their continued development.
(5)Internal control.
Evaluation results: The self-evaluation score of the Board of Directors' performance is 91 out of 100.
2.The evaluation items for the performance of Individual Directors Members include the following six major aspects:
(1)Grasp of company goals and missions.
(2)Understanding of Directors' Responsibilities.
(3)Level of participation in company operations.
(4)Internal relationship management and communication.
(5)Director's specialty and continued development.
(6)Internal control.
Evaluation results: The overall average self-evaluation score for Individual Directors Members' performance is 90 out of 100.
3.The evaluation items for the performance of the Audit Committee include the following five major aspects:
(1)Level of participation in company operations.
(2)Understanding of Directors' Responsibilities.
(3)Enhancing the quality of Audit Committee decisions.
(4)Composition and selection of Audit Committee members.
(5)Internal control.
Audit Committee Resolution: The overall average self-evaluation score for the Audit Committee's performance is 91 out of 100.
4.The evaluation items for the performance of the Remuneration Committee include the following four major aspects:
(1)Level of participation in company operations.
(2)Understanding of Directors' Responsibilities.
(3)Enhancing the quality of Remuneration Committee decisions.
(4)Composition and selection of Remuneration Committee members.
Evaluation results: The overall average self-evaluation score for the Remuneration Committee's performance is 90 out of 100.
5.The evaluation items for the performance of the Sustainability Development Committee include the following four major aspects:
(1)Level of participation in company operations.
(2)Understanding of Directors' Responsibilities.
(3)Increasing the decision-making quality of the Sustainability Development Committee.
(4)Composition and selection of Audit Committee members.
Evaluation results: The overall average self-evaluation score for the Sustainability Development Committee's performance is 91 out of 100.
6.The evaluation items for the performance of the Nomination Committee include the following four major aspects:
(1)Level of participation in company operations.
(2)Understanding of Directors' Responsibilities.
(3)Improving the decision-making quality of the Nomination Committee.
(4)Composition and selection of Audit Committee members.
Evaluation results: The Company’s Nomination Committee was established on December 23, 2025, so there is no performance evaluation for 2025. The performance evaluation will be conducted in 2026.
Additionally, the Company has established a "Director, Functional Committee, and Manager Performance Evaluation and Remuneration Method." Relevant procedures are conducted according to the performance evaluation standards outlined in the method. The performance and remuneration of directors and managers will be submitted to the Remuneration Committee for deliberation.
(Ⅳ)In accordance with the "Corporate Governance Best Practice Principles," the Company annually evaluates the independence of the Certified Public Accountant by the Audit Committee and then reports the evaluation results to the Board of Directors. The Company establishes the independence evaluation items by referring to Article 47 of the CPA Act and Bulletin No. 10 of the Code of Professional Ethics, "Integrity, Objectivity, and Independence." Important items for evaluating the auditor's independence and suitability are as follows:
1.The accountant themselves or their spouse and minor children have no investment or shared financial interest relationships with the Company.
2.Neither the accountant nor the audit team members have any relationship of spouse, direct relatives by blood or marriage, or collateral relatives within the second degree of kinship with the Company's Directors, Managers, or personnel holding positions that have a significant influence on the audit cases.
3.The accountant does not lack or lose independence, which affects their honest and impartial stance.
4.In the past two years, the accountant has had no disciplinary records from the Accountants Disciplinary Committee.
In addition to requiring the Certified Public Accountant to provide the "independence declaration" and "Audit Quality Indicators (AQIs)," the disclosure framework and template for AQI issued by the Financial Supervisory Commission of the Executive Yuan on August 19, 2021, serves as an objective reference indicator for enterprises and the Audit Committee when selecting Certified Public Accountants. It has been confirmed that, except for expenses related to certification and tax cases, the accountant has no other financial interests or business relationships with the Company, and the accountant's family members also do not violate independence requirements. The annual evaluation of independence and suitability, with the most recent year's evaluation results, was discussed and approved by the Audit Committee on March 6, 2026, and submitted to the Board of Directors for resolution. The certified public accountants meet the Company's standards for independence and suitability and are qualified to serve as the Company's CPAs. |
None.
None.
None.
None.
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| Ⅳ.Does the Company appoint a suitable number of competent personnel and a supervisor responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their functions, assisting directors and supervisors with compliance, handling work related to meetings of the board of directors and the shareholders' meetings, and producing minutes of board meetings and shareholders' meetings)？ | V | | The Company, by resolution of the Board of Directors on September 12, 2023, appointed Assistant Vice President Yi-Sheng Chen as the Corporate Governance Officer. He has held a supervisory position in legal affairs, finance, stock affairs, or corporate governance-related departments of a public company for more than three years, and is responsible for overseeing and executing corporate governance-related matters.
The scope of responsibilities for the Corporate Governance Officer is as follows:
1.Handle all meeting-related matters for the Board of Directors and Shareholders’ Meetings in accordance with laws and regulations.
2.Prepare minutes for both Board of Directors and Shareholders’ Meetings.
3.Assist directors with onboarding and continuous education.
4.Provide directors with necessary information to perform their duties.
5.Assist directors in complying with relevant laws and regulations.
6.Report to the Board of Directors on the review results regarding whether independent directors meet qualifications under applicable laws and regulations at nomination, appointment, and during their term.
7.Handle matters related to changes in directors.
8.Perform other duties as stipulated in the Company’s Articles of Incorporation or contracts.
The continuing education status of the Corporate Governance Officer in the fiscal year 2025 is as follows, totaling 18 hours:
1.May 23, 2025 - 2025 Insider Trading Prevention Seminar (3 hours)
2.June 23, 2025 - Sustainability Development Committee (Chief Sustainability Officer, Working Group) Practical Operations (3 hours)
3.August 8, 2025 - Case Studies and Legal Liability Analysis of Greenwashing and False Sustainability Reports (3 hours)
4.August 21, 2025 - Enhance Climate Information Disclosure to Improve Corporate Climate Resilience (6 hours)
5.November 5, 2025 - Corporate Control Battle and Case Analysis (3 hours) | None. |
| Ⅴ.Does the company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities？ | V | | 1.The Company prioritizes communication with stakeholders and has established various communication channels. There has a "Stakeholder Area" on the Company website and assigned relevant personnel to address important corporate social responsibility issues raised by stakeholders adequately.
2.The Company considers the industry attributes and operational model, utilizing the sustainable development promotion team to reference the five principles of the AA1000 Stakeholder Engagement Standard (2015) (AA1000 SES 2015): Dependency, Responsibility, Tension, Influence, and Diverse Perspectives. These principles are used to assess groups or organizations that have an impact on or are affected by Peace and Environmental Protection. Six types of stakeholders directly related to The Company have been identified, including investors, suppliers, community residents, customers, government agencies, and employees.
3.In addition to maintaining good communication with various stakeholders, the Company has set up a "Stakeholder Area" on its website and established an email address for stakeholders to contact.
4.For the six types of stakeholder consultation methods and results, please refer to pages 5 to 9 of the Company's 2024 Sustainability Report.
5.The Company reported to the Board of Directors on December 23, 2025, regarding the communication with various stakeholders in 2025. | None.
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| Ⅵ.Does the company appoint a professional shareholder service agency to deal with shareholder affairs？ | V | | The Company designates the professional Stock Affairs agency "Stock affairs agent department of Grand Fortune Securities Co., Ltd." to handle shareholder affairs。 | None.
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Ⅶ.Information Disclosure
(Ⅰ) Does the company have a corporate website to disclose both financial standings and the status of corporate governance？
(Ⅱ)Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)？
(Ⅲ)Does the company announce and report annual financial statements within two months after the end of each fiscal year, and announce and report Q1, Q2, and Q3 financial statements, as well as monthly operation results, before the prescribed time limit？ | V
V
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V |
(Ⅰ) The Company has set up a website and regularly discloses the latest updates, financial information, and shareholders' meeting data in the "Investor Relations" section of the website, providing shareholders and stakeholders with relevant information for reference.
(Ⅱ)The Company has established both Chinese and English websites and has appointed spokespersons and deputy spokespersons. It has designated personnel responsible for information collection and discloses various financial and business information on the Market Observation Post System, as well as on the company's website. Additionally, information related to investor conferences is published on the company website
(Ⅲ)The Company, in accordance with legal regulations, announces and reports its annual financial statements within three months after the end of the fiscal year (the Company's 2024 financial statements were approved by the Board of Directors on March 11, 2025), and completes the announcement and reporting of the Q1, Q2, and Q3 financial statements, as well as monthly operational results, before the prescribed deadlines.On March 6, 2026, the Board of Directors of the Company approved the financial statements for the fiscal year 2025, and the annual financial report was duly announced and filed within the prescribed deadline |
None.
None.
Publicly announced and filed within the regulatory deadlines. |
| Ⅷ.Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)？ | V | | (Ⅰ) Status of employee rights and employee wellness:
The Company has legally established a Employee Welfare Committee and implemented a pension system. The Company has always treated employees with integrity, protecting their legal rights and interests in accordance with the Labor Standards Act, and views employees as the most important assets of the Company. The Company has established channels for employee communication and encourages direct communication between employees and management.
(Ⅱ)Investor Relations, Supplier Relationship, Rights of Stakeholders: The Company has established related corporate social responsibility policies and principles, such as the "Corporate Governance Best Practice Principles," "Supplier Corporate Social Responsibility Measures," "Sustainable Development Best Practice Principles," "Ethical Corporate Management Best Practice Principles," and "Procedures for Ethical Management and Guidelines for Conduct" to effectively promote corporate governance. For further information, please refer to the "Corporate Governance Report" section of this Annual Report under "II. Corporate Governance Report, Part Three, Implementation of Corporate Governance, (V) Implementation Status of Promoting Sustainable Development and Differences and Reasons for Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies." To further enhance communication channels with the aforementioned stakeholders, the Company has set up a "Stakeholders Area" on its website, providing stakeholders with a transparent and effective communication channel for pursuing sustainable business operations.
(Ⅲ)Directors’ and Supervisors’ training records:
The Company schedules annual regular refresher courses for the Directors and periodically shares information about professional refresher courses organized by external entities with them. The attendance status of each Director in these courses is then announced on the Market Observation Post System. The Directors’ recent training records for the most recent year, in accordance with the "Guidelines for the Implementation of Training for Directors and Supervisors of TWSE/TPEx Listed Companies," are detailed in Note 1.
(Ⅳ)Implementation of Risk Management Policies and Risk Evaluation Measures:
The Company has established management protocols for important management indicators and implements to them accordingly.
(Ⅴ)Implementation of Customer Relations Policies:
The Company strictly adheres to the contracts and related regulations signed with customers, ensuring their respective rights.
The Company has established the "Ethical Corporate Management Best Practice Principles" and the "Procedures for Ethical Management and Guidelines for Conduct" to comply with ethical business practices. Please refer to the "IV. Operational Highlights, Section 1, Business Activities" of this Annual Report.
(Ⅵ)Purchasing Insurance for Directors and Supervisors:
The Company has obtained insurance coverage of USD 1 million from a property insurance company. The amount of insurance, premiums, and other policy details were reported to the Board of Directors on March 6, 2026. | None. |
| Ⅸ.Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures: Not applicable. |