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Mayer Steel Pipe Corp. — Annual Report 2025
Jul 8, 2026
51948_rns_2026-07-08_718f3982-f4f9-4388-a746-d6fd8efcba3d.pdf
Annual Report
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Stock Code:2020
Mayer Steel Pipe Corporation
2025 Annual Report
This annual report is available at: http://mops.twse.com.tw/
Company website: http://www.mayer.com.tw/
Date of publication: May 6, 2026
I. Names, titles, contact numbers and emails of the Company's spokesperson and acting spokesperson:
Name of spokesperson: Jeffrey Chen
Title: Assistant VP
Telephone: (02)2509-1199
E-mail: [email protected]
Name of Deputy Spokesperson: Hui-Wen Li
Title: Manager
Telephone: (02)2509-1199
E-mail: [email protected]
II. Address and telephone of the head office, branch office and factory:
Headquarters address: 12F., No. 2-1, Sec. 3, Mincyuan E. Rd., Taipei City
Telephone: (02)2509-1199
Address of PU-HSIN Plant: No.6, YougPing Road., Yangmei Dist, Taoyuan City
Telephone: (03)482-2821
Address of Youth-Shih Factory: No.6, Shih 1 Road, Yang-Mei Dist, Taoyuan City
Telephone: (03)464-2511
III. Name, address, website, and telephone number of stock transfer agency:
Name: IBF Securities Co., Ltd.
Address: 15F, No. 188, Section 5, Nanjing East Road, Songshan District, Taipei City
Website: http://www.ibfs.com.tw
Telephone: (02)2528-8988
IV. Name, name, address, website, and telephone number of the CPA in the financial statements of the most recent year:
Name of CPAs: Chun-Chih Lin, Meng-Ta Wu
CPA firm: Crowe (TW) CPAs
Address: 7F., No. 122, Dunhua North Road, Songshan District, Taipei City
Website: http://www.crowe.tw
Telephone: (02)8770-5181
V. Names of overseas exchanges where the Company's securities are traded, and methods for inquiring information on the overseas securities: None.
VI. Company website: http://www.mayer.com.tw
[Table of Contents]
Page
One. Message to Shareholders
Foreword ... 1
I. Operating results for 2025 ... 2
II. Summary of the 2026 business plan ... 5
III. Future development strategy of the Company ... 9
IV. Impacts from the external competitive environment, regulatory environment and overall business environment ... 9
Two. Corporate Governance Report
I. Information on Directors, President, Vice Presidents, Assistant Managers, and Heads of Departments and Branches ... 11
II. Remuneration to Directors, President and Vice Presidents ... 22
III. Operations of corporate governance ... 36
IV. Information on CPA fees ... 107
V. Replacement of CPAs ... 107
VI. Chairman, President, financial or accounting managers of the Company who have worked in the accounting firm or any of its affiliated company in the most recent year ... 107
VII. Transfer of Equity Interests and Changes in Pledge of Equity Interests by Directors, Managers, and Shareholders Holding More Than 10% of Shares in the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report ... 107
VIII. Related Party, Spouse, or Relative within the Second Degree of Kinship Among the Top Ten Shareholders ... 110
IX. Number of Shares and Total Shareholding in a Single Company Invested by the Company, its Directors, Managers, and Companies Controlled Either Directly or Indirectly by the Company ... 111
Three. Capital Overview
I. Capital and shares ... 112
II. Issuance of corporate bonds ... 117
III. Preferred shares ... 117
IV. Overseas depository receipts ... 117
V. Employee stock options and employee restricted shares ... 117
VI. Issuance of New Shares for Mergers and Acquisitions or Acceptance of Shares of Other Companies ... 118
VII. Execution of the Plan for Utilization of Funds ... 118
Four. Operational Overview
I. Business contents...119
II. Overview of the market, production and sales...122
III. Employees...129
IV. Information on environmental protection expenditure...129
V. Labor-Management Relations...130
VI. Information communication security management...134
VII. Important contracts...138
Five. Review and Analysis of Financial Position and Business Performance, and Risk Management Issues
I. Financial status...139
II. Financial performance...140
III. Cash flow...141
IV. The impact of material capital expenditures in the most recent year on financial operations...142
V. The policy on investments in the most recent year, the main reason for profit or loss, improvement plans, and investment plans for the year ahead...142
VI. Analysis and assessment of risk matters...142
VII. Other important matters...146
Six. Special Disclosure
I. Information on affiliated companies...147
II. Private placement of securities in the last year up till the publication date of this annual report...147
III. Other matters for supplementary information...147
IV. Matters with material influence on shareholders' equity or securities prices as defined in Subparagraph 2, Paragraph 3, Article 36 of the Most Recent Fiscal Year up to the Date of Publication of the Annual Report...147
[Foreword]
Dear Shareholders,
Welcome to the 2026 Annual General Meeting of Mayer Steel.
The International Monetary Fund (IMF) released its World Economic Outlook report in January 2026, forecasting global economic growth of 3.3% in 2026 and 3.2% in 2027. This represents a slight upward revision from the October 2025 World Economic Outlook. Technological investments, fiscal and monetary support, an easy financing environment, and the adaptability of the private sector have offset the effects of changes in trade policies. Worldwide inflation is expected to fall, but U.S. inflation returning to its target level is likely to be a slower process. The main downside risks include a reassessment of expectations for new technologies and an escalation of geopolitical tensions.
Based on the economic forecast for Taiwan released by the Directorate-General of Budget, Accounting and Statistics (DGBAS) on February 13, 2026: DGBAS indicated that Taiwan and the U.S. reached a favorable trade agreement in January of this year. This agreement provides Taiwan with investment tax exemptions and quotas for semiconductor and derivative exports to the U.S., along with the most favorable tax rates. The removal of tariff uncertainties for AI-related products exported to the U.S., coupled with a significant increase in capital expenditure by major cloud service providers, boosted exports throughout the year and drove overall economic performance. DGBAS forecasts economic growth of 7.71% for 2026, with Taiwan's gross domestic product (GDP) exceeding US$1 trillion. Per capita GDP is projected to reach US$44,181, and the consumer price index (CPI) is expected to rise by 1.68%.
Mayer Steel Pipe's 2025 revenue decreased by approximately 10% compared to the previous year, or NT$498 million (of which steel sales revenue decreased by approximately NT$906 million and real estate revenue increased by approximately NT$433 million). The net profit before tax in 2025 decreased by approximately NT$340 million compared to the previous year.
We will approach the coming year with cautious optimism. In view of the successful signing of the Taiwan-US reciprocal trade agreement, expectations of a ceasefire between Russia and Ukraine and the resulting reconstruction opportunities, production cuts by Chinese steel mills, and the announcement by China's Ministry of Commerce and the General Administration of Customs—effective January 1, 2026—to implement an export licensing system for approximately 300 steel products, the global steel market is expected to see a recovery in demand. However, geopolitical instability and potential changes to U.S. tariffs still require careful attention.
All management team members of the Company would like to thank the shareholders for their long-term trust and support. We are duty-bound to work harder and wish the Shareholders' Meeting a great success.
Chairman: Chun-Fa Huang
I. Operating results for 2025
(I) Implementation results of the 2025 business plan:
The Company has implemented and promoted the concept of manufacturing services for a long time, which has enabled the trust and mutual assistance relationship with customers to be supported, and the supply and demand relationship between customers and the Company has been carefully maintained for a long time, which continues to protect the Company's leading position in the market. In response to the effective implementation and negotiation of various international tariff and trade agreements, in the face of the international political reality that it is difficult for Taiwan to participate, and the international market will become more unfavorable for competition and development, the Company has a number of corresponding strategies which achieved good results as expected.
As a professional manufacturer of steel pipes of the No. 1 brand in Taiwan, the maintenance of quality assurance and sustainable improvement, as well as the continuous promotion of product upgrades and equipment transformation are necessary means to ensure the leading product quality of Mayer, and are also the active management measures that Mayer is promoting at all times.
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The operating revenue for 2025 was NT$4,326,080 thousand (consolidated NT$4,743,531 thousand), compared with operating revenue of NT$4,798,816 thousand (consolidated NT$5,241,780 thousand) for 2024, with consolidated revenue decreasing by approximately 9.5%.
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In 2025, due to the impact of the U.S. reciprocal tariffs and Section 232 of the Trade Expansion Act, the global steel market not only performed below expectations, but also saw comprehensive declines in the price, volume, and profitability of steel sales in most regions. One of the key reasons was the low-priced spillover dumping of excess production capacity from mainland China. According to statistics, sluggish domestic demand for steel in mainland China led to an increase rather than a decrease in export volume, with total exports for the full year 2025 exceeding 148.52 million tons, representing 1.3 times growth compared with 2024, which further worsened the global steel market and caused frequent downward revisions of steel prices in various countries, with the Asian market being the most severely affected. However, in the face of such a severe operating environment, the Company's total consolidated revenue in 2025 decreased by approximately NT$498 million compared with 2024 (including a decrease of approximately NT$935 million in revenue from steel sales, while revenue from real estate increased by approximately NT$433 million); the Company's consolidated operating profit in 2025 decreased by approximately NT$109 million compared with 2024.
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2 -
(II) Budget implementation:
Unit: NT$ thousand
| Item | 2025 Actual (consolidated) | 2025 Actual (Parent Company Only) | 2025 Budget (Parent Company Only) | Difference (parent company only) | Fulfillment rate (parent company only) |
|---|---|---|---|---|---|
| Net operating revenue | 4,743,530 | 4,326,080 | 5,829,892 | -1,503,812 | 74.21 |
| Operating cost | 3,858,656 | 3,586,072 | 5,103,004 | -1,516,932 | 70.27 |
| Net gross operating profit | 883,945 | 739,079 | 726,889 | 12,190 | 101.68 |
| Operating expenses | 504,887 | 471,801 | 259,137 | 212,664 | 182.07 |
| Operating profit | 379,058 | 267,278 | 467,752 | -200,474 | 57.14 |
| Profit before tax | 679,339 | 669,828 | 668,183 | 1,645 | 100.25 |
Note: The net gross operating profit includes the realized (unrealized) profit (loss) from sales.
(III) Financial income and expenditure:
Unit: NT$ thousand
| Item | 2025 (Consolidated) | 2025 (Parent Company Only) |
|---|---|---|
| Net operating revenue | 4,743,530 | 4,326,080 |
| Operating cost | 3,858,656 | 3,586,072 |
| Net gross operating profit | 883,945 | 739,079 |
| Operating profit | 379,058 | 267,278 |
| Total non-operating income and expenses | 300,281 | 402,550 |
| Other income | 182,151 | 165,969 |
| Other gains and losses, net | 42,560 | 37,292 |
| Financial cost | -38,160 | -26,706 |
| Net share of profit or loss of affiliated companies and joint ventures under equity method | 113,730 | 225,995 |
| Profit before tax from continuing operations | 679,339 | 669,828 |
| Net income for the period | 568,767 | 568,346 |
Note: The net gross operating profit includes the realized (unrealized) profit (loss) from sales.
(IV) Profitability analysis:
| Item | 2025 (Consolidated) | 2025 (Parent Company Only) | |
|---|---|---|---|
| Profitability | Return on assets (%) | 6.90 | 7.22 |
| Return on shareholders' equity (%) | 12.53 | 12.55 | |
| Ratio of profit before tax to paid-in capital (%) | 25.44 | 25.08 | |
| Net profit margin (%) | 11.99 | 13.14 | |
| Earnings per share (NT$) | 2.13 | 2.13 |
(V) Research and development status:
- Equipment
The work focus for 2026 is the planning and procurement of medium-caliber stainless steel pipe fabrication equipment and pipe fittings post-processing equipment, which is expected to broaden the application range and increase the added value of products. The renovation of the plant housing the galvanizing equipment and the upgrade of the galvanizing line were completed in 2025. These improvements have enhanced the production efficiency of the Company's galvanizing equipment and provide greater quality assurance for our galvanized steel pipe products. In 2024, the Company successfully completed the replacement and technological upgrade of several outdated stainless steel pipe production lines, thereby improving the quality assurance of its stainless steel pipe products. Since 2021, the Company has successively acquired and upgraded various factory equipment, including threading machines, straightening machines, heat treatment systems, hydrostatic testing machines, and pickling wastewater treatment. Additionally, the Company applied to the Bureau of Standards, Metrology and Inspection (BSMI), Ministry of Economic Affairs, for certification review of hot-dip galvanized carbon steel pipes under the CNS standards. On September 24, 2021, the Company was awarded the CNS certification, with the registration effective from January 1, 2022, and extended through December 31, 2027.
- Skills
Research and improvement of the welding skills of medium and low-carbon alloy steel and further improvement of the tensile quality of small-diameter thick-walled inner seam drawn steel pipes are the long-term and ongoing tasks of the Company.
- Environmental protection
For industrial pollution sources such as sewage, air, noise, etc., we implement operations that comply with environmental protection standards, and continue to make improvements to fulfill the Company's social responsibility.
II. Summary of the 2025 business plan
(I) Operational guidelines:
- In-depth cultivation and promotion of new concepts in the manufacturing service industry.
- Development of diversified business strategies.
- To create an organizational climate of dynamism and good communication and coordination.
- Maintenance and sustainable improvement of the quality assurance system.
- Continue to promote product upgrades and equipment renovation.
- Strengthen the cultivation of middle and senior management talents.
- Implement and promote ESG to make enterprises sustainable.
(II) Expected sales volume and basis thereof:
- The sales target for 2026 is 61,533 tons of carbon steel pipe and 1,722 tons of hot-rolled coils, 5,719 tons of stainless steel pipe and 3,750 tons of stainless steel coils.
- Basis for forecast
(1) Global economy
The International Monetary Fund (IMF) released its World Economic Outlook report in January 2026, forecasting global economic growth of 3.3% in 2026 and 3.2% in 2027. This represents a slight upward revision from the October 2025 World Economic Outlook. Technological investments, fiscal and monetary support, an easy financing environment, and the adaptability of the private sector have offset the effects of changes in trade policies. Worldwide inflation is expected to fall, but U.S. inflation returning to its target level is likely to be a slower process. The main downside risks include a reassessment of technological expectations and an escalation of geopolitical tensions.
(2) Taiwan's economy
Taiwan’s economic forecast for 2026, published by DGBAS on February 13, 2026: DGBAS indicated that Taiwan and the U.S. reached a favorable trade agreement in January of this year. This agreement provides Taiwan with investment tax exemptions and quotas for semiconductor and derivative exports to the U.S., along with the most favorable tax rates. The removal of tariff uncertainties for AI-related products exported to the U.S., coupled with a significant increase in capital expenditure by major cloud service providers, boosted exports throughout the year and drove overall economic performance. DGBAS forecasts economic growth of 7.71% for 2026, with Taiwan’s gross domestic product (GDP) exceeding US$1 trillion. Per capita GDP is projected to reach US$44,181, and the consumer price index (CPI) is expected to rise by 1.68%.
(3) Global steel demand
According to forecasts published by World Steel Association in October 2025, global steel demand reached a low in 2025 and is expected to recover clearly but moderately in 2026, with an anticipated growth rate of about 1.3%, reaching 1.772 billion tons. Growth momentum has primarily come from strong growth in developing countries—particularly India—the recovery of growth in Europe, and a narrowing decline in steel demand in China. The World Steel
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Association’s key outlook for the 2026 steel market is a recovery. Following high interest rates and inventory adjustments in 2024-2025, global steel demand is expected to rise to 1.772 billion tons in 2026, an increase of approximately 23.3 million tons. The driving forces behind the rebound include the delayed release of residential construction, improvements to the investment environment through eased financing, and infrastructure development. Main risks: High manufacturing costs, escalating trade friction, and geopolitical uncertainty.
(4) China's steel demand
According to a report by China Steel News Network, Chinese steel companies will face pressure in 2026 from increasingly stringent policies, the international market, shifts in supply and demand, and industry competition. The Chinese government has deepened its domestic policy regulation and increased industry entry barriers. The "Action Plan for Stable Growth of the Steel Industry (2025-2026)" clarified that crude steel production would continue to be reduced, with China’s crude steel output projected to reach 930 million tons in 2026. Effective January 1, steel products with 300 customs commodity codes were brought under export licensing management, which has restricted small- and medium-size traders and potentially led to a decline in export orders for ordinary steel. 2026 marks the first year of compliance for the steel industry’s inclusion in the national carbon market. Tiered energy consumption control is being implemented concurrently, placing significant pressure on high-carbon emission enterprises. Green compliance is becoming a prerequisite for survival. In addition, high international market barriers have put pressure on exports. Starting in 2026, the European Union’s Carbon Border Adjustment Mechanism (CBAM) will come into effect, imposing a carbon footprint-based tax on imported steel. Free allowances are being phased out annually, which will significantly increase export costs for long-process steel companies. Adding global trade friction and the recovery of overseas production capacity, China’s steel export price advantage has weakened. Steel exports are expected to fall to around 100 million tons in 2026.
(5) Steel demand in Taiwan
Coal and iron ore prices surged at the start of 2026, increasing production costs. With global steel inventories at their lowest levels, and demand for steel further stimulated by the conflict in the Middle East, multiple positive factors are supporting a rally in steel prices. As a result, a price increase for China Steel in April and during the second quarter of 2026 is now certain. Hot-rolled steel coil prices have already risen for four consecutive months and are expected to increase by NT$800 to NT$1,000 per ton – the largest monthly increase in 16 months. This has triggered a new wave of material procurement by midstream and downstream steel manufacturers, driving steel stocks upward. Huang Chien-Chih, the China Steel Corporation chairman, stated that the steel market has been more stable this year than last year. In particular, China’s implementation of a licensing system for steel exports, coupled with the strong likelihood of RMB appreciation this year, has resulted in relatively high export prices. This has suppressed the export of lower-priced steel from China, limiting supply and creating a generally favorable market structure.
(6) In 2022, our country implemented CNS verification and registration of hot-dip galvanized steel pipes.
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After years of collaborative efforts in the industry, the Company was finally approved the Jing-Biao-San-Zi No. 11000042043 issued by the Bureau of Standards, Metrology and Inspection, M.O.E.A. on June 30, 2021, stating that starting from January 1, 2022, all products under 406.4mm of CNS2606/4626/6445 inspection standards for hot-dip galvanized steel, all of which are subject to mandatory inspection for imports and domestic production. A certificate is obtained before the products are imported or shipped from the factory, and can only be displayed and sold in the domestic market. After the implementation of this announcement, the hot-dip galvanizing electric wire conduit and piping without the verification, registration and inspection specified in CNS 2606/4626/6445 shall be prohibited from being sold in the domestic market starting from January 1, 2022. Domestically produced hot-dip galvanizing carbon steel pipes will have a fair operating environment in the domestic construction market, which will help to further improve the Company's operating performance. After years of collaborative efforts in the industry, the Company was finally approved the Jing-Biao-San-Zi No. 11000042043 issued by the Bureau of Standards, Metrology and Inspection, M.O.E.A. on June 30, 2021, stating that starting from January 1, 2022, all products under 406.4mm of CNS2606/4626/6445 inspection standards for hot-dip galvanized steel, all of which are subject to mandatory inspection for imports and domestic production. A certificate is obtained before the products are imported or shipped from the factory, and can only be displayed and sold in the domestic market. After the implementation of this announcement, the hot-dip galvanizing electric wire conduit and piping without the verification, registration and inspection specified in CNS 2606/4626/6445 shall be prohibited from being sold in the domestic market starting from January 1, 2022. Domestically produced hot-dip galvanizing carbon steel pipes will have a fair operating environment in the domestic construction market, which will help to further improve the Company's operating performance.
(7) Risk exists
Looking ahead to 2026, the worst-case scenario of global high inflation, high interest rates, slowing economic growth, and the impact of U.S. reciprocal tariffs had gradually eased. However, new challenges emerged with the military actions taken by the U.S. and Israel against Iran, and Iran's subsequent blockade of the Strait of Hormuz, which severely impacted the global supply of oil and natural gas, causing oil prices to rise rapidly. This is expected to have a significant negative impact on global stock markets and the economy in the short term. In addition, on April 2 of last year, U.S. President Trump issued Executive Order No. 14257, citing the International Emergency Economic Powers Act (IEEPA) to impose tariffs on countries worldwide, a move that drew serious concern from nations globally. As countries were sending representatives to the U.S. for negotiations, several U.S. states suddenly filed a lawsuit in late April 2025, accusing the Trump administration of abusing the IEEPA and implementing an illegal and chaotic tariff policy, and requesting the court to invalidate it. After multiple appeals, the Supreme Court of the United States ruled on February 20, 2026, by a vote of 6 to 3 that the global reciprocal tariffs pushed forward by the Trump administration under the International Emergency Economic Powers Act were illegal and ordered a refund of the amount. According to reports in foreign media such as Reuters: The Supreme Court has ruled that the Trump administration's reciprocal tariff policy
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procedures were flawed, finding that Trump lacked the authority to bypass Congress and directly invoke the IEEPA to impose reciprocal tariffs. The Court declared this an overreach of presidential constitutional authority and unconstitutional, thereby stripping the relevant measures of their legal basis. Subsequently, the U.S. Court of International Trade ordered the Trump administration to refund the tariffs it had collected to the companies, with interest. However, just hours after the Supreme Court ruling was announced, Trump signed a proclamation invoking a different law – Section 122 of the 1974 Trade Act – to impose a new 10% temporary tariff on goods from all countries worldwide. A few days later, Trump posted on social media that he raised these new tariffs to 15%. U.S. Treasury Secretary Scott Bessent said that combining Section 122 tariffs with strengthened versions of Sections 232 and 301 tariffs meant that "tariff revenues in 2026 are expected to remain almost unchanged", effectively offsetting losses from tariffs under the IEEPA. However, new uncertainties loom on the horizon, particularly stemming from the economic and trade policies of newly inaugurated U.S. President Donald Trump. Key issues, such as the potential escalation of tariffs, signal a resurgence of trade protectionism in the United States. This shift could pose significant disruptions to the global trade system and strain relationships between the U.S. and its allies. The prospect of retaliatory measures from other nations raises the risk of a renewed trade war, further exacerbating economic uncertainty worldwide. In addition to trade tensions, geopolitical volatility remains a significant concern. The ongoing Middle East conflict, U.S.-China trade conflict, the unresolved war between Russia and Ukraine, persistent instability in the Middle East, and escalating tensions between China and other Indo-Pacific nations all contribute to a fragile global political environment with potential economic repercussions. Simultaneously, the era of carbon reduction and green steel has officially begun. The transition brings with it unavoidable cost and technological challenges, demanding close attention and proactive strategic planning by businesses and governments alike. The above-mentioned risk development and the corresponding policies of various countries in the world are expected to have an impact on the industrial operating environment of the Company and have a far-reaching impact.
(III) Important production and marketing policies:
- Actively invest in production equipment automation to minimize human error, enhance product quality, increase production capacity per unit, and reduce manufacturing costs.
- Strengthen inventory control, reduce costs, and improve operating efficiency.
- Intensify sales service, enhance customer satisfaction, and consolidate market share.
- Actively develop new customers and new products to expand market share.
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Enhance mutually beneficial cooperation between upstream and downstream companies to ensure a stable and sufficient supply of raw materials.
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III. Future development strategy of the Company:
(I) Deep cultivation of technology: The Company will continue to cultivate and study in the professional field of steel pipe manufacturing technology to maintain its leading position in the industry.
(II) New product development: The Company strives to develop new products and new applications to extend the life of the Company's products.
(III) Channel expansion: Develop new sales channels at home and abroad to expand market share and diversify sales risks.
(IV) Diversified operations: The Company will prudently develop diversified business operations and pursue a new path for further growth.
(V) Sustainability: The Company will implement and promote ESG for continuous growth and sustainable operation of the Company.
IV. Impacts from the external competitive environment, regulatory environment and overall business environment:
(I) Risks associated with global geopolitical and trade conflicts
Due to volatile global geopolitical risks and the impact of the trade conflict between China and the United States, the European and American countries have increased trade protectionism, and continue to investigate unfair competition such as steel dumping and government subsidies, which has caused the circulation price of steel in the Asian market to continue to drop.
(II) International economic and trade integration is sidelined RCEPT
The integration of the regional economic cooperation has been completed and launched, but our country is still excluded, with no breakthrough in the impasse. The high barriers to exporting our products remain unavoidable. The disadvantage of not being able to join regional economic and trade cooperation organizations puts our country's steel products at a competitive disadvantage in the face of high tariffs on exports in the future. Additionally, non-tariff barriers such as import verification in most export markets further impact the operations of Taiwan's manufacturing and export activities. The Company faces the reality squarely and in recent years, its development strategy has focused on the investment and construction of overseas production bases, which has been able to effectively respond to the bucking trend.
(III) The impact of China's iron and steel industry on global steel prices
According to statistics, sluggish domestic demand for steel in mainland China led to an increase rather than a decrease in export volume, with total exports for the full year 2025 exceeding 148.52 million tons, representing 1.3 times growth compared with 2024, which further worsened the global steel market and caused frequent downward revisions of steel prices in various countries, with the Asian market being the most severely affected. China's crude steel production volume is huge, and if it exports at low
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prices for a long time, it will shake the global steel market. If China can properly reduce production in 2026, the global steel price will be supported.
(IV) Global iron and steel overcapacity remains unchanged
Overcapacity will become a common burden for the global steel industry for a long time, affecting the price fluctuation of raw materials and the market supply and market price of products at any time. The sudden and unpredictable fluctuation of price and quantity in the industry will be regarded as the normal state of operation in the future, increasing the unpredictability of the industry.
(V) The growing importance of carbon neutrality
The United States, the European Union, and China have separately declared that they take carbon neutrality seriously, revealed that the national goal of achieving zero emissions by year is unavoidable, and the cost and technology challenges derived from the iron and steel industry can no longer be avoided. The trend of the times for green steel and high-priced steel has become clear.
(VI) New expectations for the investment environment
As European and American countries gradually control inflation and high price levels, central banks around the world have gradually switched to a cycle of interest rate cuts at an appropriate time point, thereby boosting consumption and various investments. This is bound to boost the demand for steel materials.
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[Two. Corporate Governance Report]
I. Information on Directors, President, Vice Presidents, Assistant Managers, and Heads of Departments and Branches:
Table 1
(I) Directors:
Director information (I)
April 20, 2026
| Job title (Note 1) | Nationality or place of registration | Name | Gender/Age | Date elected | Term of office | Date of initial election (Note 2) | Shareholding at the time of appointment | Current shareholding | Shares held by spouse and minor children | Shares held by nominees | Main (academic) background (Note 3) | Positions in the Company and other companies | Other supervisors, directors, or supervisors who are spouses or relatives within 2nd degree kinship | Remarks (Note 4) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Title | Name | Relationship | ||||||||||
| Director | The Republic of China | Yuan Chuan Steel Co., Ltd. | 2025.5.28 | 3 | 2004.6.23 | 36,962,353 | 16.46 | 44,354,823 | 16.61 | 0 | 0.00 | 0 | 0 | |||||||
| The Republic of China | Representative: Chun-Fa Huang | Male 69 | 2025.5.28 | 3 | 2001.6.23 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Business College, Hsing Wu University Department of International Trade | Chairman of Mayer Steel Pipe Corporation Chairman of Mei Kong Development Co., Ltd. Director of VIETNAM MAYER CORP., LTD Chairman of De An Development Co., Ltd. Chairman of De An Development Co., Ltd. Chairman of THE SINCERE DEPARTMENT STORE LTD. Chairman of Beautiful Bay Resort Co., Ltd. Director of Miramar Hotel Corporation Director of Yuan Chuan Steel Co., Ltd. Chairman of Du Centre Co., Ltd. Chairman of MAYER INN CORPORATION Chairman of DURBLIN ENTERPRISE CO., LTD. Director of Taiwan Navigator Asset Investment Co., Ltd. Director of MIRAMAR DEVELOPMENT (HK) CO.,LTD. Supervisor of Dewei Investment Co., Ltd. | Director Director Director | Chun-Chao Huang Hsiu-Mei Huang Yung-Chieh Huang | Brothers Sister and brother Father and son |
| Job title
(Note 1) | Nationality
or place of
registration | Name | Gender/
Age | Date
elected | Term
of
office | Date of
initial
election
(Note 2) | Shareholding at the time
of appointment | | Current shareholding | | Shares held by spouse
and minor children | | Shares held by nominees | | Main (academic)
background
(Note 3) | Positions in the
Company and other
companies | Other supervisors, directors, or supervisors
who are spouses or relatives within 2nd
degree kinship | | | Remarks
(Note 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | | | Title | Name | Relationship | |
| | | | | | | | | | | | | | | | | Chairman of Ying
Shun Construction Co.,
Ltd.
Director of Singlitong
Logistics Co., Ltd. | | | | |
| The Republic
of China | Representative:
Hsiu-Mei
Huang | Female
72 | 2025.5.28 | 3 | 2007.6.25 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Department of Chinese
Literature, National
Taiwan University
Thunderbird American
Graduate School of
International
Management | Director of Mayer
Steel Pipe Corporation
Supervisor of Miramar
Hotel Corporation
Chairman of Beautiful
Bay Resort Co., Ltd.
Chairman of Dewei
Investment Co., Ltd.
Supervisor of Athena
Information Systems
Ltd., Co.
Supervisor of Ying
Shun Construction Co.,
Ltd. | Chairman
Director | Chun-Fa Huang
Chun-Chao Huang | Sister and
brother
Sister and
brother | | |
| The Republic
of China | Representative:
Chun-Chao
Huang | Male
65 | 2025.5.28 | 3 | 2007.6.25 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 1. Department of
Electrical Engineering,
Massachusetts Institute
of Technology
2. Master of
Information
Management, National
Taiwan University | Director of Mayer
Steel Pipe Corporation
Director of Miramar
Hotel Corporation
Director of TZE SHIN
INTERNATIONAL
CO., LTD.
Supervisor of De An
Development Co., Ltd.
Supervisor of Mei
Kong Development
Co., Ltd.
Supervisor of Yuan
Chuan Steel Co., Ltd.
Director of
MIRAMAR
HOSPITALITY CO.,
LTD.
Director of Du Centre
Co., Ltd.
Supervisor of Beautiful
Bay Resort Co., Ltd.
Director of Athena
Information Systems
Ltd., Co.
Chairman of Yuhong
Investment Co., Ltd.
Director of Dewei
Investment Co., Ltd.
Director of Junan
Information Co., Ltd. | Chairman
Director | Chun-Fa Huang
Hsiu-Mei Huang | Brothers
Brother
and sister | | |
| The Republic
of China | Representative:
Yung-Chieh
Huang | Male
45 | 2025.5.28 | 3 | 2013.6.19 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Shih Hsin University
Department of
Journalism | Director of Mayer
Steel Pipe Corporation
Chairman of
DURBAN DIVE | Chairman | Chun-Fa Huang | Father and
son | | |
- 12 -
| Job title
(Note 1) | Nationality
or place of
registration | Name | Gender/
Age | Date
elected | Term
of
office | Date of
initial
election
(Note 2) | Shareholding at the time
of appointment | | Current shareholding | | Shares held by spouse
and minor children | | Shares held by nominees | | Main (academic)
background
(Note 3) | Positions in the
Company and other
companies | Other supervisors, directors, or supervisors
who are spouses or relatives within 2nd
degree kinship | | | Remarks
(Note 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | | | Title | Name | Relationship | |
| | | | | | | | | | | | | | | | | CORPORATION
Director of SINCERE
DEPARTMENT
STORE LTD.
Director of De An
Development Co., Ltd.
Supervisor of
MIRAMAR
HOSPITALITY CO.,
LTD.
Director of Mei Kong
Development Co., Ltd.
Director of Du Centre
Co., Ltd. | | | | |
| Director | The Republic
of China | Cheng-Ta International Investment Co., Ltd. | | 2025.5.28 | 3 | 2010.6.25 | 211,000 | 0.09 | 288,000 | 0.11 | 0 | 0.00 | 0 | 0.00 | | | | | | |
| | The Republic
of China | Representative: Ta-Teng Cheng | Male 73 | 2025.5.28 | 3 | 1995.5.2 | 0 | 0.00 | 0 | 0.00 | 200 | 0.00 | 0 | 0.00 | University of Dallas
Institute of Business Administration | Director of Mayer Steel Pipe Corporation,
Director of Glory Word Development Ltd.,
Director of Sinowise Development Ltd.,
Director of Eternal Galaxy Ltd.,
Director of Grace Capital Group Ltd.,
Chairman of Yuanda Investment Co., Ltd.,
Director of Xianda Investment Co., Ltd. | Director | Yung-Fen Lin | Sister-in-law | |
| | The Republic
of China | Representative: Yung-Fen Lin (stepped down on 2025/10/29) | Male 69 | 2022.6.14 | 3 | 2019.3.14 | 436 | 0.00 | 763 | 0.00 | 4,000 | 0.00 | 0 | 0.00 | Law Institute, National Taipei University;
President, Tainan District Court; Judge, Kaohsiung High
Administrative Court | Director of Mayer Steel Pipe Corporation | Director | Ta-Teng Cheng | Brother-in-law | |
| | The Republic
of China | Representative: Min-Chih Hsieh (assumed office on 2025/10/29) | Male 75 | 2025.5.28 | 3 | 2025.10.29 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | INSEAD Business School
Director of DynaComWare Group | Director of Mayer Steel Pipe Corporation | None. | None. | None. | |
| Independent
Director | The Republic
of China | Huang-Chi Liu | Male 54 | 2025.5.28 | 3 | 2016.6.21 | 0 | 0.00 | 0 | 0.00 | 3,600 | 0.00 | 0 | 0.00 | Judge and Presiding Judge of Taipei District Court; Investigating Judge of Taiwan High Court; Director of Jhen Vei Electronic Co., LTD.; Director of UNITED FIBER OPTIC | Principal Attorney-at-Law, Zuo Cheng Law Firm
Supervisor of SUNEAST ENGINEERING AND DEVELOPMENT CO.
Director of LIAN TEH INDUSTRIAL | None. | None. | None. | |
- 13 -
| Job title
(Note 1) | Nationality
or place of
registration | Name | Gender/
Age | Date
elected | Term
of
office | Date of
initial
election
(Note 2) | Shareholding at the time
of appointment | | Current shareholding | | Shares held by spouse
and minor children | | Shares held by nominees | | Main (academic)
background
(Note 3) | Positions in the
Company and other
companies | Other supervisors, directors, or supervisors
who are spouses or relatives within 2nd
degree kinship | | | Remarks
(Note 4) | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | Number of
shares | Shareholding
ratio % | | | Title | Name | Relationship | | |
| | | | | | | | | | | | | | | | COMMUNICATION
INC.; Director of
Eastern Hotels &
Resorts; Independent
Director of CTBC
Insurance Co., Ltd.;
Independent Director of
Taiwan Life Insurance
Co., Ltd. | DEVELOPMENT
FOUNDATION
Vice Chairman of
LONG BON
INTERNATIONAL
CO., LTD
Director of
Shengcheng Co., Ltd.
Director of ET New
Media Holding Co.,
Ltd.
Director of Eastern
Home Shopping &
Leisure Co., Ltd.
Director of Eastern
Media International
Co., Ltd.
Chairman of WANZE
Company Ltd.
Independent Director
of UNION
INSURANCE CO.,
LTD.,
Director of TAISUN
ENTERPRISE CO.,
LTD.
Independent Director
of CHUN YUAN
STEEL INDUSTRY
CO.,LTD.,
Independent Director
of Mayer Steel Pipe
Corporation | | | | | |
| Independent
Director | The Republic
of China | Chih-Wei
Chang (former
position on
2025/5/28) | Male
59 | 2022.6.14 | 3 | 2022.6.14 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Case Western Reserve
University (master of
science)
Director of Kang Jun
Investment Ltd.;
General Manager of
Global Technology
Services, IBM Taiwan;
Director & Executive
Vice President of
Wistron Information
Technology & Services
Corporation; Supervisor
of UVAT Technology
Co., Ltd.,; Adjunct
Associate Professor of
Providence University | Chairman of Kang Jun
Investment Co., Ltd.
Chairman of YUWEI
Information
Technology Services
Co., Ltd.
CEO of Shanda
Information CO., LTD.
Independent Director
of Mayer Steel Pipe
Corporation | None. | None. | None. | | |
| Independent
Director | The Republic
of China | Shu-Tzu Chen | Female
61 | 2025.5.28 | 3 | 2023.6.7 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Department of
Accounting, National
Taiwan University,
Qualified CPA | Partner Account of
Hsinyeh CPAs | None. | None. | None. | | |
- 14 -
| Job title (Note 1) | Nationality or place of registration | Name | Gender/Age | Date elected | Term of office | Date of initial election (Note 2) | Shareholding at the time of appointment | Current shareholding | Shares held by spouse and minor children | Shares held by nominees | Main (academic) background (Note 3) | Positions in the Company and other companies | Other supervisors, directors, or supervisors who are spouses or relatives within 2nd degree kinship | Remarks (Note 4) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Number of shares | Shareholding ratio % | Title | Name | Relationship | ||||||||||
| Independent Director | The Republic of China | Sheng-Ta Wu (elected on 2025/5/28) | Male 69 | 2025.5.28 | 3 | 2025.5.28 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Department of Economics, National Taipei University, 1. Senior Manager of Garment Business Division, WU HUI FOODS CO., LTD. 2. Manager, KD Communications Division, Prudential Life Insurance, UK 3. Manager, KD Communications Division, China Life Insurance Company | Independent Director of Mayer Steel Pipe Corporation | None. | None. | None. |
Note 1: The institutional shareholders shall list the names of the institutional shareholders and their representatives (representatives of institutional shareholders shall indicate the name of the institutional shareholders), and fill in the following table 1.
Note 2: List the time when the person first serves as a director or supervisor of the Company; if there is any interruption, it should be explained in the notes.
Note 3: Experience related to the current position. If the employee served in a CPA firm or an affiliated company during the aforementioned period, the job title and responsibilities should be detailed.
Note 4: If the chairman of the board of directors and the President or equivalent (the highest manager) of the company are the same person, spouses or relatives within the first degree of kinship, it is necessary to explain the reason, rationality, necessity and measures in response (such as increasing the number of independent directors, and more than half of the directors do not serve as employees or managers concurrently).
Table 1: Major shareholders of the corporate shareholder
April 20, 2026
| Name of corporate shareholder | Major shareholders of corporate shareholders |
|---|---|
| Yuan Chuan Steel Co., Ltd. | Miramar Hotel Corporation (100%) |
| Cheng-Ta International Investment Co., Ltd. | Fei-Hung Chen (89%), Ta-Teng Cheng (1%) |
Note 1: If a director or supervisor is a representative of a corporate shareholder, the name of the corporate shareholder shall be filled in.
Note 2: Fill in the names and shareholding ratios of the major shareholders (top 10 shareholders) of the corporate shareholders. If the dominant shareholder is a juristic person, please complete the following table 2.
Note 3: If the institutional shareholder is not a company organizer, the names of shareholders and shareholdings that should be disclosed beforehand are the names of the contributors or donors and their contribution or donation ratio.
Table 2: Where the major shareholders are corporations in Table 1, the major shareholders
April 20, 2026
| Name of corporate | Major shareholders of corporate entities |
|---|---|
| Miramar Hotel Corporation | Dawei Investment Co., Ltd. (46.97%), Yi-Yun Hung (16.43%), Hsiu-Mei Huang (11.59%), Kai-Sheng Huang (9.95%), Kai-Hsin Huang (1.77%), Mei-Fang Lu (1.62%), Cheng-Yuan Li (1.62%), Yung-Chieh Huang (6.14%), Chia-Ju Hsieh (1.77%) |
Note 1: If the major shareholder in Table 1 above is a juristic person, the name of the juridical person shall be filled in.
Note 2: Fill in the names of the major shareholders of the juristic person (whose shareholding ratio accounts for the top ten) and their shareholding ratio.
Note 3: If the institutional shareholder is not a company organizer, the names of shareholders and shareholdings that should be disclosed beforehand are the names of the contributors or donors and their contribution or donation ratio.
Information of Directors (II)
I. Disclosure of information on directors' professional qualifications and independence of independent directors: Please refer to the information on directors (I), and the information is as follows:
| Core Diversification
Name of Director
(all directors Note 1)
(Independent director Note 2) | Basic composition | | | | | | Industry experience | | | | | | Professional ability | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Nationality | Gender | Age | Age | Length of tenure of independent directors | Iron and steel industry | Real estate investment and development | Hotel and Leisure Industry | Finance and Banking | Transportation | Business and marketing | Laws | Accounting | Risk management | |
| Yuan Chuan Steel Co., Ltd
Representative: Chun-Fa Huang | The Republic of China | Male | | V | | V | V | V | V | V | V | | | V | |
| Yuan Chuan Steel Co., Ltd
Representative: Hsiu-Mei Huang | The Republic of China | Female | | V | | V | V | V | | | V | | | V | |
| Yuan Chuan Steel Co., Ltd
Representative: Chun-Chao Huang | The Republic of China | Male | | V | | V | V | V | | V | V | | | V | |
| Yuan Chuan Steel Co., Ltd
Representative: Yung-Chieh Huang | The Republic of China | Male | V | | | | V | V | V | | V | | | V | |
| Cheng-Ta International Investment Co., Ltd.
Representative: Ta-Teng Cheng | The Republic of China | Male | | V | | V | | | V | | V | | V | V | |
| Cheng-Ta International Investment Co., Ltd.
Representative: Yung-Fen Lin (stepped down on 2025/10/29) | The Republic of China | Male | | V | | | | | | | | V | | V | |
| Cheng-Ta International Investment Co., Ltd.
Representative: Min-Chih Hsieh (assumed office on 2025/10/29) | The Republic of China | Male | | V | | | | | V | | V | | | V | |
| Huang-Chi Liu Independent Director | The Republic of China | Male | | V | | V | V | V | | V | | V | | V | |
| Chih-Wei Chang (former position on 2025/5/28)
Independent Director | The Republic of China | Male | | V | | V | V | V | | V | | | | V | |
| Shu-Tzu Chen Independent Director | The Republic of China | Female | | V | | V | | V | | V | | V | | V | V |
| Sheng-Ta Wu (elected on 2025/5/28)
Independent Director | The Republic of China | Male | | | V | | V | | | V | | V | | | V |
Note 1: None of the directors has the circumstances described in Article 30 of the Company Act.
Note 2: All independent directors meet the requirements of Subparagraphs 5-8, Paragraph 1, Article 3 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
II. Diversification and independence of the Board of Directors
The Company has formulated the "Corporate Governance Best Practice Principles", which stipulates that the composition of the Board of Directors should take diversity into consideration. Except that the number of directors who are also the Company's managers should not exceed one-third of the Board Appropriate diversification policies should include but are not limited to the following two major criteria:
I. Basic conditions and values: gender, age, nationality and culture, among others.
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 shall generally possess the necessary knowledge, skills, and literacy to perform their duties. In order to achieve the ideal goal of corporate governance, the board of directors as a whole should have the following capabilities:
I. Operational judgment.
II. Accounting and financial analysis ability.
III. Operation and management ability.
IV. Crisis management capability.
V. Industry knowledge;
VI. The international market view.
VII. Leadership.
VIII. Decision-making ability.
The board of directors passed the establishment of "Corporate Governance Code of Conduct" during the meeting held on November 11, 2020, and the diversity guidelines have been mentioned in Chapter 3 - "Enhancement of Board Function." Furthermore, it is stated in the Articles of Incorporation that directors (including independent directors) are to be elected using the candidate nomination system. When nominating and selecting directors (including independent directors), the Company not only considers the professional background of the directors but also takes into account the diversity of board members.
The Company also pays attention to gender equality in the composition of the Board of Directors and maintains at least one female director. On May 28, 2025, the re-election of directors was held for the 23rd term of directors. The Company's Articles of Incorporation set the position for 9 directors (including 3 independent directors) and the candidate nomination system was adopted. Currently, there are 9 directors in office. Of these 9 directors, 2 are women; 1 is under 50 years old, 3 are between 51 and 65 years old, and 5 are 66 or older. Among the current independent directors, Huang-Chi Liu has been re-elected for 4 consecutive terms thanks to his professional expertise, while the remaining directors have served no more than 3 consecutive terms. The board members' professional backgrounds encompass law, finance, science and technology, and business management, and they possess diverse practical experience in industry, academia, and specialized knowledge. They frequently analyze issues from multiple perspectives and offer valuable professional insights, significantly benefiting the Company's business planning, management efficiency, and decision-making processes. Furthermore, Huang-Chi Liu, Attorney-in-Chief of Zuo Cheng Law Firm, Shu-Tzu Chen, partner accountant of Hsinyeh CPAs, and Sheng-Ta Wu, former Manager of Prudential Life Insurance and KD Communications Division, have been elected as independent directors. These individuals represent leading figures from industry, law, and academia, contributing to a complementary and diverse board composition.
- 18 -
Accordingly, the Company has established the management target for director diversity, which is reviewed and adjusted every year. The current progress is as follows:
| Diversification goals | Achievements in 2025 |
|---|---|
| 1. At least 50% of them have experience in the iron and steel industry. | Achieved |
| 2. At least 50% of them have experience in the construction industry. | Achieved |
| 3. At least 2 directors have industry experience other than the aforementioned. | Achieved |
| 4. At least one female director is included. | Achieved |
If the number of female directors in the Board of Directors of the Company is less than one-third of the total number of directors, specify the reason and the measures to be taken to enhance the diversity of the Board of Directors:
As of 2025, the Company's Board of Directors consisted of 9 seats, including 7 men and 2 women, representing 22.22% of the total number of directors. The number of female directors did not meet the requirement of at least 1/3 of the total number of directors as set forth in the "Corporate Governance Best Practice Principles."
Explanation:
The Company is in the traditional manufacturing industry. The proportion of female senior management is low. In addition, the Board of Directors is composed of professionals in long-term service. The number of female director candidates is limited. Therefore, the proportion of female directors is not yet reaching the recommended standard.
Measures planning for the diversification of directors' genders:
- In the future, the Company will actively include female candidates with professional abilities in the nomination of directors, and cooperate with external talent agencies to expand the female director talent pool.
-
Enhance the cultivation of female talent and increase the percentage of female senior executives.
-
19 -
(II) Presidents, Vice Presidents, assistant Vice Presidents, and supervisors of various departments and branches:
Table 1-1
Information on the president, Vice Presidents, assistant Vice Presidents, and department and branch managers April 20, 2026
| Job title (Note 1) | Nationality | Name | Gender | Date of inauguration | Number of shares held | Shares held by spouse and minor children | Shares held by nominees | Main experience/education (Note 2) | Positions in other companies | Managers who are a spouse or a relative within the second degree of kinship | Remark (Note 3) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Title | Name | Relationship | ||||||||
| President | The Republic of China | Min-Chi Hsiao | Male | 2018.2.7 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting Tunghai University | Director of Mei Kong Development Co., Ltd. Director of GRAND TECH PRECISION MANUFACTURING (THAILAND) CORPORATION LIMITED Independent Director of UNIVERSAL VISION BIOTECHNOLOGY CO., LTD. Supervisor of MAYER INN CORPORATION Director of Meiyi Construction Co., Ltd. | None. | None. | None. | |
| Vice President | The Republic of China | Chen-Chang Huang (retired on 5/31/2025) | Male | 2014.1.1 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Electrical Engineering Chien Hsin Junior College of Engineering | Director of GRAND TECH PRECISION MANUFACTURING (THAILAND) CORPORATION LIMITED Director of VIETNAM MAYER CO., LTD. | None. | None. | None. | |
| Vice President | The Republic of China | Jen-Chin Chiang | Male | 2023.5.10 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration Tamkang University | Director of UNITED STEEL INTERNATIONAL DEVELOPMENT CORPORATION Director of Ningbo Huayang Aluminum Technology Co., Ltd. | None. | None. | None. | |
| Vice President | The Republic of China | Yu-Chi Huang | Male | 2023.5.10 | 8,937 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Industrial Engineering Tunghai University | Supervisor of Meiyi Construction Co., Ltd. | None. | None. | None. |
| Assistant VP | The Republic of China | Jin-Sheng Wang | Male | 2024.1.2 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Taipei University of Marine Technology Tamsui Campus Department of Marine Engineering | None. | None. | None. | None. | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assistant VP | The Republic of China | Jeffrey Chen | Male | 2025.1.1 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Trade Tamkang University | None. | None. | None. | None. | |
| Internal Audit Office Manager | The Republic of China | Kao, Jia-bao | Male | 2021.7.31 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting I-Shou University | None. | None. | None. | None. |
Note 1: Includes information on presidents, Vice Presidents, assistant Vice Presidents, and the heads of various departments and branch offices. Any position equivalent to a president, Vice President, or Assistant Vice President must also be disclosed, regardless of their job titles.
Note 2: Experience related to the current position. If the employee served in a CPA firm or an affiliated company during the aforementioned period, the job title and responsibilities should be detailed.
Note 3: If the President or equivalent (the highest manager) of the company are the same person, spouses or relatives within the first degree of kinship, it is necessary to explain the reason, rationality, necessity and measures in response (such as increasing the number of independent directors, and more than half of the directors do not serve as employees or managers concurrently).
(III) If the chairperson of the board of directors and the President or equivalent (top manager) are the same person, spouses or first-degree relatives of each other, the reason, reasonableness, necessity and measures to be taken in response shall be explained: None.
II. Remuneration to Directors, President and Vice Presidents:
(I) Remuneration to general directors, independent directors, presidents, and Vice Presidents:
(II) The Company shall disclose the name and remuneration of its director or supervisor individually if any of the following The title, name and amount of each job title are filled in separately, and there is no need to fill in the remuneration scale table):
-
The parent company only financial statements of the last three years that have incurred after-tax losses, the names and remunerations of "directors and supervisors" should be disclosed separately, but the parent company only financial statements of the most recent year have generated after-tax net profits that are sufficient to offset the cumulative losses is not subject to this restriction. [Note 1]
-
In the most recent year, where the instances of insufficient shareholding by directors have continued for more than three months, the remuneration paid to individual directors shall be disclosed; in the most recent year, the instances of insufficient shareholdings by supervisors have continued for more than three months, and the remunerations paid to individual supervisors shall be disclosed. [Note 2]
-
If the average pledge of more than 50% of directors or supervisors in the most recent three months in office, the remuneration to individual directors or supervisors with pledges of more than 50% in each month should be disclosed. [Note 3]
-
The amount of remuneration paid to directors and supervisors by all directors and supervisors for all of the companies included in the financial reports, and their remuneration accounts for more than 2% of the net income after tax, and individual directors and supervisors receive remuneration exceeding NT$15 million, the remuneration of such individual director or supervisor must be disclosed. (Note: The above remuneration to directors and supervisors is calculated based on "Remuneration to Directors" and "Remuneration to Supervisors" in the attached table, excluding the related remuneration received as employees.)
-
Listed and OTC companies that ranked in the bottom two tiers in the most recent corporate governance evaluation, or companies that have been subject to changes in trading methods, trading suspension, delisting/termination of OTC trading during the most recent fiscal year and up to the publication date of the annual report, or those deemed ineligible for evaluation by the Corporate Governance Evaluation Committee. [Note 4]
-
The average annual salary of a full-time non-managerial employee of a company listed on TWSE or TPEx who held non-managerial positions in the most recent year did not reach NT$500,000. [Note 5]
-
22 -
-
The net profit after tax of a TWSE/TPEx listed company in the most recent year has increased by more than 10%, but the average annual salary of full-time non-managerial employees has not increased compared to the previous year. [Note 6]
-
The loss after tax of a TWSE/TPEx listed company in the most recent year has declined by 10% and exceeded NT$5 million, and the average remuneration per director (excluding the remuneration of employees) has increased by 10% and exceeded NT$100,000. [Note 7]
(III) If a company listed on TWSE or TPEx has any of the circumstances described in (I) or (V) above, the remuneration to the top five executives (e.g., President, Vice President, CEO, or financial officer) with the highest remuneration shall be disclosed separately.
Note 1: For example: If the 2019 annual report is prepared for the 2020 shareholders' meeting, the Company's after-tax losses in the parent company only or individual financial statements of any of the years from 2017 to 2019 shall be disclosed individually; however, if there is after-tax loss in the parent company only or individual financial statements of 2017 or 2018, but the net profit after tax in the parent company only or individual financial statements of 2019 is sufficient to compensate for the accumulated losses, the individual disclosure shall not be adopted.
Note 2: For example: Taking the 2009 shareholders' meeting preparing the 2008 annual report as an example, if during the period from January 2009 to December 2009, there were instances where directors or supervisors had insufficient shareholding percentages that continued for more than 3 consecutive months, these should be disclosed individually. Additionally, if in January 2009, there were instances where directors or supervisors had insufficient shareholding percentages that continued for more than 3 consecutive months (i.e., November and December 2008, and January 2009 consecutively for 3 months), these should also be disclosed individually.
Note 3: For example: If the Company is assumed to have been in February, May and August of 2009 for three months, and the average pledge ratio of all directors in each month is higher than 50%, the remuneration of each director with a pledge ratio of more than 50% in February, May and August of 2009 should be disclosed; if the supervisor has an average pledge ratio of more than 50% for three months, the remuneration of each supervisor with a pledge ratio of more than 50% should be disclosed.
※ The average monthly pledge ratio of all directors is calculated as: Total number of shares pledged by all directors ÷ Total number of shares held by all directors (including shares held under a trust with retained decision-making
- 23 -
authority); The average monthly pledge ratio of all supervisors is calculated as: Total number of shares pledged by all supervisors ÷ Total number of shares held by all supervisors (including shares held under a trust with retained decision-making authority).
Note 4: For example: The 2023 Annual Report is prepared for the 2024 Shareholders' Meeting. According to the corporate governance evaluation results, the annual report is published in April of each year. If the corporate governance evaluation results of the most recent year (2023) have not been announced, the latest corporate governance evaluation results (such as 2022) can be used as the basis, and the annual report of the shareholders' meeting should be amended and uploaded to the MOPS for disclosure of the remuneration in the form of names if the Company is in the last two levels of the corporate governance evaluation and the name is disclosed in the form of remuneration.
Note 5: For example: If the 2021 Annual Report is prepared for the 2022 Shareholders' Meeting, the Shareholders' Meeting is prepared by the TWSE/TPEx-listed company at the end of the most recent year (2021). As the average salary of full-time non-managerial employees in the most recent year (2021) is available, the data in the most recent year (2021) should be used to assess whether the average is less than NT$ 500,000, and the remuneration of individual directors and supervisors should be disclosed.
Note 6: For example: If the 2023 annual report is prepared for the 2024 shareholders' meeting, the 2022 financial statements of TWSE/TPEx-listed companies with a 10% increase in net income after tax compared to 2022 (if the company in 2022 is a deficit, and the profit in 2023 is applicable), but if the average annual salary of full-time non-managerial employees is not higher than that in 2022, the remuneration of directors should be disclosed individually. Net profit after tax refers to the net profit after tax of the entity or individual financial report of the most recent year. The definition and calculation of full-time employees and their salaries are based on the "Regulations Governing the Filing of Information by TWSE Listed Companies and Offshore Index Stock Funds Listed on the TPEx" and the "Regulations Governing the Filing of Information by TPEx Listed Companies" regarding the "Information on Full-time Non-Managerial Employees' Salaries."
- 24 -
Note 7: For example: If the 2023 Annual Report is prepared for the 2024 General Meeting of Shareholders, the financial statements of TWSE/TPEx-listed companies for 2023 show a decline of more than 10% in the net income after tax compared to 2022, and the amount reaches NT$5 million or more (applicable to both net income after tax or loss after tax), and the average remuneration of each director increases by 10% (excluding the remuneration of employees), and if the amount exceeds NT$100,000, the remuneration of each director should be disclosed. Profit and loss after tax refers to the profit and loss after tax of the entity or individual financial report of the most recent year.
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Table 1-2 (Remuneration disclosure method)
(1-1) Remuneration to the general directors and independent directors (disclose the name and remuneration separately)
Unit: NT$ thousand
| Title | Name | Remuneration of Directors | Total amount of the four items A, B, C, and D, and its percentage of net income after tax (Note 10) | Remuneration for concurrently serving as an employee | Total amount of the seven items A, B, C, D, E, F, and G and its percentage of net profit after tax (Note 10) | Remuneration is received from reinvested businesses other than subsidiaries or the parent company (Note 11) |
|---|---|---|---|---|---|---|
| Remuneration (A) (Note 2) | Retirement pension (B) | Remuneration of Directors(C) (Note 3) | Service execution expenses (D)(Note 4) | Salaries, bonuses and allowances (E) (Note 5) | Retirement pension (F) | Employee remuneration (G) (Note 6) |
| The Company | All companies included in the financial report (Note 7) | The Company | All companies included in the financial report (Note 7) | The Company | All companies included in the financial report (Note 7) | The Company |
| Cash amount | Amount of shares | Cash amount | Amount of shares | |||
| Yuan Chuan Steel Co., Ltd. | 0 | 0 | 0 | 0 | 15,601 | |
| Chairman | Representative: Chun-Fu Huang | 0 | 0 | 0 | 0 | 0 |
| Director | Hua-Mei Huang | 0 | 0 | 0 | 0 | 0 |
| Director | Chun-Chao Huang | 0 | 0 | 0 | 0 | 0 |
| Director | Yang-Chieh Huang | 0 | 0 | 0 | 0 | 0 |
| Cheng-Ta International Investment Co., Ltd. | 0 | 0 | 0 | 0 | 6,241 | |
| Director | Representative: Tu-Teng Cheng | 1,080 | 1,080 | 0 | 0 | 0 |
| Director | Yang-Fen Liu (stepped down on 2025/10/29) | 0 | 0 | 0 | 0 | 0 |
| Director | Ma-Chih Hsieh (appointed on 2025/10/29) | 0 | 0 | 0 | 0 | 0 |
| Independent Director | Huang-Chi Liu | 720 | 720 | 0 | 0 | 0 |
| Independent Director | Chih-Wei Chang (former position on 2025/5/28) | 294 | 294 | 0 | 0 | 0 |
| Independent Director | Shu-Tzu Chen | 720 | 720 | 0 | 0 | 0 |
| Independent Director | Sheng-Ta Wu (cheated on 2025/5/28) | 428 | 428 | 0 | 0 | 0 |
Note 1: The names of directors should be listed separately (for corporate shareholders, the name of the corporate shareholder and its representatives should be listed separately), and the general directors and independent directors should be listed separately, and the amount of each payment should be disclosed in an aggregated manner. This form and the following table (3-1) or (3-2-1) and (3-2-2) should be filled out if the director is also the President or Vice President.
Note 2: Refers to the directors' remuneration in the most recent year (including directors' salaries, allowances, severance pay, various bonuses, incentives, etc.).
Note 3: It refers to the amount of directors' remuneration approved by the board of directors in the most recent year.
Note 4: Refers to directors' business-related expenses in the most recent year (including travel, special allowances, various subsidies, accommodation, vehicles, and other in-kind benefits). For example, when providing houses, cars and other means of transportation or personal expenditures, the nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed. If there is a driver, please explain in a note the remuneration paid to the driver, but it is not included in the remuneration. The remuneration to the Company's directors with chauffeurs was approximately NT$888 thousand.
Note 5: This refers to the remuneration received by directors who concurrently serve as employees (including the President, Vice President, other managers, and employees) in the most recent fiscal year. This includes salaries, job allowances, severance pay, various bonuses, incentives, transportation allowances, special allowances, various subsidies, dormitories, company vehicles, and other benefits in kind. For example, when providing houses, cars and other means of transportation or personal expenditures, the nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed. If there is a driver, please explain in a note the remuneration paid to the driver, but it is not included in the remuneration. In addition, salary expense recognized under IFRS 2, "Share-based Payment," including the acquisition of employee stock options, new restricted employee stock, and participation in cash capital increase to subscribe for shares, should also be included in remuneration.
Note 6: Refers to the amount of employee remuneration distributed to employees (including shares and cash) as approved by the board of directors for directors who served concurrently as employees (including concurrently serving as president, Vice President, manager, and employee) in the most recent year. If it is impossible to estimate, the proposed distribution amount for this year shall be calculated based on the actual distribution amount last year, and the Table 1-3 shall be filled in separately.
Note 7: The total amount of remuneration paid to directors of the Company by all companies included in the consolidated financial statements (including the Company) should be disclosed.
Note 8: The total amount of each remuneration paid by the Company to each director is disclosed with the name of the director in the bracket.
Note 9: The total amount of remuneration paid to each director of the Company by all companies (including the Company) in the consolidated report should be disclosed, and the name of the director should be disclosed in the range to which he belongs.
Note 10: Net profit after tax refers to the net profit after tax of the entity or individual financial report of the most recent year.
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Note 11: a. This column should clearly state the amount of remuneration received by the Company's directors from invested businesses other than subsidiaries or from the parent company (if none, please enter "None").
b. If the company director receives remuneration from the invested business other than the subsidiaries or the parent company, the remuneration received by the company director from the invested business other than the subsidiaries or the parent company shall be included in the remuneration level column I. and changed the name of the column to "Parent Company and all investees."
c. Remuneration refers to the remuneration, remuneration (including remuneration of employees, directors, and supervisors) and professional service expenses received by the Company's directors for serving as directors, supervisors or managers in invested businesses other than subsidiaries or the parent company remuneration.
*The concept of remuneration disclosed in this table is different from that of income tax law. Therefore, this table is for information disclosure and not for tax purpose.
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Remuneration of supervisors
The Company established an Audit Committee to replace supervisors on June 21, 2016, and thus no remuneration to supervisors.
(3-1) Remuneration of president, and vice president (individual disclosure of compensation by name and amount)
Unit: NT$ thousand
| Title | Name | Salary (A) (Note 2) | Retirement pension (F) | Bonuses and allowances (C) (Note 3) | Employees' remuneration (D)(Note 4) | Total amount of the four items A, B, C, and D, and its percentage of net income after tax (Note 8) | Remuneration received from reinvested businesses other than subsidiaries or the parent company (Note 9) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies in the financial report (Note 5) | The Company | All companies included in the financial report (Note 5) | The Company | All companies included in the financial report (Note 5) | The Company | All companies included in the financial report (Note 5) | The Company | All companies in the financial report | |||||
| Cash amount | Amount of shares | Cash amount | Amount of shares | |||||||||||
| President | Min-Chi Hsiao | 4,440 | 4,440 | 389 | 389 | 1,278 | 1,278 | 5,047 | 0 | 5,047 | 0 | 11,155 1.96 | 11,155 1.35 | 1,362 |
| CEO | Chun-Fa Huang | 3,000 | 3,000 | 0 | 0 | 744 | 474 | 3,407 | 0 | 3,407 | 0 | 7,151 1.26 | 7,151 0.87 | 3,010 |
| Vice President | Chen-Chang Huang (retired on 5/31/2025) | 740 | 740 | 45 | 45 | 257 | 257 | 1,000 | 0 | 1,000 | 0 | 2,042 0.36 | 2,042 0.36 | 1,283 |
| Vice President | Jen-Chin Chiang | 1,608 | 1,608 | 0 | 0 | 590 | 590 | 1,489 | 0 | 1,489 | 0 | 3,687 0.65 | 3,687 0.65 | 0 |
| Vice President | Yu-Chi Huang | 1,706 | 1,706 | 108 | 108 | 630 | 630 | 1,899 | 0 | 1,899 | 0 | 4,342 0.76 | 4,342 0.76 | 0 |
*Disclosure is mandatory for persons who hold positions equivalent to a President or vice president (e.g. group president, CEO, general manager etc).
Note 1: The names of the President and Vice Presidents should be listed separately, and the amounts of each payment should be disclosed in an aggregated form. If the director is also the President or Vice President, this table and the above table (1-1), or (1-2-1) and (1-2-2) should be filled out.
Note 2: Fill in the salary, duty allowance and severance pay of the President and Vice President in the most recent year.
Note 3: Fill in the amount of various bonuses, incentives, transportation allowances, special expenses, various allowances, dormitory, vehicles and other in-kind benefits and other remuneration for the President and Vice Presidents in the most recent year. For example, when providing
houses, cars and other means of transportation or personal expenditures, the nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed. If there is a driver, please explain in a note the remuneration paid to the driver, but it is not included in the remuneration. In addition, salary expense recognized under IFRS 2, "Share-based Payment," including the acquisition of employee stock options, new restricted employee stock, and participation in cash capital increase to subscribe for shares, should also be included in remuneration. The officers of the Company are provided with driver remuneration, including approximately NT$827 thousand for the President and approximately NT$410 thousand for the Vice President.
Note 4: It refers to the amount of employee remuneration distributed to the President and Vice Presidents (including stocks and cash) approved by the board of directors in the most recent year. If it is impossible to estimate, the proposed distribution amount for this year will be calculated based on the actual distribution amount last year, and a separate Fill out Table 1-3.
Note 5: The total amount of remuneration paid to the Company's president and vice presidents by all companies (including the Company) in the consolidated financial statement should be disclosed.
Note 6: Disclose the name of the total amount of various remunerations to each president and vice presidents paid by the Company in the scale to which they belong.
Note 7: The total amount of each remuneration item paid by all companies (including the Company) in the consolidated report to each president and Vice President of the Company should be disclosed, and the name of the president and Vice President should be disclosed in the scale to which they belong.
Note 8: Net profit after tax refers to the net profit after tax of the entity or individual financial report of the most recent year.
Note 9: a. This column should clearly state the amount of remuneration paid to the Company's President and Vice Presidents from the reinvested business other than the subsidiaries or the parent company (if none, please indicate "None").
b. If the Company's President and Vice Presidents receive remuneration from invested enterprises, other than subsidiaries, or the parent company, the remuneration received by the Company's President and Vice Presidents from invested enterprises, other than subsidiaries, or the parent company, Incorporated into Column E of the Remuneration brackets table and renamed the column as "Parent Company and all investees."
c. Remuneration refers to the remuneration, remuneration (including remuneration to employees, directors, and supervisors) and remuneration received by the Company's President and Vice Presidents for serving as directors, supervisors, or managers of invested businesses other than subsidiaries or of the parent company. Business execution expenses and other related remuneration.
*The concept of remuneration disclosed in this table is different from that of income tax law. Therefore, this table is for information disclosure and not for tax purpose.
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(III) If a company listed on TWSE or TPEx has any of the circumstances described in 1 or 5 above, the remuneration to the top five executives (e.g., President, Vice President, CEO, or financial officer) with the highest remuneration shall be disclosed separately information.
: Based on the 2025 Corporate Governance Evaluation results (the Company is ranked in Tier 2), such disclosure is not required.
(4-1) Remunerations paid to the top five executives of TWSE/TPEx listed companies (the name and remuneration of each company is disclosed individually) (Note 1) Unit: NT$ thousand; %
| Title | Name | Base salary (A)
(Note 2) | | Retirement pension (F) | | Bonus and special charges, etc.(C)
(Note 3) | | Remuneration for employees (D)
(Note 4) | | | | Sum of A, B, C and D as a percentage of net income (%) (Note 6) | | Remuneration received from reinvested businesses other than subsidiaries or the parent company
(Note 7) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | The Company | All companies in the financial report
(Note 5) | The Company | All companies in the financial report
(Note 5) | The Company | All companies in the financial report
(Note 5) | The Company | | All companies included in the financial report
(Note 5) | | The Company | All companies in the financial report | |
| | | | | | | | | Cash amount | Amount of shares | Cash amount | Amount of shares | | | |
| Disclosure not | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Note 1: The term "top five highest-paid executives" refers to the company's managers. The criteria for identifying these managers are based on the definition of "manager" as stipulated in the letter issued by the Financial Supervisory Commission of the Ministry of Finance on March 27, 2003, under document number Tai-Cai-Zheng-San-Zi No. 0920001301. The principle of determining the "Top 5 with the highest remuneration" is that the company's managers receive salaries, Severance pay and pension, bonuses, and special expenditures from all companies included in the consolidated financial statements, and the total amount of employees' remuneration (i.e. A + total of B + C + D), and the top five remunerations shall be determined according to the highest remuneration. If the director is also an officer mentioned above, this table and the above table (1-1) should be completed.
Note 2: Filled with salaries, duty allowances, and severance pay of the top five executives with the highest remuneration in the most recent year.
Note 3: The amount of various bonuses, incentives, transportation allowances, special allowances, various allowances, accommodation, vehicles and other in-kind benefits and other remunerations to the top five executives in the most recent year. For example, when providing houses, cars and other means of transportation or personal expenditures, the nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed. If there is a driver, please explain in a note the remuneration paid to the driver, but it is not included in the remuneration. In addition, salary expense recognized under IFRS 2, "Share-based Payment," including the acquisition of employee stock options, new restricted employee stock, and participation in cash capital increase to subscribe for shares, should also be included in remuneration.
Note 4: The amount of employee remuneration (including stocks and cash) approved by the board of directors for the top five executives with the highest remuneration in the most recent year. If it is impossible to estimate, the proposed distribution amount for this year will be calculated based on the actual distribution amount last year, and a separate Fill out Table 1-3.
Note 5: The total amount of remuneration paid by all companies (including the Company) to the top five executives of the Company in the consolidated report should be disclosed.
Note 6: Net profit after tax refers to the net profit after tax of the entity or individual financial report of the most recent year.
Note 7: a. This column should clearly state the amount of remuneration received by the top five executives with the highest remuneration from reinvested businesses other than subsidiaries or the parent company (if none, please indicate "None"). b. Remuneration refers to the return received by the Company's top five officers with the highest remuneration for serving as directors, supervisors or managers of reinvested enterprises other than subsidiaries or the parent company, remuneration (including remuneration to employees, directors and supervisors) and Business execution expenses and other related remuneration.
*The concept of remuneration disclosed in this table is different from that of income tax law. Therefore, this table is for information disclosure and not for tax purpose.
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Unit: NT$ thousands; %
May 6, 2026
Table 1-3
Name of managers receiving employee remuneration and distribution
| Job title (Note 1) | Name (Note 1) | Amount of shares | Cash amount | Total | Total as a percentage of net income after tax (%) | |
|---|---|---|---|---|---|---|
| Managerial Officer | President | Min-Chi Hsiao | 0 | 17,209 | 17,209 | 3.03 |
| CEO | Chun-Fa Huang | |||||
| Vice President | Chen-Chang Huang (retired on 5/31/2025) | |||||
| Vice President | Jen-Chin Chiang | |||||
| Vice President | Yu-Chi Huang | |||||
| Assistant VP | Jin-Sheng Wang | |||||
| Assistant VP | Jeffrey Chen | |||||
| Head of Accounting Department | Chia-Pei Chen | |||||
| Corporate Governance Officer | Shui-Chun Wang |
Note 1: Individual names and job titles should be disclosed; however, profit distribution may be disclosed in aggregate form.
Note 2: Represents the amount of employee remuneration (including stock and cash) distributed to managerial officers in the most recent year, as approved by the board of directors. If it is impossible to estimate, the proposed distribution amount for this year will be calculated based on the actual distribution amount last year. The net profit after tax refers to the net profit after tax of the most recent year; if the IFRSs are adopted, the net profit after tax refers to the net profit after tax of the entity or individual financial report in the most recent year.
Note 3: The applicable scope of managerial officers, in accordance with the provisions of Jin-Guan-Zheng-Guan-Zi No. 1120384295 dated October 4, 2023, is as follows:
(1) President and equivalent level (2) Vice President and equivalent level (3) Assistant Vice President and equivalent level
(4) Head of the financial department; (5) Head of the accounting department; (6) Other persons authorized to manage affairs and sign on behalf of the Company
Note 4: If the directors, President and Vice Presidents have received employee remuneration (including shares and cash), in addition to Table 1-2, this table should be filled out.
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(IV) Comparison and explanation of the total remunerations paid to the directors, supervisors, president, and Vice Presidents of the Company in the most recent two years by the Company and all companies in the consolidated financial statements as a percentage of the after-tax net profits stated in the parent company only financial statements, and explanation of the policies for payment of remuneration, Standards and packages, the procedure for determining remuneration, and its association with operating performance and future risks.
Analysis of the percentage of total remunerations paid by the Company to the directors, supervisors, president, and Vice Presidents in the most recent two years to the net income stated in the parent company only financial statement:
Unit: NT$ thousand
| Item
Title | The Company | | | | All companies included in the consolidated financial statements | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2024 | | 2025 | | 2024 | | 2025 | |
| | Total amount | As a percentage of net income after tax | Total amount | As a percentage of net income after tax | Total amount | As a percentage of net income after tax | Total amount | As a percentage of net income after tax |
| Director | 44,589 | 5.40 | 33,635 | 5.92 | 44,589 | 5.40 | 33,635 | 5.92 |
| President and Vice Presidents | 30,288 | 3.67 | 28,378 | 4.99 | 30,288 | 3.67 | 28,378 | 4.99 |
| Net profit after tax | 826,068 | - | 568,346 | - | 826,068 | - | 568,346 | - |
Explanation:
Net profit after tax for 2025 was lower than that of 2024, and total manager remuneration also decreased from 2024 levels.
- The remuneration to directors can be roughly divided into (A) remuneration, (C) director's remuneration and (D) professional service fees.
(A) The remuneration primarily consists of directors' salaries, which are based on Article 21 of the company's Articles of Incorporation, authorizing the board to consider their participation and contribution value to the company's operations, and to refer to the board's performance evaluation method for regular assessments (e.g., grasp of company goals and missions, participation in company operations, internal relationship management and communication, directors' professional contributions). The performance evaluation results of the board in 2025: the external performance score of the board was 4.73, and the average self-assessment score of board members was 4.77, both rated as excellent or above, and referenced the usual standards in the industry for payment.
(C) The remuneration of directors is distributed in accordance with Article 40 of the Company's Articles of Incorporation. If there is a profit in the year, no more than $3\%$ of the remuneration shall be set aside as remuneration of directors, so it is highly correlated with the operating performance of the Company.
(D) Business execution expenses are mainly transportation expenses.
- The remuneration paid to managers (including President and Vice Presidents) by the Company can be roughly divided into (A) salaries, (B) Severance pay and pension, (C) bonuses and (D) employee remuneration. Remuneration for executives (including the general manager and deputy general manager), in addition to salary and retirement
benefits, is based on the company's operational performance. Article 40 of the company's Articles of Incorporation stipulates that if the company is profitable in a given year, 1% to 5% should be allocated for employee remuneration.
Consider the managerial officers' performance evaluation items, including: financial indicators: the company's revenue, the achievement rate of net income before and after tax, the calculation and payment method of the Company's performance bonus (excerpted below): calculation method (1). and the performance bonus, which is the basis of cash dividend calculation. =A+B+C+D (A.Total shipment of carbon steel pipes; B.Total shipment of stainless steel pipe; C.Total shipment of carbon steel, D.Total shipment of stainless steel ; Calculated based on operating income; (2) Operating income before directors' monthly remuneration * 2%. Total amount of performance bonus = (1) + (2). The multiples of bonus for supervisors are given according to the grade of supervisor. After the factory manager has reviewed the bonuses and reported them to the Company, the bonuses are disbursed by the 25th day of the following month.
Non-financial indicators: Moral hazard incidents for managers or other negative impact on the Company's image or goodwill; influence, internal management misconduct, personnel abuse, etc.; compliance or operational risk of the department
where any significant deficiencies are identified, appropriate adjustments and distributions are made. The Company's Remuneration Committee assesses the salaries of managerial officers on a regular basis,
therefore it is highly correlated to the Company's operating performance.
-
The Company established the Audit Committee to replace supervisors on June 21, 2016.
-
35 -
III. Operations of corporate governance
(I) Operation of the Board of Directors
Table 2
(1) Information on the operation of the Board of Directors
A total of 8 board meetings were held in 2025 (A). The attendance of directors is as follows:
| Title | Name (Note 1) | Actual attendance (B) | Attendance by proxy | Actual attendance rate (%) (B/A) (Note 2) | Remarks |
|---|---|---|---|---|---|
| Chairman | Yuan Chuan Steel Co., Ltd. Representative: Chun-Fa Huang | 8 | 0 | 100 | |
| Director | Yuan Chuan Steel Co., Ltd. Representative: Hsiu-Mei Huang | 8 | 0 | 100 | |
| Director | Yuan Chuan Steel Co., Ltd. Representative: Chun-Chao Huang | 7 | 0 | 87.5 | |
| Director | Yuan Chuan Steel Co., Ltd. Representative: Yung-Chieh Huang | 7 | 0 | 100 | |
| Director | Cheng Ta International Investment Co., Ltd. Representative: Ta-Teng Cheng | 8 | 0 | 100 | |
| Director | Cheng Ta International Investment Co., Ltd. Representative: Yung-Fen Lin stepped down on 2025/10/29) | 7 | 0 | 100 | |
| Director | Cheng Ta International Investment Co., Ltd. Representative: Min-Chih Hsieh assumed office on 2025/10/29) | 1 | 0 | 100 | |
| Independent Director | Huang-Chi Liu | 8 | 0 | 100 | |
| Independent Director | Chih-Wei Chang (former position on 2025/5/28) | 4 | 0 | 100 | |
| Independent Director | Shu-Tzu Chen | 9 | 0 | 100 | |
| Independent Director | Sheng-Ta Wu (elected on 2025/5/28) | 4 | 0 | 100 | |
| Other information to be disclosed: I. If the operation of the board of directors meets any of the following circumstances, the date and session of the board of directors, the contents of the motions, the opinions of all independent directors, and the Company's handling of the opinions of the independent directors shall be stated: (I) Matters listed in Article 14-3 of the Securities and Exchange Act. | |||||
| Date of Board Meeting | Term | Agenda | Opinions of all independent directors | The Company's handling of independent directors' opinions | |
| --- | --- | --- | --- | --- | |
| 2025.1.23 | The 22nd board 22nd meeting | The Company's 90%-owned subsidiary, Mei Yi Construction Co., Ltd., intends to participate in the joint construction and separate sale of 12 dangerous and old buildings under the "Taipei City Zhongzheng District Gongyuan Section 2nd Section 592 Land Reconstruction Project," submitted for approval. | Agreed and passed | Agreed and passed | |
| Acquisition or disposal of shares of IBF Financial Holdings Co.,Ltd. held by the Company. | Agreed and passed | Agreed and passed | |||
| The Company's 2025 business plan, submitted for discussion. | Agreed and passed | Agreed and passed | |||
| 2025.3.12 | The 22nd board 23rd meeting | The Company's 2024 'Declaration of Internal Control System', submitted for approval. | Agreed and passed | Agreed and passed | |
| The Company's 2024 business report, separate financial statements, and consolidated financial statements, submitted for review. | Agreed and passed | Agreed and passed | |||
| Convening of the Company's 2025 annual general meeting on May 28, 2025, submitted for discussion. | Agreed and passed | Agreed and passed | |||
| Discussion regarding the acceptance of shareholders' proposals for the 2025 annual shareholders' meeting, submitted for discussion. | Agreed and passed | Agreed and passed |
| Discussion regarding the acceptance of shareholders' nominations for director (including independent director) candidates for the 2025 annual shareholders' meeting, submitted for discussion. | Agreed and passed | Agreed and passed | ||
|---|---|---|---|---|
| Election of the Company's 23rd board of directors, submitted for discussion. | Agreed and passed | Agreed and passed | ||
| Discussion regarding the removal of non-compete clauses for newly elected directors, submitted for discussion. | Agreed and passed | Agreed and passed | ||
| Regular assessment of the independence and suitability of the CPAs submitted for review. | Agreed and passed | Agreed and passed | ||
| Appointment and remuneration of the Company's 2025 financial statement auditors, submitted for approval. | Agreed and passed | Agreed and passed | ||
| 2025.4.17 | The 22nd board 24th meeting | Allocation of 2024 employee remuneration and director remuneration, submitted for discussion. | Agreed and passed | (1) Employee remuneration was approved by all attending directors. |
| (2) After acting chair and Independent Director Huang-Ji Liu consulted with the independent directors present, the director remuneration was approved without objection. | ||||
| The Company's 2024 earnings distribution, base date and date of cash dividend distribution, submitted for discussion. | Agreed and passed | Agreed and passed | ||
| The definition and scope of the Company's entry-level employees, submitted for discussion. | Agreed and passed | Agreed and passed | ||
| Amendment to the Company's "Articles of Incorporation", submitted for discussion. | Agreed and passed | Agreed and passed | ||
| Discussion regarding the list of director (including independent director) candidates nominated by the Board of Directors, submitted for discussion. | Agreed and passed | Agreed and passed | ||
| Loaning of NT$300 million to the subsidiary Mei Kong Development Co., Ltd., wholly owned by the Company, submitted for discussion. | Agreed and passed | Agreed and passed | ||
| 2025.5.12 | The 22nd board 25th meeting | The Company's Q1 2025 consolidated financial statement, submitted for discussion. | Agreed and passed | Agreed and passed |
| The Company's proposed participation in the cash capital increase of its 90%-owned subsidiary, Meiyi Construction Co., Ltd., submitted for discussion. | Agreed and passed | Agreed and passed | ||
| Due to organizational changes, we propose to change the Company's spokesperson, financial officer, and accounting supervisor, submitted for discussion. | Agreed and passed | Agreed and passed |
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| 2025.5.28 | 23 term
1st meeting | Election of the Company's Chairman. | Agreed and passed | All directors in attendance unanimously elected Director Chun-Fa Huang as Chairman of the Company's 23rd Board of Directors. |
| --- | --- | --- | --- | --- |
| 2025.6.9 | 23 term
2nd meeting | Appointment of members for the Company's 6th Remuneration Committee members, submitted for discussion. | Agreed and passed | Three independent directors Huang-Ji Liu, Shu-Tzu Chen, and Sheng-Ta Wu recused themselves from the discussion and voting on the matter due to a conflict of interest. The remaining directors present then approved the motion. |
| | | The Company's proposed participation in the cash capital increase of its 90%-owned subsidiary, Meiyi Construction Co., Ltd., submitted for discussion. | Agreed and passed | Agreed and passed |
| | | Purchase of land in Nanse Section, Zhonghe District, New Taipei City, submitted for discussion. | Agreed and passed | Agreed and passed |
| 2025.8.12 | 23 term
3rd meeting | The Company's Q2 2025 consolidated financial statement, submitted for discussion. | Agreed and passed | Agreed and passed |
| | | The Company's 2024 sustainability report, submitted for discussion. | Agreed and passed | Agreed and passed |
| | | Establishment of a nomination committee at director level, submitted for discussion. | Agreed and passed | Agreed and passed |
| | | To rename the "Risk Management Committee" to the "Sustainable Development and Risk Management Committee", submitted for discussion. | Agreed and passed | Agreed and passed |
| 2025.11.10 | 23 term
4th meeting | The Company's Q3 2025 consolidated financial statement, submitted for discussion. | Agreed and passed | Agreed and passed |
| | | The Company's participation in cash capital increase of related party BPM Development Co., Ltd. in 2025. | Agreed and passed | Following consultation with the directors present, and with the approval of the acting chair and independent director Huang-Chi Liu, the proposal was approved without objection. |
| | | Amendment to the Company's "Internal Control System" and "Internal Audit Implementation Rules", submitted for discussion. | Agreed and passed | Agreed and passed |
| | | Formulation of the Company's "Sustainable Development and Risk Management Committee Charter", submitted for discussion. | Agreed and passed | Agreed and passed |
| | | Formulation of the Company's "Nomination Committee Charter", submitted for discussion. | Agreed and passed | Agreed and passed |
(II) Except for the aforementioned matters, any other resolutions of the Board of Directors to which independent directors objected or had reservations that were recorded or stated in a written statement: None.
II. For the recusal of a director from a proposal because of a conflict of interest, the name of the director, the content of the proposal, the reason for recusal, and the participation in voting should be stated:
- On April 17, 2025 at the 24th meeting of the 22nd Board, except for independent directors who do not have the conflict of interest in the distribution of directors' remuneration, all other directors did not participate in the discussion and voting of this agenda, and all of them sidestepped from the discussion and voting of this agenda. The chair appointed the independent director, Huang-Ji Liu, as the acting chair. The proposal was approved by all directors attending the meeting without objections.
-
On June 9, 2025 at the 2nd meeting of the 23rd Board – appointment of members for the Company's 6th Remuneration Committee members. Three independent directors Huang-Ji Liu, Shu-Tzu Chen, and Sheng-Ta Wu recused themselves from the discussion and voting on the matter due to a conflict of interest. The remaining directors present then approved the motion.
-
On November 10, 2025 at the 4th meeting of the 23 Board – the Company's participation in cash capital increase of related party BPM Development Co., Ltd. in 2025. As Chairman Chun-Fa Huang, Director Hsiu-Mei Huang, and Director Yung-Chieh Huang were involved in a potential conflict of interest regarding the agenda item on endorsements and guarantees, they did not participate in the discussion or voting of the proposal and recused themselves during the deliberation and resolution process. Chairperson Chun-Fa Huang designated Independent Director Huang-Chi Liu to act as the chair and preside over the meeting. After Independent Director Huang-Chi Liu consulted the attending directors, the proposal was approved unanimously without objection.
III. The TWSE/TPEx listed company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation content of the board of directors' self-evaluation (or peer evaluation), and fill in Table 2 (2) the implementation of the board of directors evaluation.
IV. Enhancements to the functionality of the Board of Directors in the current year and the most recent year (e.g. establishment of an Audit Committee, enhancement of information transparency, etc.) and evaluation of their implementation:
-
Implement corporate governance and enhance information transparency: The Board of Directors operates in accordance with the "Corporate Governance Best-Practice Principles" and "Rules of Procedure for Board of Directors Meetings", and the Company's board meetings are convened in accordance with these regulations, with a sound implementation.
-
The Company adheres to the principle of operational transparency and publishes important resolutions on the Market Observation Post System immediately after a board meeting to protect the rights and interests of investors.
-
The Company has purchased liability insurance for all directors, and has declared its insurance coverage in accordance with the regulations.
-
The Company has established the Remuneration Committee, which can effectively plan the optimal remuneration system.
-
The Company elected independent directors and established the Audit Committee at the general shareholders' meeting 2016 to strengthen corporate governance. Performance evaluation: Good.
-
Continuing education for directors: The Company arranges continuing education courses for directors so that directors can easily obtain relevant information and maintain their core values and professional advantages and capabilities. The courses required for directors are as follows:
| Director | Corporate entity | Representative | Course name | Number of hours |
|---|---|---|---|---|
| Director | Yuan Chuan Steel Co., Ltd. | Chun-Fa Huang | Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 3 |
| Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 3 | |||
| Hsiu-Mei Huang | Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 3 | ||
| Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 3 | |||
| Chun-Chao Huang | Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 3 | ||
| Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 3 | |||
| Yung-Chieh Huang | Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 3 | ||
| Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 3 | |||
| Cheng-Ta International Investment Co., Ltd. | Ta-Teng Cheng | Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 3 | |
| Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 3 | |||
| Yung-Fen Lin (stepped down on 2025/10/29) | Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 3 | ||
| Min-Chih Hsieh (appointed on 2025/10/29) | 12-Hour Practical Workshop for Directors and Supervisors (including Independent Directors) and Corporate Governance Officers | 12 | ||
| Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 3 | |||
| Independent Director | Individual | Huang-Chi Liu | Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 3 |
| Climate Risks and Social Responsibility: The Sustainable Transformation of the Financial Insurance Industry | 3 | |||
| The Insurance Industry's Implementation of Fair Customer Treatment Principles and Friendly Finance Best Practices. | 3 | |||
| Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 3 | |||
| Individual | Sheng-Ta Wu | Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 3 | |
| Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 3 | |||
| The 2026 Information Security Challenges and Governance Strategies in the Context of the AI Wave | 3 | |||
| Outputting Sustainable Value: ESG Storytelling and Silver Economy Strategy | 3 |
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| Individual | Shu-Tzu Chen | Analysis of Differences Between Corporate Accounting Standards and the Latest IFRS Standards Recognized by the Financial Supervisory Commission | 3 | |
|---|---|---|---|---|
| CPA Experience Sharing in Serving the Real Estate and Construction Industries | 3 | |||
| Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 3 | |||
| Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 3 |
Note 1: If a director or supervisor is a juristic person, the name of the juridical person shareholder and the name of its representative shall be disclosed.
Note 2: (1) If any director or supervisor resigns before the end of the fiscal year, the date of resignation shall be indicated in the remarks column. The actual attendance rate (%) shall be calculated based on the number of board meetings held and the actual number of attendance during his/her term of office.
(2) Before the end of the year, if there is a re-election of directors or supervisors, the new and old directors and supervisors shall be listed down, and whether the director or supervisor is old, new, or re-elected and the re-election date shall be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Board of Directors and the actual number of attendance during his/her term of office.
(2) Implementation of the evaluation of the Board of Directors
| Evaluation Cycle (Note 1) | Evaluation period (Note 2) | Scope of Evaluation (Note 3) | Evaluation Method (Note 4) | Evaluation Content (Note 5) |
|---|---|---|---|---|
| Annually | Board of directors: (2024.11.01 ~ 2025.10.31) | |||
| Individual board members and functional committees: (2025.01.01~ 2025.12.31) | 1. The overall board of directors. | |||
| 2. Individual board members. | ||||
| 3. Functional committees (including Audit Committee and Remuneration Committee). | The methods of evaluation include the internal self-evaluation of the board of directors, the self-evaluation of directors, appointment of external professional institutions, experts, or other appropriate means to conduct performance evaluation. | |||
| Commissioned the Taiwan Investor Relations Institute for the performance evaluation of the external board of directors in the previous year (2022). | ||||
| The Company commissioned the Taiwan Investor Relations Institute to conduct the external evaluation of the 2025 annual Board of Directors performance evaluation operation (1). The institution and the executing experts had no business dealings with the Company and were independent. The evaluating committee members, Tsung-Lin Kuo, Chih-Yung Wang, and Hui-Yi Cheng, issued statements of independence. The Company has completed the performance evaluation of the Board of Directors for 2025, which covers the entire Board of Directors (external performance evaluation this time), individual board members and functional committees, and reported to the Board of Directors on March 12, 2026. Outcome of this evaluation is presented in five tiers; a score of 1 indicates extremely poor performance (Strongly disagree), whereas a score of 2 indicates poor | 1. Board performance evaluation covers “board composition and professional capacity,” “board decision quality,” “board functionality,” “internal control and risk management,” and “board’s participation in corporate social responsibilities”等五大面向。 | |||
| 2. The performance evaluation of board members covers the following aspects: "Awareness of the Company’s goals and missions", "Awareness of directors’ duties", "Involvement in the Company’s operations", "Internal relationship management and communication", "Directors’ professionalism and continuing education", and the six major aspects of "internal control." | ||||
| 3. The performance evaluation of the functional committees includes five aspects of "participation in the company’s operations", "awareness of the duties of the functional committees", "improvement of the decision-making quality of the functional committees", "formation of the functional committees and election of members", and "internal control", etc. |
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| performance (Disagree), 3 indicates fair performance (Neutral), 4 indicates good performance (Agree), and 5 indicates excellent performance (Strongly agree). Outcome of 2025 evaluation: the board scored 4.73 while individual directors scored an average of 4.77 (based on self-assessment); as for the functional committees, the Audit Committee scored 5 and the Remuneration Committee scored 5, both of which were rated Excellent and above. The Company's board of directors has resolved to have the evaluation conducted by an external professional independent institution or an external team of experts and scholars at least once every three years. | |||
|---|---|---|---|
Note 1: Fill in the execution cycle of the evaluation of the board of directors, e.g. once a year.
Note 2: Fill in the evaluation period of the Board of Directors, for example: Evaluation of the Board's performance from January 1, 2024 to December 31, 2024.
Note 3: The scope of evaluation includes the performance evaluation of the Board of Directors, individual board members and functional committees.
Note 4: The evaluation methods include the internal self-evaluation of the Board of Directors, the self-evaluation of directors, peer evaluation, performance evaluation by external professional institutions, experts, or other appropriate methods.
Note 5: Depending on the scope of the evaluation, the evaluation shall include at least the following items:
(1) Performance evaluation of the Board of Directors: including at least the degree of participation in the Company's operations, the quality of the Board's decision-making, the composition and structure of the Board of Directors, the election and continuing education of directors, and internal control.
(2) Individual board member's performance evaluation: including at least mastery of the company's goals and mission, awareness of directors' responsibilities, participation in company operations, management of internal relations and communication, directors' professionalism and continuing education, and internal control.
(3) Evaluation of the performance of the functional committees: participation in the company's operations, awareness of the duties of the functional committees, quality of the decisions made by the functional committees, composition of the functional committees and election of members, internal control, etc.
(II) The operation of the Audit Committee or the participation of supervisors in the operation of the Board of Directors:
Table 2-1
Operations of the Audit Committee
The Audit Committee held 8 meetings in 2025 (A), with the attendance of independent directors as follows:
| Title | Name (Note 1) | Actual attendance (B) | Attendance by proxy | Actual attendance rate (%) (B/A) (Note 2) | Remarks |
|---|---|---|---|---|---|
| Independent Director | Huang-Chi Liu | 8 | 0 | 100 | |
| Independent Director | Chih-Wei Chuang (stepped down on 2025/05/28) | 4 | 0 | 100 | |
| Independent Director | Shu-Tzu Chen | 8 | 0 | 100 | |
| Independent Director | Sheng-Ta Wu (elected on 2025/5/28) | 4 | 0 | 100 | |
| A: The functions and powers of the Audit Committee: | |||||
| 1. Review of financial statements and communication of key audit matters. | |||||
| 2. Auditing and accounting policies and procedures. | |||||
| 3. Internal control system and related policies and procedures. | |||||
| 4. Corporate risk management. | |||||
| 5. A major asset or derivative trade. | |||||
| 6. Material loans or endorsements/guarantees. | |||||
| 7. Appointment, dismissal or remuneration, independence and performance evaluation of CPAs. | |||||
| 8. Financial derivatives and cash investment. | |||||
| 9. Appointment and dismissal of financial, accounting or internal auditing officers. | |||||
| 10. Compliance with laws and regulations. | |||||
| ● 2025 work focus: | |||||
| 1. Review of loaning of funds and endorsements/guarantees. | |||||
| 2. Review of the business report, financial statements, and earnings distribution: The business report, financial statements, and earnings distribution have been reviewed by the Audit Committee, and the convener of the Audit Committee has issued a report. | |||||
| 3. Establish and amend organizational procedures and related operating procedures. | |||||
| 4. Assess the effectiveness of the internal control system. | |||||
| 5. Appointment of CPAs (assessment of independence of CPAs): The Audit Committee has prepared an independence and suitability evaluation form with reference to the contents of Bulletin of Norm of Professional Ethics for Certified Public Accountant No. 10 “Independence of Audits and Reviews”, which was reviewed and approved by the Board of Directors. CPAs Chun-Chih Lin and Meng-Ta Wu of Crowe (TW) CPAs were considered to have met the standards of independence and suitability and were qualified to act as CPAs of the Company. | |||||
| 6. Review of major asset transactions. | |||||
| 7. Appointment and remuneration of CPAs. | |||||
| B: Other information to be disclosed: | |||||
| I. If the operation of the Audit Committee is under any of the following circumstances, the date and session of the Board of Directors’ meeting, the contents of the motions, the contents of independent directors’ suggestions or objections, the Audit Committee’s resolution, and the Company’s handling of the Audit Committee’s opinions shall be stated. | |||||
| (I) Matters listed in Article 14-5 of the Securities and Exchange Act. | |||||
| Date of Board Meeting | Term | Agenda | Resolution of the Audit Committee | The Company’s handling of the Audit Committee’s opinions | |
| 2025.1.23 | The 22nd board 22nd meeting | The Company’s 90%-owned subsidiary, Mei Yi Construction Co., Ltd., intends to participate in the joint construction and separate sale of 12 dangerous and old buildings under the "Taipei City Zhongzheng District Gongyuan Section 2nd Section 592 Land Reconstruction Project," submitted for approval. | Agreed and passed | Agreed and passed | |
| Acquisition or disposal of shares of IBF Financial Holdings Co.,Ltd. held by the Company. | Agreed and passed | Agreed and passed | |||
| 2025.3.12 | The 22nd board 23rd meeting | The Company’s 2024 "Declaration of Internal Control System", submitted for approval. | Agreed and passed | Agreed and passed | |
| The Company’s 2024 business report, separate financial statements, and consolidated financial statements, submitted for review. | Agreed and passed | Agreed and passed | |||
| The Company’s 2023 earnings distribution, base date and date of cash dividend distribution, submitted for discussion. | Agreed and passed | Agreed and passed |
| Regular assessment of the independence and suitability of the CPAs submitted for review. | Agreed and passed | Agreed and passed | ||
|---|---|---|---|---|
| Appointment and remuneration of the Company's 2025 financial statement auditors, submitted for approval. | Agreed and passed | Agreed and passed | ||
| 2025.4.17 | The 22nd board 24th meeting | Proposal of the Company's 2024 distribution of earnings, submitted for review. | Agreed and passed | Agreed and passed |
| Loaning of NT$300 million to the subsidiary Mei Kong Development Co., Ltd., wholly owned by the Company, submitted for discussion. | Agreed and passed | Agreed and passed | ||
| 2025.5.12 | The 22nd board 25th meeting | The Company's Q1 2025 consolidated financial statement was submitted for review. | Agreed and passed | Agreed and passed |
| The Company's proposed participation in the cash capital increase of its 90%-owned subsidiary, Meiyi Construction Co., Ltd., submitted for discussion. | Agreed and passed | Agreed and passed | ||
| Due to organizational changes, we propose to change the Company's spokesperson, financial officer, and accounting supervisor, submitted for discussion. | Agreed and passed | Agreed and passed | ||
| 2025.05.28 | Election of convener for the Company's 4th Audit Committee. | All committee members in attendance unanimously elected Independent Director Huang-Chi Liu as convener and chair of the meeting. | Approved | |
| 2025.6.9 | 23 term 2nd meeting | The Company's proposed participation in the cash capital increase of its 90%-owned subsidiary, Meiyi Construction Co., Ltd., submitted for discussion. | Agreed and passed | Agreed and passed |
| Purchase of land in Nanse Section, Zhonghe District, New Taipei City, submitted for discussion. | Agreed and passed | Agreed and passed | ||
| 2025.8.12 | 23 term 3rd meeting | The Company's Q2 2025 consolidated financial statement was submitted for review. | Agreed and passed | Agreed and passed |
| 2025.11.10 | 23 term 4th meeting | The Company's Q3 2025 consolidated financial statement, submitted for discussion. | Agreed and passed | Agreed and passed |
| The Company's participation in cash capital increase of related party BPM Development Co., Ltd. in 2025. | Agreed and passed | Agreed and passed | ||
| The Company's "2026 Annual Internal Audit Plan", submitted for discussion. | Agreed and passed | Agreed and passed | ||
| Amendment to the Company's "Internal Control System" and "Internal Audit Implementation Rules", submitted for discussion. | Agreed and passed. | Agreed and passed |
(II) Other than the aforesaid matters, any resolutions not approved by the Audit Committee but approved by more than two-thirds of all directors: None.
II. The implementation status of the independent director's abstention from the conflict of interest resolution should include the independent director's name, the content of the resolution, the reasons for abstention, and the participation in the vote: None.
III. Communication between independent directors, chief internal auditor, and CPAs (including major issues, methods, and results of communication on the Company's financial and business status):
- In the Audit Committee meetings held in March and November 2025, the Chief Auditor reported to the independent directors on the Company's 2024 "Statement on Internal Control System", the proposed "2026 Internal Audit Annual Plan". The Chief Auditor also provided explanations regarding the internal audit plan and improvement measures based on audit findings.
- On May 12, 2025, the Company held a separate meeting with independent directors, and the audit officer explained the implementation of the internal audit plan of March 2025 and discussed the questions raised by independent directors.
- On January 23, 2025, the CPAs held a meeting with independent directors alone to report on the matters communicated with the governance unit during the 2024 audit and planning stage, and to discuss and communicate about the questions raised by the participants.
Note 1: If any independent director resigns before the end of the fiscal year, the date of resignation shall be indicated in the remarks column. The actual attendance rate (%) shall be calculated based on the number of Audit Committee meetings held and the actual number of attendance during his/her term of office.
Note 2: Before the end of the year, if an independent director is re-elected, both new and old independent directors shall be listed, and whether the independent director is old, new, or re-elected and the re-election date shall be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of Audit Committee meetings held during active duty and the number of actual attendance.
Participation of Supervisors in the Operation of the Board of Directors
The Company established an Audit Committee to replace supervisors on June 21, 2016.
(III) The implementation of corporate governance and the deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor
Table 2-2
The implementation of corporate governance and the deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor
| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| I. Has the Company established and disclosed its corporate governance best-practice principles in accordance with the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies"? | ✓ | The Company has established Corporate Governance Best-Practice Principles. | No difference. | |
| II. The Company's shareholding structure and shareholders' rights and interests | ✓ | (I) The Company has a spokesperson, deputy spokespersons, share registration agency and designated personnel to handle shareholders' suggestions and queries. | (I) No difference. | |
| (I) Does the Company have internal operating procedures to handle shareholders' suggestions, doubts, disputes and litigation matters, and have they implemented them in accordance with the procedures? | ✓ | |||
| (II) Does the Company keep track of the list of major shareholders who actually control the Company and the ultimate controllers of such major shareholders? | ✓ | (II) The Company currently has good relationship with its major shareholders and is able to grasp the list of major shareholders at any time. | (II) No difference. | |
| (III) Has the Company established and implemented risk control and firewall mechanisms with its affiliates? | ✓ | (III) The Company exercises control through the prior approval mechanism. | (III) No difference. |
| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (IV) Does the Company establish internal regulations to prohibit insiders from trading securities using undisclosed information in the market? | ☑ | (IV) The Company has established the "Code of Ethical Conduct" to prevent the occurrence of insider trading. | (IV) No difference. | |
| III. Composition and duties of the Board of Directors | ||||
| (I) Does the board of directors have a diversity policy, concrete management goals, and implementation? | ☑ | (I) 1. The Company passed the "Corporate Governance Best Practice Principles" at the 18th meeting of the 21st term of the Board of Directors on November 11, 2020. The diversification policy was formulated in Chapter 3 "Enhancing the Functions of the Board of Directors". The nomination and selection of the Company's Board members complies with the Articles of Incorporation and adopts the candidate nomination system. In addition to assessing the educational experience and qualifications of each candidate, the Company also takes the opinions of stakeholders and complies with the "Regulations Governing Election of Directors and Supervisors" and the "Regulations Governing the Election of Directors and Supervisors" Management Practice Principles" to ensure the diversity and independence of board members. | ||
| 2. For the implementation of the diversification of the Board of Directors, please refer to Information of Director (II) - page 12. | (I) No difference. | |||
| (II) In addition to the Remuneration Committee and the Audit Committee, has the Company established other functional committees voluntarily? | ☑ | (II) The Company established a sustainability and risk management committee and a nomination committee at the board level on August 12, 2025. The committees are composed of three independent directors. | (II) No difference. | |
| (III) Does the Company establish the regulations and methods for evaluating the performance of the Board of Directors, and conduct the performance evaluation regularly every year, and | ☑ | (III) The Company has adopted the resolution of the 18th meeting of the Board of Directors of the 21st term on November 11, 2020 to stipulate the Board of Directors' performance evaluation measures. The evaluation shall be conducted by an external professional independent institution or an external team of | (III) No difference. |
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| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| submit the results of the performance evaluation to the Board of Directors, and use them as a reference for individual directors' remuneration and nomination? | experts and scholars at least once every three years. Pursuant to the Regulations, the Board of Directors of the Company shall conduct annual internal evaluation of the performance of the Board of Directors in accordance with the evaluation procedures and indicators set out in the Regulations. The results of the internal and external performance evaluation of the Board of Directors should be completed before the end of the first quarter of the following year. |
The Company has considered the Company's conditions and needs to formulate the measurement items of the Board of Directors' performance evaluation, including the following aspects:
I. Degree of participation in the Company's operations.
II. The quality of the Board's decision-making.
III. Composition and structure of the Board of Directors.
IV. Election and continuing education of directors.
V. Internal control.
VI. Others.
The items measured in the performance evaluation of board members include the following aspects:
I. Alignment of the Company's goals and mission.
II. Awareness of the duties of directors.
III. Degree of participation in the Company's operations.
IV. Management of internal relationship and communication.
V. The professionalism and continuing education of the directors.
VI. Internal control.
VII. Others.
The items measured in the performance evaluation of functional committees include the following aspects:
I. Degree of participation in the Company's operations. | |
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| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (IV) Does the Company evaluate the independence of CPAs | ☑ | II. Recognition of the duties of the functional committee. | ||
| III. Improving the quality of decision making by the functional committee. | ||||
| IV. Composition of the functional committee and election of its members. | ||||
| V. Internal control. | ||||
| VI. Others. | ||||
| Commissioned the Taiwan Investor Relations Institute for the performance evaluation of the external board of directors in the previous year (2022). | ||||
| The Company engaged Taiwan Investor Relations Institute to conduct an external evaluation on the performance of the board of directors for 2025. As per investigation, the evaluator and experts thereof had no business dealing with the Company and were able to carry out the assigned tasks in an independent manner. Members of the evaluation panel including: Tsung-Lin Kuo, Chih-Yung Wang, and Hui-Yi Cheng, issued a statement of independence. | ||||
| The Company has completed the performance evaluation of the Board of Directors for 2025, which covers the entire Board of Directors (internal performance evaluation this time), individual board members and functional committees, and reported to the Board of Directors on March 12, 2026. Outcome of this evaluation is presented in five tiers; a score of 1 indicates extremely poor performance (Strongly disagree), whereas a score of 2 indicates poor performance (Disagree), 3 indicates fair performance (Neutral), 4 indicates good performance (Agree), and 5 indicates excellent performance (Strongly agree). | ||||
| Outcome of 2025 evaluation: the board scored 4.73 while individual directors scored an average of 4.77 (based on self-assessment); as for the functional committees, the Audit Committee scored 5 and the Remuneration Committee scored 5, both of which were rated Excellent and above. | ||||
| (IV) The CPAs appointed by the Company are all independent and conduct regular | (IV) No difference. | |||
| For the 2026 |
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| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| on a regular basis? | evaluations in accordance with the "The Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10" (Note 2). | |||
| The Company conducts an annual self-assessment of the signing accountant's independence and reports the results, along with the statement letter issued by the accounting firm, to the 6th meeting of the 4th Audit Committee and the 23rd Board of Directors' meeting of the 23rd term on March 12, 2026, which are reviewed and approved. After assessment, CPAs Chun-Chih Lin and Meng-Ta Wu of Crowe (TW) CPAs met the independence evaluation criteria of the Company and were qualified to act as the Company's CPAs. | assessment of the independence and suitability of CPAs, in addition to the "Guidelines for Interpretation of Audit Quality Indicators (AQI) by Audit Committees", the scale and reputation of the CPA firm, the scope of service distribution of the CPA clients, the scope of non-audit services provided, The nature and extent of audit service quality, the status of regular training of CPAs, communication with governance units, and the interaction Independence and adaptability. | |||
| IV. Have the TWSE/GTSM listed companies had an appropriate number of competent corporate governance personnel and appointed corporate governance executives to take charge of the affairs related to corporate governance (including but not limited to providing the directors and supervisors with materials necessary for business execution; assisting the directors and supervisors in abiding by laws and regulations, lawfully handling matters regarding matters of the Board of Directors and the shareholders' meetings, and preparing minutes of the Board of Directors and the | ✓ | It was resolved in the 18th meeting of the 21st Board of Directors on November 11, 2020 to designate Shui-Chun Wang as the corporate governance officer. Shui-Chun Wang has served in the Company's stock affairs and deliberations for many years as the Secretary of the Board of Directors. He has more than three years of experience in compliance and stock affairs of a public company, which complies with "Guidelines for Compliance in the Establishment and Exercise of Powers of the Board of Directors of Listed Companies" No. 23 Qualifications required for a corporate governance officer. The main responsibilities of the Corporate Governance Officer are to handle matters related to the meetings of the Board of Directors and Shareholders' Meetings in accordance with the law, prepare minutes of the Board of Directors and Shareholders' Meetings, assist directors in their | No difference |
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| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| shareholders’ meetings)? | inauguration and continuing education, provide directors with the information needed to carry out their duties, and assist directors in complying with laws and regulations. The key points of business execution for 2025 are as follows: |
I. Assist directors to perform their duties, provide required information, arrange for directors to undergo further education and take out liability insurance: 1. Compile the latest laws and regulations related to the company's business operations and corporate governance, and arrange for them to be discussed in the board of directors, with education to board members from time to time. 2. According to the requirements of the directors, assist the directors to understand the laws and regulations that should be complied with when executing business. 3. Provide the company information required by the directors, and assist the directors in communication and exchange with various business executives. 4. When independent directors need to meet with the internal audit officer or CPAs to understand the Company's finance and business needs, assist in arranging relevant meetings. 5. Assist the board members in organizing at least 6 hours of refresher courses. 6. Confirm that the Company has taken the "Director, Supervisor and Key Officer Liability Insurance" for the members of the Board of Directors and reported it to the Board of Directors.
II. Handling the procedures of board of directors and shareholders' meetings and confirming the legal compliance of resolutions:
1. Production of board meeting notices and meeting agendas; if a director needs to be sidestepped for conflict of interest, a reminder will be given in advance; a meeting minute will be prepared within the statutory time limit.
2. Handle the pre-registration of the date of the shareholders' meeting as required by | |
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| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| law, and prepare meeting documents such as the meeting notice, meeting handbook, and meeting minutes within the statutory period. | ||||
| 3. Confirm that the convening, resolution procedures and minutes of the board of directors and shareholders' meetings comply with relevant laws and regulations and the corporate governance best practice principles. 4. Process change registration. | ||||
| III. Maintenance of investor relations: Update the information on the Company's website from time to time to enable investors to understand the Company's finance, business and corporate governance information to protect shareholders' rights and interests. | ||||
| Continuing education in 2025: According to Article 24 of the "Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers", the listed company shall arrange professional training for its corporate governance officer. | ||||
| Corporate Governance Officer shall take at least 18 hours of training within one year from the date of assumption of this position if they are new to the position, and shall take at least 12 hours of training each year. | ||||
| Note 3: Please refer to the attachment for the continuing education of the corporate governance officer. | ||||
| V. Does the Company create channels for communication with stakeholders (including but not limited to shareholders, employees, customers and suppliers), set up a stakeholder section on the Company's website, and appropriately respond to important corporate social concerns of stakeholders Responsibility issues? | ☑ | The Company has set up a stakeholder section on the Company's official website. In addition to the contact information of the spokesperson and deputy spokesperson, people may contact the Company through the website if they have any needs. The Company will give due consideration to any reasonable concerns raised by stakeholders and respond appropriately.https: http://www.mayer.com.tw/2015/01/blog-post.html | No difference. |
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| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| VI. Does the Company appoint a professional shareholder service agency to handle shareholders' meeting affairs? | ☑ | The Company entrusts the professional shareholder service agent, IBF Securities Co., Ltd., to handle all its stock affairs. | No difference. | |
| VII. Information Disclosure | ||||
| (I) Does the Company set up a website to disclose financial, business and corporate governance information? | ||||
| (II) Has the Company adopted other means of information disclosure (e.g. setting up an English website, appointing dedicated personnel to collect and disclose information on the Company, implementing a spokesperson system, posting the process of investor conference on the Company's website, etc.)? | ☑ | (I) The Company has established a website (http://www.mayer.com.tw/) that is linked to MOPS for simultaneous disclosure of relevant information. |
(II) The Company has designated dedicated personnel to be responsible for the collection and disclosure of the Company's information, and implemented the spokesperson system. The audio and video files of the Company's investor conferences (the fourth investor conference in 2025) are placed in the investor section of the Company's website for the convenience of all parties; the financial and business operation information of the Company's investor conferences are published on the Company's website. In addition to the designated section, the information has also been entered into the Market Observation Post System (MOPS) in accordance with the regulations of the Stock Exchange.
(III) The Company failed to announce and report the annual financial statements within two months after the end of the year due to the schedule of the accounts and CPA's work; instead, the first, second, and third quarter financial statements and the operating status of each month were announced and reported earlier than the prescribed deadline and has all met the requirements. | (I) No difference.
(II) No difference. |
| (III) Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the financial statements for the first, second, and third quarters and the operating status of each month before the prescribed deadline? | | ☑ | (III) The Company failed to announce and report the annual financial report within two months after the end of the year due to the schedule of the accounts and CPA's work; instead, the first, second, and third quarter financial statements and the operating status of each month were announced and reported earlier than the prescribed deadline and has all met the requirements. | (III) In the future, it will be handled in accordance with the Company's development needs and laws and regulations. |
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| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| VIII. Does the Company have other important information that is helpful to understand the implementation of corporate governance (including but not limited to employees' rights and interests, employee care, investor relations, supplier relations, stakeholders' rights, directors' and supervisors' continuing education status, risk management policies and risk measurement standards, implementation of customer policies, and purchase of liability insurance for directors and supervisors) | ✓ | (I) Employee rights: The Company has established the Employee Welfare Committee and implemented the pension system in accordance with the laws and regulations. In order to encourage employees to continue learning and enrich themselves, the Company has formulated the "Employee On-the-Job Training Incentive Measures". | ||
| (II) Employee care: The Company provides employee travel subsidies, employee bonuses, year-end bonuses and other welfare measures, and protects the legal rights and interests of employees in accordance with the Labor Standards Act and other relevant laws and regulations. | ||||
| (III) Investor relations: The Company discloses information honestly on the Market Observation Post System in accordance with the laws and regulations, to protect the rights and interests of investors, and to specify the contact information of the spokesperson on the Company's website to maintain a positive and harmonious relationship between the Company and its shareholders. | ||||
| (IV) Supplier relations: The Company has good communication and coordination with its suppliers. | ||||
| (V) Rights of stakeholders: The Company's public website (www.mayer.com.tw) sets up an "Investor Section" and "Corporate Governance" section to disclose the Company's financial and business-related information Stakeholder reference. In addition, the Company's stock service agency, the Shares Affairs Agency Department of IBF Securities Co., Ltd., also assists with the handling of relevant questions and suggestions from shareholders and the Company's stakeholders. | ||||
| (VI) Continuing education for directors: The | No difference. |
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| Evaluation Items | Implementation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| Company has implemented continuing education in accordance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies." (Please refer to the 2025 Annual Report: Operations of the Board of Directors for further details) | ||||
| (VII) Implementation of risk management policies and risk measurement standards: The Company has established an internal control system whose implementation is effectively audited by auditors at any time. | ||||
| 1. The company adopted the "Risk Management Policy and Procedures" at the 18th meeting of the 21st Board of Directors on November 11, 2020, to standardize the risk management operational procedures of each department and define risk measurement standards, and implemented risk management accordingly. | ||||
| 2. On September 18, 2025, the President served as the convener and convened the heads of each department to convene the "Risk management meeting" in 2025 to discuss potential risks and countermeasures. | ||||
| 3. On November 10, 2025, the Audit Office reported the implementation status of risk management for 2025 to the Board of Directors, and disclosed on the Company's website. | ||||
| (VIII) Implementation of customer policy: The Company has set up a sales department to provide customers with services and answer questions about corporate products and maintain smooth communication channels with customers. | ||||
| (IX) The Company's purchase of liability insurance for directors and supervisors: The Company has purchased liability |
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Note 1: No matter whether "Yes" or "No" is selected for the operation status, it shall be explained in the summary description column.
Note 2:
Mayer Steel Pipe Corporation
2025 CPA Independence Assessment Form
| CPA independence assessment criteria | |||
|---|---|---|---|
| Evaluation Items | Evaluation results | Independence | |
| 1. As of the most recent certification assignment, there has been no replacement within seven years. | Yes | Yes | |
| 2. There is no significant financial interest relationship with the client. | Yes | Yes | |
| 3. Avoidance of any inappropriate relationship with the client. | Yes | Yes | |
| 4. CPAs shall ensure the honesty, impartiality and independence of their assistants. | Yes | Yes | |
| 5. The financial statements of the service organization in the two years prior to practicing the law shall not be audited. | Yes | Yes | |
| 6. The name of the CPA shall not be used by another person. | Yes | Yes | |
| 7. Not holding shares of the Company and affiliated companies. | Yes | Yes | |
| 8. Not in any loan arrangement with the Company and its affiliated companies. | Yes | Yes | |
| 9. Does not have joint investment or profit-sharing relationship with the Company or its affiliated enterprises. | Yes | Yes | |
| 10. Does not receive fixed salary in regular jobs of the Company or affiliated enterprises. | Yes | Yes |
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| 11. Not involved in the decision-making management of the Company or its affiliated companies. | Yes | Yes |
|---|---|---|
| 12. Not engaged in any other business that may lose its independence. | Yes | Yes |
| 13. Not a spouse or a relative within the second degree of kinship to any of the Company's management personnel. | Yes | Yes |
| 14. No business-related commission was received. | Yes | Yes |
| 15. Up to now, there has been no punishment or violation of the independence principle. | Yes | Yes |
I. The certified public accountant appointed by the Company is not a director, supervisor, managerial officer, employee, or shareholder of the Company or any of its affiliated companies, and confirmation that the certified public accountant is not an interested party complies with the requirements of the competent authority for judgment of independence.
II. The Company regularly assesses (once a year) the independence of the CPAs, and the CPAs have also issued a declaration of independence for the audited work entrusted. The appointment and remuneration of the 2025 financial and tax CPAs were approved by the board of directors on March 12, 2025. (The appointment and remuneration of the 2026 financial and tax CPAs were approved by the board of directors on March 12, 2026.)
Note 3: Continuing education of Corporate Governance Officer:
| Serial number | Training institutions | Course name | Period of continuing education | Hours of continuing education | |
|---|---|---|---|---|---|
| From | To | ||||
| 1 | Securities & Futures Institute | 2025 Promotion Seminar on the Insider Equity Transaction in Compliance With Laws | 2025/07/25 | 2025/07/25 | 3.0 |
| 2 | Taiwan Investor Relations Institute | Obligations Directors and Insiders of Public Listed Companies Must Know: Practical Cases | 2025/08/12 | 2025/08/12 | 3.0 |
| 3 | Taiwan Investor Relations Institute | Strengthening Corporate Governance and Compliance Through Current Event Case Studies. | 2025/11/10 | 2025/11/10 | 3.0 |
| 4 | Financial Supervisory Commission | Net Zero Transformation Seminar – Steel Industry | 2025/11/20 | 2025/11/20 | 2.0 |
| 5 | Taiwan Investor Relations Institute | Outputting Sustainable Value: ESG Storytelling and Silver Economy Strategy | 2025/12/18 | 2025/12/18 | 3.0 |
(IV) Establishment of the Remuneration Committee, and its composition, duties and operation:
The Company's Remuneration Committee was established on December 26, 2011 with three members.
- The Committee shall exercise the due care of a good administrator to faithfully perform the following duties, and submit its recommendations to the Board of Directors for discussion. However, the remuneration to directors is proposed to the board of directors for discussion, and the remuneration to directors is limited to those stipulated in the company's Articles of
Incorporation or authorized by the board of directors through resolutions of the shareholders' meeting:
(1) Regularly reviewing the Articles of Incorporation and proposing amendments.
(2) Regularly review the policies, systems, standards and structures of the performance evaluation and remuneration of directors and managers.
(3) Regularly evaluate the salaries and remunerations of directors and managers.
- When performing the functions and powers in the preceding paragraph, the Committee shall follow the following principles:
(1) The performance evaluation and remuneration of directors and managers shall be based on the general payment level of the industry, and the reasonableness of the connection between individual performance, the Company's operating performance and future risks shall be considered.
(2) Directors and managers shall not be induced to engage in behavior that exceeds the Company's risk appetite in order to seek remuneration.
(3) The percentage of remuneration to directors and senior managers for their short-term performance and the timing of payment of part of their variable salaries shall be determined in consideration of the characteristics of the industry and the nature of the Company's business.
-
Remuneration referred to in the preceding two paragraphs includes cash remuneration, stock options, bonus shares, retirement benefits or severance pay, various allowances and other measures with substantive incentives; its scope shall be consistent with that required to be stated in the annual report of a public company. The remuneration to directors and managers is consistent with the standards.
-
When the board of directors discusses the committee's recommendations, it should comprehensively consider the amount of remuneration, payment method, and the company's future risks.
-
When the Board of Directors does not adopt or modifies the recommendations of this committee, it should be approved by more than two-thirds of all directors present and more than half of the attending directors, and the resolution should comprehensively consider and specifically explain whether the approved compensation is better than the recommendation of the committee.
-
If the remunerations approved by the Board of Directors are better than the recommendations of the Committee, the discrepancy and reasons shall be noted in the minutes of the Board Meeting, and announced on the information reporting website designated by the competent authority within two days from the date of the approval by the Board of Directors declaration.
-
57 -
Table 2-2-1
(1) Members of the Remuneration Committee
April 20, 2025
| By identity (Note 1) | Criteria Name | Professional qualification and experience | Status of independence (Note 2) | Number of other public companies serving as Remuneration Committee member concurrently |
|---|---|---|---|---|
| Independent Director (Convener of the Remuneration Committee) | Huang-Chi Liu | ●Over nine years of experience as an independent director ●Experience in leadership of functional committees ●Member of the board of directors of other listed companies ●Professional experience (legal/risk/management) | Compliance of independence | None. |
| Independent Director | Sheng-Ta Wu | ●Professional experience (business marketing/risk/management) | Compliance of independence | None. |
| Independent Director | Shu-Tzu Chen | ●Years of experience of independent directors in other listed companies ●Experience in leadership of functional committees ●Member of the board of directors of other listed companies ●Professional experience (accounting/risk/management) | Compliance of independence | None. |
Note 1: All Remuneration Committee members are independent directors. Please refer to the Appendix for Directors' Information in this annual report.
Note 2 : Independence requirements:
Members meet the following conditions at any time during active duty and two years prior to election:
(1) Not employed by the Company or its affiliates.
(2) Directors and supervisors who are not directors or supervisors of the company or its related enterprises (provided that if they concurrently serve as independent directors of the company, its parent company, subsidiary, or subsidiary of the same parent company established under this law or local laws and regulations, they are not subject to this restriction).
(3) Not a natural-person shareholder who holds $1\%$ or more of the total number of issued shares of the Company in the name of himself/herself, his/her spouse, underage children, or someone else in shareholding, or ranks among the top 10 by shareholdings.
(4) Not a manager listed in (1) or a spouse, relative within the second degree of kinship, or direct blood relative within the third degree of kinship of any of the personnel listed in (2) or (3).
(5) A director who is not an institutional shareholder who is not an institutional shareholder who directly holds $5\%$ or more of the total number of issued shares of the company, ranks among the top five in shareholding, or who designates a representative as a director or supervisor of the company in accordance with Article 27, Paragraph 1 or 2 of the Company Act; Supervisors or employees (not applicable to independent directors appointed by the Company and its parent company or subsidiary or a subsidiary of the same parent in accordance with the Act or the laws and regulations of the local country).
(6) Directors, supervisors, or employees of other companies not controlled by the same person for which more than half of the Company's directors or voting shares are controlled by the same person (However, This restriction does not apply to independent directors appointed by the Company in accordance with the Act or the laws and regulations of the local country.
(7) Not a director, supervisor, or employee of any other company or institution in which the Chairman, President or equivalents of the company are the same person or spouse (however, this restriction does not apply to independent directors appointed in accordance with the local Act or the laws and regulations by independent directors of a subsidiary or a subsidiary of the same parent).
(8) Not a director, supervisor, managerial officer, or shareholder holding more than 5% of the shares of any specified company or institution that has financial or business dealings with the Company. However, this restriction does not apply if the specified company or institution holds between 20% and 50% of the Company's issued shares and the directors or supervisors, including independent directors appointed in accordance with local laws and regulations, serve concurrently in the Company, its parent company, a subsidiary, or a subsidiary under the same parent company.
(9) Non-professionals, sole proprietors, partnerships, companies, or institutions that provide commercial, legal, financial, or accounting services to the Company or its affiliates, or to receive cumulative remuneration less than NT$500,000 in the most recent two years. Business owners, partners, directors, supervisors, managers and their spouses. Except for members of the remuneration committee, public acquisition review committee, or special committee for mergers and acquisitions performing their functions and powers in accordance with the Securities and Exchange Act or the Business Mergers And Acquisitions Act.
(10) None of the conditions specified in Article 30 of the Company Act.
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(2) Operations of the Remuneration Committee
I. The Company's Remuneration Committee consists of 3 members.
II. The term of office of the current (sixth) term members: June 9, 2025 to May 27, 2028. The Remuneration Committee met four times in 2025 (A). The qualifications and attendance of members are as follows:
| Title | Name | Actual attendance (B) | Attendance by proxy | Actual attendance rate (%) (B/A) (Note) | Remarks |
|---|---|---|---|---|---|
| Convener | Huang-Chi Liu | 4 | 0 | 100 | |
| Committee member | Chih-Wei Chang (former) | 3 | 0 | 100 | |
| Committee member | Shu-Tzu Chen | 4 | 0 | 100 | |
| Committee member | Sheng-Ta Wu | 1 | 0 | 100 | |
| Other information to be disclosed: | |||||
| I. If the Board of Directors does not adopt or amend the suggestions of the Remuneration Committee, the date and term of the Board meeting, the contents of the motion, the resolutions of the Board of Directors, and the Company's handling of the Remuneration Committee's opinions shall be disclosed (e.g., the difference and the reason should be stated): Both were adopted. | |||||
| II. For resolutions adopted by the Remuneration Committee, to which a member has a dissenting or qualified opinion that is on record or stated in a written statement, state the meeting date, term, contents of motions, opinions of all members, and the handling of such opinions: | |||||
| No such situation. | |||||
| III. Operation of the Remuneration Committee in the last year: | |||||
| Date | Term | Agenda | Committee's opinions and resolutions | The Company's handling of the opinions of the Remuneration Committee | |
| 2025.1.23 | The 5th committee | ||||
| The 8th meeting | Reviewed and approved the distribution of the Company's 2024 annual bonuses to officers. | Agreed and passed by all attending committee members. | Agreed and passed | ||
| Reviewed and approved the salary sharing between the Company's two new Associates. | Agreed and passed by all attending committee members. | Agreed and passed |
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| 2025.4.17 | The 5th committee
The 9th meeting | Reviewed and approved the Company's 2024 distribution of remuneration to employees and directors. | Agreed and passed by all attending committee members. | Agreed and passed |
| --- | --- | --- | --- | --- |
| | | Review and approval of pension contribution for managers of the Company. | Agreed and passed by all attending committee members. | Agreed and passed |
| 2025.5.12 | The 5th committee
The 10th meeting | Reviewed and approved the proposal of salary adjustment for Vice President Yu-Chi Huang. | Agreed and passed by all attending committee members. | Agreed and passed |
| | | Reviewed and approved the proposal of salary adjustment for Vice President Jeffrey Chen | Agreed and passed by all attending committee members. | Agreed and passed |
| | | Reviewed and approved the salary proposal for the Company's accounting supervisor. | Agreed and passed by all attending committee members. | Agreed and passed |
| 2025.6.9 | 6th term
The 1st meeting | Election of convener for the 6th Remuneration Committee. | All members in attendance elected independent director Huang-Chi Liu as convener of the Company’s 6th Remuneration Committee. | Approved |
| IV. Regularly review the policy system of remuneration
(I) The Committee shall exercise the care of a good administrator to faithfully perform the following duties, and submit its recommendations to the board of directors for discussion. However, the proposal for the remuneration of supervisors to the board of | | | | |
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directors for discussion is limited to those stipulated in the Articles of Incorporation of the company or authorized by the board of directors through resolutions of the shareholders' meeting:
- Review the Procedures on a regular basis and propose amendments.
- Regularly review the policy, system, standard and structure of the performance evaluation and remuneration of directors, supervisors and managers.
- Regularly evaluate the remuneration to directors, supervisors and managers.
(II) When performing the functions and powers in the preceding paragraph, the Committee shall follow the following principles:
- The remuneration to directors can be roughly divided into (1) remuneration, (2) director remuneration, and (3) service execution expenses.
(1) The remuneration primarily consists of directors' salaries, which are based on Article 21 of the company's Articles of Incorporation, authorizing the board to consider their participation and contribution value to the company's operations, and to refer to the board's performance evaluation method for regular assessments (e.g., grasp of company goals and missions, participation in company operations, internal relationship management and communication, directors' professional contributions). The performance evaluation results of the board in 2025: The self-assessment score of the board was 4.73, and the average self-assessment score of board members was 4.77, both rated as excellent or above, and referenced the usual standards in the industry for payment.
(2) The remuneration to Directors is distributed in accordance with Article 40 of the Articles of Incorporation of the Company. If there is profit in the year, no more than 3% of the remuneration shall be set aside as remuneration to directors. Therefore, it is highly correlated with the operating performance of the Company.
(3) Business execution expenses are mainly transportation expenses.
- The remuneration paid to managers (including President and Vice Presidents) by the Company can be roughly divided into (1) salaries, (2) Severance pay and refund, (3) bonuses and (4) employee remuneration. Remuneration for executives (including the general manager and deputy general manager), in addition to salary and retirement benefits, is based on the company's operational performance. Article 40 of the company's Articles of Incorporation stipulates that if the company is profitable in a given year, 1% to 5% should be allocated for employee remuneration.
Consider the managerial officers' performance evaluation items, including: financial indicators: the company's revenue, the achievement rate of net income before and after tax, the calculation and payment method of the Company's performance bonus (excerpted below): calculation method (1). and the performance bonus, which is the basis of cash dividend calculation. =A+B+C+D (A.Total shipment of carbon steel pipes; B.Total shipment of stainless steel pipe; C.Total shipment of carbon steel, D.Total shipment of stainless steel; Calculated based on operating income; (2) Operating income before directors' monthly remuneration * 2%. Total amount of performance bonus = (1) + (2). The multiples of bonus for
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supervisors are given according to the grade of supervisor. After the factory manager has reviewed the bonuses and reported them to the Company, the bonuses are disbursed by the 25th day of the following month.
Non-financial indicators: Moral hazard incidents for managers or other negative impact on the Company's image or goodwill; influence, internal management misconduct, personnel abuse, etc.; compliance or operational risk of the department where any significant deficiencies are identified, appropriate adjustments and distributions are made. The Company's Remuneration Committee assesses the salaries of managerial officers on a regular basis, therefore it is highly correlated to the Company's operating performance.
(III) Remuneration referred to in the preceding two paragraphs includes cash remuneration, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other measures with substantive incentives; The remuneration to directors, supervisors, and managers is consistent with the standard mentioned.
(IV) When the board of directors discusses the committee's recommendations, it should comprehensively consider the amount of remuneration, payment method, and the company's future risks.
(V) When the Board of Directors does not adopt or modifies the recommendations of this committee, it should be approved by more than two-thirds of all directors present and more than half of the attending directors, and the resolution should comprehensively consider and specifically explain whether the approved compensation is better than the recommendation of the committee.
(VI) If the remunerations approved by the Board of Directors are better than the recommendations of the Committee, the discrepancy and reasons shall be noted in the minutes of the Board Meeting, and announced on the information reporting website designated by the competent authority within two days from the date of the approval by the Board of Directors declaration.
Note 1: If a member of the Remuneration Committee resigns before the end of the year, the resignation date should be noted in the remarks column, and the actual attendance rate (%) should be calculated based on the number of meetings of the Remuneration Committee during their tenure and their actual attendance.
Note 2: If there is a change in the Remuneration Committee before the end of the year, both the outgoing and incoming members should be listed, and it should be noted in the remarks column whether the member is outgoing, incoming, or re-elected, as well as the date of the change. The actual attendance rate (%) is calculated based on the number of meetings of the Remuneration Committee and the actual number of attendance during the term of his or her employment.
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(V) Implementation of Sustainable Development and Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx-Listed Companies, and the Reasons for Such Deviations; Companies meeting certain criteria shall disclose climate-related information (see Table 2-2-3).
Table 2-2-2
Implementation of sustainable development and deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx-listed Companies and the reasons therefor:
| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | |||
| I. Whether the Company has established a governance structure to promote sustainable development, and set up a dedicated (part-time) unit to promote sustainable development, and is the management authorized by the board of directors to handle it, and is it supervised by the board of directors? | V | The Company's President serves as the convener of sustainable development promotion, and various departments form a sustainable development task force. The task force is responsible for formulating strategies and work guidelines, planning and implementing initiatives, and tracking results to ensure the successful execution of sustainable development. The Finance Department concurrently serves as the concurrent sustainable development unit. | |||
| To enhance sustainable development and strengthen its governance mechanisms, the Company established the “Sustainable Development and Risk Management Committee” under the Board of Directors in August 2025. The Committee—comprised of three independent directors—is responsible for reviewing, tracking, and revising the implementation and effectiveness of sustainable development initiatives, and reporting its findings to the Board of Directors. | |||||
| The sustainable development promotion team reported on the implementation of sustainable development initiatives to the Board of Directors on March 13, August 12, and November 10, 2025. | |||||
| The Board of Directors convenes once every two months to review corporate operating performance, discuss important ESG strategy topics, implementation status and effectiveness, and key material events, including economic, environmental, and social impacts, risks, and opportunities. | |||||
| The "2024 Sustainability Report" prepared by the Company was verified by PwC Taiwan and the verification report was obtained. | |||||
| The "2024 Sustainability Report" was approved by the Board of Directors on August 12, 2025. | |||||
| Concrete plans for promoting sustainable development and implementation results: | |||||
| At Mayer Steel Pipe, we operate on the principle of “giving back to the community”, and encourage our employees to engage in public service initiatives – including social welfare, environmental protection, and education promotion. By doing this, we foster positive relationships with local neighborhoods while demonstrating our corporate social responsibility. | |||||
| Environmental aspects: | No difference. | ||||
| Item | Promotional initiatives | Implementation outcomes |
| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||
| Energy efficiency | Replace high-energy equipment annually. | In 2025, a total of NT$ 360,300 was invested to replace production equipment, including air compressors, which has effectively lowered energy consumption. The contract for the galvanizing facility upgrade was signed in 2025 and is expected to be completed in 2026. | ||||
| Water Resources | Investment in green, environmentally sustainable machinery and equipment. | We invested NT$33,812,300 to build a wastewater treatment evaporator, which was completed in 2024. This addressed the challenge of industrial wastewater purification and reuse. The equipment quickly processes tens of tons of wastewater generated daily during production, and testing demonstrated that 99.6% of the water is recovered as pure water for reuse, leaving only 0.4% solid waste. By reusing the purified water, the Company achieved zero wastewater discharge, demonstrating a commitment to environmental protection and reducing operational costs, and contributing to sustainable development and a circular economy. | ||||
| Air Quality | Replace air pollution control equipment annually. | NT$410,000 was invested in 2025 to complete the replacement of the dust collection equipment, effectively reducing air pollutant emissions. | ||||
| Sustainable value creation | Invest in renewable energy infrastructure. | From 2019 to 2023, the Company invested in solar power generation equipment installed on the plant roof, totaling NT$5,421,000. In 2025, power generation reached 1,340,042 degrees, resulting in an annual carbon reduction of 635.18 tCO2e. | ||||
| Social aspects: | ||||||
| Item | Promotional initiatives | Implementation outcomes | ||||
| Community Public Welfare | Caring for the local community - festival event sponsorship | The Company donated to local civic and religious activities, sponsoring them with a total of NT$1,500 in 2025. This support helped foster the development of various local events and maintain positive relationships with the surrounding community. | ||||
| Caring for the local community - fostering neighborly ties | Sponsored community celebrations for three traditional festivals in 2025, with a total sponsorship of NT$20,000, maintaining positive community relations. Nine computer monitors were donated to Renai Junior High School. | |||||
| Charity events | We continue to support and care for disadvantaged communities, guided by our principle of giving back to society. In 2025, charitable purchases and donations totaled NT$13,052. | |||||
| Corporate social responsibility | Industry-Academia Collaboration | The Company provides internship opportunities and comprehensive practical courses in cooperation with universities to train young talent, enhance practical experience, and improve professional skills. This helps them acquire substantial workplace experience before graduation. The schools we worked with in 2025 are: |
| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | |||
| Taipei City University of Science and Technology - 5 students | |||||
| Chihlee University of Technology - 2 students | |||||
| Chang Gung University - 1 student | |||||
| Workplace diversity and inclusion | Gender equality | The Company prioritizes a positive and inclusive workplace environment. As of 2025, women made up 19% of the total workforce, and 30% of managerial positions were held by women. As for policies, the Company has established "Work Rules", "Measures for the Prevention, Handling, and Disciplinary Actions for Sexual Harassment", and "Procedures for Employee Onboarding, Probation, Hiring, and Initial Salary". These clearly articulate the protection of employee rights and ensure colleagues receive appropriate care. Lactation rooms are also available for employees who require them, and nurses have been arranged to come to the Company to provide employee consultations. The Company is committed to creating a gender-friendly work environment and fostering a diverse and inclusive workplace where women can fully realize their potential. | |||
| Workplace diversity and inclusion | Respect for employee rights | The Company has established a "Human Rights Policy," committed to creating an equal and respectful working environment and protecting employees' labor rights. This includes respecting employees' freedom of association, caring for disadvantaged groups, prohibiting child labor, eliminating forced labor and employment discrimination, preventing any acts that infringe upon human rights, and ensuring gender equality with fair treatment for all employees. The Company's remuneration policy also ensures that salary decisions are not influenced by gender, age, race, religion, or political affiliation. The Company provides a safe and healthy working environment and ensures equal treatment of employees. External instructors are hired to conduct Mandarin classes for foreign employees, helping them integrate into the workplace and society. | |||
| Occupational Health and Safety | Ensure employee work environment safety | We prioritize employee well-being by maintaining a safe work environment and implementing personal safety protection measures, including access control, equipment maintenance and inspection, disaster prevention and response protocols, and regular safety and health education and training. Plant fire drills: June and December 2025 | |||
| Occupational Safety and Health Committee meetings: January, April, July, and October 2025. | |||||
| Governance aspects: | |||||
| Item | Promotional initiatives | Implementation outcomes | |||
| Corporate governance | The Board of Directors maintains management and oversight mechanisms to | The Board of Directors formulates the Company's business strategies and holds accountability to shareholders and other stakeholders. Directors are expected to carry out their duties with integrity and fulfill their |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | |||
| ensure effective company operations. | obligations with the utmost care, exercising their authority prudently. Matters pertaining to business operations and the implementation of governance procedures, unless otherwise stipulated by law or the Company's Articles of Incorporation, are subject to Board resolutions. In 2025, a total of seven Board of Directors meetings were held. | ||||
| Compliance and ethical management | We reinforce employee commitment to compliance with integrity management standards through periodic awareness campaigns and training sessions. | The Company is committed to compliance and integrity, and requires all employees to fully understand and adhere to the code of professional ethics. In 2025, 184.93 hours of education and advocacy were conducted for directors and management personnel, and employees. | |||
| Major Risk Events | Management and prevention of potential crises with a material impact on operations, or finances. | On September 18, 2025, the President acted as the convener and called the 2025 “Risk Management Meeting”, bringing together department heads to discuss potential risks and corresponding response strategies. On November 10, 2025, the results of each department’s risk management assessment and implementation for the year were reported to the Sustainable Development and Risk Management Committee (composed of three independent directors), which oversees risk management. A report was also presented to the Board of Directors on the same day. | |||
| II. Does the Company conduct risk assessments on environmental, social and corporate governance issues related to company operations in accordance with the principle of materiality, and establish relevant risk management policies or strategies? | ✓ | The data and risk assessment boundaries disclosed are based on the Company's sustainable development performance from January to December 2025 (excluding subsidiaries). | |||
| In order to implement corporate governance, reduce the Company's operational risks, and reasonably ensure the achievement of goals, the "Risk Management Policy and Procedures" has been formulated for compliance, and was submitted to the Board of Directors on November 11, 2020 for discussion and approval. | |||||
| For the text of the "Risk Management Policy and Procedures," please refer to the "Risk Management" section of the "Corporate Governance" on the Company's website. | |||||
| Major risk types identified, assessed items and relevant countermeasures: On September 18, 2025, the President acted as the convener and called the 2025 “Risk Management Meeting”, bringing together department heads to discuss potential risks and corresponding response strategies. On November 10, 2025, the results of each department’s risk management assessment and implementation for the year were reported to the Sustainable Development and Risk Management Committee (composed of three independent directors), which oversees risk management. A report was also presented to the Board of Directors on the same day, and the information was disclosed on the Company’s website. | No difference. | ||||
| Material Issues | Risk Assessment Items | Related Response Measures | |||
| Environment | Environmental | 1. Reduce waste at the source and segregate |
| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||
| Impact and Management | storage, and gradually adopt reuse as an alternative for disposal. | |||||
| 2. Work with multiple waste removal and transportation companies and processing companies, and compare processing costs from each in compliance with regulations. | ||||||
| 3. In response to increasingly stringent regulations, wastewater treatment equipment has been regularly reviewed for treatment efficiency. | ||||||
| 4. Understand the latest treatment technology on the market to improve the efficiency of wastewater treatment. | ||||||
| 5. Conduct regular leakage drills to enable personnel to promptly prevent wastewater from entering drains and causing environmental pollution. | ||||||
| 6. Continue to implement carbon reduction measures and replace energy-consumed equipment. | ||||||
| Society | Occupational safety | 1. Enhance hearing protection (ear muffs) for level-2 noise inspectors. | ||||
| 2. Annual special noise inspections and regular follow-up by on-site medical personnel are conducted. | ||||||
| 3. Improve equipment automation projects to reduce operating personnel contact time. | ||||||
| (4) High-risk operations: Before the construction, the contractors and relevant units are convened to discuss the contents of the construction. | ||||||
| 5. General construction work: Assist all applying units in accurately submitting dangerous work permit applications. | ||||||
| 6. Site personnel must obtain the necessary certifications and follow the standard operating procedures. | ||||||
| 7. Patrol inspection: Conduct regular patrol inspections and keep records. | ||||||
| Corporate governance | Integrity | 1. Find the true cause of the product's failure to meet customer requirements, and propose corresponding improvement measures to gradually reduce the recurrence. | ||||
| 2. Continue to improve the quality system and implementation. | ||||||
| Operation | 1. Implement annual credit limit reviews and conduct risk assessments of the overall environment and clients' operations; limits are adjusted as needed to mitigate credit risk. | |||||
| 2. Implement multi-source procurement of raw materials and strengthen manufacturing flexibility to reduce costs and enhance sales performance. | ||||||
| 3. Keep abreast of domestic and foreign market information and sources of supply as the basis for purchasing decisions. | ||||||
| Finance | 1. Collect relevant information on exchange rate changes to stay informed of exchange rate trends and decide when to convert currencies or hold foreign currency deposits. |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||
| 2. Monitor the changes in the interest rate market and negotiate the advantageous interest rate to control the Company's financing costs. | ||||||
| Legal compliance | 1. All departmental personnel must stay up-to-date on new or revised government policies and regulations relevant to their areas and report promptly to their supervisors for necessary action and adjustments to internal management practices. | |||||
| 2. Strengthen employee training, both internal and external. | ||||||
| Information security | 1. Continue to introduce and update information security solutions to manage the usage behavior of the monitoring system, mainframe and network. | |||||
| 2. Regularly inspect IT equipment operation and replace obsolete equipment as needed. | ||||||
| 3. Install antivirus, anti-hacking, and cybersecurity software, and update the virus definitions regularly. | ||||||
| 2. Develop intellectual property management plans linked to operational goals | ||||||
| (1) Report on intellectual property rights-related matters to the Board of Directors quarterly in Q4 of each year. The most recent report was submitted on November 10, 2025. | ||||||
| (2) The main implementation this year is as follows: | ||||||
| In 2025, all three new administrative staff members signed confidentiality agreements and consent forms regarding intellectual property rights. | ||||||
| In October 2025, intellectual property rights advocacy was conducted for administrative staff members. A total of 101 people participated, with a total of 33.6 hours dedicated to the advocacy program. | ||||||
| (3) List of intellectual property and results obtained: | ||||||
| On January 6, 2023, the trademark for "MAYER" was successfully renewed. | ||||||
| III. Environmental Issues | ||||||
| (I) Has the Company established an appropriate environmental management system based on the characteristics of its industry? | ☑ | (I) | ||||
| 1. Environmental management system | ||||||
| The Company is a manufacturer of carbon steel and stainless steel pipes. We have upheld the concept of environmental protection and contributed to the environment, and have formulated environmental safety and health management measures in accordance with the environmental regulations established by the Ministry of Environment (such as the Air Pollution Control Act, the Water Pollution Control Act, the Waste Disposal Act, and the Toxic and Concerned Chemical Substances Control Act). To achieve a healthier environment and accomplish the objective of sustainable operations, we comply with the following principles to implement the environmental safety and health management system: | ||||||
| (1) Comply with relevant environmental laws and regulations. | ||||||
| (2) Promote environmental, health, and safety (EHS) management systems and risk management. | (I) No difference. |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies |
|---|---|---|
| Yes | No | Summary description (Note 2) |
| (II) Is the Company committed to improving energy efficiency and using recycled materials with low impact on the environment? | ✓ | |
| (4) Regularly review environmental management performance. | ||
| (5) Promote environmental awareness among all employees. | ||
| 2. Status of implementation | ||
| (1) Record air pollution control equipment parameters daily. | ||
| (2) Record wastewater treatment parameters daily. | ||
| (3) Daily on-site inspections and weekly off-site environmental inspections (air, water, waste, toxic substances, and noise) to confirm compliance with regulations. | ||
| (4) Replace the internal wastewater of the air pollution scrubber monthly to reduce pollutant discharge from the plant. | ||
| (5) Confirm waste output weight and calculate the cost ratio monthly. | ||
| (6) Confirm chemical usage and ensure proper reporting monthly. | ||
| (7) Replace filter bags inside air pollution dust collectors quarterly to reduce pollutant emissions from the factory. | ||
| (8) Monitor groundwater externally quarterly for pollutant leakage into the soil. | ||
| (9) Monitor wastewater discharge concentrations through external testing every six months. | ||
| (10) Clean wastewater tanks annually to reduce pollutant discharge. | ||
| (11) Monitor concentrations of air pollutants from waste and emissions through external testing annually. | ||
| (12) In 2025, NT$410,000 was invested to replace the dust collection equipment and reduce air pollutant emissions. | ||
| (13) In 2025, three environmental education and training sessions were held with a total of 83 participants, enhancing employee environmental awareness and engagement. | ||
| 3. Environmental management system certification | ||
| The Company obtained ISO 14001 environmental management system certification in 2009, and the latest certificate is valid from January 5, 2024, to January 4, 2027. | ||
| (II) | ||
| 1. Energy consumption of the Company (all plants, excluding subsidiaries): | (II) No difference. | |
| Category | Item | 2024 Consumption (GJ) |
| Direct energy | Natural gas | 60,597.81 |
| Gasoline | 309.25 | 277.08 |
| Diesel | 643.65 | 590.06 |
| Indirect energy | Electricity | 41,069.25 |
| Non-renewable energy | Subtotal | 102,619.96 |
| Renewable energy | Self-generation and self-consumption | 0 |
| Procurement | 0 | 0 |
| Subtotal | 0 | 141.20 |
| Total energy | Total | 102,619.96 |
| Renewable energy percentage | 0% | |
| 2. Energy policy: | ||
| As extreme climate events intensify, climate change has increasingly become a global concern. Mayer Steel Pipe actively monitors both |
| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||
| domestic and international environmental issues, including global warming, air quality, pollution, and the availability of natural resources. To support our commitment to sustainable operations and emphasize energy efficiency and GHG management, we have developed an energy management plan to clearly define improvements in energy efficiency, energy conservation, and carbon reduction. In our production process, the main sources of energy are natural gas, purchased electricity, and diesel. To utilize resources more effectively and save energy, the Company has established water and electricity conservation guidelines. The R&D department is responsible for building an energy management mechanism. (1) Conduct energy monitoring and measurement management. (2) Introduce high-performance, energy-efficient equipment and phase out old, high-consumption equipment. (3) Continue to monitor energy improvement results and annual energy-saving goals. (4) Promoting power conservation efforts. (5) Enhance employees’ energy management awareness and promote an energy-saving culture. 3. Energy reduction targets: Using 2021 as the base year, energy intensity is reduced by 2% each year. 4. Promotional measures: (1) Regularly inspect the plant area, turn off non-essential power, and encourage employees to adopt the habit of switching off lights. (2) Curtains have been installed in public areas to reduce air conditioning energy consumption. (3) The plant’s entire lighting system has been upgraded from traditional light bulbs to LED energy-saving models. (4) An interlocking control system has been added to the compressor room, which automatically switches the air compressor on or off by monitoring air pressure according to production process needs. (5) Solar panels have been installed on plant rooftops for self-consumption. (in 2025, a total of 39,222 degrees of electricity was generated for self-consumption) (6) Conduct routine maintenance of equipment to ensure optimal performance. (7) Periodically replace outdated equipment to further improve energy efficiency. Machines and equipment invested in for energy saving in 2025: 3 inverter air conditioners and 1 new air compressor 5. Achievement status 2021 (base year): 118,972.92 (GJ) 2025: 104,387.29(GJ) Reduction (ratio): 14,585.63 (12.26%) Achievement status: Target Achieved *Use of recycled materials with low environmental impact (1) Recycling and reusing metallic raw materials has improved resource use efficiency. (2) Pickling waste is recycled and reused as raw materials. (Waste acid is 100% recycled and reused) (3) Air pollution waste heat recovery is being used to dry sludge and |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||
| (III) Has the Company assessed the potential risks and opportunities posed by climate change to the Company at present and in the future, and taken relevant countermeasures? (IV) Does the Company keep statistics on the amount of greenhouse gas emission, water consumption and total weight of waste in the past two years, and establish policies for greenhouse gas reduction, reduction of water consumption or management of other waste? | ✓ | reduce waste weight. Reduce the sludge water content from 80% to 45%, saving 43% of disposal and transportation fees, and also reducing equipment power consumption. (III) The assessment of the risks and opportunities of climate change related to the Company and the countermeasures are listed in Table 2-2-3 of this annual report. (IV) I. GHG emissions 1. The Company's (including all plants, but not including subsidiaries) annual GHG emissions are as follows: (a) The Company's direct and indirect emissions: | (III) No difference. (IV) No difference. | |||
| 2024 | 2025 | |||||
| Emissions volume (tCO2e) | Emissions volume (tCO2e) | |||||
| Scope 1 | 3,090.72 | 3,273.99 | ||||
| Scope 2 | 5,407.45 | 5,177.39 | ||||
| Total volume | 8,498.16 | 8,451.38 | ||||
| Intensity | 1.77 | 1.95 | ||||
| (b) Other indirect emissions | ||||||
| 2024 | 2025 | |||||
| Emissions volume (tCO2e) | Emissions volume (tCO2e) | |||||
| Scope 3 | 193,717.06 | 158,766.55 | ||||
| The emission data for 2025 is the preliminary result, and it is expected that a third-party verification will be conducted at the end of May 2026. The complete and accurate information will be disclosed in the sustainability report. 2. The GHG inventory verification status, reduction management policies, reduction plans, and achievement status are listed in Table 2-2-3 of this annual report. II. Water consumption The water consumption of the Company (including all plants, but not including subsidiaries) is as follows: |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||||
| Year | Water usage (cubic meters) | |||||||
| 2024 | 12,818 | |||||||
| 2025 | 13,595 | |||||||
| 2. Water resource management policies:The Company values the sharing and protection of water resources, and pays special attention to the water resource environment of each production site. The Company manages and allocates water resources effectively and reduces resource consumption. We continue to move towards the "reduction -> recycling -> reuse" model to improve the efficiency of water resource utilization, and:(1) All employees are encouraged to conserve water and promote water resources.(2) Recycle and reuse of water resources to reduce reliance on raw water.(3) The Company will give preference to water-saving designs and continue to improve water efficiency.(4) Pursuing water efficiency maximization.3. Reduction targets:The Company has taken the following specific actions to further reduce water consumption and has reduced water use by 2% annually since 2021, the base year.4. Measures to drive weight reduction:Conserving water and protecting water resources are essential. To ensure the sustainable use of water resources, the Company has actively promoted the following water conservation measures:(1) Continuously save water in offices and plants, encouraging employees to conserve water.(2) Regularly inspect raw water and wastewater pipelines to prevent leakage and waste.(3) Irregularly maintain and replace wastewater purification equipment.(4) Comply with government management laws and regulations.5. Status of reduction target achievement: | ||||||||
| 2021 (base year) | 2025 | Reduction | Percentage of reduction (%) | Achievement Status | ||||
| Water usage (cubic meters) | 22,180 | 13,595 | 8,585 | 38.71% | Target Achieved | |||
| Water use intensity | 3.38 | 3.14 | 0.24 | 7.10% | Target Achieved | |||
| Water use intensity = Water withdrawal / Annual revenue (NT$ million) | ||||||||
| III. Total weight of waste1. Waste information of the Company (including all plants, but not subsidiaries) is as follows: |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||||
| Year | Non-Hazardous Industrial Waste (tons) | Hazardous Industrial Waste (tons) | Total weight (tons) | |||||
| 2024 | 6,403.47 | 14.68 | 6,418.15 | |||||
| 2025 | 6,714.07 | 19.93 | 6,734 | |||||
| 2. Waste reduction management policy: The Company has established a Waste Management Operations Manual, with the EHS management unit overseeing all aspects of waste management, including the organization and maintenance of storage areas and related facilities, as well as the subsequent delegation of waste disposal and treatment to authorized third-party entities. The Company ensures accurate reporting and compliance with relevant regulations to guarantee that all waste treatment activities adhere to local laws, and: (1) Strengthen waste management, increase the recycling ratio and sharing of resources. (2) Preference given to the use of recycled materials to reduce waste and facilitate recycling. (3) Commission legal vendors to dispose of waste. (4) Exercise stringent and cautious selection of raw materials and suppliers. (5) Continue to improve technology or seek eco-friendly materials. (6) Comply with environmental laws and regulations related to the Company's operations and product services, and customer regulations. 3. System verification: ISO 14001 Environmental Management System obtained. 4. Waste reduction targets: The Company has further implemented waste reduction through the following specific actions, and has reduced waste weight by 2% annually since 2022 (the base year). By 2030, the Company will achieve a total waste reduction of 20% compared to the base year weight. 5. Measures to drive waste reduction: (1) Establish guidelines to manage on-site waste handling, storage, and disposal operations to reduce waste treatment costs, lower environmental pollution, and continuously improve the environment. (2) Use process heat recovery to dry sludge, reducing environmental impact. (3) Properly sort garbage. (4) Waste transport and processing must be carried out by qualified vendors. (5) Improve raw material utilization efficiency in production to reduce waste output. 6. Waste reduction achievements | ||||||||
| 2022 (base year) | 2025 | Reduction | Percentage of reduction | Achievement Status |
| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | |||||||
| (%) | |||||||||
| Total waste weight (metric tons) | 7,102.56 | 6,734 | 368.56 | 5.19% | Target Achieved | ||||
| IV. Social Issues | |||||||||
| (I) Does the Company establish relevant management policies and procedures in accordance with relevant laws and international human rights conventions? | ☑ | (I) | |||||||
| Human Rights Policy | |||||||||
| Objectives and scope | |||||||||
| The Company firmly believes that respect for human rights and a dignified working environment are critical and is committed to supporting international human rights principles and norms, including the Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, the Ten Principles of the UN Global Compact, the International Covenant on Economic, Social and Cultural Rights (ICESCR), and the Convention on the Rights of the Child. The Company also complies with the laws and regulations of each location where it operates and treats all personnel with equality and respect. This policy applies to: | |||||||||
| • All managers and staff | |||||||||
| • Related enterprises, suppliers, and other stakeholders. |
Human rights commitment
Human rights issues are managed across six key areas:
(1) Labor rights: Prohibition of child labor, human trafficking and forced labor; compliance with wage and working hour regulations; provision of fair living wages, legitimate leave systems and safe and healthy working environments; safety and health training and support for work-life balance.
(2) Environmental rights: Promote green manufacturing and environmental protection actions, observe domestic and foreign environmental regulations and standards, protect the ecosystem, and reduce value chain environmental impact from operations.
(3) Expression and participation: Respect freedom of expression and participation, provide two-way communication channels, and protect privacy.
(4) Gender equality: Create a zero harassment, non-discriminatory working environment and eliminate unequal pay for equal work.
(5) Service and product responsibility: Establish technology research and development and manufacturing processes to prevent hazards and ensure information security and customer information.
(6) Governance and safety: Avoid benefit from human rights exploitation, ensure the effective operation of complaint mechanisms, and provide safety protection facilities.
Responsible Units
• Responsible units: Management Department.
• Implementing unit: Department heads.
Human rights due diligence
1. Procedure
To fulfill our corporate social responsibility and implement our human | | | | | | (I) No difference. |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | |||
| rights policy, we have established a human rights due diligence procedure, referencing the United Nations, international human rights guidelines, domestic laws and regulations, and the draft "Taiwan Supply Chain Enterprise Human Rights Due Diligence Handbook". This procedure involves human rights issue risk identification and assessment, the design of management measures and risk mitigation measures, and improvement and follow-up actions to effectively reduce the impact of human rights risk. | |||||
| Scope of due diligence: | |||||
| (1) All employees of the Company. | |||||
| (2) Tier 1 suppliers. | |||||
| Human rights due diligence procedure: | |||||
| Steps | Description | ||||
| 1 | Issue identification | Collect relevant human rights and environmental rights issues that may affect stakeholders throughout business operations. | |||
| 2 | Risk assessment | Conduct human rights risk assessments using questionnaires. | |||
| 3 | Prevention and mitigation | Risk mitigation and remedial measures for negative human rights impacts. | |||
| 4 | Tracking | Assess whether measures are effective in preventing or mitigating negative impacts. | |||
| 5 | Communication disclosure | Explain the human rights policy and the results of due diligence to the public. | |||
| 2. Execution | |||||
| Issue identification: | |||||
| With reference to international standards and human rights issues of concern to the industry, the Company has identified the following human rights issues: | |||||
| For company employees: The Company identified the following 10 human rights issues in 2026: | |||||
| (1) Employment discrimination. | |||||
| (2) Working hours. | |||||
| (3) Forced labor. | |||||
| (4) Inappropriate workplace conduct. | |||||
| (5) Child labor. | |||||
| (6) Freedom of association. | |||||
| (7) Protection of workers’ rights. | |||||
| (8) Privacy and personal data protection. | |||||
| (9) Occupational health and safety | |||||
| (10) Freedom of speech and grievance channels | |||||
| For tier 1 suppliers: The Company identified the following six human rights issues in 2026: | |||||
| (1) Employment discrimination. | |||||
| (2) Working hours. |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies |
|---|---|---|
| Yes | No | Summary description (Note 2) |
| (4) Inappropriate workplace conduct. | ||
| (5) Protection of workers’ rights. | ||
| (6) Occupational health and safety | ||
| Risk assessment: | ||
| Based on the above human rights issue identification, the Company distributed a questionnaire to its employees and tier 1 suppliers to assess potential risks. The results of this questionnaire were analyzed to prioritize human rights issues, with the Company focusing on those of greatest concern to the majority of respondents. | ||
| Employees: The major human rights risk issues that have been evaluated are, in order of priority, "Working Hours", "Inappropriate Workplace Conduct", and "Occupational Health and Safety". | ||
| Tier 1 suppliers: The main human rights risk issues of concern were identified as "Working Hours". | ||
| Prevention and mitigation: | ||
| In 2026, the Company assessed human rights risk issues related to all employees and tier 1 suppliers. Following prioritization based on potential impact, the Company proposed mitigation and remedies for the major human rights risk issues to reduce human rights risk. | ||
| Target | Key risk issues | Remedies |
| Employees | Working hours | 1. Grant make-up leave and overtime pay as required by law, and provide adequate rest. |
| 2. Unit managers should understand their team members’ workload and the reasons for long working hours. | ||
| 3. In case of any abnormality, HR proactively follows up with the hiring department and assists employees in resolving problems. | 1. Strengthen employee professional skills training and management supervision mechanisms to prevent excessive working hours. | |
| 2. Recruit additional personnel as needed by the organization. | ||
| Employees | Inappropriate workplace conduct | 1. Adopt appropriate preventive, corrective, disciplinary, and handling measures to protect the rights and privacy of the contracting parties. |
| 2. Use internal announcements to strictly prohibit inappropriate workplace conduct. | 1. Establish an employee grievance channel. | |
| 2. Provide counseling and support services. | ||
| 3. Periodically review and revise prevention and control measures, and related complaint procedures. | ||
| 2. Establish occupational safety and health management personnel to provide effective occupational safety and health management, and ensure workers have | 1. Establish an employee grievance channel. If related risk incidents occur, employees can communicate and respond immediately. | |
| 2. Implement investigation procedures for accidents, and revise standard operating procedures and equipment operating |
| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies |
|---|---|---|
| Yes | No | Summary description (Note 2) |
| (II) Does the Company establish and implement reasonable employee welfare measures (including remuneration, leave and other benefits), and appropriately reflect the business performance or results in the employee remuneration? | ✓ | |
| Suppliers | Working hours | The Company has a human rights policy in place to guide suppliers in adhering to the same standards and related regulations. |
| Communication and disclosure, and follow-up: (1) The Company annually evaluates the effectiveness of mitigation and remedial measures and reports the results in the annual report and other public information reports. (2) The Company has established a comprehensive grievance mechanism and channels for employees, suppliers, and other stakeholders for reporting illegal and human rights violations. Grievance mechanism and channels: Grievance mailbox:[email protected] Grievance hotline:(02)-2509-1199 #2600、2110 | ||
| (II) The Company's Employee Welfare Committee was established in October 1965. Since its establishment, all business activities have been implemented in accordance with the Employee Welfare Committee Charter. Benefits are summarized as follows: (1) Bonus and welfare benefits: Overtime pay, holiday bonuses, employee birthday cash gifts, year-end bonuses, and performance bonuses. (2) Leave benefits: two-day weekend, childcare leave, menstrual leave, annual leave, paternity check-up and paternity leave, maternity check-up leave, maternity leave, family care leave, wedding leave, and bereavement leave. (3) Insurance benefits: Labor insurance, national health insurance, accident insurance, employee/family group insurance, employee physical exam, employee pension, labor retirement contribution. (4) Dining benefits: employee meal allowance, meal compensation. (5) Clothing benefits: Employee uniform, safety helmets, and safety shoes. (6) Transportation benefits: Company cars, and subsidies for domestic and international business travel expenses. (7) Entertainment benefits: Domestic travel and issuance of travel vouchers. |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||
| (8) Subsidiary benefits: Marriage subsidy, birth subsidy, on-the-job training, funeral subsidy, injury and illness consolation payment, retirement bonus, scholarship for employees’ children, wedding gifts. | ||||
| (9) Employee remuneration: Appropriation of 1% to 5% as employee remuneration in accordance with the Articles of Incorporation. | ||||
| (10) Welfare funds: Welfare funds are appropriated at 0.05% of the net operating revenue, 20% of the scraps’ income and 0.5% of the monthly base salary on a monthly basis. |
The Company has set up a labor opinion box to take suggestions from employees and expand communication channels. Regular labor-management meetings are also held in accordance with the Implementation Measures for Labor-Management Meetings. In order to protect the rights and interests of both parties, strengthen bilateral cooperation, improve work efficiency, enhance member welfare, and promote business development, the two parties signed a group agreement on March 1, 2026. This agreement is effective for 3 years, within 3 months prior to expiration, the parties shall exchange representatives to discuss the renewal or conclusion of a new contract. For the main contents of the collective agreement, please refer to the "Employee Rights and Interests Protection Measures" under "IV. Operational Overview" of this annual report (Page 1193).
Business performance or results are reflected in employee remuneration:
I. Employee Remuneration
Article 40 of the Articles of Incorporation provides that: If the Company has profits for the year, it shall allocate 1% to 5% as employee compensation and not more than 3% as directors’ remuneration, and of the employee compensation referred to in the preceding paragraph, not less than 10% shall be allocated to grassroots employees in accordance with the Securities and Exchange Act. However, if the Company still has accumulated losses, it shall first reserve an amount to offset the losses, and then calculated the appropriations from the remaining balance. Employees’ remuneration may be paid in the form of shares or cash, and the remuneration may be paid to the employees of the Company and the subsidiaries of the Company who meet certain criteria. Remuneration to directors shall be in the form of cash only.
II. Operating performance is reflected in employee remuneration:
The Company has established the “Procedures for performance Bonus Calculation and Distribution”. Following settlement of the current month’s operating profit, a dedicated department calculates the performance bonus for that month and distributes it to employees before the 25th of the following month, reflecting the Company’s actual operating results in employee remuneration.
The Company’s performance bonus calculation and distribution method (excerpt below): Calculation Method
(1) Performance bonus is calculated based on shipments.
(2) Monthly remuneration to directors and employees based on operating profit, and is calculated as 2% of operating profit before remuneration to directors and employees.
(3) Total amount of performance bonus = (1) + (2). | |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||
| (III) Does the Company provide employees with a safe and healthy work environment, and provide employees with safety and health education on a regular basis? | ✓ | (III) I. Certification obtains: Obtained ISO 45001:2018 certification in December 2019. Current certification expiry date: 2025 /12 /26 - 2028 /12 /25. II. Implementation results of the labor operating environment: The Company complies with the relevant requirements of the Occupational Safety and Health Act and controls the labor workplace environment, assessing worker environmental exposure status. The Company adopts planning, sampling, monitoring, and analysis to build a healthy and happy workplace. To protect workers from harmful substances in the workplace and provide a healthy and comfortable working environment, we conduct work environment monitoring and schedule annual special health examinations. a. Work environment measurement items and frequency: | (III) No difference. | |||
| Plant | Item | Frequency | ||||
| Puxin Main Plant | Noise, toluene, ethyl acetate, n-butyl acetate, cyclohexanone, chromic acid, sulfuric acid, respirable dust, total dust. | Once/six months | ||||
| Puxin Main Plant | Wet-Bulb Globe Temperature. | Once/quarterly | ||||
| Youth-Shih Factory | Noise, methyl ethyl ketone, methanol, hydrofluoric acid, nitric acid, sulfuric acid, respirable dust, total dust. | Once/six months | ||||
| b. Annual health examination headcount: | ||||||
| Plant | General operations | Noisy operations | Dusty operations | |||
| Puxin Main Plant | 192 | 74 | 64 | |||
| Youth-Shih Factory | 66 | 25 | 18 | |||
| c. Status of safety and health audits: | ||||||
| Tasks to be performed | Frequency | |||||
| Safety and health personnel | Daily | |||||
| Unit operations supervisors | Daily | |||||
| Issue a corrective action report for any defect found on site | Unscheduled | |||||
| Overall audit by safety and health consulting firm | Every year | |||||
| External audit and verification of ISO 14001 and ISO 45001 | Every year | |||||
| III. Mechanical equipment safety management: For hazardous machinery and equipment in the plants, annual work |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies |
|---|---|---|
| Yes | No | Summary description (Note 2) |
| a. List of machinery and equipment requiring inspection: | ||
| Crane: 42 units. | ||
| Boiler: 1 units. | ||
| b. Mechanical equipment not subject to implementation inspections has been regularly inspected and maintained by external contractors annually. | ||
| The list is as follows: | ||
| Cranes of 3 tons and under: 16 units. | ||
| IV. Safety and health training: | ||
| Mechanical equipment personnel must obtain operation licenses and participate in license training courses as required by regulations. | ||
| a. List of safety and health-related certifications: | ||
| Certification Type | Number of people | Certification Type |
| Labor Safety and Health Affairs Supervisor | 5 | Labor Safety and Health Administrator |
| Fire Prevention Manager | 8 | First Responder |
| Hypoxic Work Supervisor | 3 | Special Chemical Substance Operations Supervisor |
| Organic Solvent Work Supervisor | 5 | Dust Operations Supervisor |
| Class B and Small Boiler Operator | 4 | Acetylene Welding Operator |
| Forklift Operator | 39 | Overhead Crane Operator |
| General High-Pressure Gas Operations Supervisor | 1 | High-Pressure Gas Specific Equipment Operator |
| ISO 14001 & ISO 45001 Internal Auditor | 24 | ISO 14064-1:2018 Internal Auditor |
| b. List of external safety and health training for 2025: | ||
| Plant | No. of people trained | Training hours(H) |
| Puxin Main Plant | 123 | 1816.5 |
| Youth-Shih Factory | 30 | 662 |
| c. Fire drills: | ||
| Plant | Training date |
| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies |
|---|---|---|
| Yes | No | Summary description (Note 2) |
| Youth-Shih Factory | 6. June and December | |
| V. Work safety and improvement measures | ||
| a. Disabling injury statistics for 2025: | ||
| Plant | Male | Female |
| Puxin Main Plant | 5 | 0 |
| Youth-Shih Factory | 3 | 0 |
| As a percentage of the total number of employees | 2.60% | 0 |
| b. Fire: | ||
| No fire incidents occurred in 2025. | ||
| c. Improvement: | ||
| Following the accident, the Company conducts a comprehensive review and implements improvements, immediately taking relevant corrective actions. These include revising self-inspection items, strengthening machine safety, and re-examining and implementing the Company's safety clauses. Meanwhile, a task force will be set up to manage subsequent recovery operations and actively care for injured colleagues, providing necessary assistance and support. | ||
| The Company inspects and improves equipment to more rigorous safety standards, ensuring a safe operating environment. | ||
| VI. Prevention of illegal infringement: | ||
| The Company has established and announced "Work Rules", a "Written Statement Prohibiting Workplace Violence", and "Measures for the Prevention, Handling, and Disciplinary Actions for Sexual Harassment" to prevent sexual harassment, workplace unlawful infringement, and bullying incidents, and to protect the rights and interests of victims. The procedures provide employees with channels for grievances and designate personnel to coordinate and handle them. | ||
| Grievance hotlines, fax numbers, and email addresses have been established at the Company and in its factories to protect employees from sexual assault and harassment, fostering a positive work environment. In 2025, there were no reports of sexual harassment, workplace unlawful infringement, or bullying incidents. | ||
| (IV) | ||
| Employee training and development plan | ||
| The Company believes that the key to sustainable business operations lies in continuously enhancing human capital, and education and training is essential to achieving this goal. Therefore, we encourage employees to pursue ongoing learning and self-improvement, and have developed a robust career development system—from onboarding new hires to building a succession pipeline—to foster a learning organization that balances commercial objectives with human capital benefits. This employee development plan ensures the sustainable development of both | Male | Female |
| (IV) Has the Company established an effective career development training program for its employees? | ☑ |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | |||
| our business operations and our talent capital. The employee development plan offers employees diverse career development opportunities, allowing them to maximize their strengths and potential in the workplace, achieve personal professional growth, and contribute to company value. | |||||
| 1. General Training – A Diverse Career Development System | |||||
| Name of Training Program | Description | ||||
| CommonWealth Innovation Academy | Goals: Digital transformation, trend insights, general competencies, professional skills, leadership and management, and CommonWealth top picks, with each category containing video, audio, and written content. | ||||
| Target: Leadership pipeline and general employees | |||||
| Total course hours: 1,720 hours | |||||
| Development focus: Innovation, digital proficiency, management skills, strategic thinking, leadership, market acumen, business operations, and global perspective. | |||||
| 2. Professional training – strategic talent development | |||||
| Name of Training Program | Description | ||||
| Professional certification courses | Goals: Enhance the professional knowledge and certifications of personnel in business operations, job security, and fire safety management. | ||||
| Target: Sales, occupational safety, and fire prevention personnel | |||||
| Total course hours: 44 hours | |||||
| Development focus: Systematic professional license training for business, occupational safety, and fire safety management personnel assist participants in obtaining certifications such as occupational safety and health supervisors, fire safety manager, characteristics and processing of hot and cold rolled steel, and iPAS Industrial Talent Certification licenses of Ministry of Economic Affairs. This training ensured compliance with regulatory requirements and enhanced industry-specific professional |
| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||
| competence and practical application skills. | ||||||
| AI literacy development | Goals: This course was designed for general employees, focusing on AI literacy development and practical applications. The course content covered basic AI concepts, prompt writing skills, business document and presentation creation, Excel data processing, and Office system operation assistance to help employees integrate AI tools into their daily workflow. | |||||
| Target: Regular employees | ||||||
| Total course hours: 39 hours | ||||||
| Development focus: Through 39 hours of AI literacy training, general employees had been equipped with foundational AI application skills. These employees are now able to independently use AI tools for commercial document creation and Office system tasks, improving administrative efficiency and work quality, and serving as a key talent base for the Company’s digital transformation and smart office initiatives. | ||||||
| On-site supervisor management training | Goals: Strengthen the role recognition and responsibilities of first-line supervisors, foster a positive management approach, and improve team performance. | |||||
| Target: Production line supervisor | ||||||
| Total course hours: 204 hours | ||||||
| Development focus: The courses covered three main areas: the roles and responsibilities of frontline managers, building work relationships, and instruction in efficient work practices. | ||||||
| Internal audit training | Goals: Systematic internal audit training courses were planned to strengthen the professional competence and audit quality of internal auditors. Internal auditors and departmental heads were encouraged to obtain relevant professional licenses to deepen their understanding of internal control systems, risk management, and legal compliance as |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||
| (V) Does the Company comply with relevant laws and regulations and international standards regarding customer health and safety, customer privacy, marketing and labeling of products and services, and establish relevant policies and complaint procedures to protect consumers' or customers' rights and interests? | ☑ | (V) | well as their practical applications. This approach reasonably ensured the effective operation of the Company’s internal control system and the soundness of its risk management mechanism. | |||
| Target: Auditors and department managers | ||||||
| Total course hours: 54 hours | ||||||
| Development focus: Through a 54-hour internal audit training program, the Company had equipped internal auditors and department heads with professional capabilities in internal audit and risk management. The Company also provided guidance to help them obtain relevant certifications, reasonably ensuring the effectiveness of the internal control system and improving the Company’s overall governance quality and risk control capabilities. | (V) No difference. | |||||
| Customer rights protection policy | ||||||
| 1. Purpose: To provide safe, qualified, and durable products and professional services; protect customer health and safety; safeguard their legitimate rights and interests; and establish a fair, transparent, and responsible business model. | ||||||
| 2. Scope: This applies to steel pipe products manufactured and sold by the Company. | ||||||
| 3. Health and safety management: | ||||||
| 3.1 Product safety: Products shall comply with national standards (such as CNS, ASTM, JIS, ISO) and relevant safety norms. Use of metal raw materials from unknown sources or containing hazardous substances is strictly prohibited. | ||||||
| 3.2 Process safety: Introduce a quality management system (such as ISO 9001, 45001) during production to ensure production procedures comply with safety requirements. | ||||||
| 3.3 Product testing: Before leaving the factory, all products must be inspected by the quality assurance unit. | ||||||
| 4. Marketing and labeling: | ||||||
| 4.1 Marketing: Advertisements, product catalogs, website information, and sales briefings must not exaggerate product performance or mislead customers with false information. | ||||||
| 4.2 Labeling: Test reports must include test results. | ||||||
| 5. Customer service: The Sales Department conducts customer satisfaction surveys on a regular basis every year according to the "customer service operating procedures" to identify issues in the product or service process and provide a foundation for internal improvement and quality management. | ||||||
| 6. Principles for filing complaints: |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||
| (VI) Does the Company establish a supplier management policy that requires suppliers to comply with relevant regulations on environmental protection, occupational safety and health, or labor human rights, and the | ✓ | 6.1 If a customer is dissatisfied with the Company’s products or services, the customer may submit a complaint in writing, by phone, by email, or through other channels provided by the Company, and must clearly state the details of the complaint and relevant facts. After receiving a customer complaint, the Company confirms acceptance within seven days and completes the investigation and processing within 30 days, informing the customer of the results; the processing deadline will be extended if necessary. | ||
| 6.2 Customer complaints should be handled fairly, with honesty, and in accordance with the principle of confidentiality, and customers should not experience any improper treatment as a result of their complaints. | ||||
| 6.3 The Company reviews customer complaints on a regular basis to be used for service quality improvement and internal management. | ||||
| 7. Customer data and privacy protection: Customer data is used solely for product after-sales tracking and service, and has been managed and protected in accordance with the Personal Data Protection Act. | ||||
| 8. Approval and revision | ||||
| These rules and any amendments thereto have been implemented after approval by the chairman, and the same process applies to revisions. | ||||
| Complaint channels and complaint procedures | ||||
| The Company highly values customer opinions and feedback and has established the “Customer Service Operating Procedures” to standardize how we address customer needs and handle complaints. The Sales Department is responsible for unified customer service, opinion collection, and the implementation of improvement measures, ensuring customers receive timely and appropriate responses and resolution. Customers can also reach out via a dedicated complaint email address and a reporting email address, and may submit feedback or file complaints by email to protect their rights. | ||||
| Customer complaint hotline: (02)2509-1199 #2315, #2311, Customer contact email: | ||||
| Plumbing and electrical pipes [email protected] | ||||
| Structural pipes [email protected] | ||||
| Integrity whistleblower email:[email protected] |
(VI) Supplier Management Policy
Mayer Steel Pipe is the first professional steel pipe manufacturer in Taiwan. Since its establishment in 1959, it has consistently adhered to the mission of manufacturing and selling high-quality steel pipes. Suppliers are our key partners. Stable and close collaboration with suppliers creates economic value. We are committed to sustainable supply chain management and strive to ensure our suppliers also prioritize social and environmental values, fostering a sustainable and mutually beneficial supply chain.
Mayer collaborates with its suppliers and encourages them to jointly fulfill corporate social responsibility. This includes complying with the laws, regulations, and rules of the countries in which they operate, adhering to ethical business practices, respecting labor and human rights, providing a positive working environment, and ensuring that products do not involve the use of conflict minerals. | (VI) No difference. |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | |||
| implementation status thereof? | Assessment of new suppliers: | ||||
| When new suppliers join, we will conduct written background checks and supplier assessments. The assessment mechanism includes but is not limited to raw material recognition and supplier assessment operations, supplier supply capacity, quality specifications, etc., in order to understand the supplier's operations and sustainable development. | |||||
| Encouragement and encouragement for suppliers to pass the certification of ISO 9001 quality management system, ISO 14001 environmental management system and ISO 45001 occupational safety and health management system. | |||||
| Supplier evaluation available now: | |||||
| Suppliers are assessed for the quality of goods delivered, timeliness, service, and sustainability of goods delivered in accordance with the "Supplier Assessment Procedure" and "Supplier Operating Instructions" every year to ensure that they meet the requirements and have fulfilled corporate social responsibility. | |||||
| Rewards and punishments system: | |||||
| Preference will be given to suppliers with good assessment results. Suppliers that exhibit defects in the assessment result will be terminated or reduced within the deadline. | |||||
| Rating | Score | Implementation measures | |||
| A | 90 and above | Provision of priority orders or long-term contracts | |||
| B | 81 ~ 90 | Maintain current operations. | |||
| C | 71 ~ 80 | Listed for guidance and submitted an improvement plan. | |||
| D | Less than 70 | Discontinue cooperation | |||
| Suppliers that have had a significant negative impact on society or the environment are added to the non-renewal list. | |||||
| Compliance, ethical management and trading: | |||||
| Suppliers are bound to comply with all applicable laws, regulations, contracts, and international standards in order to maintain business integrity and execute business in a sustainable manner. | |||||
| Suppliers should conduct business activities in a fair and transparent manner based on the principle of ethical management. | |||||
| Human rights protection: | |||||
| Suppliers are bound to comply with local labor laws and regulations, protect employees' legal rights such as working environment, working hours and remuneration, freedom of association, and freedom of collective bargaining, and respect the basic labor human rights principles that are internationally recognized. The use of child labor, involvement in human trafficking, any form of forced labor, and other violations of human rights are prohibited. Employees employed by suppliers shall not be subject to discrimination or differential treatment based on gender, race, social class, age, marital status, or family status. Suppliers are required to respect employees' privacy and to take steps to protect their personal data. | |||||
| Occupational safety: | |||||
| Suppliers are required to provide a safe and healthy work environment, |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||
| provide employees with appropriate training, and establish preventive measures to ensure that their operations do not lead to occupational hazards or losses. |
No conflict minerals:
To fulfill its social responsibility in human rights protection and environmental protection, suppliers are required to promise not to use conflict minerals and to purchase minerals from qualified smelters.
Green procurement:
Pay attention to the energy use and water resource management of suppliers to respond to the impact of extreme climate change on the supply chain. Preference is given to green and local suppliers to reduce energy consumption, water consumption, and carbon emissions. Green procurement is the first priority in the procurement assessment.
Environmental protection:
Suppliers must comply with domestic and international environmental regulations and obtain relevant certifications (ISO 9001 Quality Management System, ISO 14001 environmental management system) to properly protect the natural environment and actively take measures to reduce environmental impacts.
In the course of business, water, air, and soil pollution must be avoided;
(1) Optimize process and add air pollution control equipment.
(2) Safely manage hazardous chemicals and other hazardous substances.
(3) Improve and properly dispose of general and hazardous waste.
(4) Improve water use efficiency and strictly prohibit any discharge into the wastewater system or the environment without a permit.
(5) Monitor, control, and treat volatile organic compounds (VOCs) and combustion emissions.
(6) Continuously improve energy efficiency, reduce energy consumption, and manage and reduce GHG emissions.
Cybersecurity and communication security:
Suppliers must establish and implement an information security management system (such as ISO/IEC 27001 or equivalent standards) to prevent data breach or security incident.
Privacy protection:
Suppliers must comply with personal data protection regulations, collecting and using personal data only to the extent that it is lawful, fair, and necessary. They must also implement appropriate technical and organizational measures to protect the security of personal data.
Suppliers:
We work with our suppliers to assume the responsibility for environmental protection, labor rights protection, health and safety, code of ethics, corporate management mechanism and system.
Status of implementation:
Every year, Mayer conducts an annual assessment of suppliers in categories such as raw materials and consumables. Supplier evaluation method: quality, delivery, service, and sustainability (including environmental protection, occupational safety, and human rights). A total of 36 suppliers were evaluated in 2025. | | | | | |
| | Evaluation level | Score | Risks | Countermeasures | Number of | |
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| Items to be promoted | Status of implementation (Note 1) | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies | ||||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description (Note 2) | ||||||
| suppliers in 2025 | ||||||||
| Grade A | 90 and above | Low | Provision of priority orders or long-term contracts | 15 | ||||
| Grade B | 81 - 90 | Medium | Maintain current operations. | 21 | ||||
| Grade C | 71 - 80 | Medium to high | Listed for guidance and submitted an improvement plan. | 0 | ||||
| Grade D | Less than 70 | High | Discontinue cooperation | 0 | ||||
| V. Does the Company prepare reports disclosing the Company's non-financial information, such as the Sustainability Report, with reference to international reporting standards or guidelines? Has the said reports been certified or guaranteed by a third-party verification unit? | ✓ | The Company has prepared the "2024 Sustainability Report" in accordance with the general standards, industry standards and major theme standards published by the Global Reporting Initiative (GRI), and with reference to the Sustainability Accounting Standards Board (SASB) guidelines to disclose the information of industry indicators and SASB indicator corresponding report content index. The Company's "2024 Sustainability Report" was audited by Yi Hsin CPAs, and obtained a limited assurance report, through the Assurance Standards Bulletin No. 3000 "Assurances other than audit or review of historical financial information" issued by the Accounting Research and Development Foundation of the Republic of China. | No difference. | |||||
| VI. If the Company has established its own sustainable development principles in accordance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies," please describe the current practices and any deviations from the Principles: Not applicable (not yet established by the Company). | ||||||||
| VII. Other important information that is helpful in understanding the status of implementation of sustainable development: None. |
Note 1: Note 1: If "Yes" is selected for the implementation, please specify the important policies, strategies and measures adopted and the implementation; if "No" is selected for the implementation, please refer to the "Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" for explanations, as well as plans for the adoption of relevant policies, strategies and measures in the future.
Note 2: The principle of materiality refers to the environmental, social and corporate governance issues that have a significant impact on the Company's investors and other stakeholders.
Table 2-2-3
Information on climate of TWSE/TPEx listed companies
1. Implementation of Climate-Related Information
| Item | Status of implementation | ||
|---|---|---|---|
| 1. Describe the board of directors’ and management’s oversight and governance of climate-related risks and opportunities. | I. The Company’s President serves as the convener of sustainable development promotion, and various departments form a sustainable development task force. The task force is responsible for promoting corporate sustainability (including climate change risk, energy and resource use efficiency, and other climate change issues that may arise from the Company’s operations). The task force reports to the Sustainable Development and Risk Management Committee and the Board of Directors on an annual basis regarding the promotion status. To enhance sustainable development and strengthen its governance mechanisms, the Company established the “Sustainable Development and Risk Management Committee” under the Board of Directors in August 2025. The Committee—comprised of three independent directors—is responsible for reviewing, tracking, and revising the implementation and effectiveness of sustainable development initiatives, and reporting its findings to the Board of Directors. II.1. The sustainable development promotion team has functional task forces with responsibilities encompassing environmental sustainability, product responsibility, employee relations, social care, and corporate governance. The heads of various departments identify sustainability issues requiring attention, including risks related to operations, finances, the environment, hazardous events, and climate change, and formulate action plans to establish a continuous improvement plan. 2. The President serves as the convener and convenes an annual “Risk Management Meeting” with department heads to discuss potential overall risks and countermeasures. Following the meeting, the President reports on each department’s annual risk management assessment and implementation to the Sustainable Development and Risk Management Committee (composed of three independent directors), which oversees risk management, and to the Board of Directors. | ||
| 2. Describe how the identified climate risks and opportunities affect the Company’s business, strategy, and finance (short-term, medium-term, long-term). | Short-term | ||
| Transformation risk: Changes in energy prices and tightening of environmental regulations. | |||
| Physical risks: Increased severity of extreme weather events such as typhoons, floods, and droughts. | |||
| Opportunities: Use energy-saving equipment, reduce water resource usage, and use renewable energy. | |||
| Mid-term | |||
| Transformation risk: GHG cap-and-trade and carbon fees, rising raw material prices, and market information uncertainty. | |||
| Physical risks: Rising average temperatures | |||
| Opportunities: Improvement and simplification of the manufacturing process, and promotion of low-carbon green production | |||
| Long-term | |||
| Transformation risk: The brand reputation may decline due to products being replaced by low-carbon alternatives or insufficient action in response to climate change. | |||
| Physical risks: Greater severity of extreme weather events | |||
| Opportunities: Develop or expand low-carbon products and services to enhance the Company’s reputation. | |||
| *Definition of the time of impact: Short-term 3 years, mid-term 4-5 years, long-term 5 years or more. | |||
| 3. Describe the financial impact of extreme climate events and transformational actions. | Transformation risk: | ||
| Factors/Topics | Financial impact | Countermeasures | |
| Energy price fluctuations | Rising electricity tariffs, increasing the Company’s electricity purchase cost. | 1. Continue to implement energy-saving and carbon reduction projects to reduce energy consumption and improve production |
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| Item | Status of implementation | ||
|---|---|---|---|
| efficiency during the production process. | |||
| 2. The Company phased out old equipment in its plants. When replacing equipment, preference is given to those bearing environmental protection or energy-saving marks. | |||
| 3. Install rooftop solar panels. | |||
| Environmental regulations becoming more stringent | The cost of climate and environmental protection related laws and regulations has increased. | The Company has hired legal advisors or increased external training to understand the relevant laws and regulations of climate and environmental protection, and implement accordingly. | |
| Rising raw material prices | The supplier has invested more cost to increase the cost in response to the emerging laws and regulations related to carbon fees, resulting in an increase in the price of raw materials. | 1. Enhance process yield, reduce waste of raw materials, and reduce procurement costs. | |
| 2. Establish multiple suppliers' material supply channels. | |||
| Inadequate climate actions caused brand reputation to fall | Customers' request for reduction of carbon emission may affect customer relationship and revenue growth if not met. | 1. Set greenhouse gas reduction targets and review them practically. | |
| 2. Continue improving and simplifying the manufacturing process to reduce carbon emissions and develop low-carbon alternatives. | |||
| Physical risks | |||
| Factors/Topics | Financial impact | Countermeasures | |
| Increased severity of extreme weather events such as typhoons, floods, and droughts. | Typhoon and heavy rain, the suspension of work and interruption of raw materials from upstream companies affect the revenue growth. | 1. Inspect and maintain water pumps, water motors, and other equipment, and clean the drainage system to ensure it is working properly. | |
| 2. Maintain appropriate inventory of finished goods and raw materials. | |||
| Greater severity of extreme weather events | An extreme water reduction model, such as an increase in the number of days without rain, increases the risk of water shortage, and investing in water-saving equipment increases operating costs. | 1. Water recycling and reuse for production processes. | |
| 2. Investment in water-saving equipment. | |||
| 3. Intensify patrol inspection of pipelines to monitor water conditions and emergency response procedures. | |||
| Opportunities |
| Item | Status of implementation | ||
|---|---|---|---|
| Factors/Topics | Financial impact | Countermeasures | |
| Use of energy-saving equipment and water reduction | Saving power and water and reducing long-term operating costs. | 1. Pay attention to water consumption, promote various water consumption improvement and water resource recycling programs, and reduce total water consumption. | |
| 2. Increase throughput through proper equipment maintenance and operational optimization, while improving energy efficiency per unit of product and reducing GHG emissions. | |||
| Improve the Company’s reputation. | Increase working capital funding and lower capital costs. | Focus on and invest in climate and environmental issues to enhance stakeholder engagement. | |
| Enhance corporate governance and improve sustainability rating performance to build a positive image. | |||
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | 1. The Company has established the "Risk Management Policy and Procedures" and reported to the Board of Directors on November 11, 2020 for discussion and approval. The policy effectively manages the risk of climate change, specifies the implementation procedures of risk management, and the responsibilities of each unit. | ||
| 2. Climate-related risks have been included as a recurring topic in the Company’s reports. | |||
| 3. With the support of the Company, the Company integrates the climate-related risks and opportunities with the ISO14001 and ISO14064-1 procedures to effectively integrate the management mechanism. Through the internal and external environmental topic risk assessment procedures, all departments participate in the continuous tracking and control. | |||
| 5. If scenario analysis is used to assess the resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors, and main financial impacts used shall be described. | 1. In response to the impact of climate-related risks and opportunities on the Company’s strategy and financial planning, the Company refers to the climate-related scenarios analysis of TCFD, and uses quantitative and qualitative climate-related scenarios analysis to adopt corresponding strategies. | ||
| 2. The Company discussed the 2°C scenario (2DS) during the Sustainable Development Committee meeting to describe the climate change risks and opportunities based on the transformation risks and physical risks of climate change. The Company eventually identified the climate risks and opportunities related to the Company’s business scope. | |||
| 6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical and transition risks. | In terms of climate change mitigation, the Company uses greenhouse gas emissions as the key indicator for quantitative assessment, and sets indicators such as unit revenue electricity consumption and unit revenue water consumption. | ||
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price shall be stated. | The Company’s internal carbon pricing is based on the shadow pricing method, referencing the general rate outlined in the Ministry of Environment’s “Regulations Governing the Collection of Carbon Fees” as a benchmark. Accordingly, the internal carbon pricing has been set at NT$300 per tCO2e. This price will serve as a reference cost for each business unit’s evaluation of energy saving, carbon reduction, and other operational decisions. | ||
| 8. If climate-related targets are established, the activities covered, GHG emissions scope, planned | While managing the climate-related risks and opportunities, the Company is committed to improving its own energy and resource efficiency, and has also set the carbon emission reduction goals, waste reduction goals, and water |
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| Item | Status of implementation |
|---|---|
| timelines, and annual progress towards achieving these targets must be described. In cases where carbon offsets or Renewable Energy Certificates (RECs) are used to meet these targets, it is necessary to specify the source and amount of the carbon reductions achieved through offsets, as well as the number and details of RECs utilized. | conservation goals to fully reduce the environmental impact. |
| 9. Greenhouse gas inventory and assurance status, as well as reduction goals, strategies, and specific action plans. | Please refer to 2. and 3. below for details. |
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- Greenhouse Gas Inventory and Assurance for the Past 2 Years
2-1-1 GHG inventory information: Describe the GHG emissions (tCO2e), intensity (tCO2e/NT$ million), and data coverage for the last 2 years.
The minimum disclosure required by the TWSE/TPEx Sustainability Roadmap for TWSE/TPEx Listed Companies:
1. The parent company only company shall be inventoried from 2023.
2. The subsidiaries in the consolidated financial statements shall be inventoried starting from 2024.
| 2024 | 2025 | ||
|---|---|---|---|
| Emissions volume (tCO2e) | Emissions volume (tCO2e) | ||
| The Company | Scope 1 | 3,090.72 | 3,273.99 |
| Scope 2 | 5,407.45 | 5,177.39 | |
| Subtotal | 8,498.17 | 8,451.38 | |
| All subsidiaries included in the Consolidated Financial Statements | Scope 1 | 11.21 | 9.81 |
| Scope 2 | 1,469.85 | 1,521.86 | |
| Subtotal | Subtotal | 1,481.06 | 1,531.67 |
| Total | 9,979.23 | 9,983.05 | |
| Intensity (ton CO2e/operating revenue in millions NTD) | 1.90 | 2.10 |
Note 1: Direct emissions (Scope 1: Direct emissions from the Company's ownership or control) Indirect emissions (Scope 2: Indirect greenhouse gas emissions caused by input of electricity heat or steam)
Note 2: Greenhouse gas inventory standard: ISO 14064-1.
Note 3: Only the subsidiaries in the consolidated financial statements, i.e. the subsidiaries in the U.S. and Asia and Vietnam, U.S. and Asia, have emissions of greenhouse gas. All other subsidiaries do not have emissions.
2-1-2 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.
| Year | Scope of Assurance | Assurance Body | Assurance Standards | Assurance opinion |
|---|---|---|---|---|
| 2024 | The Company | Taiwan Electric Research & Testing Center | ISO14064-1: 2018 | Reasonable assurance |
| 2025 | The Company | It is expected that by the end of May 2026, the Taiwan Electric Research & Testing Center will be commissioned to execute the test. | ISO14064-1: 2018 | The Company will disclose all information in full assurance in the sustainability report. |
Note 1: The consolidated financial statements of subsidiaries have been examined since 2024, and no third-party verification has been conducted.
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- Greenhouse Gas Reduction Targets, Strategies, and Specific 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.
Record year, number and target of greenhouse gas reduction:
The Company’s Greenhouse Gas (GHG) Emission Reduction Targets are as follows:
Base year and data: 111, with total Scope 1 and Scope 2 emissions of 9,688.39 tCO2e.
Reduction goal: Starting from 2023, reduce annual carbon emissions by 1% compared to the baseline year, achieving a total reduction of 10% by 2030.
Subsidiaries’ Greenhouse Gas (GHG) Emission Reduction Targets are as follows:
Base year and data: 113, with total Scope 1 and Scope 2 emissions of 1,481.06 tCO2e.
Reduction goal: Starting from 2025, reduce annual carbon emissions by 1% compared to the baseline year, achieving a total reduction of 6% by 2030.
Greenhouse gas reduction Strategy:
(1) Pay attention to and follow the relevant laws and regulations of energy policy and greenhouse gas.
(2) Establish a greenhouse gas management system to monitor, measure, analyze, and respond to greenhouse gas and energy management.
(3) Regular maintenance, improvement and replacement of equipment, optimization of processes and integration of systems to improve energy efficiency and energy consumption.
Greenhouse Gas Reduction Specific Action Plans:
(1) Replaced all plant water bay bulbs (500W) with large power-saving bulbs (105 - 120W).
(2) Prioritize the use of high-efficiency light sources and fixtures certified with energy-saving labels.
(3) Regularly review contract capacity, air-conditioning division, lighting circuit, and strengthen energy utilization efficiency.
(4) Conduct routine maintenance of equipment to ensure optimal performance and reduce energy waste.
(5) Maintain office area temperature at 26°C to lower the load on the chiller system and reduce electricity consumption.
(6) Promote energy-saving and carbon-reduction initiatives, along with employee education and training, to reduce electricity usage.
(7) Periodically replace outdated equipment to further improve energy efficiency.
(8) Solar panels have been installed on plant rooftops, generating power for self-consumption to reduce purchased electricity.
Status of reduction target achievement:
The Company
| Year | Total emissions (Scope 1 and 2) (tCO2e) | Reduction | Percentage of reduction | Achievement Status |
|---|---|---|---|---|
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| (%) | ||||
|---|---|---|---|---|
| 2022 (Base Year) | 9,688.39 | - | - | - |
| 2025 | 8,451.38 | 1,237.01 | 12.77% | Target Achieved |
Subsidiaries
| Year | Total emissions (Scope 1 and 2) (tCO2e) | Reduction | Percentage of reduction (%) | Achievement Status |
|---|---|---|---|---|
| 113 (Base Year) | 1,481.06 | - | - | - |
| 2025 | 1,531.67 | 增加 50.61 | Increased 3.4% | Target not achieved |
Note: The subsidiary’s GHG emissions did not meet the required target, and will continue to work on improvements.
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(VI) Ethical Corporate Management – Implementation Status and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons:
Table 2-2-4
Performance of faithful business operations, the differences from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor.
| Evaluation Items | Status of Operation | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| I. Establishment of ethical corporate management policies and plans | ||||
| (I) Has the Company formulated the ethical management policies approved by the board of directors, and stated in the Articles of Incorporation and external documents the policies and practices of operating in good faith, and the commitment of the board of directors and senior management to actively implement business policies? | ✓ | (I) Formulation of an ethical corporate management policy | ||
| Please refer to the "Ethical Corporate Management Best Practice Principles" and the "Ethical Corporate Management Procedure and Code of Conduct" in the "Corporate Governance Regulations" section of the "Corporate Governance" page on the Company's website. | ||||
| On November 11, 2020, the Company, with the Audit Committee's consent, approved and adopted the "Ethical Corporate Management Best Practice Principles" and the "Ethical Corporate Management Procedure and Code of Conduct" through board resolution and subsequently reported them to the shareholders' meeting. These documents specify concrete practices and measures to prevent dishonest behavior. | ||||
| The Company expressly prohibits offering and accepting bribes, illegal political contributions, improper charitable donations or sponsorships, unreasonable gifts and hospitality, or other improper benefits. We also prohibit infringement of intellectual property rights and unfair competition. | ||||
| The Company has established a range of management systems and procedures, including the "Code of Ethical Conduct", "Corporate Governance Best Practice Principles", "Ethical Corporate Management Best Practice Principles", "Whistleblowing Procedures", "Internal Control System", and "Regulations Governing the Handling of Material Internal Information and Prevention of Insider Trading". These are combined with regular audits and training to prevent misconduct, avoid improper information disclosure, and enhance insider transaction prevention, thereby strengthening employees' ethical corporate management awareness and building a sound corporate governance and | (I) No difference. |
| Evaluation Items | Status of Operation | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (II) Has the company established a mechanism for assessing the risk of dishonest behavior, regularly analyzing and evaluating business activities within its scope of business that carry a higher risk of dishonest behavior, and formulating measures to prevent dishonest behavior? This mechanism should cover at least the preventive measures for the behaviors specified in paragraph 2, Article 7 of the "Ethical Corporate Management Best Practice Principles." |
(III) Does the Company have the operational procedures, behavior guidelines, punishment and complaint systems clearly defined in the program to prevent unethical conduct, and implemented, and the program is regularly reviewed and amended? | ☑ | | risk management mechanism.
(II) The Company has regulations governing inspections, and the internal audit department also audits whether the Company, contractors, suppliers, and customers comply with relevant laws and regulations from time to time.
(III) The Company requires all employees to inform the Company of matters of ethical concerns such as conflicts of interest or possible conflicts of interest. Key colleagues and senior managers must regularly check whether they are complying with this Code. The Company requires suppliers, contractors or other collaborators to provide a written commitment that they will not engage in any illegal business activities and will not provide improper benefits or bribes to the Company's colleagues. | (II) No difference.
(III) No difference. |
| II. Implementing ethical corporate management
(I) Does the Company evaluate the ethical records of its trading counterparts, and specify the ethical conduct clauses in the contracts signed with its trading counterparts?
(II) Has the Company set up a dedicated unit under the Board of Directors to promote corporate ethical management, and has it reported to the Board of Directors regularly (at least once a year) on the implementation of ethical management policies and prevention of unethical conducts, and the supervision of such units ? | ☑ | | (I) The Company has internal work rules and rewards and punishments management guidelines to regulate unethical behavior. When selecting suppliers in business activities, the Company upholds the principle of honesty and fairness, and selects the most competitive and ethical suppliers in all aspects; Unethical practices such as collecting kickbacks or other improper benefits from suppliers are prohibited.
(II) Dedicated unit
The Legal Affairs Division is the dedicated unit in charge of ethical management of the Company, responsible for the promotion of ethical management policies and preventive plans, and the amendment, implementation, interpretation and consultation services for the "Ethical Corporate Management Best Practice Principles" and the "Ethical Corporate Management Procedure and Code of Conduct"; The Company shall report the implementation status to the Board of Directors at least once a year.
Working plans and responsibilities of dedicated units | (I) No difference.
(II) No difference. |
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| Evaluation Items | Status of Operation | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|---|---|---|
| Yes | No | Summary description |
| 2. Regularly analyze and assess integrity risk within the scope of business, and establish programs for preventing dishonest conduct accordingly, setting forth relevant standard operating procedures and behavioral guidelines for each program. | ||
| 3. Plan the internal organization, define roles and responsibilities, and establish a mutual supervision and checks and balances mechanism for business activities with higher integrity risk within the scope of operations. | ||
| 4. Promote and coordinate integrity policy promotion and training. | ||
| 5. Plan a whistleblowing system to ensure effective implementation. | ||
| 6. Prepare and proper maintain documented information regarding the ethical management policy and its compliance statement, implementation commitments, and performance status. |
Operation and performance
The Company’s "Ethical Corporate Management Policy" Promotion and Implementation Report for 2025 was reported to the Board of Directors on November 10, 2025.
The implementation of ethical corporate management in 2025 is as follows: | |
| Education and Training | 1. A total of 110 people participated in the training and promotion of ethical management. (Target: Directors, managers, department heads, and employees).
2. Insider trading prevention education and promotion. A total of 110 people participated. (Target: directors, managerial officers, department heads, and staff). |
| Confidentiality | A total of 3 administrative grade employees hired in 2025 signed a confidentiality agreement. |
| Risk analysis | Propose countermeasures for risks related to waste and wastewater treatment, labor relations, |
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| Evaluation Items | Status of Operation | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary description | |||
| (III) Has the company established policies to prevent conflict of interests, provided appropriate communication and complaint channels, and properly implemented such policies? | ☑ | employee safety, product quality, legal compliance, and information security. | (III) No difference. | ||
| Advocacy | Reporting method | ||||
| E-mail:[email protected] | |||||
| Whistleblowing hotline: (02) 2509-1199 connect to theinternal auditor legal managerextension. | |||||
| Whistle blowing: To Chief Auditor, 12F., No. 2-1, Sec. 3, Mincyuan E. Rd., Taipei City | |||||
| (III) The Company requires the Directors and managers to prevent relatives within three kinships from interfering with the overall interests of the Company's operations to prevent conflicts of interest. Also, if an executive director has an interest in the proposal listed in the Board of Directors, or the legal person he/she represents, he/she should recuse himself during the discussion and voting. | |||||
| (IV) Does the company have effective accounting and internal control systems in place to enforce ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit compliance with the systems to prevent unethical conduct or hire outside accountants to perform the audits ? | ☑ | (IV) In order to ensure the implementation of ethical corporate management, the Company has established an effective accounting system and internal control system, and internal auditors will regularly audit all operations and report their operations to the board of directors. | (IV) No difference. | ||
| (V) Does the Company organize internal and external training on ethical corporate management on a regular basis? | ☑ | (V) The Company’s internal and external ethical management education and training activities held in 2025 | |||
| (1) Ethical management education, training and promotion: | |||||
| Course content : Establishment of the Company's culture of integrity, employee moral character, corporate governance, case sharing. | |||||
| Target: Directors, officers, department heads, and employees. | |||||
| Number of people: 110 | |||||
| Number of hours 45.83. | |||||
| (2) Insider trading prevention education and promotion: | |||||
| Course content : Introduction to insider trading regulations, targets of insider trading regulations, scope of material information, timing of material information disclosure, methods and timing of disclosure, and case studies on insider trading. | (V) No difference. |
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| Evaluation Items | Status of Operation | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| Target: Directors, officers, department heads, and employees. | ||||
| Number of people: 110 people | ||||
| Number of hours 55 hours | ||||
| III. Implementation of Complaint Procedures | ||||
| (I) Has the company established specific whistle-blowing and reward procedures, set up conveniently accessible whistle-blowing channels, and appointed appropriate personnel specifically responsible for handling complaints received from whistleblowers? | ||||
| (II) Has the company established standard operation procedures for investigating the complaints received, follow-up measures taken after investigation, and mechanisms ensuring such complaints are handled in a confidential manner? |
Has the company adopted proper measures to protect whistleblowers from retaliation for filing complaints? | ☑ | | (I) The Company's employees or suppliers may explain any violation of integrity regulations to the Company's responsible department by phone, E-Mail or letter.
(II) The Company has established the "Regulations Governing Whistleblowing" to handle related matters, and promises to protect the whistleblowers from improper treatment due to the matters reported. For related content, please refer to the Company's website:
http://www.mayer.com.tw/2014/07/blog-post_34.html
(III) The Company shall strictly adhere to the principle of confidentiality through complaint handling channels. Any disclosure of the complaint without the complainant's consent will be punished in accordance with the Company's regulations. | (I) No difference.
(II) No difference.
(III) No difference. |
| IV. Strengthening information disclosure
Does the company disclose its ethical corporate management policies and the results of their implementation on its website and the Market Observation Post System (MOPS)? | ☑ | | The Company has disclosed the content of "Ethical Corporate Management Best-Practice Principles" and the operation of ethical management on the Company's website and Market Observation Post System. | No difference. |
| V. If the company has adopted its own ethical corporate management best practice principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies, please describe any deviations between the principles and their implementation: there has been no discrepancy. | | | | |
| VI. Other important information to facilitate a better understanding of the status of operation of the company’s ethical corporate management policies (e.g., the company’s reviewing and amending of its ethical corporate management best practice principles): none. | | | | |
Note 1: No matter whether "Yes" or "No" is selected for the operation status, it shall be explained in the summary description column.
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(VII) Other important information that helps enhance understanding of the Company's corporate governance practices is disclosed on the Market Observation Post System and the Company's website (http://www.mayer.com.tw), along with other relevant information about the Company.
- Strictly implement the spokesperson system to ensure the correct and transparent disclosure and release of information.
- Actively arrange for directors to engage in continuing education in accordance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies."
- The Company complies with the internal control system, and the chief audit officer actually conducts inspections or verifications. The management also holds regular management meetings to review the major deficiencies of each department and the areas for improvement, in order to implement the spirit of corporate governance.
(VIII) Implementation of the internal control system:
- Statement of Internal Control System: The statement has been announced and filed on the designated information reporting website. For relevant details, please refer to the Market Observation Post System (MOPS). Path: Corporate Governance > Internal Control Section, Company Code: 2020
(Please refer to https://mopsov.twse.com.tw/nas/cont06/c2020113011140313.pdf) for details.
- If a CPA is commissioned to review the internal control system, the CPA's review report should be disclosed: None.
(IX) Important resolutions of the shareholders' meeting and the board of directors in the most recent year and up to the date of publication of the annual report.
- 2025.05.28-(Important resolutions of the 2024 shareholders' meeting and implementation status):
| Date | Shareholders' Meeting Resolutions | Resolution | Status of implementation |
|---|---|---|---|
| 2025.5.28 | 1. Ratification of the Company's 2024 year-end accounts. | The motion was approved after the votes were counted from both in-person and electronic voting. The total number of votes in favor was 186,427,575 (including 107,760,806 votes cast electronically); the total number of votes against was 19,365 (including 19,365 votes cast electronically); and the total number of abstentions/undecided votes was 3,224,705 (including 3,183,705 votes cast electronically). The approval rate was 98.28% (based on a total voting right of 189,671,645 votes). | Year-end accounts were acknowledged as per shareholders' resolution. |
| 2. Ratification of the Company's 2024 earnings distribution proposal. | The motion was approved after the votes were counted from both in-person and electronic voting. The total number of votes in favor was 186,490,146 (including 107,823,377 votes cast electronically); the total number of votes against was 21,815 (including 21,815 votes cast electronically); and the total number of abstentions/undecided votes was 3,159,684 (including 3,118,684 votes cast electronically). The approval rate was 98.32% (based on a total voting right of 189,671,645 votes). | The earnings distribution proposal was resolved as per shareholders’ resolution. During the meeting held on April 17, 2025, the Board of Directors resolved to set the cash dividend baseline date as June 17, 2025 and the cash dividend payment date at July 4, 2025. |
|---|---|---|
| 3. Proposal to amend the Company’s Articles of Incorporation. | The motion was approved after the votes were counted from both in-person and electronic voting. The total number of votes in favor was 188,383,693 (including 109,716,924 votes cast electronically); the total number of votes against was 24,838 (including 24,838 votes cast electronically); and the total number of abstentions/undecided votes was 1,263,114 (including 1,222,114 votes cast electronically). The approval rate was 99.32% (based on a total voting right of 189,671,645 votes). | The "Articles of Incorporation" was amended as resolved in shareholder meeting. |
| 4. Election of the Company's 23rd Board of Directors. | For the election of the 23rd-term directors, 9 directors (including 3 independent directors) will be elected. The candidate nomination system will be adopted, and the shareholders shall elect the directors from the list of candidates. | I. List of directors elected: (1) Yuan Chuan Steel Co., Ltd. |
| Representatives: Chun-Fa Huang, Chun-Chao Huang, Hsiu-Mei Huang, Yung-Chieh Huang | ||
| (2) Cheng Ta International Investment Co., Ltd. | ||
| Representative: Ta-Teng Cheng, Yung-Fen Lin |
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- Major resolutions of the board of directors in the most recent year and up to the date of publication of the annual report:
| Board of Directors | Date | Significant resolutions |
|---|---|---|
| The 22nd board | ||
| 22nd meeting | 2025.1.23 | 1. The Company's 90%-owned subsidiary, Mei Yi Construction Co., Ltd., intends to participate in the joint construction and separate sale of 12 dangerous and old buildings under the "Taipei City Zhongzheng District Gongyuan Section 2nd Section 592 Land Reconstruction Project," submitted for approval. |
| 2. Acquisition or disposal of shares of IBF Financial Holdings Co.,Ltd. held by the Company. | ||
| 3. The Company's 2025 business plan, submitted for discussion. | ||
| The 22nd board | ||
| 23rd meeting | 2025.03.12 | 1. The Company's 2024 "Declaration of Internal Control System", submitted for approval. |
| 2. The Company's 2024 business report, separate financial statements, and consolidated financial statements, submitted for review. | ||
| 3. Convening of the Company's 2025 annual general meeting on May 28, 2025, submitted for discussion. | ||
| 4. Discussion regarding the acceptance of shareholders' proposals for the 2025 annual shareholders' meeting, submitted for discussion. | ||
| 5. Discussion regarding the acceptance of shareholders' nominations for director (including independent director) candidates for the 2025 annual shareholders' meeting, submitted for discussion. | ||
| 6. Election of the Company's 23rd board of directors, submitted for discussion. |
| | | 7. Discussion regarding the removal of non-compete clauses for newly elected directors, submitted for discussion.
8. Review on the regular assessment of financial statement auditors' independence and suitability, submitted for review.
9. Appointment and remuneration of the Company's 2025 financial statement auditors, submitted for approval. |
| --- | --- | --- |
| The 22nd board 24th meeting | 2025.04.17 | 1. Allocation of 2024 employee remuneration and director remuneration, submitted for discussion.
2. The Company's 2024 earnings distribution, base date and date of cash dividend distribution, submitted for discussion.
3. The definition and scope of the Company's entry-level employees, submitted for discussion.
4. Amendment to the Company's "Articles of Incorporation", submitted for discussion.
5. Discussion regarding the list of director (including independent director) candidates nominated by the Board of Directors, submitted for discussion.
6. Loaning of NT$300 million to the subsidiary Mei Kong Development Co., Ltd., wholly owned by the Company, submitted for discussion. |
| The 22nd board 25th meeting | 2025.5.12 | 1. The Company's Q1 2025 consolidated financial statement, submitted for discussion.
2. The Company's proposed participation in the cash capital increase of its 90%-owned subsidiary, Meiyi Construction Co., Ltd., submitted for discussion.
3. Due to organizational changes, we propose to change the Company's spokesperson, financial officer, and accounting supervisor, submitted for discussion. |
| 23 term 1st meeting | 2025.5.28 | 1. Election of the Company's chairman. |
| 23 term 2nd meeting | 2025.6.9 | 1. Appointment of members for the Company's 6th Remuneration Committee members, submitted for discussion.
2. The Company's proposed participation in the cash capital increase of its 90%-owned subsidiary, Meiyi Construction Co., Ltd., submitted for discussion.
3. Purchase of land in Nanse Section, Zhonghe District, New Taipei City, submitted for discussion. |
| 23 term 3rd meeting | 2025.8.12 | 1. The Company's Q2 2025 consolidated financial statement, submitted for discussion.
2. The Company's 2024 sustainability report, submitted for discussion.
3. Establishment of a nomination committee at director level, submitted for discussion.
4. To rename the "Risk Management Committee" to the "Sustainable Development and Risk Management Committee", submitted for discussion. |
| 23 term 4th meeting | 2025.11.10 | 1. The Company's Q3 2025 consolidated financial statement, submitted for discussion.
2. The Company's participation in cash capital increase of related party BPM Development Co., Ltd. in 2025. |
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| | | 3. Amendment to the Company's "Internal Control System" and "Internal Audit Implementation Rules", submitted for discussion.
4. Formulation of the Company's "Sustainable Development and Risk Management Committee Charter", submitted for discussion.
5. Formulation of the Company's "Nomination Committee Charter", submitted for discussion. |
| --- | --- | --- |
| 23 term
5th meeting | 2026.01.28 | 1. Acquisition or disposal of shares of IBF Financial Holdings Co.,Ltd. held by the Company.
2. The Company's 2026 business plan, submitted for discussion. |
| 23 term
6th meeting | 2026.03.12 | 1. The Company's 2025 "Declaration of Internal Control System", submitted for approval.
2. Cancellation of purchase of land in Nanse Section, Zhonghe District, New Taipei City, submitted for discussion.
3. The Company's 2025 business report, separate financial statements, and consolidated financial statements were submitted for review.
4. The Company's 2026 annual general meeting is scheduled to be held on June 18, 2026, submitted for discussion.
5. The acceptance of shareholders' proposals for the Company's 2026 annual general meeting, submitted for discussion.
6. Review on the regular assessment of financial statement auditors' independence and suitability, submitted for review.
7. Appointment and remuneration of the Company's 2026 financial statement auditors, submitted for approval.
8. Allocation of 2025 employee remuneration and director remuneration, submitted for discussion. |
| 23 term
7th meeting | 2026.03.30 | 1. The Company's 2025 earnings distribution, base date and date of cash dividend distribution, submitted for discussion.
2. The board's resolution to convene the 2026 annual general meeting, with the addition of reporting items and ratification items, submitted for discussion.
3. Loaning of NT$80 million to the subsidiary Mei Kong Development Co., Ltd., wholly owned by the Company, submitted for discussion. |
(X) Where, during the most recent year and up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, the principal content thereof: None.
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IV. Information on CPA fees
(I) The amount of audit and non-audit remuneration paid to the certified public accountant, its firm and its affiliates, and the content of non-audit services.
Unit: NT$ thousand
| Name of CPA Firm | Name of CPA | Audit period | Audit fees | Non-audit fees | Total | Remarks |
|---|---|---|---|---|---|---|
| Crowe (TW) CPAs | Chun-Chih Lin | 2025.01.01~2025.12.31 | 3,860 | 258 | 4,118 | Non-audit fees: Business registration, English translation of financial statements and other fees |
| Meng-Ta Wu | 2025.01.01~2025.12.31 |
*Audit fees refer to the fees paid by the Company to the certified public accountants for the audit, review, review of financial statements and financial forecast reviews.
- If a change of CPA firm resulted in a decrease in audit fees paid during the year of change compared to the previous year, the amount of audit fees before and after the change and the reason shall be disclosed: None.
- When the audit remuneration is reduced by 15% or more from the previous year, the amount, percentage of reduction and the reasons in the audit remuneration shall be disclosed: None.
V. Replacement of CPAs: The Company did not change any CPA in the last 2 years.
(I) Information about former CPAs: None.
(II) Information about the succeeding CPA: None.
(III) The Company shall send the matters specified in item 1 and item 3 above to the former CPA, and notify the former CPA that if there are any disagreements, they should respond in writing within 10 days. The Company shall disclose the reply of the former CPA: None.
VI. Chairman, President, financial or accounting managers of the Company who have worked in the accounting firm or any of its affiliated company in the most recent year: None.
VII. Transfer of Equity Interests and Changes in Pledge of Equity Interests by Directors, Managers, and Shareholders Holding More Than 10% of Shares in the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report.
Table 3
Changes in shareholdings of directors, managers and major shareholders
| Job title
(Note 1) | Name | 2025 | | As of May 6, 2026 | |
| --- | --- | --- | --- | --- | --- |
| | | Increase (decrease) of shares held | Increase (decrease) in shares pledged | Increase (decrease) of shares held | Increase (decrease) in shares pledged |
| Chairman (major shareholder) | Yuan Chuan Steel Co., Ltd. | 0 | 0 | 0 | (1,150,000) |
| | Representative: Chun-Fa Huang | 0 | 0 | 0 | 0 |
| | Representative: Hsiu-Mei Huang | 0 | 0 | 0 | 0 |
| | Representative: Chun-Chao Huang | 0 | 0 | 0 | 0 |
| | Representative: Yung-Chieh Huang | 0 | 0 | 0 | 0 |
| Director | Cheng-Ta International Investment Co., Ltd. | 0 | 0 | 0 | 0 |
| | Representative: Ta-Teng Cheng | 0 | 0 | 0 | 0 |
| | Representative: Min-Chih Hsieh | 0 | 0 | 0 | 0 |
| Independent Director | Huang-Chi Liu | 0 | 0 | 0 | 0 |
| Independent Director | Shu-Tzu Chen | 0 | 0 | 0 | 0 |
| Independent Director | Sheng-Ta Wu | 0 | 0 | 0 | 0 |
| President | Min-Chi Hsiao | 0 | 0 | 0 | 0 |
| Vice President | Chen-Chang Huang (retired on 5/31/2025) | 0 | 0 | 0 | 0 |
| Vice President | Jen-Chin Chiang | 0 | 0 | 0 | 0 |
| Vice President | Yu-Chi Huang | 0 | 0 | 0 | 0 |
| Assistant VP | Jin-Sheng Wang | 0 | 0 | 0 | 0 |
| Assistant VP | Jeffrey Chen | 0 | 0 | 0 | 0 |
| Accounting Supervisor | Chia-Pei Chen | 0 | 0 | 0 | 0 |
| Corporate Governance Officer | Shui-Chun Wang | 0 | 0 | 0 | 0 |
Note 1: Shareholders holding more than 10% of the Company's total shares should be identified as major shareholders and listed separately.
Note 2: If the counterparty of equity transfer or equity pledge is a related party, the following table shall be filled out.
Note 3: For dismissed directors and supervisors, shareholding at the end of the period refers to the shareholding of the month they were dismissed; for new directors and supervisors, shareholding at the beginning refers to the month of new appointment.
Information on share transfer
| Name (Note 1) | Reason for share transfer (Note 2) | Transaction date | Counterparty of transaction | The relationship between the counterparty and the Company, its directors, supervisors, managers and shareholders holding more than 10% of the shares | Number of shares | Transaction price |
|---|---|---|---|---|---|---|
| None. | None. | None. | None. | None. | None. | None. |
Note 1: List the names of the Company's directors, supervisors, managers, and shareholders holding more than 10% of the shares.
Note 2: Fill in the acquisition or disposal.
Information on Share Pledge
| Name (Note 1) | Reasons for pledge changes (Note 2) | Date of change | Counterparty of transaction | The relationship between the counterparty and the Company, its directors, supervisors, managers and shareholders holding more than 10% of the shares | Shareholding ratio | Pledge ratio | Number of shares | Amount of pledge (redemption) |
|---|---|---|---|---|---|---|---|---|
| None. | None. | None. | None. | None. | None. | None. | None. | None. |
Note 1: List the names of the Company's directors, supervisors, managers, and shareholders holding more than 10% of the shares.
Note 2: Indicated as pledge or redemption.
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VIII. Related Party, Spouse, or Relative within the Second Degree of Kinship Among the Top Ten Shareholders
Table 3-1
The relationship between the top 10 shareholders who hold the highest shareholding percentages
As of the date of book closure in the shareholders' meeting (April 30, 2026)
| Name (Note 1) | Shares held by the owner | Shares held by spouse and minor children | Total shares held by nominees | The name of and relationship among the top 10 shareholders if anyone is a related party, a spouse or a relative within second degree of kinship of another (Note 3) | Notes | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Name | Relationship | ||
| Yuan Chuan Steel Co., Ltd. | 44,354,823 | 16.61% | - | - | - | - | A. Miramar Hotel Corporation | A. The chairman of the board of directors is the same person | |
| Representative: Huang, An-di | 0 | 0.00% | 0 | 0 | 0 | 0 | |||
| TZE SHIN INTERNATIONAL CO., LTD. | 20,400,000 | 7.64% | - | - | - | - | A. De An Development Co., Ltd. | A. The person-in-charge is a relative within the second degree of kinship | |
| Representative: Chun-Fa Huang | 0 | 0.00% | 0 | 0 | 0 | 0 | |||
| Xianda Investment Co., Ltd. | 19,474,000 | 7.29% | - | - | - | - | A. Yuanda Investment Co., Ltd. | A. The person-in-charge is a relative within the second degree of kinship | |
| Representative: Ta-Yu Cheng | 0 | 0.00% | 0 | 0 | 0 | 0 | |||
| Miramar Hotel Corporation | 9,813,132 | 3.67% | - | - | - | - | A. Yuan Chuan Steel Co., Ltd | A. The chairman of the board of directors is the same person | |
| Representative: Huang, An-di | 0 | 0.00% | 0 | 0 | 0 | 0 | |||
| Yuanda Investment Co., Ltd. | 6,963,000 | 2.61% | - | - | - | - | A. Xianda Investment Co., Ltd. | A. The person-in-charge is a relative within the second degree of kinship | |
| Representative: Ta-Teng Cheng | 0 | 0.00% | 0 | 0 | 0 | 0 | |||
| King You Development Co., Ltd. | 3,045,600 | 1.14% | - | - | - | - | None. | None. | |
| Representative: Tseng, Ying-Che | 0 | 0.00% | 0 | 0 | 0 | 0 | |||
| De An Development Co., Ltd. | 2,060,000 | 0.77% | - | - | - | - | A. TZE SHIN INTERNATIONAL CO., LTD. | A. The person-in-charge is a relative within the second degree of kinship | |
| Representative: Yung-Lun Huang | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Kang-Ning Lin | 2,040,000 | 0.76% | - | - | - | - | None. | None. | |
| Bing Lin | 1,902,000 | 0.71% | - | - | - | - | None. | None. | |
| Bing-Heng Lin | 1,578,000 | 0.59% | - | - | - | - | None. | None. |
Note 1: All of the top ten shareholders should be listed. For corporate shareholders, the names of the institutional shareholders and the representative should be listed separately.
Note 2: The calculation of shareholding refers to the calculation of shareholding in own name, spouse, underage children or in the name of others.
Note 3: The shareholders listed above include both juridical persons and natural persons, and their relationships with each other shall be disclosed in accordance with the Regulations Governing the Preparation of Financial Reports by Issuers
IX. Number of Shares and Total Shareholding in a Single Company Invested by the Company, its Directors, Supervisors, Managers, and Companies Controlled Either Directly or Indirectly by the Company
Table 4
Comprehensive shareholding ratio
December 31, 2025
Unit: Thousand Shares
| Invested business (Note 1) | The Company's investment | Directors, Supervisors, Managers, and Directly or Indirectly Controlling Businesses | Comprehensive investment | |||
|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | |
| Mayer Corporation Development International Limited(Note 1) | 5,550 | 100.00 | 0 | 0 | 5,550 | 100.00 |
| VIETNAM MAYER CORP., LTD | 0 | 100.00 | 0 | 0 | 0 | 100.00 |
| Mei Kong Development Co., Ltd. | 505,000 | 100.00 | 0 | 0 | 505,000 | 100.00 |
| MIRAMAR DEVELOPMENT (HK) CO.,LTD. | 17,100 | 90.00 | 0 | 0 | 17,100 | 90.00 |
| MAYER INN CORPORATION | 10,000 | 100.00 | 0 | 0 | 10,000 | 100.00 |
| GRAND TECH PRECISION MANUFACTURING (THAILAND) CORPORATION LIMITED | 17,350 | 45.01 | 0 | 0 | 17,350 | 45.01 |
| LUEN JIN ENTERPRISE CO., LTD. | 6,525 | 30.00 | 0 | 0 | 6,525 | 30.00 |
| Meiyi Construction Co., Ltd. | 4,500 | 90.00 | 0 | 0 | 4,500 | 90.00 |
| Diamond Precision Steel Corp. | 3,528 | 42.50 | 0 | 0 | 3,528 | 42.50 |
| Glory World Development Limited | 8,882 | 50.21 | 0 | 0 | 8,882 | 50.21 |
| Sinowise Development Limited(Note 2) | 7,550 | 100.00 | 0 | 0 | 7,550 | 100.00 |
| Elternal Galaxy Limited(Note 2) | 9,350 | 100.00 | 0 | 0 | 9,350 | 100.00 |
| Grace Capital Development Limited(Note 2) | 70 | 100.00 | 0 | 0 | 70 | 100.00 |
Note 1: Mayer Corporation Development International Limited (BVI) was approved by the Court of the British Virgin Islands (BVI) on March 27, 2017 to enter the liquidation procedure and appointed a liquidator. As a result, the Company lost control and was excluded from the consolidated financial statements.
Note 2: Refers to the number of shares and shareholding ratio of the Company's subsidiary, Glory World Development Limited.
[Three. Capital Overview]
I. Capital and shares:
Table 5
(I) Source of share capital: Types of shares issued during the most recent year and up to the publication date of this annual report.
| Year/month | Issuing price | Authorized share capital | Paid-in capital stock | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of share capital | Property other than cash as payment for share payment | Others | ||
| 2019.5 | 320,000,000 | 3,200,000,000 | 267,031,320 | 2,670,310,320 | Note 1 |
Note 1: Approved by the Ministry of Economic Affairs through Letter Jing-Shou-Shang-Zi No. 11330168600 dated 2024.09.25.
| Type of shares | Authorized share capital | Remarks | ||
|---|---|---|---|---|
| Outstanding shares (Note) | Unissued shares | Total | ||
| Registered common stock | 267,031,320 | 52,968,680 | 320,000,000 | Listed stocks |
Note: Please specify if the stock is listed or listed on TPEx (if it is restricted on the TWSE, it should be marked).
Information related to shelf registration system
| Type of securities | Scheduled issuance amount | Issued Amount | The purpose and expected benefits of the issued portion | Scheduled issuance period of the unissued part | Remarks | ||
|---|---|---|---|---|---|---|---|
| Total number of shares | Approved amount | Number of shares | price | ||||
| None. | None. | None. | None. | None. | None. | None. | None. |
(II) List of major shareholders: list the shareholders with shareholdings of $5\%$ or more. If there are fewer than ten, disclose the names of the shareholders with the top ten shareholdings, the number and percentage of their shareholdings.
Table 8
List of major shareholders
April 20, 2026
| Shares of Stock
Name of major shareholder | Number of shares held | Shareholding ratio % |
| --- | --- | --- |
| Yuan Chuan Steel Co., Ltd. | 44,354,823 | 16.61 |
| TZE SHIN INTERNATIONAL CO., LTD. | 20,400,000 | 7.64 |
| Xianda Investment Co., Ltd. | 19,474,000 | 7.29 |
| Miramar Hotel Corporation | 9,813,132 | 3.67 |
| Yuanda Investment Co., Ltd. | 6,963,000 | 2.61 |
| King You Development Co., Ltd. | 3,045,600 | 1.14 |
| De An Development Co., Ltd. | 2,060,000 | 0.77 |
| Kang-Ning Lin | 2,040,000 | 0.76 |
| Bing Lin | 1,902,000 | 0.71 |
| Bing-Heng Lin | 1,578,000 | 0.59 |
(III) Dividend policy and implementation status:
1. Dividend policy:
The Company's dividend policy takes into account the Company's capital needs and long-term financial planning, in line with current and future development plans, the investment environment and domestic and international competition, and the interests of shareholders, in order to determine the amount and type of earnings distribution. If the Company has earnings in the annual final accounting, it shall first pay income tax and make up for the losses of the previous years, and then set aside 10% of the balance as a legal reserve, unless the legal reserve amounts to the total paid-in capital. and special reserve shall be appropriated or reversed in accordance with the regulations of the competent authority. However, if special reserve is appropriated for the net deduction of other equity accumulated in the previous period, the same amount of special reserve shall be appropriated from the undistributed earnings of the previous period. If there is still insufficient, after adding the current after-tax net profit and the item other than the current period's net profit and included in the amount of undistributed earnings of the current period, together with the accumulated undistributed earnings of previous years, the Board of Directors shall prepare a proposal for earnings distribution and submit it to the shareholders' meeting for resolution.
The Company may distribute earnings in the form of cash dividends or stock dividends. If distribution is made, shareholders' dividends shall be set aside based on the distributable earnings in the year of final accounting for no less than 50% each year. The percentage of stock dividends shall not exceed 50% of the total dividends.
- Implementation: (Approved by the Board of Directors on March 20, 2026, and submitted to the shareholders' meeting on June 18, 2026 for resolution)
The Company's after-tax earnings for 2025 as audited by the CPA amounted to NT$568,346,686 (same currency hereinafter). The earnings available for distribution
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this time amount to NT$828,759,715. The proposed shareholder dividend is a cash dividend of NT$1.8 per share, and the total amount of shareholder dividends to be distributed is NT$480,656,376.
(IV) Impacts of the stock dividends proposed at the current shareholders' meeting on the Company's operating performance and earnings per share:
| Item | Year 2025 | |
|---|---|---|
| Paid-in capital at the beginning of the period (NTD) | 2,67,031,320 | |
| Dividends for the year (Note 1) | Cash dividend per share (NTD) | 1.8 |
| Stock dividends issued from capitalization of earnings (shares) | 0.0 | |
| Stock dividends per share through capitalization of capital reserve | 0 | |
| Changes in business performance | Operating profit | Not applicable (Note 2) |
| Operating income increase (decrease) ratio year-on-year | ||
| Net profit after tax | ||
| Net profit after tax increase (decrease) from the same period last year | ||
| Earnings per share | ||
| Earnings per share increase (decrease) ratio year-on-year | ||
| Annual average return on investment (annual average PE ratio reciprocal) | ||
| Pro forma EPS and P/E ratio | If capitalized earnings are fully capitalized, they will be distributed instead as cash dividends | Pro forma earnings per share (NTD) |
| Proposed average annual return on investment | ||
| If the capital reserve has not been transferred to capital increase, | Pro forma earnings per share (NTD) | |
| Proposed average annual return on investment | ||
| If no capital reserve is made and earnings are transferred to capital, cash dividends are paid instead | Pro forma earnings per share (NTD) | |
| Proposed average annual return on investment |
Note 1: To be submitted to the report of 2025 Shareholders' Meeting.
Note 2: According to the "Regulations Governing the Publication of Financial Forecasts of Public Companies," the Company is not required to disclose financial forecast information for fiscal year 2022, therefore there is no estimated data for fiscal year 2022.
(V) Remuneration to employees, directors and supervisors:
- Percentages or ranges with respect to employees'/directors'/supervisors' remuneration as stated in the Articles of Incorporation:
In case of profit in the year, the Company shall allocate 1% - 5% as remuneration to employees, and no more than 3% as remuneration to directors. However, if the Company still has accumulated losses, it shall first reserve an amount to offset the losses, the remaining balance is then appropriated.
Employees' remuneration may be paid in the form of shares or cash, and the remuneration may be paid to the employees of the Company and the subsidiaries of the Company who meet certain criteria. Remuneration to directors shall be in the form of cash only.
Matters concerning the distribution of employees' remuneration and directors' remuneration shall be resolved by a board of directors meeting attended by at least two-thirds of the directors and approved by more than half of the attending directors, and shall be reported at a shareholders' meeting.
- The basis for estimating the amount of employee, director, and supervisor remuneration, for calculating the number of shares to be distributed as employee remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure:
If there is still a change in the amount of payment resolved by the shareholders' meeting in the following year, it will be treated as a change in accounting estimate and adjusted into the account in the year of the shareholders' meeting. If the shareholders' meeting resolves to distribute employee remuneration in the form of stock, the amount of employee remuneration in stock dividends is determined by dividing the amount of the dividend resolved by the fair value of the stock. The fair value of the stock is based on the closing price on the day before the shareholders' meeting resolution date, taking into account the impact of ex-rights and ex-dividends.
- Distribution of remuneration approved by the Board of Directors:
(1) Employees' remuneration and directors'/supervisors' remuneration distributed in cash or shares. If there is any discrepancy between the amount and the estimated amount of the expense recognized, the discrepancy, cause and treatment status shall be disclosed: The Company's 2025 profitability has been audited by the CPA, and the audited amount was used as the basis for calculation. Pursuant to the Articles of Incorporation, 5% was appropriated as employee remuneration in the amount of NT$36,403,727, to be paid in cash. Of the aforesaid employee remuneration, no less than 10% was appropriated for distribution to grassroots employees in accordance with the Articles of Incorporation. Number of grassroots employees (persons): 184; total amount appropriated (NT$): 4,698,279; to be paid in cash, and 3% was appropriated as director remuneration in the amount of NT$21,842,236, to be paid in cash. The above amounts are consistent with the estimated amounts recognized as expenses for the year.
(2) The amount of employee remuneration distributed in shares and its proportion to the net income after tax in the parent company only financial statement and the total employee remuneration: None. There was no employee remuneration distributed in shares this period (2025).
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- The actual distribution of remuneration to employees, directors, and supervisors in the previous year (including the number of shares, amount, and stock price), and any discrepancy between the actual distribution and the recognized remuneration to employees, directors, and supervisors in the previous year, and the reason for the discrepancy and treatment circumstances.
| Item | Estimated amount of 2024 distributed | Amount of actual distribution | Differences |
|---|---|---|---|
| Employees' remuneration in cash | 52,961,948 | 52,961,948 | 0 |
| Amount of employee remuneration shares | None. | None. | None. |
| Remuneration to directors and supervisors | 31,777,169 | 31,777,169 | 0 |
There is no difference between the actual distributed amount and the recognized amount.
(VI) Shares repurchased by the Company:
Table 10
- Those that have been executed:
(1) Shares repurchased by the Company (execution completed)
May 6, 2026
| Repurchase periods (Note) | (Term) | (Term) |
|---|---|---|
| Purpose of repurchase | None. | |
| Repurchase period | ||
| Repurchase range price | ||
| Type and quantity of shares repurchased | ||
| Amount of shares repurchased | ||
| Ratio of repurchased shares to expected repurchased shares (%) | ||
| Quantity of canceled and transferred shares | ||
| Cumulative quantity of the Company's shares held | ||
| Ratio of cumulative holding of the company’s shares to total number of issued shares (%) |
Note: The number of columns is adjusted according to the actual number of issuances.
- Under implementation: None.
(2) Shares repurchased by the Company
May 6, 2026
| Repurchase periods | (Term) | (Term) |
|---|---|---|
| Purpose of repurchase | None. | |
| Types of shares repurchased | ||
| Upper limit on the total amount of the shares repurchased | ||
| Scheduled repurchase period | ||
| Quantity scheduled to be repurchased | ||
| Repurchase price range | ||
| Type and quantity of shares repurchased | ||
| Amount of shares repurchased | ||
| Ratio of repurchased shares to expected repurchased shares (%) |
II. The status of corporate bonds shall include corporate bonds that have not been repaid or in process, and the relevant matters and the impact on shareholders' equity shall be disclosed with reference to Article 248 of the Company Act. Private equity corporate bonds shall be prominently marked: None.
III. The preferred shares issued shall include both outstanding and under-going preferred shares, and the terms and conditions of the issuance, the impact on shareholders' equity, and the matters specified in Article 157 of the Company Act shall be disclosed. Private placement of preferred shares shall be prominently marked: None.
IV. The GDRs that have participated in the issuance but have not been fully redeemed shall be included, and the date of issuance, total amount issued, and the rights and obligations of the GDR holders shall be disclosed. If the ADRs are private placements, it should be prominently marked: None.
V. The status of employee stock options and employee restricted shares: Record the following:
(I) The following shall be recorded for the issuance of employee stock warrants:
- For employee stock options that have not yet expired, the status of employee stock options as of the publication date of the annual report and the impact on shareholders' equity shall be
disclosed. Private placement of employee stock warrants shall be prominently marked: None.
- Names of managers who have acquired employee stock options and names of employees ranking top ten in exercisable shares as at the publication date of this annual report: None.
(II) Record the following information on the issuance of restricted employee shares:
- For the RSAs that have not yet met all of the conditions, the status of processing of the RSAs as of the publication date of the annual report and the impact on shareholders' equity shall be disclosed: None.
- Names of managers holding the RSAs and top ten employees holding the most shares up to the date of publication of the annual report: None.
VI. For the issuance of new shares for the merger or acquisition of shares of another company, the following shall be stated:
(I) Disclosure of any companies that have merged or acquired shares and issued new shares in the most recent year to the day this report was printed: None.
(II) If the board of directors has resolved to issue new shares for the acquisition or transfer of shares of another company in the most recent year and up to the publication date of the annual report, the implementation status and basic information of the target company or the company from which the shares are transferred shall be disclosed. Issuance of new shares for acquisition or transfer of shares of another company in progress and the effect on shareholders' equity: None.
VII. Execution of the Plan for Utilization of Funds
(I) Project content:
As of the quarter prior to the publication date of the annual report, previous issuance or private placement of securities has not been completed, or has been completed in the last three years and the planned benefits have not yet emerged: None.
(II) Implementation status:
Analysis of the purpose of each plan mentioned in the preceding paragraph item by item, and its implementation compared with the original expected benefits in the previous quarter as of the print date of the annual report: None.
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[Four. Operational Overview]
I. Business contents
(I) Business scope
-
Main content:
(1) Manufacture of steel pipes and various accessories.
(2) Various products from steel rolling.
(3) Steel and other alloy metal tubes and sheets.
(4) Zinc plating and electroplating for various products.
(5) Various products made by rolling. (Hot-rolled coils, cold-rolled coils, stainless steel coils, carbon steel, alloy steel)
(6) Importing and exporting products and raw materials domestically and internationally, as well as processing on behalf of customers.
(7) Agency, design, technical services and tender for manufacturing equipment of related businesses above.
(8) The business of commissioning construction companies to build public housing and commercial buildings for lease and sale. -
Weight of business:
| Item | 2024 | 2025 |
|---|---|---|
| Sale value | Sale value | |
| Steel | 96.19 | 86.58 |
| Construction | 0 | 9.13 |
| Hotel | 3.78 | 4.25 |
| Investment | 0.03 | 0.04 |
| Total | 100.00 | 100.00 |
- The Company's current product items and new products planned to be developed:
(1) Current products
A. Carbon steel
a. Black steel pipe, galvanized steel pipe for piping, galvanized wire conduit, and unthreaded steel pipe for electric wire.
b. Steel pipes for mechanical processing: steel pipes for mechanical structure and steel pipes for general structure.
c. Cutting of carbon steel plates.
B. Stainless steel
a. Stainless steel pipe:
Stainless steel pipes for industrial piping, stainless steel pipes (compressed pipes) for general piping, stainless steel pipes for mechanical structure, stainless steel pipes for boilers and heat exchangers, stainless steel sanitary pipes, and stainless steel pipes for automobile exhaust.
b. Special joints and accessories for stainless steel pipe fittings for piping.
c. Cutting of stainless steel plates.
(2) New products planned to be developed in the future: Newly developed products include medium-carbon alloy steel and small- to medium-diameter, thick-walled carbon steel pipes for mechanical structures.
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(II) Industry overview: Describe the current status and development of the industry, the relevance of the upstream, midstream and downstream of the industry, product development trends and competition.
- Changes in raw materials
From the beginning of 2026 to the end of February, international iron ore prices were generally maintained at around US$96 to US$110 per ton. During the same period, the price of coking coal also remained relatively stable, at around US$218 to US$249 per ton. Compared with the same period last year, raw material prices have remained relatively stable.
- Steel supply and demand in Taiwan
According to forecasts published by the World Steel Association in October 2025, global steel demand bottomed out between 2024 and 2025 following a period of high interest rates and inventory adjustments, and is expected to experience a distinct but moderate recovery in 2026. Global demand is projected to increase by approximately 23.3 million tons, representing a growth rate of 1.3%, for a total demand of approximately 1.772 billion tons. Growth momentum has primarily come from strong growth in developing countries—particularly India—the recovery of growth in Europe, and a narrowing decline in steel demand in China. The driving forces behind the rebound include the delayed release of residential construction, improvements to the investment environment through eased financing, and infrastructure development. Main risks: High manufacturing costs, escalating trade friction, and geopolitical uncertainty. In addition, China announced that starting January 1, 2026, it will implement an export license management system for about 300 steel products. This marks the re-launch of the system after a 16-year hiatus, intended to address international trade friction, curb the export of low-priced steel products, and guide the industry toward higher quality production. This policy will cover hot-rolled, cold-rolled, galvanized, and stainless steel products, and is expected to mitigate supply pressure in the Asian steel market. In the past two years, Taiwan's steel industry suffered from the factors mentioned above, and steelmakers experienced a downturn in operations. However, China Steel has repeatedly raised list prices since the beginning of 2026, increasing prices by NT$300 per metric ton in both January and February, and further raising them by NT$500 in March – the second-highest increase in the last eight months. While rising raw material costs are a factor, more encouragingly, downstream customers have begun to increase orders, nearly clearing existing inventory. This has revitalized the entire supply chain, and inventory replenishment is now underway. In summary, the steel industry is expected to have recovered from the downturn of 2025 and is showing moderate signs of recovery in 2026.
- The Company's product development trend
The demand for engineering steel pipes and steel plates for public infrastructure and construction projects, including factories and residential buildings, has started to be released into the market. The company can expect vibrant demand for products related to construction engineering, such as galvanized steel pipes, galvanized wire conduits, stainless steel pipes, and stainless steel plates. We will fully comply with the customer's project
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progress needs and provide sufficient supplies according to the established plan. For steel pipes for civil construction and machining purposes, the production and sales schedule is adjusted flexibly to accommodate the flexible nature of the consumer market.
(III) Technology and R&D overview: R&D expenses and successfully developed technologies or products in the most recent year and up to the date of publication of the annual report.
- Further improvement of the welding strength and yield rate of steel pipes
- Manufacturing and processing of medium carbon alloy steel pipes
- Increase the welding speed of stainless steel pipes
- Saving and reducing the consumption of water, electricity, oil, and materials
(IV) Long-term and short-term business development plans:
- Short-term business development:
(1) Strengthen business services to ensure market share, effectively grasp the flow of orders from customers, and strictly control the production and sales process from order receiving to delivery, to improve customer satisfaction.
(2) Strengthen flexible raw material procurement and inventory control to achieve management benefits by reducing capital requirements and cost risks.
(3) Promote the full implementation of the new CNS verification and registration system for hot-dip galvanized steel pipes to ensure the stable quality of the materials used in domestic construction, the quality assurance of domestic steel pipe customers, and the construction of a reasonably competitive construction management environment.
- Long-term business development:
(1) Integrate the sales and marketing functions of the domestic and overseas production sites.
(2) Raise the total equipment utilization rate of the regional production sites.
(3) Implement product differentiation strategies to ensure quality competitiveness.
(V) Subsidiaries in the consolidated financial statements:
- Mayer Steel Pipe (Vietnam) Co., Ltd. is a reinvested subsidiary of the Company, established to align with our customers' expansion of overseas production bases. The purpose of its establishment is to build a professional manufacturing plant for welded steel pipes for mechanical structures, supplying mechanical processing steel pipes required by customers in Vietnam and the ASEAN region. Leveraging the strategic advantage of localized supply, it provides customers with a value service chain that delivers the right product at the right time and in the right quantity, thereby assisting customers in reducing costs, improving quality, and breaking new ground for overseas business bases to achieve mutual support and shared growth. In recent years, its production and sales have developed steadily, customer demand has increased consistently, and both revenue and profits have remained stable. It has successfully established a strong foothold and become a vital supply partner for local Taiwanese businesses.
-
Currently, the business items Mayer Inn Corporation operates mainly focus on business travel. Mayer Inn was previously severely impacted by the COVID-19 pandemic, resulting in no significant investment benefits. However, since 2023, as the pandemic eased and countries gradually lifted lockdowns and relaxed travel restrictions, the situation for the business travel industry gradually picked up. Mayer Inn Corporation's occupancy rate and
-
121 -
room rates also began to rise, and its revenue and profits have been steadily growing, with an operating profit of NT$73,934 thousand in 2025.
II. Overview of the market, production and sales
(I) Market analysis:
- Sales regions of the main products:
| By region | 2024 | 2025 | ||
|---|---|---|---|---|
| Net sales | Proportion(%) | Net sales | Proportion(%) | |
| Taiwan | 4,853,781 | 92.60 | 4,405,084 | 92.86 |
| Vietnam | 230,837 | 4.40 | 197,439 | 4.16 |
| Thailand | 105,113 | 2.01 | 91,861 | 1.94 |
| Others | 52,111 | 0.99 | 49,146 | 1.04 |
| Total | 5,241,842 | 100.00 | 4,743,530 | 100.00 |
- Market share, future supply and demand, and growth:
(1) Carbon steel products
A. A. Sales volume in 2025 decreased by approximately NT$42 million (about 2%) compared to 2024. However, with the management team adjusting the sales product portfolio and effective inventory control, the profit from sales of iron and steel was significantly higher. Long-term:
The demand for steel for public construction and industrial plants in Taiwan is still stable. Looking ahead to 2026, the global steel market is expected to experience the worst, and the economy is expected to recover.
B. In September 2024, Taiwan's Central Bank launched the seventh wave of credit control measures. Coupled with tighter mortgage lending by banks, both buyers and sellers have adopted a wait-and-see attitude, leading to a rapid decline in transaction volume. The Central Bank will hold its first quarterly board of directors and supervisors meeting on March 19, 2026. Much attention will focus on whether the seventh wave of real estate credit controls—which had been in place for a year and a half—will be relaxed. However, this is not expected to have a significant impact on demand for materials used in ongoing residential construction projects in the short term. The visibility of public infrastructure and new private factory projects remains low, and further progress will depend on government policy direction and investment promotion efforts.
C. The mechanical processing industry has been gradually recovering its energy supply due to the gradual reconstruction of the supply chain for automobiles and motorcycles in the domestic and overseas markets. Although the recovery in demand is relatively slow, the industry's output and sales value can still be expected to be optimistic in the future.
D. D. The Company's investment plans for establishing manufacturing facilities in Southeast Asia have been fully implemented, with production and sales in Vietnam and Thailand gradually recovering to pre-pandemic levels following the impacts of the COVID-19 pandemic.
(2) Stainless steel products
A. The domestic market in Taiwan continues to experience an oversupply, resulting in a prolonged cycle of undifferentiated competition among upstream steel mills. This has led to persistent challenges for downstream processing industries, which face difficulty passing on or mitigating price impacts.
B. From the fourth quarter of 2025 onwards, prices for raw materials and stainless steel products in the market stopped falling and have continued to decline, primarily due to Indonesia's significant tightening of nickel industry controls. This was aimed at promoting the development of high value-added downstream industries and reducing overcapacity. In 2026, the nickel ore quota is expected to be reduced from 379 million tons in 2025 to approximately 250-260 million tons, a decrease of over 30%. Some smelting output quotas have been slashed by more than 70%. The policy priorities include the restriction of new smelting projects, an increase in resource taxes and fees, and tightening of environmental compliance, and even the requirement for foreign equity ownership ratio. This will have a positive effect on the global stainless steel production and sales order and supply and demand prices.
C. The Company's stainless steel coil trimming service benefits from a strong long-term relationship with suppliers and effective inventory management, resulting in generally good control. However, the stainless steel industry trend continued to decline in 2025, and this was compounded by the impact of US equivalent tariffs and Section 232 of the Trade Expansion Act on steel and aluminum products. As a result, raw material and finished goods prices fell steadily, leading to a significant decrease in stainless steel coil sales value compared to 2024, and losses expanded.
D. The Company's supply of stainless steel pipes remains stable and of consistent quality, earning customer preference and designated usage. This demand stability is expected to sustain prices and profitability.
- Competitive niche and favorable and unfavorable factors for development prospects, and countermeasures:
(1) Competitive advantage:
A. Good quality
B. Delivery date coordination
C. Rapid customer service
(2) Favorable and unfavorable factors for the development prospect:
A. Favorable factors:
a. Good brand reputation: The Company was established in 1959 and became the first seamed steel pipe manufacturer in Taiwan. The excellent quality, accurate delivery, friendly service, and excellent brand image have won the trust of customers.
b. Strict quality control: The Company attaches great importance to the quality of raw materials, and constantly consults with upstream raw material suppliers. The quality control of the production process is also very strict. Therefore, the product recycling rate is high and the defect rate is low. The stable product quality is guaranteed. The Company's products have been awarded the Chinese Character Mark by the Central Bureau of Standards and Standards, Ministry of
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Economic Affairs, and have been certified as a Class-A Quality Control Factory by the Commodity Inspection and Quarantine Bureau, Ministry of Economic Affairs. Its quality is rated B+, and it was awarded the ISO 9002 certification by the Bureau of Commodity Inspection, MOEA in November 1995. In January 2000, we became the first domestic manufacturer to pass the Commercial Inspection Bureau's ISO 9002 quality certification for polyethylene-coated steel pipes, further demonstrating the technical strength of our factory.
c. Strong R&D capability: With 60 years of experience, the Company has successfully developed internal weld removal precision steel pipes, alloy steel pipes, and anti-corrosion coated steel pipes over the years. In the future, we will continue to refine our production technology, maintain our leading position in professionalism, and maintain the reputation of "Mayer of technology".
d. Excellent equipment performance: The Company has sophisticated machinery and equipment, including full-automatic temperature-controlled welding high-speed pipe making machine and angle steel pipe production equipment; full-automatic hot-dip galvanizing equipment uses dry-type dust treatment equipment, complies with the emission standards of the environmental protection agency; the high-speed automatic threading machine sets the equipment and production capacity to fully meet the eager market demand for Mayer branded steel pipes.
e. High flexibility in order intake and flexible market strategy: The Company is able to accurately grasp the market pulse and customer needs, make accurate production plans, and prepare materials for production in advance to shorten the delivery period. Therefore, the Company has greater flexibility in order intake and a more flexible market strategy.
B. Unfavorable factors:
a. Small quantities and customized demand is the trend in the steel pipe market. With less order batch and production batch, the unit production cost will increase.
b. The worksite environment is poor, which makes it difficult to recruit and cultivate professional and technical talents.
c. The market competition is more internationalized, and the changes will be more rapid and fierce.
(3) Countermeasures:
A. Review the performance of the existing production and manufacturing equipment, and study and evaluate the need for equipment purchase and modification. The goal is to increase the production value capacity, reduce the production cost, and improve the product process capability and quality standard.
B. Continue to comply with environmental protection laws and regulations by investing and improving pollution prevention equipment, so that the discharged wastewater, waste gas and noise meet or exceed the legal standards to prevent environmental disputes.
C. Continue to insist on supplying a product image of good quality and stable supply, and strengthen customer services, effectively differentiate from low-
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priced competitive products in the market, and maintain market share and reasonable selling price.
D. Actively innovating technology and developing competitive products, in order to provide products that satisfy customers and expand market share.
(II) Important uses of the main products and production processes:
| Main products | Purpose |
|---|---|
| Black steel pipe | Construction, mechanical pipes, refrigeration pipes. |
| Galvanized steel pipe for piping | Construction, gas pipes, freezing pipes. |
| Galvanized wire conduit | Lead wire tubes. |
| Mechanical structure pipes | Auto and motorcycle parts, mother pipes for pumping pipes, bicycle pipes, furniture pipes, structural pipes for greenhouses, sports equipment, and pipes for containers. |
| General structure pipe | Lead wire tubes. |
| Threadless wire steel pipe | Lead wire tubes. |
| Polyethylene coated steel pipe | Corrosion-resistant pipes for gas pipes, petroleum pipes, water pipes, and electric conduits for underground burial. |
| Cutting of steel plates | Home appliances, auto and motorcycle parts, kitchen utensils, chemical engineering machinery parts. |
| Stainless steel pipe | Piping for buildings. |
| Couplings and accessories for stainless steel compression pipe fittings | Piping for buildings. |
| Cutting of stainless steel | Home appliances, auto and motorcycle parts, kitchen utensils, chemical engineering machinery parts. |
Production process:

(III) Supply of main raw materials:
| Main raw materials | Description |
|---|---|
| Carbon steel coils | China Steel Corporation; CHUNG HUNG STEEL CORPORATION; Shang Cheng Steel Industrial Co., Ltd. |
| Stainless steel coils | Tang Eng Iron Works Co., Ltd.; Tung Mung Development Co., Ltd.; YIEH UNITED STEEL CORP.; Walsin Lihwa Corporation |
| Zinc ingot | SUMITOMO, KZ TRADING |
(IV) Names of customers accounting for more than 10% of total purchases (sales) in any of the last two years, and the amount and percentage of purchases (sales), and explain the reasons for the changes:
- The names of customers accounting for more than 10% of the total sales in any of the last two years, and the sales amount and percentage
Table 16-1
Information of major customers in the most recent two years
Unit: NT$ thousand
| Item | 2024 | 114 | 2026 up to the previous quarter | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Amount | Percentage to net sales of the whole year (%) | Relationship with the issuer | Name | Amount | Percentage to net sales of the whole year (%) | Relationship with the issuer | Name | Amount | Percentage to the net sales amount of the current year up to the previous quarter (%) | Relationship with the issuer | |
| 1 | Company A | 526,511 | 10.06 | General | Company A | 528,450 | 11.14 | General | Company A | 125,904 | 12.36 | General |
| 2 | - | - | - | - | - | - | - | - | - | - | - | - |
| Others | 4,715,331 | 89.94 | General | Others | 4,215,139 | 88.86 | General | Others | 893,115 | 87.64 | General | |
| Net sales | 5,241,842 | 100.00 | Net sales | 4,743,589 | 100.00 | Net sales | 1,019,019 | 100.00 |
Note 1: List the names of customers whose sales total more than 10% in the last two years, along with their sales amounts and percentages. If contracts prohibit the disclosure of customer names or if the transactions involve individuals who are not related parties, use codes instead.
Note 2: As of the publication date of annual report, if the most recent financial information of a listed company or a company with shares traded on the TPEx that has been audited or reviewed by a CPA, such information should also be disclosed.
Reason for the change: Due to an increase in business volume, Company A has maintained a steady level of procurement, resulting in a slight increase in sales to that company, with no other significant changes.
- The name of the customer who accounted for more than 10% of the total purchase in any of the last two years, and the amount and proportion of the purchase:
Table 16-2
Information on major suppliers in the last 2 years
Unit: NT$ thousand
| Item | 2024 | 114 | 2026 up to the previous quarter | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Amount | Percentage to net purchase of the whole year (%) | Relationship with the issuer | Name | Amount | Percentage to net purchase of the whole year (%) | Relationship with the issuer | Name | Amount | Percentage to net purchase amount of the current year up to the previous quarter (%) | Relationship with the issuer | |
| 1 | Company B | 1,357,850 | 32.39 | General | Company X | 824,174 | 29.59 | General | Company X | 238,969 | 46.63 | General |
| 2 | Company X | 934,807 | 22.30 | General | Company B | 616,226 | 22.13 | General | Company I | 92,748 | 18.10 | General |
| 3 | Company Y | 836,631 | 19.95 | General | Company Y | 414,171 | 14.87 | General | Company E | 90,659 | 17.69 | General |
| 4 | Company E | 429,523 | 10.24 | General | Company E | 350,507 | 12.58 | General | - | - | - | - |
| Others | 633,815 | 15.12 | General | Others | 580,044 | 20.83 | General | Others | 90,062 | 17.58 | General | |
| Net purchase | 4,192,623 | 100.00 | Net purchase | 2,785,122 | 100.00 | Net purchase | 512,438 | 100.00 |
Note 1: List the names of suppliers whose purchases total more than 10% in the last two years, along with their purchase amounts and percentages. If contracts prohibit the disclosure of supplier names or if the transactions involve individuals who are not related parties, use codes instead.
Note 2: As of the publication date of annual report, if the most recent financial information of a listed company or a company with shares traded on the TPEx that has been audited or reviewed by a CPA, such information should also be disclosed.
The reason for the increase or decrease: only the adjustment of the amount of purchase from the supplier, there is no significant change.
III. Number of employees, average year of service, average age and education distribution in the last two years and the current year as of the publication date of the annual report.
Table 19
Information on employees in the most recent two years and up to the publication date of the annual report
| Year | 2024 | 2025 | 2026 up to March 31 | ||
|---|---|---|---|---|---|
| Number of employees | Administrative position | Company | 78 | 72 | 76 |
| Factory | 52 | 85 | 94 | ||
| Production position | 245 | 196 | 192 | ||
| Total | 373 | 353 | 362 | ||
| Average age | 42.97 | 43.78 | 44.51 | ||
| Average years of service | 10.25 | 11.18 | 10.93 | ||
| Education distribution ratio | Doctoral Degree | 0.00 | 0.00 | 0.00 | |
| Master's Degree | 0.02 | 0.03 | 0.03 | ||
| Junior College | 0.31 | 0.33 | 0.33 | ||
| Senior High School | 0.36 | 0.30 | 0.30 | ||
| Below high school | 0.31 | 0.34 | 0.34 |
IV. Information on environmental protection expenditure: The Company did not have ROHS related impact in the most recent year and as of the printing date of the annual report
(I) The total amount of losses (including remuneration) and penalties for environmental pollution in the most recent year and up to the date of publication of the annual report: None.
(II) Future countermeasures and possible expenditure:
- Countermeasures and improvement plans: The improvement has been completed and will be monitored in the future.
- Estimated environmental protection expenditures for the next three years
| Item | 2026 | 2027 | 2028 | |
|---|---|---|---|---|
| A | Proposed purchase of pollution control equipment or content of expenditure | Replacement of filter bags P005, P006, P007, and P008 of dust collector (including support cage) | Replacement of filter bags P005 and P006 of dust collector (including support cage) | Replacement of filter bags P005, P006, P007, and P008 of dust collector (including support cage) |
| Status of improvements | In progress | NA | NA |
| Amount of Design Improvement | NT$1,000,000 | NT$600,000 | NT$1,000,000 | |
|---|---|---|---|---|
| Amount of implementation expenditure | ||||
| B | Proposed purchase of pollution control equipment or content of expenditure | Update the electrical control box of the wastewater plant at the headquarters | Main Plant #5GG Scrubber Equipment Upgrade | Main Plant #3GG Dust Collector Equipment Upgrade |
| Status of improvements | Completed | NA | NA | |
| Amount of Design Improvement | NT$1,000,000 | NT$10,000,000 | NT$8,000,000 | |
| Amount of implementation expenditure | NT$1,000,000 | |||
| C | Proposed purchase of pollution control equipment or content of expenditure | Overflow containment barrier for the rust-proof oil tank | Oil vapor extraction system for the rust-proof oil tank | |
| Status of improvements | NA | NA | ||
| Amount of Design Improvement | NT$5,000,000 | NT$3,000,000 | ||
| Amount of implementation expenditure |
- Impact after improvement: Compliance with environmental protection laws and regulations.
V. Labor-Management Relations
(I) List the Company's various employee welfare measures, continuing education, training, retirement systems and their implementation, as well as the agreements between labor and management, and various measures to protect the rights and interests of employees:
- Employee welfare measures:
The Company's Employee Welfare Committee was established in October 1965. Since its establishment, all business activities have been implemented in accordance with the Employee Welfare Committee Charter.
Benefits and their implementation are summarized as follows:
(1) Bonus Benefits: Overtime pay, holiday bonuses, employee birthday cash gifts, year-end bonuses, performance bonuses
(2) Leave benefits: two-day weekend, childcare leave, menstrual leave, annual leave, paternity check-up and paternity leave, maternity check-up leave, maternity leave, family care leave, wedding leave, and bereavement leave
(3) Insurance benefits: Labor insurance, national health insurance, accident insurance, employee/family group insurance, employee physical exam, employee pension, labor retirement contribution.
(4) Dining Benefits: Employee meal allowance, meal compensation
(5) Clothing benefits: Employee uniform, safety helmets, and safety shoes.
(6) Transportation benefits: company car, domestic and international business travel expense subsidy.
(7) Entertainment benefits: domestic travel, issuance of travel vouchers
(8) Subsidiary benefits: Marriage subsidy, birth subsidy, on-the-job training, funeral subsidy, injury and illness consolation payment, retirement bonus, scholarship for employees’ children, wedding gifts.
(9) Employee remuneration: Appropriation of 1% to 5% as employee remuneration in accordance with the Articles of Incorporation
(10) Welfare funds: Welfare funds are appropriated at 0.05% of the net operating revenue, 20% of the scraps' income and 0.5% of the monthly base salary on a monthly basis.
Implementation status: In 2025, the Company spent a total of NT$4,221 thousand on festival benefits, NT$64 thousand in consolation payments, NT$636 thousand in birthday parties, NT$3,442 thousand in travel expenses, and NT$327 thousand in scholarships.
- Retirement system:
(1) It is a "defined contribution plan" - the Company complies with the pension system of the "Labor Pension Act", which is a defined contribution plan managed by the government. The retirement plan is withdrawn based on 6% of the employees' monthly salary. The funds are paid to the individual account held by the Bureau of Labor Insurance. In 2025, the Company was required to contribute NT$9,147 thousand in accordance with the percentages specified in the defined contribution plan.
(2) It is a "defined benefit plan" - the Company complies with the pension system of the "Labor Standards Act" of R.O.C., and it is a defined benefit pension plan. Employee pension is calculated based on the years of service and the average salary of the six months prior to the approved retirement date. The Company contributes 4% of the total monthly salary to the employee pension fund, which is deposited by the Labor Pension Fund Monitoring Committee in the pension account with the Bank of Taiwan in the name of the committee.
(3) It is a "defined benefit plan" - based on the employees who meet the retirement qualifications by the end of each year, a trial calculation is made before the end of March of the year, and a full retirement reserve is deposited into the retirement reserve account of Bank of Taiwan.
Before the end of the fiscal year, if the balance in the special account is insufficient to pay the employees who meet the retirement requirements in the following year, the difference will be allocated in a lump sum before the end of March of the following year. The account is managed by the authority set up by the central competent authority, and the Company has no right to participate in the use of the pension fund. In 2025, the Company has appropriated NT$1,357 thousand to the special account and offset the net defined benefit liabilities.
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Implementation status:
| Description | Male/Number of people | Female/Number of people | Total |
|---|---|---|---|
| Employees who actually took unpaid child care leave in 2025 | 2 | 0 | 2 |
| Number of employees who actually resumed their duties after parental leave in 2025 | 1 | 0 | 1 |
| Retired employees in 2025 | 2 | 1 | 3 |
- Employee rights protection measures:
(1) The Company has established the trade union of Mayer Steel Pipe Works Co., Ltd. to establish a platform for communication between labor and management. The trade union representative meeting is held once a year and the board of directors' and supervisors' meetings are held once every quarter. Employees can express their opinions through the labor representatives and meetings.
(2) In order to protect the rights and interests of both parties, strengthen bilateral cooperation, improve work efficiency, enhance member welfare, and promote business development, the two parties signed a group agreement on March 1, 2026. This agreement is effective for 3 years, within 3 months prior to expiration, the parties shall exchange representatives to discuss the renewal or conclusion of a new contract. The content of the contract is mostly superior to the regulations of the Labor Standards Act, including "The wages of the union member shall not be reduced, but the Company shall negotiate with the union if there is a significant reason for reducing the wages. Prior to negotiating with the employer, the union must obtain authorization from its members, either in advance or through retrospective recognition;" "Employee salaries should include monthly performance bonuses in addition to the base salary and overtime pay;" "According to Article 32 of the Labor Standards Act, working hours are set at 8 hours per day, with overtime paid at 1.4 times the regular rate for up to 2 hours and 1.7 times for more than 2 hours, as needed;" "Employees are entitled to full pay for statutory holidays, rest days, and other designated days off under the Labor Standards Act." In case of special circumstances with Party B's consent to work as usual, overtime pay shall be paid. The calculation method is as follows: 1. Overtime work on rest days: multiply by 1.4 times within 2 hours, and multiply by 1.7 times within 2 hours and 8 hours. 2. Working overtime during regular holidays: Article 40 of the Labor Standards Act: Due to natural disasters, accidents or emergencies, when the employer deems it necessary to continue working, the employer may suspend the labor holidays stipulated in Article 36 to 38 of the Labor Standards Act. However, the wages for the discontinued leave of absence shall be doubled, and the rest shall be made up for the rest afterwards. The Company shall state the reasons in detail and report to the local competent authority within 24 hours after the suspension of labor holidays. 3. Overtime on national holidays: multiplied by 1.4 times within 2 hours, and multiplied by 1.7 times for over 2 hours and 8 hours. " and "At the end of each business year, Party A distributes year-end bonuses to employees based on the Company's operating performance (operating profits before employees' remuneration and directors' remuneration - construction profits and losses + profits and losses from
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investments in the steel business at home and abroad) x 5% as an incentive." and other terms.
- On-the-job training and education:
To encourage continuous learning and self-enrichment, employees are offered on-the-job training and the "Regulations Governing Incentives for Employee On-the-Job Training."
The details of the on-the-job training for the Company's employees in 2025 are as follows:
| Department | Course name | Amount (NTD) |
|---|---|---|
| Business Department I | ISO 9001 internal quality audit | 6,857 |
| Business Department II | Iso 9001 internal quality audit, steel engineering technology workshop | 26,857 |
| Business Department III | Product application seminar on water-cooled server hardware | 10,500 |
| Audit Office | Audit in-service training—computer auditing, in-service training courses for auditors | 13,357 |
| Finance Department | Training for chief accounting officer and corporate governance officer | 37,191 |
| Management Department | ISO 9001 internal quality audit, occupational safety manager in-service training | 9,524 |
| Plant Affairs Division | Crane operator training expenses, on-site management cadre enhancement training course, and air pollution control specialist training | 87,559 |
| R&D Division | Oxyacetylene welding course, environmental safety and health internal auditor training | 33,000 |
| Carbon Steel Division | On-site management cadre enhancement training course, forklift operation courses | 52,857 |
| Quality Assurance Division | On-site management cadre enhancement training course | 20,402 |
| Strip-cutting Department | Refresher course for overhead crane operators | 15,221 |
| Production Management Department | Overhead crane operation training fees for foreign employees | 113,896 |
| Galvanizing Department | Overhead crane operation training fees for foreign employees and refresher course for forklift operators | 75,476 |
| Threading Department | Training fees for overhead crane operators | 47,659 |
| Packaging Department | On-site management cadre enhancement training course | 2,817 |
| Control Division | ISO 9001 internal auditor training course, steel engineering and technology seminar fees for 2025 | 25,845 |
| Stainless Steel Pipe Division | Dust operations supervisor training course, etc. | 9,698 |
| Stainless Steel Pipe Manufacturing | Overhead crane operation training fees for foreign employees | 73,015 |
| Stainless Steel Pipe Packaging | In-house refresher course for overhead crane operators | 25,597 |
| Stainless Steel Sheet Cutting | Crane Operator Training Course | 18,707 |
| Other | Director and supervisor training courses | 184,732 |
(II) Losses suffered as a result of labor disputes in the most recent year and up to the date of publication of the annual report (including the violation of the Labor Standards Act as a result of labor inspections, the date of punishment, the reference number of the punishment, the violation of laws and regulations, the content of the violation, and the content of the punishment) Also, disclose the estimated amount that may occur at present and in the future and the response measures. If the amount cannot be reasonably estimated, the reason why it cannot be estimated shall be stated:
- No such occurrence.
- Responding measures:
(1) Strengthening of internal audit system: Establish a regular labor condition audit mechanism to ensure compliance with the provisions of the Labor Standards Act.
(2) Employee education and training: once a year, the "Labor Standards Act" topic training is implemented.
VI. Information communication security management
(I) Information communication security management strategy and framework, information communication security policy, specific management plan, and resources invested in information communication security management:
- Cyber security risk management framework
(1) In 2020, Mayer established the "Information Security Committee" to oversee the formulation, implementation, risk management, and compliance review of information security-related policies. The committee is convened by a chairperson appointed by the President and composed of department heads as members. The Information Security Officer provides technical advice on information security and data protection. Regular meetings are held, and the committee reports on the effectiveness of information security management and related issues and strategies to the Audit Committee of the Board of Directors.
(2) Organizational structure of corporate information security

- Cyber security policy
Mayer Steel Pipe Corporation
Information security policy
- Information security basis and purpose
The Information Security Committee has established this policy in order to protect the security of the Company's information assets (including physical software and hardware facilities, data, information, etc.) from damage, loss or leakage due to external threats or internal improper use.
- Scope
This Policy applies to the Company's equipment and electromagnetic carrier data and personnel who may come into contact with or use it, including all employees, vendors, contractors, and staff of vendors supporting the Company.
- Organization
The Company's Information Security Committee reviews the Company's information security planning and implementation.
- Management principles
The Company's information security management covers the following information security management matters to avoid improper use, damage, loss or leakage due to human negligence, deliberate or natural disasters, etc., which may bring related risks and hazards to the Company. The Company's information security management matters are as follows:
4.1. Security management of information assets
4.2. Personnel safety management and education and training
4.3. Physical and environmental security management
4.4. Computer system and network security management
4.5. System access control
4.6. Security management for system development and maintenance
- Responsibilities
5.1. The Company shall review and amend this Policy in a timely manner, and implement it after the resolution of the General Manager to ensure that the Policy meets the current needs.
5.2. The heads of each department shall take the initiative to advocate and require their subordinates to understand and comply with this security policy and all information security related regulations.
5.3. All employees shall implement the requirements of this policy.
5.4. The dispatched personnel, contracted personnel and contracted vendors are all responsible for complying with this safety policy.
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5.5. All employees have the responsibility to report information security incidents or incidents discovered through an appropriate reporting system or information security weakness.
5.6. Appropriate disciplinary action shall be taken for any act that endangers information security.
5.7. The relevant information security measures or specifications shall comply with the requirements of the existing laws and regulations.
6. Punishment
If an employee violates this information security policy, the IT Division shall suspend the use of such information immediately and inform the Information Security Committee and the subject concerned and his/her supervisor.
3. Cyber security risks and countermeasures:
The Company has established network and computer-related information security protection measures. However, it cannot guarantee that its computer systems, which are essential for manufacturing, operations, and accounting functions, can completely avoid network attacks from any third party that could disrupt the systems. These cyber attacks have illegally invaded the Company's internal network system, sabotage the Company's operations and damage the Company's goodwill. Under the circumstance of severe network attack, Mayer's system may lose important data. Mayer ensures its suitability and effectiveness by continuously reviewing and assessing its information security regulations and procedures. However, we cannot guarantee that the Company will not be affected by new risks and attacks under the changing information security threats. Cyber attacks may also attempt to steal the Company's trade secrets and other confidential information, such as the proprietary information of customers or other stakeholders, and the personal information of Mayer employees. Malicious hackers can also attempt to introduce computer viruses, destructive software or ransomware into Mayer's network system to interfere with the Company's operations, extort or blackmail Mayer, gain control over the computer system, or spy on confidential information. These attacks may cause the Company to compensate customers for losses due to delays or interruptions of orders; or to undertake remedial and improvement measures at huge costs to strengthen the Company's network security system; The Company bears significant legal liabilities for related legal cases or regulatory investigations resulting from the information leakage of employees who are under confidentiality obligations, customers or third parties. Mayer may face similar attacks by malware in the future. To prevent and reduce the damage caused by such attacks, Mayer has implemented and continues to update relevant improvement measures, such as building network firewalls and network controls to prevent the spread of computer viruses across factory areas. establishing endpoint anti-virus measures based on computer types. Introduce advanced malware detection and management solutions; design and develop security-enhanced personal computers for employees; implement new technologies to improve data protection; improve phishing email detection, and so on. Although the Company continues to strengthen information security protection measures, it still cannot guarantee that the Company will be free from malicious software and hacker attacks. It may seriously undermine the Company's commitments to customers and other stakeholders, and the Company's operating results, financial condition, prospects and reputation may also be materially and adversely affected.
Cybersecurity management status
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(I) Cybersecurity risk management framework, information communication security policy, cybersecurity management resources:
- Cybersecurity risk management framework
(1) Information security governance organization –
The Company’s Information Security Committee consists of a chairman, an information security policy formulation and promotion team (responsible for formulating information security policies and education, training, and promotion programs), an information security risk event management team (monitoring, recording, and investigating information security incidents and ensuring that all owners and controllers of information assets are properly managed), an internal audit team (responsible for the planning and executing information security audit plans, submitting audit reports, and tracking improvement status), and implementation committee members (department managers or its members). They are responsible for the formulation of information security policies and report the cybersecurity implementation status to the Board of Directors to ensure the appropriateness and effectiveness of operations.
(2) The information security organizational structure is supervised by a senior executive appointed by the president as the chairman of the Information Security Committee. The first meeting was held on February 2, 2025, and the second meeting was held on October 17, 2025. The implementation status was reported to the Board of Directors on November 10, 2025.
- Cybersecurity policy – The Company’s information security management covers the following information security management matters to avoid improper use, damage, loss or leakage due to human negligence, deliberate or natural disasters, etc., which may bring related risks and hazards to the Company.
The Company’s information security management matters are as follows:
2.1. Security management of information assets
2.2. Personnel safety management and education and training
2.3. Physical and environmental security management
2.4. Computer system and network security management
2.5. System access control
2.6. Security management for system development and maintenance
- Cybersecurity management resources
(1) Dedicated manpower: The Company has one information security specialist responsible for information security planning, technology introduction, and cybersecurity-related audits to maintain and continuously strengthen information security.
(2) Education and training: At least one social engineering phishing email test was conducted in 2025.
(3) The Company acquired an MFA solution for VPN connection devices to reduce connection risks. Total expenditure for the solution in 2025 was approximately NT$300,000, to mitigate the risk of cyberattacks.
(II) Losses, possible impacts and countermeasures due to major information security incidents in the most recent year and up to the date of publication of the annual report: The information security incident in February 2025 caused a re-constructed cost of about NT$360,000, and the external connection management was strengthened to meet the future information security needs.
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VII. Important contracts: As of the printing date of the annual report, the following contracts are still valid and in effect or have expired in the recent year: supply contracts, technical cooperation agreements, engineering contracts, long-term loan agreements, and other significant contracts that could affect shareholder equity. The parties involved, main content, restrictions, and contract start and end dates should be disclosed.
| Nature of the contract | Party concerned | Start/end date of contract | Main Content | Restrictive clauses |
|---|---|---|---|---|
| Supply and sale contract | China Steel Corporation | month-to-month | Purchase of raw materials | None. |
| Supply and sale contract | SUMITOMO, Japan | 2026/03/01 ~ 2026/12/31 | Purchase of raw materials | None. |
| Supply and sale contract | Walsin Lihwa Corporation | month-to-month | Purchase of raw materials | None. |
| Supply and sale contract | CHUNG HUNG STEEL CORPORATION | month-to-month | Purchase of raw materials | None. |
| Supply and sale contract | KZ TRADING | 2026/02/01 ~ 2026/12/31 | Purchase of raw materials | None. |
| Construction contract | Juchang Construction Co., Ltd. | Until project completion. | Contracted construction projects | None. |
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[Five. Review and Analysis of Financial Position and Business Performance, and Risk Management Issues]
I. Financial status:
The main reasons for the material changes in assets, liabilities and shareholders' equity in the last two years and their effects, if significant, shall explain the future countermeasures.
Unit: NT$ thousand
| Year
Item | 2025 | 2024 | Difference | |
| --- | --- | --- | --- | --- |
| | | | Amount | % |
| Current assets | 6,068,622 | 4,938,954 | 1,129,668 | 22.87% |
| Financial assets and investments | 1,143,988 | 1,109,460 | 34,528 | 3.11% |
| Property, plant and equipment | 1,090,427 | 1,111,007 | -20,580 | -1.85% |
| Right of use assets | 419,879 | 479,422 | -59,543 | -12.42% |
| Investment property | 135,901 | 138,835 | -2,934 | -2.11% |
| Intangible assets | 33,762 | 2,503 | 31,259 | 1248.86% |
| Other assets | 203,268 | 506,325 | -303,057 | -59.85% |
| Total assets | 9,095,847 | 8,286,506 | 809,341 | 9.77% |
| Current liabilities | 3,860,353 | 2,855,394 | 1,004,959 | 35.20% |
| Non-current liabilities | 747,515 | 840,027 | -92,512 | -11.01% |
| Share capital | 2,670,313 | 2,670,313 | 0 | 0.00% |
| Additional paid-in capital | 281,622 | 281,622 | 0 | 0.00% |
| Retained earnings | 1,512,738 | 1,521,279 | -8,541 | -0.56% |
| Other equity | 10,548 | 108,346 | -97,798 | -90.26% |
| Equity attributable to owners of the parent company | 4,475,221 | 4,581,560 | -106,339 | -2.32% |
| Total shareholders' equity | 4,487,979 | 4,591,085 | -103,106 | -2.25% |
| The percentage change in equity was analyzed: (Change of 20% or more, and the amount of change reached NT$10,000 thousand)
1. Current assets: Mainly due to the purchase of construction site in 2025, resulting in a significant increase in construction inventory.
2. Intangible assets: Mainly due to the introduction of the new ERP system in 2025, resulting in an increase of NT$34,793 thousand.
3. Other assets: Mainly due to a decrease in performance bond in 2025.
4. Current liabilities: Mainly due to an increase in borrowings in 2025 to meet working capital needs.
5. Other equity: Mainly due to a decrease in the share price of equity instruments measured at fair value through other comprehensive income in 2025, resulting in a decrease of NT$ 82,843 thousand. | | | | |
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II. Financial performance
(I) Comparative analysis of financial performance
Unit: NT$ thousand
| Item | 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Operating income | 4,743,530 | 5,241,842 | -498,312 | -9.51% |
| Operating cost | 3,858,656 | 4,445,533 | -586,877 | -13.20% |
| Net gross operating profit | 883,945 | 797,142 | 86,803 | 10.89% |
| Operating expenses | -504,887 | -309,070 | -195,817 | 63.36% |
| Operating profit | 379,058 | 488,072 | -109,014 | -22.34% |
| Non-operating income and expenses | 300,281 | 496,883 | -196,602 | -39.57% |
| Pre-tax profit (loss) from continuing operations | 679,339 | 984,955 | -305,616 | -31.03% |
| Income tax expense | -110,572 | -158,013 | 47,441 | -30.02% |
| Net income from continuing operations | 568,767 | 826,942 | -258,175 | -31.22% |
| Other comprehensive income (loss), net | -87,405 | 111,279 | -198,684 | -178.55% |
| Current comprehensive income (loss) | 481,362 | 938,221 | -456,859 | -48.69% |
| The percentage change in equity was analyzed: (Change of 20% or more, and the amount of change reached NT$10,000 thousand) | ||||
| 1. Operating expenses: Mainly due to a NT$200,000 thousand increase in expected credit impairment losses recognized in 2025. | ||||
| 2. Operating profit: Mainly due to a NT$200,000 thousand increase in expected credit impairment losses recognized in operating expenses in 2025. | ||||
| 3. Non-operating income and expenses: Mainly due to the compensation income from the provisional execution and damages of the Banqiao case amounting to NT$253,798 thousand, in 2025 compared to 2024. | ||||
| 4. Income before tax from continuing operations: Mainly due to a decrease in operating income of NT$ 109,014 thousand in 2025 compared with 2024, and a decrease in non-operating income and expenses of NT$ 196,602 thousand in 2025 compared to 2024. | ||||
| 5. Income tax expense: Mainly due to a decrease of NT$305,616 thousand in net profit before tax in 2025 compared to 2024. | ||||
| 6. Net profit after tax of the continuing department: Mainly due to a decrease in pre-tax net profit of NT$305,616 thousand in 2025 compared to 2024 and a decrease in income tax expense of NT$47,441 thousand. | ||||
| 7. Net other comprehensive income (loss): Mainly due to a decrease of NT$149,947 thousand in unrealized gains (losses) on equity instruments measured at fair value through other comprehensive income compared to the previous year. |
(II) Expected sales volume and basis, possible impact on the Company's future finance and business, and response plan:
Please refer to pages 4 of this annual report.
(III) Analysis of changes in gross profit
| Operating gross profit | Increase/decrease in the previous period | Reason for variance | |||
|---|---|---|---|---|---|
| Difference in selling price | Cost price difference | Difference of sales portfolio | Difference in quantity | ||
| 541 | (228,007) | 218,600 | 80,651 | (70,703) | |
| Favorable | Unfavorable | Favorable | Favorable | Unfavorable | |
| Description: The price of sales decreased in the current period, and costs also decreased relatively. However, the cost decrease was slightly larger than the price decrease. Although overall sales volume also declined, the gross profit margin increased slightly. |
Note 1: Based on the main product steel.
Note 2: The average cost in the analysis of price-volume spread does not include inventory devaluation losses (recovery gains).
III. Cash flow
(I) Liquidity analysis for the most recent two years
Unit: NTD thousands
| Year Item | December 31, 2025 | December 31, 2024 | Percentage of increase or decrease (%) |
|---|---|---|---|
| Cash flow ratio | - 7.90 | - 6.91 | 14.33 |
| Cash flow adequacy ratio | 39.66 | 51.48 | - 22.96 |
| Cash reinvestment ratio | - 4.66 | - 11.78 | 60.44 |
| Analysis of changes in the percentage of increase or decrease: 1. Cash flow ratio: Decreased by 14.33% compared to the previous year, mainly due to an increase of cash inflow from operating activities for the period, resulting in an increase of inventory in operating activities. 2. Cash flow adequacy ratio: Decreased by 22.96% compared to the previous year, mainly due to a decrease in average net cash flow from operating activities over the past five years and a significant increase in inventory levels. 3. Cash reinvestment ratio: Increased by 66.44% from the previous year, mainly due to significant changes in current assets and current liabilities. |
(II) Improvement plan for insufficient liquidity: None.
(III) Cash flow analysis for the coming year
Unit: NTD thousands
| Cash balance at the beginning of period | Expected net cash flow from operating activities for the year | Projected cash inflows (outflows) for the year | Projected cash surplus (deficit) amount | Remedies for expected cash shortage | |
|---|---|---|---|---|---|
| Investment plan | Financing plan | ||||
| 659,039 | 1,121,295 | (410,361) | 2,190,695 | 0 | 0 |
| Analysis of cash flow changes: 1.Business activities: Mainly steel products and construction income. 2. Investment activities: Mainly due to purchase of fixed assets. 3. Financing activities: Mainly due to the repayment of short-term loans and payment of cash dividends. |
IV. The impact of material capital expenditures in the most recent year on financial operations
(I) Utilization of material capital expenditures and sources of funds: None.
(II) Expected possible income: None.
V. The policy on investments in the most recent year, the main reason for profit or loss, improvement plans, and investment plans for the year ahead
(I) The Company's reinvestment policy is mainly to diversify operations. The Board of Directors makes reinvestments based on operational needs or the Company's future growth considerations, hoping to exert the synergy and enhance shareholders' equity with investment returns.
(II) To strengthen supervision and management of overseas investment projects, the net share of associates and joint ventures recognized under the equity method for 2025 is NT$113,730 thousand, an increase of NT$7,813 thousand from NT$105,917 thousand for 2024. The Company continued to strengthen the management of reinvestments and implement the performance evaluation system in 2024. If any investee companies experienced poor management and losses, it provided the necessary assistance.
(III) The investment plan for the next year will focus on the construction business, but if there is an investment plan, if there is an investment plan, it will be carefully evaluated and then submitted to the board of directors for review.
VI. Risk analysis and assessment: The following items during the most recent year and as of the printing date of the annual report must be analyzed and assessed as risk items
(I) The impact of changes in interest rates, exchange rates and inflation on the Company's income, and future countermeasures.
- Changes in interest rates:
(1) Interest rate risk refers to the risk of changes in the fair value of financial instruments due to changes in market interest rates. The Company's interest rate risk is mainly from fixed income investments and fixed interest rate borrowings.
(2) The sensitivity analysis of interest rate risk is based on the change in the fair value of the fixed income investment at the end of the financial reporting period. If the interest rate increases/decreases by 25 bps, and all other factors remain unchanged, the Group's net income for 2025 and 2024 will decrease by NT$6,174 thousand and NT$4,174 thousand, respectively.
- Changes in foreign exchange rates:
The Group's operating activities and net investment in foreign operating institutions are mainly conducted in foreign currency, so the foreign currency exchange rate risk is generated. The Group's receivables and payables denoted in foreign currencies are partially denominated in the same currency. In this case, certain positions will have a natural hedging effect; in addition, the net investment in foreign operating institutions is Hedging.
- Inflation: There is no significant impact on the Company's operation and profits.
(II) The policy of engaging in high-risk and highly leveraged investments, loans to others, endorsements and guarantees, and derivatives transactions, the main reasons for profit or loss, and future countermeasures.
-
The Company does not engage in high-risk and highly leveraged investments.
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The Company's loans to others are mainly for the working capital of subsidiaries, and the individual loan amount is limited to 10% of the Company's net worth in accordance with the Company's "Operating Procedures for Loaning of Funds", and the total amount shall not exceed 40% of the Company's net worth.
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The Company's endorsements and guarantees are mainly made for the subsidiaries' banks and are processed in accordance with the Company's "Operational Procedures for Endorsements and Guarantees". The total amount of endorsements and guarantees for others is limited to 100% of the Company's net worth. The total amount of endorsements/guarantees made for a single enterprise is limited to 100% of the Company's net worth.
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The Company does not engage in derivative transactions.
(III) R&D plans and expected investment in R&D expenses in the future:
The Company's research and development expenditure is expected to be NT$0. However, the #3 galvanized combustion system pipeline and accessory upgrade project will be carried out in 2026. The relevant details are as follows:
- Equipment upgrade
The #3 galvanized combustion system pipeline and accessory upgrade project is expected to be completed in 2026, with costs as follows:
| Item | Project amount (Excluding tax) | Contract amount (Excluding tax) | Amount of difference (Excluding tax) | Vendor |
|---|---|---|---|---|
| 1. #3 galvanized combustion system pipeline and accessory upgrade project | $800,000 | Fu Huan | ||
| Total (Excluding tax) | NT. 800,000 |
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Education and training
Continuously improve the work skills of R&D personnel through on-the-job training. The related courses and fees are as follows:
| Item | Courses | Expenses | No. of people attending R&D courses | Total amount | Organizer |
|---|---|---|---|---|---|
| 1 | Analysis of product tolerance design | NT. 6,300 | 2 people | NT.12,600 | Industry College, Industrial Technology Research Institute – Hsinchu Learning Center |
| Total | NT$12,600 |
(IV) Impacts of important domestic and foreign policies and legal changes on the Company's financial operations, and responsive measures:
The company is a specialized manufacturer of steel pipes and plates that primarily serves the domestic market. While changes in important domestic and foreign policies and laws have a minimal impact on the company's financial operations it remains adaptable and responsive to such developments.
(V) Impacts of technological changes (including information communication security risks) and industry changes on the Company's financial operations, and countermeasures:
The Company is in a limited industry in the future that will not cause significant impact on the Company's financial operations due to changes in technology (including information and communications security) and industry changes, but will still respond flexibly as the situation requires.
(VI) Impacts of changes in corporate image on corporate crisis management and countermeasures:
The Company has more than 60 years of good corporate image and will not be affected by changes in corporate image on the Company's crisis management. However, the Company will still be flexible in response to the situation.
(VII) Expected benefits and possible risks of mergers and acquisitions, and countermeasures:
The Company has no plans for merger or acquisition.
(VIII) Expected benefits and possible risks associated with any plant expansion, and countermeasures:
The Company does not have any plans to expand plants, but will still exercise flexibility as needed.
(IX) Risks associated with any concentration of purchases or sales, and mitigation measures being or to be taken:
The main suppliers of raw materials for the Company's products are China Steel Corporation, CHUNG HUNG STEEL CORPORATION, Tang Eng Iron Works Co., Ltd., and YIEH UNITED STEEL CORP.. Through the signing of fixed-term contracts, the supply of goods is stable, and occasionally in special circumstances, they are replenished by purchasing from the international market. In terms of sales, due to the solid establishment of the distributor system, the long-standing cooperation model does not create the risk of concentration.
(X) Effects 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 or to be taken:
There was no significant transfer or replacement of equity interests by directors or major shareholders holding more than 10% of the Company's shares.
(XI) Impacts and risks to the Company due to change in management rights, and countermeasures:
The Company's management rights are stable, and there is no fear of changes in the management rights, so there is no doubt about the so-called influence and risks.
(XII) The company should disclose any significant litigation, non-litigation, or administrative disputes that have been adjudicated or are pending, which involve the company, directors, supervisors, general manager, substantial shareholders holding more than ten percent of the shares, or subsidiary companies, and the results of which may have a significant impact on shareholder equity or securities prices. This disclosure should include the facts in dispute, the amount in controversy, the start date of the litigation, the main parties involved, and the status of the proceedings as of the printing date of the annual report.
- On December 25, 2023, the Company signed a construction contract with the landlord for the joint construction of the Nanshi Section, Zhonghe District, New Taipei City, and paid a guarantee fund of NT$360,000 thousand for the joint construction in accordance with the contract. On February 17, 2025, the Company was informed that Construction Company A had filed with the court for provisional injunction and provisional attachment of the land, and the Taiwan Taipei District Court granted the request. To safeguard the Company's rights, the Company filed with the court for compulsory enforcement of the issued promissory notes and, in accordance with the contract, claimed that the landowner should terminate the joint construction contract with Construction Company A, or otherwise return the guarantee deposit paid by the Company. The progress of the trial is as follows:
On March 14, 2025, for the purpose of claim protection, the Company applied for compulsory enforcement against the landlord's property. The Taiwan Taipei District Court accepted the case and issued a creditor's certificate under Si-Zhi-Zi No. 60555 of 2025. The guarantee deposit of NT$200,000 thousand originally recorded under deposits for guarantees has been reclassified to other receivables, and expected credit losses have been recognized based on subsequent legal actions and the assessed likelihood of debt recovery. The Company also filed a partial claim for damages in the amount of NT$200 million against the landowner, which is currently being tried at Taiwan Taipei District Court.
(2) To facilitate the smooth completion of the joint construction project, the Company entered into a trust agreement with King's Town International Construction Management Co., Ltd. The occupants of the above-mentioned joint construction site claim they have a sale and repurchase agreement with the landowner and are the owners of the site and beneficiaries of the trust agreement, while the landowner breached the contract by selling the joint construction site to the Company. These occupants are now suing to terminate their sale and repurchase agreement with Yang, the landowner, and requesting to cancel the trust registration, mortgage setting registration, and ownership transfer registration of the joint construction site. They
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also seek confirmation that their trust beneficiary rights under the trust agreement are valid, and this matter is currently being tried in Taiwan New Taipei District Court (hereinafter referred to as the lawsuit). However, the lawsuit filed by the aforementioned occupants has the potential to prevent the Company from exercising its rights regarding the landowner’s trust beneficial interest. Therefore, the Company has filed an intervention lawsuit against the parties to the main lawsuit, which is currently being tried in Taiwan New Taipei District Court.
- The Company purchased land and buildings No. 137, Chongde Section, Xizhi District, New Taipei City from the landowner in December 2024 and March 2025, respectively, and signed a sales contract. Real estate ownership transfer registration was completed. However, the aforementioned land and building have been unlawfully occupied. The Company has filed lawsuits for eviction and a lawsuit for demolition and return of land, both of which are currently being tried in Taiwan Shilin District Court.
(XIII) Other important risks and countermeasures: None. We will still respond flexibly as the situation requires.
VII. Other important matters: None.
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[Six. Special Disclosure]
I. Information on affiliated companies:
The statement has been announced and filed on the designated information reporting website. For relevant details, please refer to the Market Observation Post System (MOPS). Path: Basic Information > E-Books > Affiliated Enterprises Section, Company Code: 2020
(Please refer to https://mopsov.twse.com.tw/mops/web/t57sb01_q10, stock ticker: 2020)
II. With respect to the private placement of marketable securities in the most recent year and up to the publication date of the annual report, the date and amount of resolutions by the shareholders' meeting or the board of directors shall be disclosed, the basis for setting the price and its reasonableness, the method of selecting specific persons, and the reasons for private placement of securities: None.
III. Other matters for supplementary clarification: None.
IV. Matters with material influence on shareholders' equity or securities prices as specified in Subparagraph 2, Paragraph 3, Article 36 of the Annual Report in the Most Recent Fiscal Year up to the Date of Publication of the Annual Report: None.