AI assistant
PANJIT INTERNATIONAL INC. — Annual Report 2025
Jun 30, 2026
52114_rns_2026-06-30_5f55138c-b058-46a4-a60a-b3680971aef8.pdf
Annual Report
Open in viewerOpens in your device viewer
Stock Code: 2481
PANJIT
SEMI
CONDUCTOR
強茂股份有限公司
PANJIT International Inc.
2025 Annual Report
Website address designated by the FSC for information reporting:https://mops.twse.com.tw/
Website for disclosure of the Company's annual report:https://www.panjit.com.tw/
April 20, 2026
I. Names, titles, contact numbers and emails of the Spokesperson and Acting Spokesperson:
Name of Spokesperson: Shen Ying-Hsiu
Title of Spokesperson: Chief Financial Officer
Spokesperson's contact number:(07) 961-1105
Spokesperson's email:[email protected]
Name of Acting Spokesperson: Bai-cheng Hsieh
Title of Acting Spokesperson: Chief Accounting Officer
Acting Spokesperson's Contact Number:(07) 961-1105
Acting spokesperson's email:[email protected]
II. Address and telephone of the head office, branch office and factory:
Headquarter
Address: No. 24, Gangshan North Road, Gangshan District, Kaohsiung City
Tel. No.:(07) 621-3121
Yung-an Plant
Address: No. 17, Yonggong 1st Rd., Yongan Dist., Kaohsiung City
Tel. No.:(07) 624-3929
Taipei Operation Office
Address: 34F, No. 95, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City
Tel. No.:(02) 2627-1898
III. Name, address, website, and telephone number of stock transfer agent:
Name of Stock Registrar: Yuanta Securities Co., Ltd.
Address: B1, No. 67, Section 2, Dunhua South Road, Daan District, Taipei City
Tel. No.:(02)2586-5859
Website:https://www.yuanta.com.tw/
IV. Name, firm name, address, website, and telephone number of the CPA in the financial statements of the most recent year:
Name of CPAs: Li Fang-Wen, Fu Wen-Fang
CPA firm: Ernst & Young Global Limited
Address: 17F, No. 2, Zhongzheng 3rd Road, Kaohsiung City
Tel. No.:(07) 238-0011
Website:https://www.ey.com/
V. Names of overseas exchanges where the Company's securities are traded, and methods for inquiring information about the overseas securities:
Global depository receipts
Trading venue: Luxembourg Stock Exchange
Website:https://www.luxse.com/
VI. Company website:https://www.panjit.com.tw/
Table of Contents
One. Report to Shareholders ... 1
Two. Corporate Governance Report ... 7
I. Information on Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and the Heads of Various Departments and Branches ... 7
II. Remuneration Paid to Directors, Supervisors, President, and Vice Presidents in the Most Recent Year ... 20
III. Corporate Governance ... 28
IV. CPA Fee Information ... 107
V. Change of CPA Information ... 108
VI. Disclosure of names, titles, and periods of employment at the certifying CPA's firm or its affiliated enterprises for the Company's Chairman, President, or managers responsible for financial or accounting affairs who have been employed at the certifying CPA's firm or its affiliated enterprises within the most recent year ... 109
VII. Changes in equity transfers and equity pledges of directors, supervisors, managers, and shareholders holding more than 10% of shares in the most recent year and up to the date of publication of this Annual Report ... 110
VIII. Information on the top ten shareholders by shareholding percentage who are related parties, or spouses or relatives within the second degree of kinship of one another ... 111
IX. Number of shares held by the Company, its directors, supervisors, managers, and entities directly or indirectly controlled by the Company in the same invested enterprise, and the combined consolidated shareholding percentage ... 113
Three. Participation and fundraising ... 114
I. Matters to be disclosed regarding capital and shares ... 114
II. Corporate Bond Issuance ... 125
III. Preferred Share Issuance ... 125
IV. Overseas Depositary Receipts ... 125
V. Employee Stock Option Certificates and Restricted Stock Awards for Employees ... 126
VI. Issuance of New Shares in Connection with Mergers, Acquisitions, or Acquisition of Shares of Other Companies ... 126
VII. Implementation of Capital Utilization Plan ... 126
Four. Operation overview ... 127
I. Business Description ... 127
II. Overview of Market, Production, and Sales ... 137
III. Employee data for the two most recent fiscal years and up to the date of publication of this Annual Report ... 147
IV. Environmental Protection Expenditure Information ... 147
V. Labor-Management Relations ... 149
VI. Information and Communications Security Management ... 152
VII. Important Contracts ... 157
Five. Review and Analysis of Financial Position and Financial Performance, and Risks ... 159
I. Financial Status... 159
II. Financial Performance... 160
III. Cash Flow... 161
IV. Impact of Material Capital Expenditures in the Most Recent Year on Financial Operations ... 162
V. Investment Policy in the Most Recent Year, Principal Reasons for Profit or Loss, Improvement Plans, and Investment Plans for the Coming Year... 162
VI. Risk Factors... 163
VII. Other Important Matters... 169
Six. Special Notes... 170
I. Information on Affiliated Enterprises... 170
II. Private placement of securities in the most recent year and up to the date of publication of this Annual Report — The date and amount approved by the shareholders' meeting or Board of Directors, the basis and reasonableness of the pricing, the method of selecting specific persons, the reasons necessitating the private placement, the targets, qualification requirements, quantity subscribed, relationship with the Company, participation in Company management, actual subscription (or conversion) price, difference between the actual subscription (or conversion) price and the reference price, impact of the private placement on shareholders' equity, fund utilization status from the time full payment is received until completion of the fund utilization plan, plan execution progress, and manifestation of plan benefits... 170
III. Other necessary supplementary explanations... 171
IV. Matters with material influence on shareholders' equity or securities prices as defined by Subparagraph 2 of Paragraph 3 of Article 36 of the Securities and Exchange Act that occurred in the most recent year and up to the date of publication of this Annual Report... 171
One. Report to Shareholders
I. Business results for 2025:
(I) Business plan implementation results
The 2025 consolidated operating revenue was NT$13.09 billion, the consolidated gross profit was NT$4.09 billion, the consolidated operating profit was NT$1.11 billion, and the earnings per share was NT$3.12.
The Board of Directors approved the distribution of cash dividends of NT$1.8 per share.
During a period when the semiconductor industry remains in structural adjustment and application transition, Panjit maintained stable profitability, demonstrating the Company's resilience in product portfolio restructuring, market strategy, and supply chain management.
(II) Budget implementation
The Company did not publish financial forecasts for 2025, so there was no budget achievement to report.
(III) Analysis of financial income, expenditure and profitability
(Parent Company Only) Unit: NTD thousands
| Item | 2025 | 2024 | Percentage of increase or decrease (%) | ||
|---|---|---|---|---|---|
| Financial income and expenditure | Operating revenue | 9,623,086 | 8,654,540 | 11.19 | |
| Gross operating profit | 2,142,227 | 1,896,262 | 12.97 | ||
| Profit or loss after tax | 1,191,631 | 918,523 | 29.73 | ||
| Profitability | Return on assets (%) | 5.30 | 4.31 | 22.97 | |
| Return on shareholders' equity (%) | 8.28 | 6.71 | 23.40 | ||
| Percentage on paid-up capital (%) | Operating profit | 10.38 | 5.18 | 100.39 | |
| Net profit before tax | 34.38 | 25.07 | 37.14 | ||
| Net profit margin (%) | 12.38 | 10.61 | 16.68 | ||
| Earnings per share (NTD) | 3.12 | 2.40 | 30.00 |
(Consolidated) Unit: NTD thousands
| Item | 2025 | 2024 | Percentage of increase or decrease (%) | ||
|---|---|---|---|---|---|
| Financial income and expenditure | Operating revenue | 13,093,916 | 12,536,212 | 4.45 | |
| Gross operating profit | 4,092,960 | 3,597,075 | 13.79 | ||
| Profit or loss after tax | 1,390,416 | 1,077,404 | 29.05 | ||
| Net profit attributable to the owners of the parent company | 1,191,631 | 918,523 | 29.73 | ||
| Profitability | Return on assets (%) | 5.39 | 4.38 | 23.06 | |
| Return on shareholders' equity (%) | 8.79 | 7.15 | 22.94 | ||
| Percentage on paid-up capital (%) | Operating profit | 29.08 | 21.27 | 36,.72 | |
| Net profit before tax | 43.93 | 33.17 | 32.44 | ||
| Net profit margin (%) | 10.62 | 8.59 | 23.63 | ||
| Earnings per share (NTD) | 3.12 | 2.40 | 30.00 |
(IV) Research and development
The Panjit Group has been providing semiconductor electronic products — spanning wafer design, manufacturing, and component assembly — for nearly 40 years. The Company's IBU is currently developing advanced semiconductor discrete device products across the full value chain, from upstream to downstream, including silicon-based semiconductor (Si-Based Semiconductor) wafer design, wafer/device manufacturing and assembly, as well as third-generation compound semiconductors such as SiC semiconductor technology development. SiC semiconductors possess outstanding material properties, enabling the manufacture of high-speed power electronic devices for automotive, artificial intelligence, and other high-end applications.
Panjit has completed development and released multiple semiconductor power discrete devices, including HV MOSFETs, MV MOSFETs, IGBTs, SiCs, and FREDs.
From the semiconductor device technology perspective, 600V/650V HV SJ MOS, 100V MV SGT MOS, 650V/1200VSiC SBDs, and 600V/1200V FREDs manufacturing technology have been successfully developed and commercialized.
3
II. Overview of 2026 Business Plan:
(I) Business operation policy
Core Technology Development
Panjit is committed to technological innovation and product value enhancement in high-power components. In the Power MOSFET segment, the Company continues to focus on the development of high-specification products and expand its DFN package lineup, extending the technological advantages of "high thermal dissipation and miniaturization" to high-power applications. In the field of third-generation semiconductors, the Company is simultaneously deepening its SiC Diode and SiC MOSFET portfolio to complete its product line for the high-power market. In addition, by accelerating ESD technology iteration and steadily expanding IC product adoption at key customers, Panjit is strengthening its overall solution capabilities and achieving comprehensive coverage from discrete components to system integration. Panjit will continue to drive technological innovation and process optimization as its core, building a solid foundation for competitiveness.
Market Positioning — Steady Advancement in Automotive Market | AI-Driven Growth Momentum
Panjit has achieved significant results in the automotive application market, with revenue contribution steadily expanding. In response to the continued growth of the electric vehicle market, the Company focuses on the high-performance demands of new energy vehicles and autonomous driving, providing comprehensive power component solutions and deepening collaboration with global automakers and Tier 1 suppliers. Continued progress has been made in automotive-grade product qualification and customer adoption, and the Company has successfully expanded its presence in emerging markets, further increasing its market share in automotive power semiconductors.
In the power supply and computing market, Panjit is capitalizing on the explosive growth of AI servers. In addition to securing key design wins on server motherboards, the Company is advancing its product portfolio to address the high-power requirements of high-end power delivery and thermal management. Through successful qualification in high-end AI platforms, the Company is extending its high power density technology to mainstream server markets and progressively increasing its penetration across the broader data center sector. Panjit will continue to build differentiated competitive advantages centered on high-efficiency power and thermal management solutions, establishing the growth momentum for the Company's next phase of development.
(II) Expected Sales Volume and Basis
In 2026, the global economy continues to be affected by geopolitical tensions and supply chain restructuring, including the prolonged Russia-Ukraine conflict and the evolving situation in the Middle East. Ongoing adjustments to U.S.-China technology
controls, tariffs, and export restrictions are driving the semiconductor supply chain toward greater diversification and dispersion. While inflation is easing and major central banks have entered rate-cutting cycles, global growth momentum remains uncertain and market volatility risks persist.
On the demand side, industry research firms WSTS and Omdia generally forecast that the global semiconductor market will continue to grow in 2026, advancing toward an annual market size exceeding USD 1 trillion. Sustained demand from AI computing and data center buildouts continues to drive expansion in related computing and power chain requirements.
With semiconductors and discrete components as its core, the Company's product portfolio encompasses ICs, MOSFETs, diodes, bridge rectifiers, SiC, ESD diodes, TVS, and BJTs. The Company continues to invest in high-power solution R&D and IC design capabilities to address diverse application needs across automotive, industrial, green energy, computing, and consumer markets. Based on shipment volumes exceeding 26 billion units in 2025, together with the Company's product portfolio and multi-site supply capabilities, overall sales volume is expected to achieve steady growth in 2026. By product category, small-signal packaged products are expected to benefit from the gradual expansion of AI end-device and computing-related applications and a return to healthy channel inventory levels, supporting a stable improvement in shipment momentum. High-power packaged products are expected to exhibit relatively stronger growth momentum, driven by structural demand from automotive electrification, renewable energy and energy storage deployment, and data center power infrastructure. Furthermore, in response to the trend toward geopolitical risk mitigation and customer supply diversification, the Company has established a multi-site front-end wafer fabrication and back-end assembly network, and will continue to advance the acquisition and integration of its Vietnam facility in 2026, enhancing supply flexibility and delivery resilience to support shipment growth.
(III) Important production and marketing policies
Strengthening Competitiveness — The Company continues to upgrade automation equipment and intelligent manufacturing management systems to optimize production scheduling efficiency. Meanwhile, the Company will coordinate and integrate internal and external resources and seek external third-party suppliers for products with fierce competition to jointly create cost competitiveness. In addition, the Company continues to bring in international management talent and has established subsidiaries Panstar Semiconductor Co., Ltd. and MetaWells CO., LTD. to actively enhance R&D capabilities. In addition to the power control and management ICs developed by subsidiary Champion Microelectronic Corp. (stock code: 3257), the Company is actively developing new integrated circuit (IC) products with the goal of becoming a solution provider, deepening
4
its presence in the consumer, computer, and home appliance markets. Together, these efforts target industrial control, electric vehicles, renewable energy, and power management markets, with the aim of making the Company more competitive in the semiconductor and discrete component segments.
Meeting Customer Needs
The Xuzhou plant in China has completed its mass production capacity ramp-up, becoming a highly mature production facility capable of supplying customers with greater product volumes. Meanwhile, the factory continues to optimize the production process, reduce costs, and improve the speed and flexibility of delivery to ensure product quality and delivery efficiency. It covers existing clients and market applications such as consumer, power, and network communication. To more effectively enhance sales competitiveness, the Company has built a multi-site manufacturing network to improve capacity deployment flexibility and diversify single-region concentration risk. In line with the global trend toward customer supply diversification and supply chain localization, the Company will continue to advance the acquisition and integration of its Vietnam facility in 2026, strengthening Southeast Asian supply and delivery capabilities and enhancing service resilience for international customers. In terms of automotive specifications, the Company continues to target the top 100 global automotive clients and major automotive electronics customers in the capital market, and uses new products as the key to attack. In response to the development trends and design needs of global consumer products, automobiles, green energy, and industrial products, PANJIT Group stays aligned with time-to-market demands and continuously develops new products to obtain certifications from more world-class automotive electronics and industrial instrument manufacturers.
The Company will continue to pay attention to the application needs of various markets. These include consumer electronics industries such as LED TV, AI notebooks, AI tablets, AI servers, smartphones, wearable devices, Internet communications, solar junction boxes, solar inverters, energy-saving lighting, humanoid robots and industrial control, power management, renewable energy, electric vehicles and electric vehicle charging device markets, etc. Sales efforts are also being strengthened in other application areas in order to increase overall market share and create higher profit margins.
III. Future Development Strategy
Looking ahead, in the face of simultaneous growth trends in the automotive and AI markets, Panjit is pursuing a dual-engine development strategy anchored in "Automotive" and "Artificial Intelligence (AI)," building a product and technology platform that spans both automotive and AI applications. Combined with diversified supply chain partnerships, organizational resource allocation, and international talent acquisition, the Company is positioned to navigate global market changes, strengthen its competitive advantages, and continue to create sustainable value for shareholders, customers, and society.
5
IV. Impact of External Competitive, Regulatory, and Macroeconomic Environment
The international landscape continues to be shaped by geopolitical tensions and prolonged regional conflicts, driving the global supply chain to accelerate its shift toward regionalization and diversification. Furthermore, export controls, tariffs, and related trade measures arising from U.S.-China technology competition remain uncertain, not only increasing the complexity of market, customer, and supply chain management for the semiconductor and discrete component industry, but also further intensifying competitive pressures.
In the face of these challenges, the Company will continue to invest in the R&D of high-margin new products, while integrating its own wafer fabrication facilities with external foundry platforms and introducing automation equipment to accelerate new product time-to-mass-production and improve quality. On the sales front, the Company will enhance gross margins through product mix optimization, leveraging brand channel development and e-commerce platform advantages in combination with external foundry policies to strengthen overall product competitiveness.
In terms of sustainable operations, the Company continues to publish its Sustainability Report and actively advances greenhouse gas inventory and reduction management. Beginning in 2026, the ESG disclosure scope will be expanded to include front-end wafer fabrication facility Pynmax and back-end assembly facility Wuxi Plant, enhancing transparency and management consistency in environmental, social, and governance information at the Group level. Throughout its production and operations, the Company continues to implement environmental protection and resource conservation practices, actively invests in employee training and welfare enhancement, and participates in public service activities to give back to society, thereby fulfilling its corporate social responsibility and enhancing the long-term stability and value of the business. In the highly competitive semiconductor market, the Company will continue to uphold the principles of ESG-driven sustainable management, refine product quality and service standards, and advance steadily toward its environmental, social, and corporate sustainability goals.
In addition to complying with applicable laws and regulations, the Company will continue to monitor significant policy, regulatory, and sanction/export control developments both domestically and internationally, and will periodically review its operational processes and supply chain configurations to formulate necessary responses in line with business requirements. While no material policy or legal changes have been identified as having a significant adverse impact on the Company's financial or business operations, the external environment remains uncertain, and the Company will continue to strengthen its risk management and compliance capabilities.
6
Two. Corporate Governance Report
I. Information on Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and the Heads of Various Departments and Branches
(I) Information of Directors and Supervisors
1. Information on Directors and Supervisors
As of April 20, 2026 ; Unit: Shares
| Job title (Note 1) | Nationality or place of registration | Name | Gender and Age (Note 2) | Date elected | Term of office | Shares Held at the Time of Election | Current shareholding | Shares held by spouse and minor children | Shares Held in the Name of Others | Experience/education | Positions in the Company and other companies | Other supervisors, directors, or supervisors who are spouses or relatives within 2nd degree of kinship | Remark (Note 3) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Job Title | Name | Relationship | |||||||||
| Chairman | Republic of China | Ming-Ching Fang | Male 61-70 years old | 2023.06.14 | 3 years | 8,522,888 | 2.23% | 8,522,888 | 2.23% | 3,903,560 | 1.02% | 0 | 0.00% | Graduated from the Department of Mechanical Engineering of ChengShiu Technical College Chairman of Kun Hexing Brick Manufacturing Co., Ltd. | Note I | Director | Ming-Tsung Fang | Brother | Note X |
| Director | Republic of China | Ming-Tsung Fang | Male 61-70 years old | 2023.06.14 | 3 years | 2,554,629 | 0.67% | 2,554,629 | 0.67% | 9,393,480 | 2.46% | 0 | 0.00% | Graduated from the Department of Civil Engineering of ChengShiu Technical College Chairman of MILDEX OPTICAL INC. | Note II | Chairman | Ming-Ching Fang | Younger brother | |
| Director | Republic of China | Yun-Hui Chung | Male 71-80 years old | 2023.06.14 | 3 years | 2,225,319 | 0.58% | 2,225,319 | 0.58% | 0 | 0.00% | 0 | 0.00% | Graduated from the Department of Electronic Engineering, China Technical College Plant Manager of Rectron | Note III | None | None | None | |
| Director | Republic of China | KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | Male 61-70 years old | 2023.06.14 | 3 years | 52,046,710 | 13.60% | 59,549,710 | 15.58% | 0 | 0.00% | 0 | 0.00% | None | None | None | None | None | |
| Representative: Hung-Kang Lin | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Business Administration, Brock College, City University of New York Director and Certified Public Accountant of Ernst & Young Taiwan | Note IV | None | None | None |
| Job title (Note 1) | Nationality or place of registration | Name | Gender and Age (Note 2) | Date elected | Term of office | Shares Held at the Time of Election | Current shareholding | Shares held by spouse and minor children | Shares Held in the Name of Others | Experience/education | Positions in the Company and other companies | Other supervisors, directors, or supervisors who are spouses or relatives within 2nd degree of kinship | Remark (Note 3) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Job Title | Name | Relationship | |||||||||
| Director | Republic of China | KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | Male 51-60 years old | 2023.06.14 | 3 years | 52,046,710 | 13.60% | 59,549,710 | 15.58% | 0 | 0.00% | 0 | 0.00% | None | None | None | None | None | |
| Representative: Chun-Hsiang Lin | 0 | 0.00% | 0 | 0.00% | 3,000 | 0.00% | 0 | 0.00% | MS Engineering Management, University of Southern California Chairman and President of NXP Semiconductors Taiwan Co., Ltd. | Note V | None | None | None | ||||||
| Director | Republic of China | KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | Male 41-50 years old | 2023.06.14 | 3 years | 52,046,710 | 13.60% | 59,549,710 | 15.58% | 0 | 0.00% | 0 | 0.00% | Note VI | None | None | None | ||
| Representative: Tso-Ming Chen | 0 | 0.00% | 0 | 0.00% | 441 | 0.00% | 0 | 0.00% | Master of Business Management, Sun Yat-Sen University President of Greater China Business, Yageo Co., Ltd. | ||||||||||
| Independent Director | Republic of China | Yi-Chen Chen | Male 61-70 years old | 2023.06.14 | 3 years | 9,975 | 0.00% | 9,975 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance and Management, Sun Yat-Sen University Vice President of Finance, FENG SHEHG ENTERPRISE COMPANY; Vice President of F&A and Spokesperson, Asia Vital Components Co., Ltd | Note VII | None | None | None | |
| Independent Director | Republic of China | Liang-Fu Fan | Male 71-80 years old | 2023.06.14 | 3 years | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Chemical Engineering, Oklahoma State University, USA Chief Operating Officer of Hanyang Semiconductor Co., Ltd.; VP of LAM Research, USA, Factory Director of TI, USA, Vice President of HERMES-MICROVISION, INC., Vice President of Hermes-Epitek Corporation | None | None | None | None |
| Job title (Note 1) | Nationality or place of registration | Name | Gender and Age (Note 2) | Date elected | Term of office | Shares Held at the Time of Election | Current shareholding | Shares held by spouse and minor children | Shares Held in the Name of Others | Experience/education | Positions in the Company and other companies | Other supervisors, directors, or supervisors who are spouses or relatives within 2nd degree of kinship | Remark (Note 3) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Job Title | Name | Relationship | |||||||||
| Independent Director | Republic of China | Chun-Hsiung Chu | Male 61-70 years old | 2023.06.14 | 3 years | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master's degree in Legal Studies, National Chung Hsing University Leading lawyer of Quanying International Law Firm | Note VIII | None | None | None | |
| Independent Director | Republic of China | Yih-Chi Tai | Male 51-60 years old | 2023.06.14 | 3 years | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Engineering, University of Toronto, Canada President of ITIC. | Note IX | None | None | None |
Note 1: Corporate shareholders shall list the name of the corporate shareholder and the representative separately (if it is a corporate shareholder representative, the name of the corporate shareholder shall be specified) and fill in the following table.
Note 2: Please state the actual age, and the range can be expressed, such as 41 - 50 years old or 51 - 60 years old.
Note 3: If the chairman of the board of directors and the general manager 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, reasonableness, 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).
Note I: Chairman and President of the Company; Representative Director and Chairman and President of PYNMAX TECHNOLOGY CO., LTD. ; Director of JOYSTAR INTERNATIONAL CO., LTD.; Director of PAN-JIT ASIA INTERNATIONAL INC.; Chairman and President of Pan Jit Electronics (Wuxi)Co.,Ltd; Chairman of Panjit Electronics (Shandong) Co., Ltd.; Chairman and President of PAN-JIT INTERNATIONAL (H.K.) LTD.; Director of Suzhou Grande Electronics Co.,Ltd.; Director of CONTINENTIAL LIMITED; Chairman of PANJIT EUROPE GMBH.; President of Shenzhen Weiquan Electronics Co., Ltd.; Chairman of Pan Jit Semiconductor (Xuzhou) Co., Ltd.; Representative Director of MILDEX OPTICAL INC.; Supervisor of KING MAO INVESTMENT CO., LTD.(Formerly Jinmao Investment Co., Ltd.)
Note II: Representative Director of PYNMAX TECHNOLOGY CO., LTD. ; Director of Pan Jit Electronics (Wuxi)Co.,Ltd.; Director of Suzhou Grande Electronics Co.,Ltd.; Vice Chairman of Shenzhen Weiquan Electronics Co., Ltd. Director of Pan Jit Semiconductor (Xuzhou) Co., Ltd.; Chairman of PANJIT JAPAN Co., Ltd.; Representative Director and Chairman of PANJIT Investment Co., Ltd.; Chairman and President of Aide Energy (CAYMAN) Holding Co., Ltd.; Partner of AIDE Energy Europe Coöperatie U.A.; Director of AIDE Energy Europe B.V.; Chairman of EC Solar C1 SRL; Representative Director and Chairman of Champion Microelectronic Corp.; Director of Wisdom Mega Corp.; Director of Wisdom Bright Inc.; Director of Wisdom Toprich Technology Limited; Director of Great Power Microelectronics Corp.; Representative Director and Chairman of Golden Champion Digital Power Corporation; Representative Director of MetaWells CO., LTD.; Chairman of PAN-JIT Japan Investment Holding; Representative Director and Chairman of MILDEX OPTICAL INC.; Director of MILDEX ASIA Co., LTD.; Chairman and President of Mildex Technology (Wuxi) Co. Ltd.; Director of SINANO TECHNOLOGY CORP.; Chairman and President of Mildex Optical (Xuzhou) Inc.; Director of MILDEX TECHNOLOGY HOLDING (CAYMAN) CO., LTD.; Director of JUMPLUS CO., LTD.; Representative Director of Alltop Technology Co., Ltd.; Representative Director of Ever Ohms Technology Co., Ltd.; Chairman of KING MAO INVESTMENT CO., LTD.(Formerly Jinmao Investment Co., Ltd.)
Note III: Chairman of Shenzhen Weiquan Electronics Co., Ltd.; President of Siyang Grande Electronics CO., LTD.; Director of Pan Jit Semiconductor (Xuzhou) Co., Ltd.; Director of Mildex Optical (Xuzhou) Inc.
Note IV: Supervisor of Union Mechatronic Inc.; Chairman of Ernst & Young Cultural and Educational Foundation; Independent Director of O-Bank Co., Ltd.; Director Representative of GLOBE UNION INDUSTRIAL CORP; Director of The Private Taichung Jumei Social Welfare Charity Foundation; Independent director of Johnson Health Tech. Co., Ltd; Supervisor of EverBot Technology Co., Ltd
NoteV: Chairman and President of NXP Semiconductors Taiwan Co., Ltd.; Director of TOOTHFILM INC.; Independent Director of PRAISE VICTOR INDUSTRIAL CO., LTD.; Responsible Person of Yan Jin Co., Ltd.
Note VI: Chief Operating Officer of the Company; Director and President of PAN JIT AMERICAS, INC.; President of Pan Jit Semiconductor (Xuzhou) Co., Ltd; Director of Great Power Microelectronics Corp.;
Representative Director and Chairman of Panstar Semiconductor Co., Ltd.; Representative Director and Chairman of MetaWells CO., LTD.
Note VII: Director, Vice President and CFO of Asia Vital Components Co., Ltd.; Director of Sentelic Corporation; Director of SHENG-SHING CORP.; Director Representative of Rayney International LTD.; Director Representative and Chairman of Hung Ye Investment Co., LTD.; Director Representative of ZIMAG TECHNOLOGY CO., LTD.; Chairman of Li Cheng Investment Co., LTD.; Director Representative of FOSITEKCORP.; Supervisor of SteadyBeat Technology Corporation; Director Representative of PARAGON SEMICONDUCTOR LIGHTING TECHNOLOGY CO., LTD.; Chairman of Cheng Li Investment Co., Ltd.
Note VIII: Managing Attorney at Quanying International Law Office; Independent Director of Gloria Material Technology Corp.; Independent Director of D-Link Corporation; Independent Director of Huanglong Development Co., Ltd.
Note IX: Chairman of CVCA Capital Management and Consulting Company; Chairman of Chengzhao Investment Co., Ltd.; Chairman of Liufang Innovation Investment Co., Ltd.; Director Representative and president of InnoBridge International Capital; Chairman of CHOICE BIOTECH INC.; Director of Moher Semiconductor Inc.; Director Representative of VITA GENOMICS, INC.; Director of InnoBridge International Venture Capital Co., Ltd.; Director Representative of Chung Yi Inspection Technology Co., Ltd.
Note X: In response to the Company's operational and management needs, the Chairman also serves concurrently as President in order to enhance management efficiency and decision-making execution. However, in order to improve the supervisory function of the Board of Directors and strengthen the management function, and in line with the spirit of corporate governance, the Company has taken the following measures:
(1) Implementation of the diversity policy of the board of directors: Members of the Board of Directors possess academic backgrounds, professional experience, and expertise in areas including finance and accounting, law, and semiconductors.
(2) Establishment of functional committees: the establishment of functional committees such as Audit Committee, Remuneration Committee, and Sustainable Development Committee to assist the Board of Directors in major decisions
(3) Enhance the independence of the Board of Directors: The Company elected 10 seats of directors, including 4 seats of independent directors, at the general shareholders' meeting in 2023. No more than half of the directors also served as employees or managers concurrently, which was in line with the "Listed Company Governing Compliance Matters in the Establishment and Exercise of Powers by the Board of Directors.
10
1-1 Major shareholders of corporate shareholders
April 20, 2026
| Name of corporate shareholder (Note 1) | Major shareholders of corporate shareholders (Note 2) | |
|---|---|---|
| KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | Chun-Ming Chen | 15 % |
| Ming-Ching Fang | 15 % | |
| Li-Xiang Tsai | 10 % | |
| Hong-Rong Fang | 10 % | |
| Ming-Tsung Fang | 20 % | |
| Guo-Chen Zhuang | 6 % | |
| Siligold Technology Inc. | 5 % | |
| Shu-Ya Fang | 5 % | |
| Shu-Ling Fang | 5 % | |
| Shu-Qi Fang | 5 % |
Note 1: Where a director or supervisor is a representative of a corporate shareholder, the name of that corporate shareholder shall be entered.
Note 2: Enter the names and shareholding percentages of the principal shareholders of the corporate shareholder (those ranking among the top ten by shareholding percentage). If the principal shareholders are legal entities, the following table shall also be completed.
Note 3: If the institutional shareholder is not a company organizer, the name of the shareholder and shareholding ratio that should be disclosed are the name of the investor or donor (see the Judicial Yuan announcement for inquiries) and the ratio of capital contribution or donation. If the donor is deceased and "Deceased" is noted.
1-2. Principal Shareholders of Corporate Shareholders Where Such Principal Shareholders Are Also Legal Entities
April 20, 2026
| Name of entity (Note 1) | Major shareholders of corporate entities (Note 2) | |
|---|---|---|
| Siligold Technology Inc. | Ming-Hui Tsai | 50% |
| Guo-Chen Chuang | 50% |
Note 1: If the major shareholder in the above table 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 is in the top 10) and their shareholding ratio.
Note 3: If the institutional shareholder is not a company organizer, the name of the shareholder and shareholding ratio that should be disclosed are the name of the investor or donor (see the Judicial Yuan announcement for inquiries) and the ratio of capital contribution or donation. If the donor is deceased and "Deceased" is noted.
- Disclosure of Professional Qualifications of Directors and Supervisors, and Independence Information of Independent Directors
| Name | Professional qualifications and experience (Note 1) | Independence of independent directors (Note 2) | Number of independent directors in other public companies |
|---|---|---|---|
| Chairman, Ming-Ching Fang | At present, he is the Chairman and President of the Company. In terms of operation and management, he can provide rich knowledge and management experience in the semiconductor industry. He has more than five years of work experience required for the Company's business, and is free of any conditions specified in Article 30 of the Company Act. | Not applicable | None |
| Director, Ming-Tsung Fang | At present, he is the Chairman of MILDEX OPTICAL INC. (stock code: 4729), and the Chairman of CHAMPION MICROELECTRONIC CORP. (stock code: 3257). None of the situations referred to in Article 30. | None | |
| Director, Yun-Hui Zhong | Having served as the Plant Manager of Rectron, he can provide extensive knowledge and management experience in the semiconductor industry. He has over five years of work experience required for the company's operations and does not have any circumstances as stated in Article 30 of the Company Act. | None | |
| Representative of KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.): Director, Hung-Kang Lin | Holding a Master's degree in Business Administration from Brooklyn College of the City University of New York, he has served as a practicing accountant and partner at Ernst & Young, with over 20 years of auditing experience. During his tenure as a director of this company, he has provided advice and guidance on financial, tax, auditing, and operational analysis matters. He currently serves as an independent director for O-Bank Co., Ltd. (Stock Code: 2897) and Johnson Health Tech. Co., Ltd. (Stock Code: 1736), and does not have any circumstances as stated in Article 30 of the Company Act. | 2 |
12
| Name\Condition | Professional qualifications and experience (Note 1) | Independence of independent directors (Note 2) | Number of independent directors in other public companies |
|---|---|---|---|
| Representative of KING MAO INVESTMENT CO., LTD.(Formerly Jinmao Investment Co., Ltd.):Director, Chun-Hsiang Lin | Has a master's degree in engineering management from the University of Southern California, and many years of experience in foreign semiconductor companies, spanning the fields of quality management, new business development, marketing and sales, and manufacturing operations. The person shall have extensive knowledge and management experience in the semiconductor industry, and at least five years of work experience required by the Company's business, does not have any circumstances as stated in Article 30 of the Company Act. | 1 | |
| Representative of KING MAO INVESTMENT CO., LTD.(Formerly Jinmao Investment Co., Ltd.):Director, Tso-Ming Chen | Holding a Master's degree in Business Administration from National Sun Yat-sen University, he has served as the General Manager of Greater China for Yageo Corporation (Stock Code: 2327) and is currently the Chief Operating Officer of this company. He possesses expertise in market positioning and business development, and does not have any circumstances as stated in Article 30 of the Company Act. | None |
| Name\Condition | Professional qualifications and experience (Note 1) | Independence of independent directors (Note 2) | Number of independent directors in other public companies |
|---|---|---|---|
| Independent Director, Yi-Chen Chen | Holding a Master's degree in Finance from National Sun Yat-sen University, he has worked in finance and accounting for many years. Since the listing of Asia Vital Components Co., Ltd. (Stock Code: 3017) on September 27, 2002, he has served as the Director of the Finance and Accounting Department (later promoted to Vice President). He has over 20 years of experience in financial accounting for publicly listed companies and possesses experience in operational judgment, accounting and financial analysis, management, industry knowledge, international markets, leadership, and decision-making. Complies with the requirements of the Audit Committee members with accounting or financial expertise, and is currently the convener of the Company's Audit Committee and Remuneration Committee. | All independent directors of the Company have complied with the relevant provisions of Article 14-2 of the Securities and Exchange Act: I. None of any circumstance set out in a subparagraph of Article 30 of the Company Act. II. Not elected of a person that is a government agency, juristic person, or representative thereof as set out with Article 27 of the Company Act. III. Not under any of the following circumstances during the two years prior to the election and during the term of office: (I) An employee of the company or any of its affiliates. (II) A director or supervisor of the company or any of its affiliates. (III) A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings. (IV) A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer listed in (I) or the personnel listed in (II) or (III). (V) A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. (VI) If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company. (VII) If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or | None |
| Independent Director, Liang-Fu Fan | Holding a Master's degree in Chemical Engineering from Oklahoma State University in the United States, he served as the Vice President of Hermes Microvision, Inc. Ltd. and Vice President of HERMES-EPITEK CORPORATION. He has over five years of work experience required for the company's operations and has provided extensive knowledge and management experience in the semiconductor industry during his tenure as an independent director of this company. | None | |
| Independent Director, Chun-Hsiung Chu | Holding a Master's degree from the Graduate Institute of Law at National Chung Hsing University and possessing a legal practicing qualification, he is currently the lead attorney at Quan Ying International Law Firm. He has over five years of work experience required for the company's operations and has provided legal strategies, compliance, and management decision-making advice during his tenure as an independent director of this company. | 3 |
| Name\Condition | Professional qualifications and experience (Note 1) | Independence of independent directors (Note 2) | Number of independent directors in other public companies |
|---|---|---|---|
| Independent Director, Yih-Chi Tai | Holding a Master's degree in Engineering from the University of Toronto, he has served as a fund manager, Chief Investment Officer at the publicly listed semiconductor company, Sunplus Technology Co., Ltd. (Stock Code: 2401), and General Manager of the Industrial Technology Research Institute's Innovation Industrial Technology Transfer Co., Ltd. He has also held leadership positions in several investment and management consulting firms. He has over five years of work experience required for the company's operations and has provided strategic investment planning and management decision-making advice during his tenure as an independent director of this company. | are spouses: a director (or governor), supervisor, or employee of that other company or institution.(VIII) A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.(IX) A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.. | None |
Note 1: Professional qualifications and experience: The professional qualifications and experience of individual directors and supervisors are stated. If a member of the Audit Committee has accounting or finance expertise, the accounting or finance background and work experience should be disclosed. Circumstances under Article 30 of the Company Act.
Note 2: Independent directors should state the circumstances that qualify as independent, including but not limited to whether they, their spouse, or their relatives within the second degree of kinship serve as directors, supervisors, or employees of the company or its affiliated companies; the number and proportion of company shares held by them, their spouse, or their relatives within the second degree of kinship (or using the names of others); whether they serve as directors, supervisors, or employees of companies with specific relationships with the company (refer to Article 3, Paragraph 1, Subparagraphs 5 to 8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); and the amount of remuneration received for providing business, legal, financial, accounting, and other services to the company or its affiliated companies in the past two years.
- Board Diversity and Independence
3-1. Board Diversity:
In order to enhance the functions of the Board of Directors and improve the structure of the Board of Directors, the Company has formulated a "Board of Directors Diversity Policy" and has selected members with diverse backgrounds and perspectives based on the Company's operations, operating patterns and development needs. The implementation of the diversity policy of the Board of Directors is as follows:
| Name/Title | Country | Gender | Serving as an employee of the Company concurrently | Seniority of Independent Directors | Age distribution of directors | Professional skills | Industry experience | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 3 years | 3 - 9 years | Over 9 years | Under 60 years old | 61 - 70 years old | Over 71 years old | Operational decision-making and management | Financial analysis and decision making | Legal practice | Manufacturing industry | Finance and taxation/investment management services | Lawyer services | ||||
| Chairman Ming-Ching Fang | Republic of China | Male | ☑ | Not applicable | ☑ | ☑ | ☑ | ||||||||
| Director Ming-Tsung Fang | Male | ☑ | Not applicable | ☑ | ☑ | ☑ | |||||||||
| Director, Yun-Hui Zhong | Male | Not applicable | ☑ | ☑ | ☑ | ||||||||||
| Representative of KING MAO INVESTMENT CO., LTD.(Note1): Director Hung Kang, Lin | Male | Not applicable | ☑ | ☑ | ☑ | ☑ | |||||||||
| Representative of KING MAO INVESTMENT CO., LTD.(Note2): Director Chun-Hsiang Lin | Male | Not applicable | ☑ | ☑ | ☑ | ||||||||||
| Representative of KING MAO INVESTMENT CO., LTD.(Note3): Director Tso-Ming Chen | Male | ☑ | Not applicable | ☑ | ☑ | ☑ | |||||||||
| Independent Director, Yi-Chen Chen | Male | ☑ | ☑ | * | ☑ | ☑ | |||||||||
| Independent Director, Liang-Fu Fan | Male | ☑ | ☑ | ☑ | ☑ | ||||||||||
| Independent Director, Chun-Hsiang Chu | Male | ☑ | ☑ | * | ☑ | ☑ | |||||||||
| Independent Director, Yi-Chi Tai | Male | ☑ | ☑ | * | ☑ | ☑ |
(Note) 1. KING MAO INVESTMENT CO., LTD., formerly known as Jinmao Investment Co., Ltd.
2. * refers to partial ability
3-2. Reasons Why Either Gender Holds Fewer Than One-Third of Board Seats, and Measures Planned to Improve Gender Diversity on the Board:
The proportion of directors of either gender on the Company's Board of Directors is less than one-third, mainly because the Company considers the professional ability of directors as the main consideration when selecting directors and does not impose a mandatory gender quota. In order to enhance gender diversity among directors, the Company intends to elect at least one director of a different gender during the 2026 board re-election. Subsequently, the Company will continue to comprehensively consider gender equality, professional skills, industry experience, etc., and gradually adjust the number of directors with different genders.
3-3. Board Independence:
The Company has established 10 seats on the Board in accordance with the Articles of Incorporation, including 4 Independent Directors, who account for 40% of the seats on the Board. The terms of office of all Independent Directors have not exceeded 3 terms. Among the members of the Board of Directors, Chairman Ming-Ching Fang, Director Ming-Tsung Fang, and Director Tso-Ming Chen hold employee status, accounting for 30% of total board seats. Chairman Ming-Ching Fang and Director Ming-Tsung Fang are relatives within the second degree of kinship, accounting for 20% of total board seats. These circumstances are in compliance with the provisions of Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.
17
(II) General Manager, Vice Presidents, Assistant Vice Presidents, and Heads of Various Departments and Branches
As of April 20, 2026; Unit: Shares
| Job Title (Note 1) | Country | Name | Gender | Date of inauguration | Number of shares held | Shares held by spouse and underage children | Shares Held in the Name of Others | 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 | Shareholdi ng ratio | Number of shares | Shareholdi ng ratio | Number of shares | Shareholdi ng ratio | Job Title | Name | Relation hip | ||||||||
| President | Republic of China | Ming-Ching Fang | Male | 1994.12.03 | 8,522,888 | 2.23% | 3,903,560 | 1.02% | 0 | 0.00% | Department of Mechanical Engineering, Cheng Shiu Technical College Chairman of Kun Hexing Brick Manufacturing Co., Ltd. | Note I | None | None | None | Note 4 |
| Chief Operating Officer | Republic of China | Tso-Ming Chen | Male | 2018.08.15 | 0 | 0.00% | 441 | 0.00% | 0 | 0.00% | Department of Mechanical Engineering, Cheng Shiu Technical College Chairman of Kun Hexing Brick Manufacturing Co., Ltd. | Note II | None | None | None | |
| Vice President | Germany | KOENIG ROLAND HERBERT | Male | 2019.02.11 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | · MSc. in Chemistry, Ludwig-Maximilians- University, Munich, Germany · Nexperia GmbH, Hamburg, Germany, Director - Head of Global Customer Care NXP Semiconductors Germany GmbH, Hamburg, Germany, Director - Head of Quality Complaints BL General Applications | None | None | None | None | |
| Vice President | Republic of China | Chao-Chuan Yang | Male | 2017.10.01 | 15,475 | 0.00% | 5,000 | 0.00% | 0 | 0.00% | Graduated from Wichita State University (graduated with a bachelor's degree in Marketing and Business administration) and an MBA from Friends University Senior Manager of IBU and SBU Marketing Department, PANJIT | None | None | None | None | |
| Vice President | Malaysia | Chiew Teo Ann | Male | 2019.03.11 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | · B Cs(Electronics Eng),Hanyang University,Seoul · Manufacturing Director,Osram Opto Semiconductor(M)Sdn Bhd Operations Director, Infineon Technologies(M)Sdn Bhd | None | None | None | None | |
| Vice President | South Korea | Woon-Young Yeo | Male | 2023.10.02 | 14,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | · Yonsei University Industrial engineering Master's degree Onsemi Director | None | None | None | None | |
| Chief Accounting Officer (Accounting supervisor, Corporate Governance Officer) | Republic of China | Pai-Cheng Hsieh | Male | 99.09.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master's Degree at the Accounting Institute of Chung Cheng University Senior Manager of Auditing, Ernst & Young Taiwan | Note III | None | None | None | |
| Chief Financial Officer (Head of finance) | Republic of China | Ying-Hsiu Shen | Female | 1999.05.04 | 164,504 | 0.04% | 2,285,710 | 0.60% | 0 | 0.00% | Master's Degree at the Research Institute, University of Texas, USA Yufu Securities Commissioner | Supervisor of PYNMAX TECHNOLOGY CO., LTD.; Representative Director of Alltop Technology Co., Ltd.; Representative Director of Champion Microelectronic Corp. | None | None | None |
Note 1: Includes information on presidents, vice presidents, assistant vice presidents, and the heads of various departments and branches. 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 enterprise during the aforementioned period, the job title and responsibilities should be detailed.
Note 3: When the general manager or manager of an equivalent post (the highest level manager) and the chairperson are the same person, spouses, or relatives within the first degree of kinship, the Company shall disclose the reason, reasonableness, necessity, and measures taken in response (e.g. increasing the number of independent directors, Also, more than half of the directors are not employees or managers concurrently).
Note I: Please refer to Note 1 on Page 7 of this annual report.
Note II: Please refer to Note 6 on page 7 of this Annual Report.
Note III: Supervisor of PYNMAX TECHNOLOGY CO., LTD.; Supervisor of Pan Jit Electronics (Wuxi)Co., Ltd; Supervisor of Panjit Electronics (Shandong) Co., Ltd.; Supervisor of Panjit Electronics (Shandong) Co., Ltd.; Director of Aide Energy (CAYMAN) Holding Co., Ltd.; Supervisor of Panstar Semiconductor Co., Ltd.; Panjit Electronics (Shandong) Co., Ltd.; Director of ZiBo Micro Commercial Components Corp.; Representative Director of JVision Co., LTD.
Note IV: Please refer to Note X on page 7 of this Annual Report.
19
II. Remuneration Paid to Directors, Supervisors, President, and Vice Presidents in the Most Recent Year
(I) Remuneration of general directors and independent directors
Unit: NTD thousands
| Job Title | Name | Remuneration to directors | Total of items A, B, C, and D, and its ratio to net income after tax (Note 10) | Remuneration for concurrently serving as an employee | Total of items A, B, C, D, E, F, and G, and its ratio to net income after tax (Note 10) | Remuneration received from invested companies other than subsidiaries or from the parent company (Note 11) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) (Note 2) | Severance pay and pension (B) | Directors' Compensation (C) (Note 3) | Business Execution Expenses (D) (Note 4) | Salaries, Bonuses, and Special Allowances (E) (Note 5) | Severance pay and pension (F) | Employees' Compensation (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 | 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 | 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 | |||||
| Cash amount | Amount of shares | Cash amount | Amount of shares | |||||||||||||||||||
| Director | Ming-Ching Fang | 0 | 2,240 | 0 | 0 | 19,838 | 19,838 | 420 | 510 | 20,258 1.70% | 22,588 1.90% | 14,776 | 41,014 | 212 | 212 | 9,922 | 0 | 10,553 | 0 | 45,168 3.79% | 74,367 6.24% | 5,126 |
| Ming-Tsung Fang | ||||||||||||||||||||||
| Yun-Hui Zhong | ||||||||||||||||||||||
| Institutional directors and their representatives | KING MAO INVESTMENT CO., LTD. (Formerly Jinnao Investment Co., Ltd.) | |||||||||||||||||||||
| Hung-Kang Lin | ||||||||||||||||||||||
| Chun-Hsiang Lin | ||||||||||||||||||||||
| Tso-Ming Chen | ||||||||||||||||||||||
| Independent Director | Yi-Chen Chen | 0 | 0 | 0 | 0 | 4,000 | 4,000 | 280 | 280 | 4,280 0.36% | 4,280 0.36% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,280 0.36% | 4,280 0.36% | 0 | |
| Liang-Fu Fan | ||||||||||||||||||||||
| Chun-siang Chu | ||||||||||||||||||||||
| Yih-Chi Tai |
- Please describe the policy, system, standards and structure for the payment of remuneration to independent directors, and explain the correlation between the responsibilities, risks, time invested and other factors and the amount of remuneration paid. The remuneration payment policy for independent directors of our company is in accordance with Article 16 of the Company's Articles of Association, which is determined by the Board of Directors in consideration of the normal level of the industry, and in accordance with the independent director remuneration standards resolved by the Board of Directors on May 10, 2022, each person will receive a fixed amount of director's remuneration each year.
- Other than the disclosure in the above table, the remuneration received by the Company's directors for the services provided (such as serving as a consultant to the non-employees of the parent company/all the companies listed in the financial statements/invested enterprises, etc.) in the most recent year: None.
Range of remuneration
| Remuneration paid to each individual director Director Remuneration Range | Name of Director | |||
|---|---|---|---|---|
| Sum of the first four remunerations (A+B+C+D) | Sum of the first seven remunerations (A+B+C+D+E+F+G) | |||
| The Company (Note 8) | All companies in the financial report (Note 9) H | The Company (Note 8) | Parent company and all investees (Note 9) I | |
| Less than NT$1,000,000 | Hung-Kang Lin, Chun-Hsiang Lin, Tso-Ming Chen | Hung-Kang Lin, Chun-Hsiang Lin, Tso-Ming Chen | Hung-Kang Lin, Chun-Hsiang Lin | Hung-Kang Lin, Chun-Hsiang Lin |
| NT$1,000,000 (inclusive) - NT$2,000,000 (exclusive) | Yun-Hui Zhong, Yi-Chen Chen, Liang-Fu Fan, Chun-Hsiung Chu, Yi-Chi Tai | Yun-Hui Zhong, Yi-Chen Chen, Liang-Fu Fan, Chun-Hsiung Chu, Yi-Chi Tai | Yun-Hui Zhong, Yi-Chen Chen, Liang-Fu Fan, Chun-Hsiung Chu, Yi-Chi Tai | Yun-Hui Zhong, Yi-Chen Chen, Liang-Fu Fan, Chun-Hsiung Chu, Yi-Chi Tai |
| NT$2,000,000 (inclusive) - NT$3,500,000 (exclusive) | Ming-Ching Fang, Min-Tsung Fang | Ming-Ching Fang | None | None |
| NT$3,500,000 (inclusive) - NT$5,000,000 (exclusive) | None | Ming-Tsung Fang | None | None |
| NT$5,000,000 (inclusive) - NT$10,000,000 (exclusive) | None | None | Ming-Tsung Fang, Tso-Ming Chen | None |
| NT$10,000,000 (inclusive) - NT$15,000,000 (exclusive) | KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | Ming-Ching Fang, KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) |
| NT$15,000,000 (inclusive) - NT$30,000,000 (exclusive) | None | None | None | Ming-Ching Fang, Ming-Tsung Fang, Tso-Ming Chen |
| NT$30,000,000 (inclusive) - NT$50,000,000 (exclusive) | None | None | None | None |
| NT$50,000,000 (inclusive) - NT$100,000,000 (exclusive) | None | None | None | None |
| Over NT$100,000,000 | None | None | None | None |
| Total | 11 people | 11 people | 11 people | 11 people |
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. Where a director also serves concurrently as President or Vice President, this table and the table below (3-1), or tables (3-2-1) and (3-2-2) below, shall be completed.
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 business execution expenses related to directors in the most recent year (including transportation allowances, special allowances, various subsidies, provision of accommodation, 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.
Note 5: Refers to the amount of salary, position allowance, severance pay, various bonuses, incentives, travel expenses, special expenses, various allowances, dormitories, cars and other in-kind provisions received by directors and employees who also serve as directors (including presidents, vice presidents, other managers and employees) 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 expenses recognized in accordance with IFRS 2 "Share-based Payments", including employee stock option certificates, restricted employee rights shares and participation in cash capital increase subscription shares, should also be included in remuneration.
Note 6: Refers to the employee remuneration (including stocks and cash) received by directors and employees who also serve as employees (including presidents, vice presidents, other managers and employees) in the most recent year. The amount of employee remuneration distributed by the board of directors in the most recent year should be disclosed. If it is impossible to estimate, the proposed distribution amount for this year should be calculated based on the proportion of the actual distribution amount last year, and Table 1-3 should be filled in separately.
Note 7: The total amount of remuneration paid to the directors of the Company by all companies in the consolidated report (including the Company) shall be disclosed.
Note 8: The total amount of remuneration paid by the Company to each director is disclosed in the grade to which the director is assigned.
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 shall be disclosed in the grade to which he/she/it is assigned.
Note 10: Net profit after tax refers to the net profit after tax of the parent company only or individual financial report of the most recent year.
Note 11: a. This section shall clearly state the amount of remuneration received by the company's directors from investment businesses other than subsidiaries or from the parent company (if none, please fill in "None").
b. If a director of a company receives any remuneration from a subsidiary or parent company, the remuneration received by the director from the subsidiary or parent company shall be included in Column I of the remuneration scale table, and the column name shall be changed to "Parent company and all subsidiaries".
c. Remuneration refers to compensation, profit sharing (including employees', directors', and supervisors' compensation), and business execution expenses received by directors of the Company in their capacity as directors, supervisors, or managers of invested companies other than subsidiaries or of the parent company.
- The remuneration disclosed in this form is different from the concept of income in the Income Tax Act, so this form is for information disclosure purposes only and is not for tax purposes.
(Note) As of the date of publication of the annual report, the directors' remuneration paid to individual directors and the employees' remuneration paid to directors who also serve as employees listed in this table have not yet been resolved by the board of directors.
22
(II) Remuneration of the President and Vice Presidents
Unit: NTD thousands
| Job Title | Name | Salary (A) (Note 2) | Severance pay and pension (B) | Bonuses and allowances (C) (Note 3) | Employees' remuneration (D) (Note 4) | Total of items A, B, C, and D, and their ratio to net income after tax (%) (Note 8) | Remuneration received from invested companies other than subsidiaries or from the parent company (Note 9) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 included in the financial report (Note 5) | The Company | All companies included in the financial report | |||||
| Cash amount | Amount of shares | Cash amount | Amount of shares | |||||||||||
| President | Ming-Ching Fang | 30,492 | 41,775 | 420 | 420 | 1,797 | 9,625 | 12,815 | 0 | 13,445 | 0 | 45,524 3.82% | 65,265 5.48% | 0 |
| Vice President (Chief Operating Officer) | Tso-Ming Chen | |||||||||||||
| Vice President | Koenig Roland Herbert | |||||||||||||
| Vice President | Chao-Chuan Yang | |||||||||||||
| Vice President | Chiew Teo Ann | |||||||||||||
| Vice President | Woon-Young Yeo |
*Regardless of the job title, any position equivalent to the President or vice president (e.g. President, CEO, Chief Officer, etc.) shall be disclosed.
Note: As of the date of publication of the annual report, the employee remuneration paid to managers listed in this table has not yet been approved by the board of directors.
Range of remuneration
| Remuneration range for each President and Vice President of the Company | Name of President and Vice Presidents | |
|---|---|---|
| The Company (Note 6) | Parent company and all investees (Note 7) E | |
| Less than NT$1,000,000 | None | None |
| NT$1,000,000 (inclusive) - NT$2,000,000 (exclusive) | None | None |
| NT$2,000,000 (inclusive) - NT$3,500,000 (exclusive) | None | None |
| NT$3,500,000 (inclusive) - NT$5,000,000 (exclusive) | Chao-Chuan Yang | Chao-Chuan Yang |
| NT$5,000,000 (inclusive) - NT$10,000,000 (exclusive) | Ming-Ching Fang, Tso-Ming Chen, Chiew Teo Ann, Woon-Young Yeo, Koenig Roland Herbert | Chiew Teo Ann, Woon-Young Yeo, Koenig Roland Herbert |
| NT$10,000,000 (inclusive) - NT$15,000,000 (exclusive) | None | None |
| NT$15,000,000 (inclusive) - NT$30,000,000 (exclusive) | None | Ming-Ching Fang, Tso-Ming Chen |
| NT$30,000,000 (inclusive) - NT$50,000,000 (exclusive) | None | None |
| NT$50,000,000 (inclusive) - NT$100,000,000 (exclusive) | None | None |
| Over NT$100,000,000 | None | None |
| Total | 6 people | 6 people |
Note 1: The names of the President and Vice Presidents shall be listed separately, and the amounts of various payments should be disclosed in a summary manner. If the director is also the President or Vice President, this Table and the above tables (1-1), or (1-2-1) and (1-2-2) shall be filled in.
Note 2: The salary, job allowance and severance pay of the President and Vice Presidents in the most recent year.
Note 3: Enter the amounts of various bonuses, incentive payments, transportation allowances, special allowances, various subsidies, provision of accommodation, company vehicles, and other benefits in kind and other remuneration paid to 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 expenses recognized in accordance with IFRS2 "Share-based Payments", including employee stock option certificates, restricted employee rights shares and participation in cash capital increase subscription shares, shall also be included in remuneration.
Note 4: Fill in the employee remuneration amount (including stocks and cash) distributed to the general manager and deputy general manager in the most recent year approved by the board of directors. If it is impossible to estimate, the proposed distribution amount for this year shall be calculated based on the proportion of the actual distribution amount last year, and Appendix 1-3 shall be filled in separately.
Note 5: The total amount of remuneration paid to the general manager and deputy general manager of the Company by all companies in the consolidated report (including the Company) should be disclosed.
Note 6: The total amount of remuneration paid by the Company to each President and vice president is disclosed in the grade to which they are assigned.
Note 7: The total amount of remuneration paid to each general manager and deputy general manager of the Company by all companies in the consolidated report (including the Company) shall be disclosed, and the names of the presidents and vice presidents shall be disclosed in the corresponding grades.
Note 8: Net income after tax refers to the net income after tax in the most recent year's individual or separate financial report.
Note 9:a. This column shall clearly state the amount of remuneration received by the Company's President and Vice Presidents from invested companies other than subsidiaries or from the parent company (if none, please enter "None").
b. Where the Company's President and/or Vice Presidents receive remuneration from invested companies other than subsidiaries or from the parent company, such remuneration shall be included in Column E of the remuneration range table, and the column heading shall be changed to "Parent Company and All Invested Companies."
c. Remuneration refers to compensation, profit sharing (including employees', directors', and supervisors' compensation), and business execution expenses received by the Company's President and Vice Presidents in their capacity as directors, supervisors, or managers of invested companies other than subsidiaries or of the parent company.
* The remuneration disclosed in this form is different from the concept of income in the Income Tax Act, so this form is for information disclosure purposes only and is not for tax purposes.
(III) Names of managers distributing employee remuneration and distribution
Unit: NTD thousands
| | 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 | Ming-Ching Fang | 0 | 17,464 | 17,464 | 1.47% |
| | Vice President
(Chief Operating Officer) | Tso-Ming Chen | | | | |
| | Vice President | Koenig Roland Herbert | | | | |
| | Vice President | Chao-Chuan Yang | | | | |
| | Vice President | Chiew Teo Ann | | | | |
| | Vice President | Woon-Young Yeo | | | | |
| | Chief Accounting Officer
(Chief Accounting Officer, Corporate Governance Officer) | Pai-Cheng Hsieh | | | | |
| | Chief Financial Officer
(Head of finance) | Ying-Hsiu Shen | | | | |
(Note) As of the publication date of the annual report, the employee compensation paid to the managers listed in this table has not yet been resolved by the board of directors.
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 parent company only or individual financial report in the most recent year.
Note 3: The applicable scope of managerial officers, in accordance with the provisions of Tai-Cai-Zheng-San-Zi Order No. 0920001301 dated March 27, 2003, is as follows:
(1) General manager or people of equivalent ranking
(2) Vice Presidents and people of equivalent ranking
(3) Assistant Vice President and people of equivalent grade
(4) Head of finance department
(5) Head of accounting department
(6) Other persons entitled to manage the Company's affairs and sign on behalf of the Company
Note 4: If the directors, general manager and deputy general managers receive employee compensation (including shares and cash), in addition to Table 1-2, this table should be filled out.
(IV) Respective analysis and comparison of the total remuneration paid to the Company's directors, general manager and deputy general manager 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 income of the Company and the remuneration policy and standard and the remuneration package, the procedure for determining remuneration, and its linkage to operating performance and future risks:
- Analysis of the proportion of total remuneration paid to the Company's directors, president and vice presidents by the Company and all companies in the consolidated financial statements in the most recent two years to net income after tax in the parent company only or individual financial reports:
Unit: NTD thousands
| Job Title | 2025
Ratio of total remuneration to net income after tax | | 2024
Ratio of total remuneration to net income after tax | |
| --- | --- | --- | --- | --- |
| | The Company | All companies included in the financial report | The Company | All companies included in the financial report |
| Director | 4.15% | 6.60% | 4.33% | 7.32% |
| President and Vice Presidents | 3.82% | 5.48% | 4.88% | 7.01% |
- Policies, standards, and composition of remuneration; procedures for determining remuneration; and relevance to operating performance and future risks:
(1) Director:
Director remuneration is determined in accordance with Article 16 of the Company's Articles of Incorporation — "The remuneration of all directors may be authorized by the Board of Directors based on the prevailing standard in the industry, regardless of whether the Company records a profit or loss" — and Article 19 — "If the Company records a profit in a given year, no more than 2% shall be allocated as directors' compensation" — taking into account each director's degree of involvement in Company operations, contribution and value, and the Company's overall operating performance.
The Company evaluates the performance of the members of the Board of Directors in accordance with the "Regulations Governing Performance Evaluation of the Board of Directors and Functional Committees" each year, which is included as a reference for evaluating individual performance achievement and contribution to the Company's performance. The performance evaluation indicators of the directors are six major aspects: alignment of the Company's goals and mission, awareness of directors' responsibilities, participation in the Company's operations, management of internal relations and communication, directors' professionalism and continuing education, and internal control.
26
(2) President and Vice Presidents:
The remuneration of the President and Vice Presidents is determined by reference to prevailing industry standards, taking into account the time invested by the individual, the responsibilities assumed, the degree of achievement of personal objectives, performance in other positions held, the remuneration provided to persons in equivalent positions in recent years, and the Company's overall operating conditions. This is carried out in accordance with Article 19 of the Company's Articles of Incorporation: "If the Company records a profit in a given year, no less than 6% shall be allocated as employees' compensation."
The Company's procedure for paying remuneration has taken into account the results of the performance evaluation of the President and Vice Presidents. The evaluation indicators include financial indicators (such as the Company's revenue achievement rate, etc.) and non-financial indicators (such as the practice of the Company's five core values and operational management capabilities, etc.).
The performance evaluation and remuneration of the Company's directors, President and Vice Presidents are submitted to the Board of Directors for discussion after review by the remuneration committee. The remuneration system is reviewed from time to time based on actual operating conditions and relevant laws and regulations to strike a balance between the Company's sustainable operation and risk control.
27
III. Corporate Governance
(I) Operation of the Board of Directors
The Board of Directors held 7 meetings in the most recent year (A). The attendance of directors is as follows:
| Job Title | Name (Note 1) | Actual number of meetings attended (B) | Number of proxy attendance | Attendance rate (%) "B/A" (Note 2) | Remarks |
|---|---|---|---|---|---|
| Chairman | Ming-Ching Fang | 7 | 0 | 100.00% | |
| Director | Ming-Tsung Fang | 7 | 0 | 100.00% | |
| Director | Yun-Hui Zhong | 7 | 0 | 100.00% | |
| Director | KING MAO INVESTMENT CO., LTD.(Note) Representative: Hung-Kang Lin | 7 | 0 | 100.00% | |
| Director | KING MAO INVESTMENT CO., LTD.(Note) Representative: Chun-Hsiang Lin | 7 | 0 | 100.00% | |
| Director | KING MAO INVESTMENT CO., LTD.(Note) Representative: Tso-Ming Chen | 7 | 0 | 100.00% | |
| Independent Director | Yi-Chen Chen | 7 | 0 | 100.00% | |
| Independent Director | Liang-Fu Fan | 7 | 0 | 100.00% | |
| Independent Director | Chun-Hsiung Chu | 7 | 0 | 100.00% | |
| Independent Director | Yi-Chi Tai | 7 | 0 | 100.00% | |
| (Note) KING MAO INVESTMENT CO., LTD., formerly known as Jinmao Investment Co., Ltd. | |||||
| Other information to be disclosed: | |||||
| I. If the operation of the board of directors has any of the following circumstances, the date, period, content of the proposals, opinions of all independent directors and the Company's handling of the opinions of the independent directors shall be stated: | |||||
| (I) Matters listed under Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee. Pursuant to Article 14-5 of the Securities and Exchange Act, Article 14-3 of the Securities and Exchange Act is not applicable. For relevant information, please refer to the Audit Committee operations on pages 32-34 of this Annual Report. |
28
(II) In addition to the above matters, other matters resolved by the board of directors that were opposed or reserved by the independent directors and have records or written statements: None.
II. The implementation of directors' recusal of resolutions with conflicts of interest shall state the director's name, resolution content, reason for recusal and participation in voting:
| Date of Board Meeting | Name of Director | Proposal Content | Reason for recusal | Participation in voting |
|---|---|---|---|---|
| 2025.01.16 | Chairman Ming-Ching Fang | |||
| Director, Ming-Tsung Fang | ||||
| Director, Tso-Ming Chen | Managers' year-end bonus for fiscal year 2024 of the Company | Concurrently serving as manager (employee) of the Company | After excluding directors required to recuse themselves due to conflicts of interest, the (acting) chairperson confirmed that all attending directors approved the matter without objection. | |
| 2025.05.09 | Chairman Ming-Ching Fang | |||
| Director, Ming-Tsung Fang | ||||
| Director, Yun-Hui Zhong | ||||
| Director, Hung-Kang Lin | ||||
| Director Chun-Hsiang Lin | ||||
| Director, Tso-Ming Chen | Distribution of directors' compensation for fiscal year 2024 of the Company | Directors' compensation distribution is related to the personal interests of the directors | After excluding directors required to recuse themselves due to conflicts of interest, the (acting) chairperson confirmed that all attending directors approved the matter without objection. | |
| 2025.05.09 | Chairman Ming-Ching Fang | |||
| Director, Ming-Tsung Fang | ||||
| Director, Tso-Ming Chen | Employees' compensation for managers for fiscal year 2024 of the Company | Concurrently serving as manager (employee) of the Company | After excluding directors required to recuse themselves due to conflicts of interest, the (acting) chairperson confirmed that all attending directors approved the matter without objection. | |
| 2025.05.09 | Chairman Ming-Ching Fang | |||
| Director, Ming-Tsung Fang | ||||
| Director, Tso-Ming Chen | Performance bonus for managers for Q1 2025 of the Company | Concurrently serving as manager (employee) of the Company | After excluding directors required to recuse themselves due to conflicts of interest, the (acting) chairperson confirmed that all attending directors approved the matter without objection. | |
| 2025.08.08 | Chairman Ming-Ching Fang | |||
| Director, Ming-Tsung Fang | ||||
| Director, Tso-Ming Chen | Salary adjustment for managerial officers of the Company | Concurrently serving as manager (employee) of the Company | After excluding directors required to recuse themselves due to conflicts of interest, the (acting) chairperson confirmed that all attending directors approved the matter without objection. | |
| 2025.08.08 | Chairman Ming-Ching Fang | |||
| Director, Ming-Tsung Fang | ||||
| Director, Tso-Ming Chen | Performance bonus for managers for Q2 2025 of the Company | Concurrently serving as manager (employee) of the Company | After excluding directors required to recuse themselves due to conflicts of interest, the (acting) chairperson confirmed that all attending directors approved the matter without objection. |
(Note 1) On May 9, 2025, the Board of Directors approved the distribution of directors' compensation for fiscal year 2024. The payment method and amount of remuneration for independent directors are in compliance with the Independent Directors' Remuneration Policy approved by the Board of Directors on May 10, 2022; therefore, independent directors were not required to recuse themselves.
(Note 2) On November 7, 2025, the Board of Directors approved the performance bonus for managers for Q3 2025. As the directors concurrently serving as managers (employees) — including Chairman Ming-Ching Fang, Director Ming-Tsung Fang, and Director Tso-Ming Chen — did not receive the Q3 2025 performance bonus, recusal for conflicts of interest was not required.
III. Implementation of the evaluation of the Board of Directors and functional committees:
The Company conducts an annual performance evaluation of the Board of Directors and each functional committee. The evaluation period for this year covered January 1, 2025 to December 31, 2025, and the results were reported at the Board of Directors meeting on March 10, 2026.
(I) Performance evaluation of the Board of Directors:
| Scope of Assessment | Evaluation Method | Evaluation Content | Evaluation results |
|---|---|---|---|
| Overall performance evaluation of the Board of Directors | Self-evaluation of the Board of Directors | I. Level of participation in the Company's operations II. Improving 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 | The overall evaluation was rated above the standard, indicating that the overall operation of the Company's Board of Directors is still sound, which is in line with the spirit of corporate governance. |
| Individual Board Member's Performance Evaluation | Self-evaluation of directors | I. Comprehension of the Company's goals and mission II. Awareness of the duties of directors III. Level of participation in the Company's operations IV. Management of internal relationship and communication V. Directors' professionalism and continuing education VI. Internal control | The overall evaluation result was above the standard. The evaluation results showed that the directors of the Company had positive comments on the efficiency and effectiveness of the operation of various evaluation indicators. |
(II) Performance evaluation of functional committees:
| Scope of Assessment | Evaluation Method | Evaluation Content | Evaluation results |
|---|---|---|---|
| Audit Committee Performance Evaluation | Internal self-evaluation of the Audit Committee | I. Level of participation in the Company's operations II. Awareness to the duties of the functional committee III. Improvement of the decision-making quality of the functional committee IV. Composition of the functional committee and election of its members V. Internal control | The overall evaluation was above the standard, which indicates that the overall operation of the Company's Audit Committee is still sound, which is in line with the spirit of corporate governance. |
| Performance evaluation of the Remuneration | Remuneration Committee's internal self-evaluation | I. Level of participation in the Company's operations II. Awareness to the duties of the functional committee | The overall evaluation was above the standard, which indicates that the |
31
| | Committee | | functional committee
III. Improvement of the decision-making quality of the functional committee
IV. Composition of the functional committee and election of its members
V. Internal control | overall operation of the Company's Remuneration Committee is still sound, which is in line with the spirit of corporate governance. |
| --- | --- | --- | --- | --- |
| | Sustainability Committee Performance Evaluation | Sustainable Development Committee's internal self-evaluation | I. Level of participation in the Company's operations
II. Awareness to the duties of the functional committee
III. Improvement of the decision-making quality of the functional committee
IV. Composition of the functional committee and election of its members
V. Internal control | The overall evaluation was rated above the standard, indicating that the overall operation of the Company's Sustainable Development Committee is still sound, which is in line with the spirit of corporate governance. |
(Note) The evaluation results are divided into three grades: Above standard (100 - 91 points), meeting the standards (90 - 81 points), and improvement required (80 points or less).
IV. Objectives to strengthen the functions of the board of directors in the current year and the most recent year (such as establishment of an audit committee, improvement of information transparency, etc.) and evaluation of implementation:
- Actively assist directors in completing their training courses to continuously enrich their knowledge and enhance their professional knowledge.
- To strengthen the structure of the Board of Directors, a "Board Member Diversity Policy" has been established in accordance with the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies."
- In order to enhance the functions of the board of directors and strengthen the efficiency of its operations, the "Board of Directors and Functional Committee Performance Evaluation Methods" have been formulated. According to the method, the performance evaluation of the internal board of directors, remuneration committee, audit committee, and sustainable development committee shall be carried out at least once a year, and the evaluation results shall be submitted to the board of directors.
- To assist directors in performing their duties and enhance the effectiveness of the Board of Directors, "Standard Operating Procedures for Handling Directors' Requests" have been established.
- The Sustainability Committee — a functional committee — was established on January 26, 2024, with the Chairman and all independent directors serving as committee members.
Note 1: If a director or supervisor is an entity, the name of the corporate shareholder and the name of its representative shall be disclosed.
Note 2: (1) Where a director or supervisor resigns before the end of the fiscal year, the resignation date shall be noted in the remarks column. The actual attendance rate (%) shall be calculated based on the number of Board meetings held and the actual number of meetings attended during the period of service.
(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.
(II) Operation of the Audit Committee
The Audit Committee held 5 meetings in the most recent year (A). The attendance of
independent directors is as follows:
| Job Title | Name | Number of attendances in person (B) | Number of proxy attendance | Rate of attendances in person (%) (B/A) (Notes 1 and 2) | Remarks |
|---|---|---|---|---|---|
| Convener (Independent Director) | Yi-Chen Chen | 5 | 0 | 100.00% | |
| Committee member (independent director) | Liang-Fu Fan | 5 | 0 | 100.00% | |
| Committee member (independent director) | Chun-Hsiung Chu | 5 | 0 | 100.00% | |
| Committee member (independent director) | Yi-Chi Tai | 5 | 0 | 100.00% |
Other information to be disclosed:
I. Where any of the following circumstances occurred in the operations of the Audit Committee in the most recent year, the date of the Audit Committee meeting, the session number, the content of the agenda items, any dissenting opinions, reservations, or significant recommendations of independent directors, the resolution of the Audit Committee, and the Company's handling of the Audit Committee's opinions shall be described.
(I) The matters listed in Article 14-5 of the Securities and Exchange Act:
| Duration and date of the Audit Committee | Proposal Content | Resolution of the Audit Committee | Handling of the Audit Committee's opinions |
|---|---|---|---|
| 3rd Term, 7th Meeting 2025.03.07 | 1. The Company's Business Report and Financial Statements for fiscal year 2024. 2. The Company's earnings distribution proposal for fiscal year 2024. 3. Evaluation of the independence of CPAs and proposal for appointment and remuneration. 4. Ernst & Young Global Limited and its affiliates providing non-assurance services. 5. Assessment of the effectiveness of the internal control system for fiscal year 2024 and the "Statement of Internal Control." 6. Amendment to the "Procedures for External Investments." | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. |
| 3rd Term, 8th Meeting 2025.05.09 | 1. The Company's financial statements for Q1 2025. | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. |
| 3rd Term, 9th Meeting 2025.08.08 | 1. The Company's financial statements for Q2 2025. 2. Application for fund lending from the Company to its subsidiaries. 3. Capital increase in PAN-JIT ASIA | The motion was unanimously approved by | The motion was unanimously approved by all present |
| all present directors. | all present directors. | directors. |
33
| INTERNATIONAL INC. by the Company. | all present members. | directors. | |
|---|---|---|---|
| 3rd Term, 10th Meeting 2025.11.07 | 1. The Company's financial statements for Q3 2025. | ||
| 2. Fund lending from the Company to its subsidiaries. | |||
| 3. Endorsement and guarantee by the Company for its subsidiaries. | |||
| 4. The Company's internal audit plan for 2026. | |||
| 5. Amendment to the Company's internal control system and internal audit implementation rules. | |||
| 6. Amendment to the "Regulations Governing Financial and Business Matters Between Related Parties." | |||
| 7. Amendment to the "Management Procedures for Transactions with Specific Companies, Corporate Groups, and Related Parties." | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. | |
| 3rd Term, 11th Meeting 2025.11.17 | 1. The Company's acquisition of equity in TOREX VIETNAM SEMICONDUCTOR CO., LTD. | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. |
None of the above proposals had adverse opinions, qualified opinions or major recommendations from independent directors.
(II) Other than the foregoing matters, resolutions not approved by the Audit Committee but approved by two-thirds or more of all directors: No such circumstances occurred.
II. Implementation of independent directors' recusal from interested-party agenda items — the names of independent directors, the content of the agenda items, the reasons for required recusal, and the voting participation shall be described: No agenda items requiring recusal by independent directors due to conflicts of interest arose.
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):
- Communication between independent directors and the Chief Internal Auditor and the certifying CPAs: The Chief Internal Auditor reports to the independent directors at each Audit Committee meeting on the internal audit operations carried out in the preceding quarter. In addition to discussing the results and findings of the quarterly financial statement audit or review with independent directors at Audit Committee meetings, the certifying CPAs also attend Audit Committee and Board of Directors meetings on a non-scheduled basis to provide professional consultation and recommendations for the decision-making process on material agenda items.
| Meeting date | Communication matters | Result of communication |
|---|---|---|
| 3rd Term, 7th Meeting 2025.03.07 | Internal Audit Communication Items: | |
| 1. Internal audit operations report for Q4 2024. | ||
| 2. Assessment of the effectiveness of the internal control system for fiscal year 2024 and the "Statement of Internal Control." | ||
| CPA Communication Items: | ||
| The Company's Business Report and Financial Statements for fiscal year 2024. | It has been fully communicated and reported in the Audit Committee or has been reviewed and approved. | |
| 3rd Term, 8th Meeting 2025.05.09 | Internal Audit Communication Items: | |
| Internal audit operations report for Q1 2025. | ||
| CPA Communication Items: | ||
| The Company's financial statements for Q1 2025. | It has been fully communicated and reported in the Audit Committee or has been reviewed and |
| approved. | ||
|---|---|---|
| 3rd Term,9th Meeting2025.08.08 | Internal Audit Communication Items:Internal audit operations report for Q2 2025.CPA Communication Items:The Company's financial statements for Q2 2025. | It has been fully communicated and reported in the Audit Committee or has been reviewed and approved. |
| 3rd Term,10thMeeting2025.11.07 | Internal Audit Communication Items:1. Internal audit operations report for Q3 2025.2. The Company's internal audit plan for 2026.3. Amendment to the Company's Internal Control System and Internal Audit Implementation Rules.CPA Communication Items:The Company's financial statements for Q3 2025. | It has been fully communicated and reported in the Audit Committee or has been reviewed and approved. |
-
All of the above communication items were submitted to the Board of Directors meeting held on the same day for reporting or resolution after being reported to or approved by the Audit Committee.
-
Separate Communications Between Independent Directors and the Chief Internal Auditor and the Certifying CPAs:
The Company held an Independent Directors Forum on March 7, 2025, providing an opportunity for the Chief Internal Auditor and the certifying CPAs to communicate separately with the independent directors. Topics covered included the execution of internal audit operations, the scope and results of the annual financial report audit, and updates on important laws and regulations. All independent directors attended the forum, and no recommendations were raised.
IV. The annual working focus of the Audit Committee:
- Appropriate presentation of the Company's financial statements.
- Selection (dismissal), remuneration and independence of CPAs.
- Evaluation of the effectiveness of the internal control system.
- Establishment or amendment of the internal control system.
- Material lending, endorsement or guarantee, asset or derivative transactions.
Note 1: Before the end of the year, if an independent director resigns, the date of resignation should be indicated in the remarks column. The actual attendance rate (%) should be calculated based on the number of Audit Committee meetings held and the number of actual attendance during his/her service.
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.
(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
| Assessment Items | Operation 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" in accordance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and has disclosed these on the Market Observation Post System (MOPS). | No difference | |
| II The Company's shareholding structure and shareholders' rights and interests | ||||
| (I) Has the Company established internal operating procedures to handle shareholder suggestions, doubts, disputes and litigation, and has it implemented them in accordance with the procedures? | ✓ | (I) The Company has established the "Regulations Governing the Suggestions and Appeals of Stakeholders" to handle shareholders' suggestions and other matters, and implement them in accordance with the procedures. | No difference | |
| (II) Does the Company keep track of the list of major shareholders who actually control the Company and the final controllers of such major shareholders? | ✓ | (II) In accordance with Article 25 of the Securities and Exchange Act, the Company reports changes in the equity holdings of insiders — including directors, managers, and shareholders holding more than 10% of shares — on a monthly basis through MOPS. The Company has also engaged a professional stock affairs agency to handle stock-related matters in accordance with applicable laws, and maintains a list of the principal shareholders who exercise actual control over the Company and the ultimate controllers of such principal shareholders. | No difference | |
| (III) Has the Company established and implemented risk control and firewall mechanisms with its affiliates? | ✓ | (III) The Company has established regulations including the "Regulations Governing Financial and Business Matters Between Related Parties," the "Management Procedures for Transactions with Specific Companies," | No difference | |
| and the "Management Procedures for Transfers to Financial and Business Matters Between Related Parties." |
| Assessment Items | Operation 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? | ☑ | Corporate Groups, and Related Parties," and the "Subsidiary Management Procedures," which are used to implement risk controls in transactions with affiliated enterprises. | ||
| (IV) The Company has established the "Procedures for Handling Material Inside Information" and the "Management Procedures for Prevention of Insider Trading" to avoid improper information leakage, and expressly prohibits insiders from trading the Company's securities by using undisclosed information in the market. | ||||
| The "Management Operating Procedures for the Prevention of Insider Trading" stipulate that directors are prohibited from trading the Company's shares during the blackout period of thirty days prior to the announcement of the annual financial report and fifteen days prior to the announcement of each quarterly financial report. At year-end, when the Board Secretariat announces the Board meeting schedule for the following year, the blackout periods for each quarterly financial report are also listed. One day before the commencement of each quarterly blackout period, directors are again notified of the relevant regulations by email to prevent inadvertent violations. | No difference | |||
| III. Composition and duties of the Board of Directors | ||||
| (I) Does the board of directors have a diversity policy, specific management goals, and implementation? | ☑ | (I) In order to enhance the functions and structure of the Board of Directors, the Company has formulated a "Board Diversity Policy" and selects members with | No difference |
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (II) In addition to establishing a remuneration committee and an audit committee in accordance with the law, does the Company voluntarily establish any other functional committees? | ☑ | diversified backgrounds and perspectives based on the Company's operation, business model and development needs. The current Board of Directors of the Company comprises 10 members, all of whom are Taiwan nationals and male, drawn from industry professionals with expertise, skills, and industry experience in the semiconductor industry, finance and taxation, accounting, and law. Their average age is approximately 64 years. For the specific management objectives and implementation status of the Company's Board diversity policy, please refer to Note 2. |
(II) In addition to the Remuneration Committee and Audit Committee established as required by law, the Board of Directors approved the establishment of the Sustainability Committee as a functional committee on January 26, 2024. For its operations, please refer to page 50-51 of this Annual Report.
(III) The Board of Directors of the Company approved the "Rules for Performance Evaluation of Board of Directors" on November 11, 2016. The performance evaluation of the Board of Directors shall be conducted and submitted to the Board of Directors at the end of each year. In addition, in accordance with the new corporate governance roadmap content of the competent authority, and the revision of the Securities and Exchange Act and its related acts, on January 25, 2019, the Board of Directors approved the revision of the "Rules for Performance Evaluation of Board of | No difference
No difference |
| Assessment Items | Operation 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 on a regular basis? | ☑ | Directors" and retitled them as the "Rules for Performance Evaluation of Board of Directors and Functional Committees." | ||
| For the performance evaluation of the Board of Directors and each functional committee for fiscal year 2025, please refer to pages 30~31 of this Annual Report. |
(IV) The Company's President's Office, with reference to Statement on Professional Ethics No. 10 and Article 47 of the Certified Public Accountant Act, has developed a "CPA Independence Assessment Form" to evaluate CPA independence on an annual basis. The CPAs are also requested to issue an independence declaration and provide Audit Quality Indicators (AQIs). The key indicators cover five dimensions: professionalism, quality control, independence, supervision, and innovation capability. The above information was also presented to the Audit Committee and the Board of Directors to discuss the independence and suitability of the CPAs.
The most recent CPA independence assessment was discussed and approved at the Audit Committee and Board of Directors meetings on March 10, 2026. Please refer to Note 3 for the evaluation items of the independence of the CPAs and the results of the evaluation. | No difference |
| IV. Does the public/listed company have an appropriate number of qualified corporate governance personnel and has designated a corporate governance | ☑ | | On November 11, 2020, the Board of Directors resolved to appoint Chief Accounting Officer Hsieh Pai-Cheng as the Corporate Governance Officer, responsible for corporate | No difference |
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| supervisor to be responsible for corporate governance-related matters (including but not limited to providing directors and supervisors with information necessary for performing their duties, assisting directors and supervisors in complying with laws and regulations, handling matters related to board and shareholders meetings in accordance with the law, and preparing minutes of board and shareholders meetings, etc.)? | governance-related matters. This individual has more than three years of experience as a supervisor in finance-related units of a publicly listed company. Business development activities for fiscal year 2025 are described as follows: | |||
| 1. Planning and executing the convening of Board of Directors and functional committee meetings, including: scheduling agendas, issuing meeting notices at least seven days prior to each meeting, and distributing meeting minutes within twenty days following each meeting. | ||||
| 2. Planning and executing the annual general shareholders' meeting, including: registering the shareholders' meeting date within the legally prescribed timeframe, and preparing and filing the meeting notice, annual report, agenda handbook, and meeting minutes. | ||||
| 3. Plan and execute the performance evaluation of the Board of Directors and functional committees. | ||||
| 4. Continuously monitoring corporate governance regulations published by competent authorities in order to develop and plan appropriate organizational structures and corporate policies, and to assist directors in complying with applicable laws and regulations. | ||||
| 5. Plan the continuing education courses for directors, hire external lecturers to give on-site lectures, and continue to provide information on advanced training courses for directors and assist with registration operations. | ||||
| 6. Evaluate and purchase suitable director and manager liability insurance, and report the relevant insurance to the board meeting. |
39
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 7. Report the result of the review on the qualifications of independent directors to the Board of Directors. | ||||
| V. Has the Company established communication channels with stakeholders (including but not limited to shareholders, employees, customers, and suppliers), set up a dedicated stakeholder section on the Company's website, and appropriately responded to important corporate social responsibility issues of concern to stakeholders? | ☑ | The Company has established a dedicated stakeholder section on the Company's website and provided contact information for the relevant units in order to appropriately respond to important corporate social responsibility issues of concern to stakeholders. | ||
| The Company conducts stakeholder identification in accordance with the AA1000 Stakeholder Engagement Standard, discloses the identification results through the Sustainability Report and the Company's website, and reports to the Board of Directors at least once a year. | No difference | |||
| VI. Does the Company appoint a professional shareholder service agency to handle shareholders' meeting affairs? | ☑ | The Company has appointed a professional shareholder service agency to handle shareholders' meeting 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 (www.panjit.com.tw) and discloses financial, business, and corporate governance information thereon.
(II) The Company has an English website, designated personnel to be responsible for the collection and disclosure of Company information, and set up the spokesperson and deputy spokespersons system in accordance with the law; also, the Company website also has a section for institutional investors conferences, and information related to legal person seminars is placed at Company's official site. | No difference
No difference |
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (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's financial report for fiscal year 2025 was approved by the Board of Directors on March 10, 2026, and the announcement and filing procedures were completed within the prescribed deadline. The financial reports for Q1 through Q3 of fiscal year 2025, as well as the monthly operating results, were all announced and filed within the prescribed deadlines. | The Company will continue to evaluate and cooperate with the Company's needs and the requirements of the competent authorities | |
| VIII. Does the Company have other important information that would contribute to an understanding of its corporate governance practices (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholder rights, continuing education of directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, and the purchase of liability insurance for directors and supervisors)? | ☑ | 1. Employee rights and interests and employee care: The Company has always treated its employees with integrity, followed relevant labor laws and regulations to protect the legal rights and interests of employees, and established a good relationship of mutual trust and reliance with its employees through a welfare system that enriches and stabilizes the lives of employees and a good education and training system. | ||
| 2. Investor relations: A spokesperson and an acting spokesperson were appointed to deal with investors' suggestions. At least two for-profit conferences were held each year, and relevant information was disclosed on the Company's official site. | ||||
| 3. Supplier relations: The Company has always maintained a good relationship with its suppliers. | ||||
| 4. Stakeholders' rights: Stakeholders may communicate with the Company through the dedicated mailbox for opinions and grievances, and put forward suggestions to maintain | No difference |
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| their legitimate rights and interests. | ||||
| 5. Continuing education of directors: | ||||
| The Company's directors possess professional industry backgrounds and practical management experience, and pursue continuing education based on actual needs. For details on continuing education, please refer to Note 4. | ||||
| 6. Implementation of risk management policies and risk measurement standards: | ||||
| The Company establishes various internal regulations pursuant to laws, and conducts various risk management and assessment. | ||||
| 7. Implementation of customer policies: | ||||
| The Company maintains a stable and good relationship with its customers to create corporate profits. | ||||
| 8. Liability insurance for directors: | ||||
| The Company has completed the renewal of directors' and officers' liability insurance for fiscal year 2026. | ||||
| 9. Intellectual Property Management: | ||||
| The Company regards intellectual property management as an important strategy supporting operational growth and product competitiveness. In alignment with annual operational objectives and R&D directions, the Company plans the management and deployment of patents, trademarks, and trade secrets, and reports on the implementation of intellectual property management to the Board of Directors at least once a year. | ||||
| In accordance with its operational and product strategies, the Company continuously accumulates core |
42
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| technologies with market value through R&D innovation incentive mechanisms and comprehensive patent review and infringement risk control processes. At the same time, the Company pursues domestic and overseas patent and trademark applications in line with its market positioning, and strengthens trade secret and information security management to reduce operational risks. In 2025, the Company currently holds 64 active granted patents, with 69 patent applications under examination, demonstrating not only a consistent level of patent filings but also tangible results in patent grants. In addition, the Company has progressively implemented electronic workflows for patent-related processes, including approval of patent filings, review and response approvals to office actions issued by patent authorities in various jurisdictions, approval of annual maintenance fee payments, and submission and approval of two-stage incentive applications (application awards and grant awards). | ||||
| IX. Please describe the improvements that have been made based on the corporate governance evaluation results released by the Corporate Governance Center of the Taiwan Stock Exchange Corporation in the most recent year, and propose priority improvement items and measures for those that have not yet been improved. | ||||
| Based on the results of the 11th Corporate Governance Evaluation published by the Securities and Futures Institute, the Company's improvement status and priority areas for future enhancement are as follows: |
43
44
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| Indicator category | Question number and index content (or summary) | Improvements made and future priorities and measures | ||
| --- | --- | --- | ||
| Strengthen the structure and operation of the Board of Directors | Item No.: 2.6 | |||
| Indicator: Does the Company's Board of Directors include at least one director of a different gender? | The Company intends to elect at least one director of a different gender at the time of the scheduled Board re-election in 2026, and will subsequently continue to give comprehensive consideration to gender equality, professional skills, and industry experience in order to progressively adjust the number of directors of different genders. |
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: The specific management goals and achievements of the Company's board member diversity policy and the implementation of the diversity policy are as follows:
(1) Specific management objectives and achievement status of the Board diversity policy:
| Management Objectives | Status of Achievement | Description |
|---|---|---|
| It is advisable that the number of directors who are employees of the Company shall not exceed one-third of the total number of directors | Achieved | Only three (30%) of the ten members of the current Board of Directors are employees of the Company, which does not exceed one-third of the total number of directors |
| At least one director shall be appointed with professional background, technical skills, or industrial experience in finance, accounting and law. | Achieved | Mr. Yi-Chen Chen, an independent director of the Company, is the CFO of Agenda (stock code: 3017). Mr. Hung-Kang Lin is the former director and practicing accountant of Ernst & Young Taiwan; Mr. Chu Chun-Hsiung is the Managing Attorney of Chuan Ying International Law Firm and possesses professional expertise in law. |
| Average age distribution | Achieved | Among the ten members of the current Board of Directors, 3 directors are aged 60 or below (accounting for 30%), 5 are aged between 61 and 70 (accounting for 50%), and 2 are aged 71 or above (accounting for 20%). No single age group is concentrated at more than 50% of the Board. |
| Independent directors should not serve three consecutive terms | Achieved | None of the four independent directors in the current session of the Board has served consecutive terms for more than three terms |
(2) For the implementation status of the Company's Board diversity policy, please refer to pages 16~17 of this Annual Report.
Note 3: The evaluation items and evaluation results of the independence of the Company's CPAs are as follows:
| Assessment Items | Evaluation results | Independence |
|---|---|---|
| 1. Whether the subject of evaluation is employed by the Company on a regular basis, receives a fixed salary, or serves as a director. | No such situation. | Yes |
| 2. Whether the subject of evaluation has previously served as a director, manager, or employee with significant influence over the | No such situation. | Yes |
| 3. Whether the subject of evaluation acts as an intermediary for the Company's issued shares or other securities. | No such situation. | Yes |
| 4. Whether the subject of evaluation has a fund-lending relationship with the Company. | No such situation. | Yes |
| 5. Whether the subject of evaluation provides non-audit services to the Company that may directly affect audit work. | No such situation. | Yes |
| 6. Does the subject of evaluation have direct or indirect financial interest with the Company. | No such situation. | Yes |
| 7. Does the subject of evaluation have a significant and close business relationship with the Company? | No such situation. | Yes |
| 8. Whether there is a potential employment relationship between the subject of evaluation and the Company. | No such situation. | Yes |
45
Note 4: Director Continuing Education:
| Name/Title | Date of continuing education | Organizer | Course name | Duration of Advanced Studies |
|---|---|---|---|---|
| Chairman, Ming-Ching Fang | 2025/07/09 | Taiwan Stock Exchange Corporation | 2025 Cathay Pacific Sustainable Banking and Climate Change Summit | 6 |
| 2025/08/08 | Taiwan Corporate Governance Association | Nature and climate risk management — building a sustainable business model | 3 | |
| 2025/10/30 | Taiwan Corporate Governance Association | How to establish an intellectual property management system to reduce the risk of IP infringement | 3 | |
| Director, Ming-Tsung Fang | 2025/07/31 | Taiwan Corporate Governance Association | Nature and climate risk management — building a sustainable business model | 3 |
| 2025/08/08 | Taiwan Corporate Governance Association | Nature and climate risk management — building a sustainable business model | 3 | |
| 2025/10/30 | Taiwan Corporate Governance Association | How to establish an intellectual property management system to reduce the risk of IP infringement | 3 | |
| Director, Yun-Hui Zhong | 2025/07/09 | Taiwan Stock Exchange Corporation | 2025 Cathay Pacific Sustainable Banking and Climate Change Summit | 6 |
| Director, Hung-Kang Lin | 2025/02/13 | Taiwan Corporate Governance Association | Practical discussion on the latest trends in artificial intelligence development and risk management frameworks | 2 |
| 202504/09 | Taiwan Investor Relations Association | Corporate sustainability — from anxiety to strategy | 2 | |
| 2025/05/09 | Taiwan Investor Relations Association | ESG corporate governance: a new era of integrity, gender equality, and equitable service | 2 | |
| 2025/07/22 | Taiwan Corporate Governance Association | Sustainability promotion seminar — Taichung session | 3 | |
| 2025/07/25 | Taiwan Corporate Governance Association | Corporate governance and the duties and responsibilities of company responsible persons | 3 | |
| 2025/08/21 | Taiwan Academy of Banking and Finance | Corporate governance forum — responding to trends in anti-money laundering, counter-terrorism financing, and financial sanctions | 2 | |
| Director, Chun-Hsiang Lin | 2025/02/19 | Taiwan Corporate Governance Association | Corporate governance and securities laws and regulations | 3 |
| 2025/08/08 | Taiwan Corporate Governance Association | Nature and climate risk management — building a sustainable business model | 3 | |
| 2025/11/17 | Chinese Association for Financial and Economic Development | Digital transformation and AI applications | 3 | |
| 2025/12/10 | Chinese Association for Financial and Economic Development | The Trump effect on ESG and sustainable governance | 3 |
| Name/Title | Date of continuing education | Organizer | Course name | Duration of Advanced Studies |
|---|---|---|---|---|
| Director, Tso-Ming Chen | 2025/07/09 | Taiwan Stock Exchange Corporation | 2025 Cathay Pacific Sustainable Banking and Climate Change Summit | 3 |
| 2025/08/08 | Taiwan Corporate Governance Association | Nature and climate risk management — building a sustainable business model | 3 | |
| 2025/10/30 | Taiwan Corporate Governance Association | How to establish an intellectual property management system to reduce the risk of IP infringement | 3 | |
| Independent Director, Yi-Chen Chen | 2025/05/27 | Taiwan Corporate Governance Association | Tax planning for family succession | 3 |
| 2025/11/04 | Taiwan Corporate Governance Association | Insider trading and securities laws and regulations | 3 | |
| Independent Director, Liang-Fu Fan | 2025/05/02 | Securities and Futures Institute | 2025 Insider Trading Prevention Awareness Seminar | 3 |
| 2025/08/08 | Taiwan Corporate Governance Association | Nature and climate risk management — building a sustainable business model | 3 | |
| Independent Director, Chun-Hsiung Chu | 2025/04/24 | Taiwan Corporate Governance Association | Key hidden messages in financial statements for corporate governance — interpretation and case analysis | 3 |
| 2025/07/31 | Taiwan Corporate Governance Association | Sustainability, risk, and cybersecurity issues in the age of AI | 3 | |
| 2025/08/08 | Taiwan Corporate Governance Association | Nature and climate risk management — building a sustainable business model | 3 | |
| Independent Director, Yi-Chi Tai | 2025/07/31 | Taiwan Corporate Governance Association | Nature and climate risk management — building a sustainable business model | 3 |
| 2025/08/08 | Taiwan Corporate Governance Association | Nature and climate risk management — building a sustainable business model | 3 |
(IV) Operations of the Remuneration Committee and the Sustainable Development Committee
- Remuneration Committee:
(1) Members of the Remuneration Committee
April 20, 2026
| Conting Separation | Name | Qualifications and Experience | Status of independence | Number of other public companies serving as Remuneration Committee member concurrently |
|---|---|---|---|---|
| Convener (Independent Director) | Yi-Chen Chen | Please refer to the relevant content under "Disclosure of Professional Qualifications of Directors and Supervisors, and Independence Information of Independent Directors" on pages 12-15 of this Annual Report. | None | |
| Committee member (independent director) | Liang-Fu Fan | None | ||
| Committee member (independent director) | Chun-Hsiung Chu | 3 | ||
| Committee member (independent director) | Yi-Chi Tai | None |
(2) Operation of the Remuneration Committee
(2-1) There are 4 members in the Company's Remuneration Committee.
(2-2) The term of office of the current members: June 14, 2023 to June 13, 2026. The Remuneration Committee met 5 times (A) in the most recent year. The qualifications and attendance of members are as follows:
| Job Title | Name | Number of attendances in person (B) | Number of proxy attendance | Actual attendance rate (%) (B/A) (Note) | Remarks |
|---|---|---|---|---|---|
| Convener | Yi-Chen Chen | 5 | 0 | 100% | |
| Committee members | Liang-Fu Fan | 5 | 0 | 100% | |
| Committee members | Chun-Hsiung Chu | 5 | 0 | 100% | |
| Committee members | Yi-Chi Tai | 5 | 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 motions, the resolutions of the Board of Directors, and the Company's handling of the Remuneration Committee's opinions should be disclosed (e.g. the reason for the difference shall be stated): None. II. If a member objects to or reserves an opinion on a resolution of the Remuneration Committee and there is a record or written statement, the date, term, content of the resolution, opinions of all members, and the handling of the opinions of the members shall be stated: None. III. Matters of discussion and resolutions made by the Remuneration Committee, and the Company's handling of the members' opinions: |
| Remuneration Committee Session and Date | Proposal Content | Resolution Result | The Company's handling of the opinions of the Remuneration Committee |
|---|---|---|---|
| 5th Term, 7th Meeting 2025.01.16 | 1. Amendment to the "Performance Evaluation Procedures for the Board of Directors and Functional Committees."2. Managers' year-end bonus for fiscal year 2024.3. Managers' remuneration and performance evaluation for fiscal year 2024.3. Directors' remuneration and performance evaluation for fiscal year 2024. | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. |
| 5th Term, 8th Meeting 2025.03.07 | 1. Allocation of directors' compensation for fiscal year 2024. | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. |
| 5th Term, 9th Meeting 2025.05.09 | 1. Distribution of directors' compensation for fiscal year 2024.2. Employees' compensation for managers for fiscal year 2024.3. Performance bonus for managers for Q1 2025. | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. |
| 5th Term, 10th Meeting 2025.08.08 | 1. Adjustments to the salaries of the Company's managers.2. Performance bonus for managers for Q2 2025. | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. |
| 5th Term, 11th Meeting 2025.11.07 | 1. Performance bonus for managers for Q3 2025. | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. |
IV. The main functions and powers and the annual work focus of the Remuneration Committee are as follows:
- Regularly review the "Remuneration Committee Charter" and propose amendments.
- Formulate and regularly review the annual and long-term performance goals and remuneration policies, systems, standards and structures of the Company's directors and managers.
- Regularly evaluate the achievement of the performance targets of the Company's directors and managers, and establish the content and amount of individual remuneration.
Note: (1) Where a member of the Remuneration Committee resigns before the end of the fiscal year, the resignation date shall be noted in the remarks column. The actual attendance rate (%) shall be calculated based on the number of Remuneration Committee meetings held and the actual number of meetings attended during the period of service.
(2) Before the end of the year, if there is a re-election of the Remuneration Committee, the new and old members of the Remuneration Committee shall be filled in, and whether the member is old, new or re-elected and the date of the re-election shall be indicated in the remarks column. The actual attendance rate $(\%)$ is calculated based on the number of Remuneration Committee meetings held during active duty and the number of actual attendance.
- Sustainability Committee:
(1) Duties of the Sustainable Development Committee:
The Sustainable Development Committee shall assist the Board of Directors in continuously promoting the sustainable development of the enterprise and improving corporate governance to achieve the goal of sustainable management. Its responsibilities shall include the following matters:
I. Formulate the direction, strategies and goals of sustainable development, and negotiate relevant management guidelines and concrete promotion plans.
II. Tracking, reviewing and revising the implementation and effectiveness of the corporate sustainable development plan.
III. Report the implementation results of the corporate sustainable development plan to the board of directors every year.
IV. Other matters to be handled by the Sustainable Development Committee as instructed by the Board of Directors.
According to the Company's "Sustainable Development Committee Charter", the Sustainable Development Committee convenes at least once a year, and may convene additional meetings as needed.
(2) Composition of the Sustainable Development Committee:
The Sustainable Development Committee of the Company was established by resolution of the Board of Directors on January 26, 2024. According to the "Sustainable Development Committee Charter", the Committee shall be appointed by at least three members by resolution of the Board of Directors, and a majority of the members shall be independent directors, and the chairman of the meeting serves as the convener and chairman of the meeting.
The current term of the Sustainable Development Committee consists of five members (including four independent directors). Each committee member has a wealth of industry background and practical expertise. Among them, Independent Director Chun-Hsiung Chu has a profound legal professional background and work experience, specializing in corporate governance. He has also been the convener of the Corporate Sustainability Committee of a public company since 2021 and has the experience and expertise required by the Committee.
(3) Operations of the Sustainable Development Committee:
(3-1) The term of office of the current members is from January 26, 2024 to June 13, 2026. The Sustainable Development Committee held one meeting (A) in the most recent year. The qualifications and attendance of members are as follows:
50
| Job Title | Name | Actual Attendance Number of times | Proxy attendance Number of times | Rate of attendances in person (%) | Corporate Sustainability Professional Knowledge and Competence |
|---|---|---|---|---|---|
| Convener (Chairman) | Ming-Ching Fang | 1 | 0 | 100% | Sustainability committee members develop professional knowledge and competence in corporate sustainability through continuing education courses. Please refer to pages 46-47 of this Annual Report. |
| Committee member (independent director) | Yi-Chen Chen | 1 | 0 | 100% | |
| Committee member (independent director) | Liang-Fu Fan | 1 | 0 | 100% | |
| Committee member (independent director) | Chun-Hsiung Chu | 1 | 0 | 100% | |
| Committee member (independent director) | Yi-Chi Tai | 1 | 0 | 100% |
(3-2) Sustainability Committee discussions and resolutions, and the Company's handling of members' opinions:
| Sustainability Committee Session and Date | Proposal Content | Resolution Result | The Company's commitment to sustainable development Handling of the Committee's Opinions |
|---|---|---|---|
| 1st Term, 2nd Meeting 2025.05.09 | 1. The Company's Sustainability Report for fiscal year 2024. | The motion was unanimously approved by all present members. | The motion was unanimously approved by all present directors. |
(V) Implementation of sustainable development, and deviation from the Sustainable Development Best-Practice Principles for TWSE/GTSM Listed Companies, and the reasons therefor
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| I. Has the Company established a governance framework for promoting sustainable development, set up a dedicated or concurrent unit for promoting sustainable development, authorized senior management to handle related matters by the Board of Directors, and is the Board of Directors overseeing the process? | ✓ | On March 1, 2022, the Company established the "ESG Corporate Sustainability Development Committee" (hereinafter: the ESG Committee), chaired by the President, with three functional working groups — Environmental Sustainability, Social Responsibility, and Sustainable Governance — responsible for the concrete implementation of corporate sustainability development plans and the resolutions of the Sustainability Committee, and reporting sustainability development outcomes to the President. To deepen sustainability management, the Board of Directors resolved on January 26, 2024 to establish a "Sustainability Committee" under the Board of Directors. This committee is chaired by the Chairman, with four independent directors serving as members. The original ESG Committee was reorganized and renamed the ESG Project Office. The Sustainability Committee is responsible for setting the Company's sustainable development direction, strategies, and objectives; deliberating on relevant management policies and specific promotion plans; and tracking, reviewing, and revising the implementation and effectiveness of sustainability development plans. The committee meets at least once a | No difference | |
| governance plan. The Board of Directors is responsible for the implementation of the EU's 2010 Plan for Sustainable Development and the European Union's 2010 Plan for Sustainable Development. The Board of Directors is responsible for the implementation of the EU's 2011 Plan for Sustainable Development and the European Union's 2011 Plan for Sustainable Development. | ||||
| II. Has the Company established a governance framework for promoting sustainable development, set up a dedicated or concurrent unit for promoting sustainable development, authorized senior management to handle related matters by the Board of Directors, and is the Board of Directors overseeing the process? | ✓ | On March 1, 2022, the Company established the "ESG Corporate Sustainability Development Committee" (hereinafter: the ESG Committee), chaired by the President, with three functional working groups — Environmental Sustainability, Social Responsibility, and Sustainable Governance — responsible for the concrete implementation of corporate sustainability development plans and the resolutions of the Sustainability Committee, and reporting sustainability development outcomes to the President. To deepen sustainability management, the Board of Directors resolved on January 26, 2024 to establish a "Sustainability Committee" under the Board of Directors. This committee is chaired by the Chairman, with four independent directors serving as members. The original ESG Committee was reorganized and renamed the ESG Project Office. The Sustainability Committee is responsible for setting the Company's sustainable development direction, strategies, and objectives; deliberating on relevant management policies and specific promotion plans; and tracking, reviewing, and revising the implementation and effectiveness of sustainability development plans. The committee meets at least once a | No difference |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| year and reports the results of sustainability plan implementation to the Board of Directors. For details on the operations of the Sustainability Committee, please refer to page 49~50 of this Annual Report. | ||||
| The Board of Directors regularly receives reports from the sustainability team and provides recommendations and oversight on management policies, strategies, objective-setting, and implementation measures for sustainability issues. | ||||
| 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? (Note 2) | ✓ | The Company conducts materiality assessments in accordance with GRI disclosure principles, further administers stakeholder concern questionnaires to understand the degree of stakeholder attention to various sustainability topics, and identifies material issues through discussions between ESG Project Office team members, primary contact person for each plant site and sustainability consultants. | ||
| The risk assessment boundary for fiscal year 2025 is primarily the Company itself; additionally, considering the relevance and degree of impact on material topics, subsidiary PYNMAX TECHNOLOGY CO., LTD. (hereinafter: PYNMAX) and subsidiary Panjit Electronics (Wuxi) Co., Ltd. (hereinafter: Panjit Wuxi) are included within the assessment scope. Based on the risk assessment results, relevant risk management policies or strategies are formulated to reduce the impact of related risks. For further details, please refer to the Sustainability Report. | No difference |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons |
|---|---|---|
| Yes | No | Summary description |
| III. Environmental Issues (I) Has the Company established an appropriate environmental management system suited to the characteristics of its industry? | ✓ | |
| Subsidiary | International Standard Certification | Validity Period |
| PYNMAX Technology Co., LTD | ISO 14001 | 2023.10.25~2026.10.25 |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons |
|---|---|---|
| Yes | No | Summary description |
| Subsidiary | International Standard Certification | Validity Period |
| Panjit Electronics (Wuxi) Co., Ltd. | ISO 14001 IECQ QC080000 | 2024.08.01~2027.08.05 2025.08.22~2028.08.21 |
| PANJIT Electronics (Shandong) Co., LTD. | ISO 14001 | 2023.10.25~2026.10.25 |
| Panjit Semiconductor (Xuzhou) Co., Ltd. | ISO 14001 IECQ QC080000 ISO 50001 ISO 14064 ISO 14067 | 2025.09.01~2026.09.11 2023.07.07~2026.07.06 2025.06.27~2028.06.26 2024.01.01~2024.12.31 2025.06.11~2027.06.10 |
| ○ | To improve resource utilization efficiency and reduce environmental burden, the measures adopted and achievements by the Group (Note) are as follows:1. Electronic Waste Recycling:Electronic waste is entrusted to professional electronic waste processing contractors for recycling. Wafer scraps, after processing, can be refined to yield high-purity precious metals including gold and silver. Panjit and Pynmax's reprocessing volume in 2025 was 0.771 metric tons. | No difference |
| (II) Does the company strive to improve energy efficiency and use renewable materials with lower environmental impact? | ✓ |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 2. Waste Liquid Recovery: Waste acid containing heavy metals and waste NMP generated from manufacturing processes can be reprocessed into industrial raw materials, which can then be recycled and reused. Panjit and Pynmax's reprocessing volume in 2025 was 134.296 metric tons. | ||||
| 3. Waste rubber recycling: Waste rubber is entrusted to recycling contractors, recovered and reused in the manufacture of hollow bricks, enabling circular reuse of waste materials and reducing environmental impact. Panjit's reprocessing volume in 2025 was 261.19 metric tons. | ||||
| 4. Sludge reduction: Panjit introduced a sludge dryer in 2019, and Pynmax introduced a sludge filter press in 2000. Sludge generated from manufacturing processes undergoes volume reduction before being handed over to qualified waste disposal contractors for final disposal. The wastewater separated during the drying process enters the company's wastewater treatment system to comply with effluent discharge standards. Panjit and Pynmax's sludge treatment volume in 2025 was 242.72 metric tons. | ||||
| 5. In 2025, Panjit Wuxi optimized its cleaning procedures by replacing bromoalkane cleaning agents with more environmentally friendly |
56
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| modified alcohol cleaning agents. The benefits include generating recyclable waste liquid, significantly reducing cleaning agent consumption, and reducing VOC emissions. | ||||
| (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? | ☑ | The Company has conducted assessments and identification of climate change risks and opportunities with reference to the Task Force on Climate-related Financial Disclosures (TCFD) framework and the climate-related information disclosure recommendations for TWSE/TPEx listed companies set out in the Taiwan Stock Exchange's "Regulations Governing the Preparation and Reporting of Sustainability Reports by Listed Companies." Based on the assessed risks and opportunities, relevant risk response measures have been formulated. Please refer to pages 86-89 of this Annual Report for the climate-related information disclosure for TWSE/TPEx listed companies. | No difference | |
| (IV) Has the company measured its greenhouse gas emissions, water consumption, and total waste generated over the past two years, and established policies for reducing greenhouse gas emissions, conserving water, or managing waste? | ☑ | The greenhouse gas emission, water consumption and waste statistics for the most recent two years are listed as follows: | ||
| • Greenhouse gas management: | ||||
| (1) Greenhouse gas emissions: | ||||
| To strengthen greenhouse gas management, the Company conducted inventories of Scope 1 to Scope 3 greenhouse gas emissions within its operations for 2025 in accordance with the GHG Protocol, and for 2024 in accordance with the ISO 14064-1:2018 standard. Please refer | No difference |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| to page 89 of the Annual Report for the greenhouse gas inventory and assurance status for the most recent two years. | ||||
| (2) Greenhouse Gas Reduction Management Policy: | ||||
| • Reduction Targets: | ||||
| a. Panjit short-, medium-, and long-term annual carbon intensity target: < 5 (tonnes CO2e / million NTD) | ||||
| b. Panjit short-, medium-, and long-term electricity consumption intensity target: < 35 (GJ / million NTD) | ||||
| • Achievement Status: | ||||
| a. Annual carbon intensity 3.14 tonnes CO2e/ million NTD | ||||
| b. Electricity consumption intensity 23.47 GJ/million NTD | ||||
| • Promotion Measures | ||||
| a. To effectively manage energy use and improve energy performance, Panjit introduced the ISO 50001 Energy Management System in October 2022 and has continued to pass third-party verification, demonstrating the stability and effectiveness of its energy management framework. | ||||
| b. To further strengthen energy management awareness among internal staff, an ISO 50001 Energy Management System internal auditor training course was arranged in 2025, with a total of 37 |
58
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| participants. | ||||
| c. In compliance with regulatory requirements, the Group (Note) has completed the installation of electricity meters and flow meters on major energy-consuming equipment and has established a real-time electricity monitoring system to enhance energy use efficiency and management precision. | ||||
| d. The Group (Note) has installed solar panels at its facilities. In 2025, the total installed solar power capacity reached 1,183.89 kW, with total annual power generation of 2,631,527.8 kWh. Of this amount, 2,490,060 kWh (approximately 8,964.21 GJ) was generated for self-consumption, while 141,468 kWh was sold to Taiwan Power Company (Taipower). Going forward, the Group will continue to increase the proportion of renewable energy usage in order to effectively reduce carbon emissions. | ||||
| e. In alignment with the Ministry of Economic Affairs' "Regulations for Energy Users to Set Energy Conservation Targets and Implementation Plans," Panjit has been promoting an energy conservation program with the goal of achieving an average annual electricity savings rate of 1% or more. In 2025, a total of 2 energy-saving projects were completed, including the replacement of 4 aging air compressors and the replacement of LED lighting |
59
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons |
|---|---|---|
| Yes | No | Summary description |
| Year | Water Recovery Volume | Water withdrawal |
| 2025 | 138.44 | 912.44 |
| 2024 | 160.63 | 926.19 |
| Scope | The Company (Note 1), Pynmax, Panjit Wuxi | |
| (Note 1) Scope covers: Panjit's Gangshan Plant, Yongan Plant (Note 2) Intensity: million liters / million NTD revenue; Revenue represents the combined total of the Company, Pynmax, and PANJIT Wuxi. |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (2) Water Consumption Reduction Management Policy: · Reduction Target: Group (Note) short, medium, and long-term process wastewater recovery rate ≥ 15% (Note) The Group refers to Panjit, Pynmax, and Panjit Wuxi. · Achievement: Process wastewater recovery rate: 15.17% · Promotion Measures a. Panjit's Gangshan Plant has progressively established an electroplating rinse water recovery system, a dicing process wastewater recovery system, and an RO concentrate water recovery system since 2022. Using a source-segregation approach, wastewater is classified into process wastewater, dicing process wastewater, electroplating rinse water, and domestic sewage, each directed into its corresponding recovery and treatment system to maximize the benefits of wastewater recycling and reuse. In 2025, the recovered water volume reached 56,695 metric tons, with a water recovery rate of 10.89%. b. Pynmax completed the construction of its RO concentrate water recovery system in 2022, utilizing the recovered water in process exhaust gas scrubbing towers. The recovered water volume reached 65,153 metric tons, with a water recovery rate |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons |
|---|---|---|
| Yes | No | Summary description |
| 3. Waste management:(1) Waste Consumption Statistics:Waste unit: tonnes | ||
| Year | General industrial waste | Hazardous Industrial Waste |
| 2025 | 841.256 | 75.27 |
| 2024 | 757.21 | 87.33 |
| Scope | Panjit's Gangshan Plant and Yong'an Plant | |
| 2025 | General industrial waste | Hazardous commercial waste |
| Recovery | 907.31 | 154.01 |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||||
| and Reuse Disposal | ||||||||
| Final Disposal | 299.57 | 72.12 | 371.69 | 25.94% | ||||
| Total | 1,206.88 | 226.13 | 1,433.01 | 100.00% | ||||
| Scope | Panjit's Gangshan Plant and Yong'an Plant, Pynmax, Panjit Wuxi | |||||||
| (Note) The information listed in the table represents statistical data reported to the competent authority. (2) Waste Reduction Management Policy: · Reduction Target: Group (Note) short, medium, and long-term waste recovery rate ≥ 80% (Note) The Group refers to Panjit, Pynmax, and Panjit Wuxi. · Achievement Status: Waste Recovery Rate: 74.06% · Promotion Measures: a. All plant sites entrust legally licensed waste hauling and disposal contractors to carry out waste collection and disposal. Contracts are established, and manifest reporting is submitted through the competent authority's system in accordance with regulations. GPS tracking is used to monitor transportation routes, and dedicated personnel conduct regular and irregular ride-along |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| audits and on-site inspections of disposal contractors' facilities to ensure compliance in waste handling. Panjit's Hsinchu R&D Center and Taipei Operations Center generate primarily general household-type waste, which is managed collectively by the office building management. | ||||
| b. All plant sites dispose of waste using recycling and reuse methods wherever possible to minimize environmental impact, and all waste handling complies with regulatory requirements. | ||||
| c. Proactive waste reduction management is carried out through irregular awareness campaigns to strengthen employees' awareness of waste recycling. Each plant site collaborates with recycling vendors to actively enhance waste recovery and conversion for reuse, including measures such as electronic waste recycling, reuse of waste liquid as industrial raw materials, waste rubber reprocessing, sludge reduction, and other circular reuse initiatives. Please refer to pages 55-57 of the Annual Report for further details. | ||||
| IV. Social Issues | ||||
| (I) Does the Company establish relevant management policies and procedures in accordance with | ✓ | The Company obtained SA8000 certification in 2014, and in accordance with the requirements of SA8000 and international corporate social responsibility standards set by international covenant organizations and United Nations declarations, as well as domestic labor-related laws and | No difference |
64
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| relevant laws and international human rights conventions? | regulations, has established a "Corporate Social Responsibility Management Manual." This manual sets out the vision and policies for corporate social responsibility, covering six major areas: regulatory compliance, energy conservation and waste reduction, risk elimination, respect for human rights, disciplinary accountability, and continuous improvement. | |||
| We continue to adopt the "Responsible Business Alliance (RBA) Code of Conduct" to ensure that employees are provided with a safe working environment where they are treated with respect and dignity. To protect employee human rights, the Company has also established internal human rights-related codes of conduct and management procedures applicable to all employees, with the Human Resources and Administration Business Unit serving as the responsible unit, ensuring that the fundamental rights and interests of every individual are fully protected. This is done to implement and strengthen the promotion and management of human rights. Panjit received RBA VAP Silver certification in 2023 and 2024. Please refer to Note 3 for the Company's specific measures to promote human rights. | ||||
| To strengthen its human rights risk management mechanisms, the Company conducted a human rights due diligence exercise in 2025. | ||||
| The material issue assessment process is described as follows: | ||||
| • Defining risk issues and the scope of investigation: |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| With reference to the Responsible Business Alliance (RBA) Code of Conduct and relevant international human rights standards, the Company established a Human Rights Risk Identification and Assessment Form covering ten human rights issues, including diversity and inclusion, anti-discrimination and anti-harassment, occupational safety and health, and working hours. The assessment scope covers the Company’s employees. | ||||
| • Risk analysis and assessment: | ||||
| Supervisors of each operating unit were convened to conduct assessments and risk analyses for each human rights issue based on the likelihood of occurrence and degree of impact. The results were used to establish a human rights risk matrix as the basis for reviewing the risk distribution of various human rights issues and planning subsequent management measures. | ||||
| • Mitigation Measures: | ||||
| The relevant responsible units are required to propose mitigation measures for high-risk issues in order to reduce human rights risks. Medium- and low-risk issues are continuously monitored and managed under existing management measures. | ||||
| According to the results of the 2025 human rights due diligence assessment, occupational safety and health was identified as a medium-risk issue, while all other matters were assessed as low risk |
66
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| and continue to be monitored in accordance with the Company’s internal control procedures. | ||||
| Although "Occupational Safety and Health" was not classified as a high-risk issue, management objectives have nonetheless been formulated based on the assessment results. Measures including the continuous improvement of employees’ safe and healthy working environment and the regular provision of safety and health education to employees are being implemented to reduce or prevent the occurrence of occupational safety and health anomalies. Please refer to pages 70-73 of this Annual Report. | ||||
| (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? | ☑ | 1. Employee Remuneration: | ||
| In addition to stipulating in the Articles of Incorporation that, where the Company records a profit in a given fiscal year and after setting aside amounts to cover any accumulated deficits, no less than 6% of pre-tax net income shall be allocated as employees’ compensation — of which no less than 35% shall be distributed to grassroots employees. | ||||
| The Company, on the basis of external competitiveness, internal equity, and legal compliance, provides a diversified, reasonable, and market-competitive remuneration system linked to the Company’s operating performance. This includes performance bonuses tied to the achievement of operational targets, year-end bonuses, and employees’ compensation, embodying the philosophy of profit-sharing with employees in order to | No difference |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| attract, retain, develop, and motivate talent. | ||||
| 2. Workplace Diversity and Equality: | ||||
| The Company is committed to the implementation of work equality and a diverse and inclusive friendly working environment. All employees, regardless of gender, are entitled to equal pay and equal promotion opportunities for equal work. In fiscal year 2025, female staff accounted for 63.2% of the Company's workforce and male staff for 36.8%. Among managerial personnel, female managers accounted for 7.5% and male managers for 10.2%. | ||||
| In terms of employee age structure, the Company complies with domestic and international laws and regulations and the RBA Code of Conduct, and does not employ child labor. The primary workforce consists of young and middle-aged individuals, with those aged 30 to 50 accounting for 72.3% of total employees, those under 30 accounting for 17.4%, and those aged 51 and above accounting for 10.3%. |
68
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||||||
| Item | Total | Female | Male | ||||||||
| Number of people | % | Number of people | % | Number of people | % | ||||||
| Job Title | Non-management positions | 1,200 | 82.2 | 812 | 55.7 | 388 | 26.6 | ||||
| Managerial position | 259 | 17.8 | 110 | 7.5 | 149 | 10.2 | |||||
| Total | 1,459 | 100.0 | 922 | 63.2 | 537 | 36.8 | |||||
| Age | Under the age of 30 | 254 | 17.4 | 187 | 12.8 | 67 | 4.6 | ||||
| 30-50 years old | 1,055 | 72.3 | 660 | 45.2 | 395 | 27.1 | |||||
| Over 51 years old | 150 | 10.3 | 75 | 5.1 | 75 | 5.1 | |||||
| Total | 1,459 | 100.0 | 922 | 63.2 | 537 | 36.8 | |||||
| To promote gender equality policies, the Company has established "Sexual Harassment Prevention and Control Management Guidelines" and in 2025 offered sexual harassment prevention-related courses for managerial staff, including "Creating a Friendly Environment: Workplace Sexual Harassment Prevention and Support" and "Developing a Gender Perspective with Ease: Creating a Respectful and Inclusive Work Environment." A total of 106 participants attended these courses, |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| totaling 137 person-hours. | ||||
| Please refer to Note 3 for the Company's specific measures to promote human rights. |
-
Leave system:
The Company's leave system complies with national laws and regulations governing leave and attendance, and gives employees the freedom to plan personal vacations and leave according to the actual situation. There is also an exclusive paid birthday leave available for employees to Balanced arrangement. -
Other Employee Benefit Policies: Please refer to pages 149–152 of this Annual Report. | |
| (III) Does the Company provide employees with a safe and healthy working environment and regularly conduct safety and health education for employees? | ☑ | | 1. Measures for employee safety and healthy working environment:
In promoting occupational health and safety, the Company continues to maintain and renew ISO 45001 certification (validity period: February 2, 2025 – February 2, 2028) and TOSHMS certification (validity period: February 2, 2025 – February 1, 2028). Working environment monitoring is conducted at least every six months in environments where chemicals are used, ensuring that exposure levels comply with standards and that tiered management and control measures are implemented. Required personal protective equipment is provided to employees at no charge, and regular fire emergency response and occupational safety and health | No difference |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons |
|---|---|---|
| Yes | No | Summary description |
| 2. Employee safety and health education policies and their implementation in fiscal year 2025: | ||
| • Gangshan Plant: | ||
| Item | No. of Attendance | Man-hour |
| General Occupational Health and Safety Course | 571 | 1,713 |
| ISO14001 and ISO45001 Internal Auditor Training | 80 | 480 |
| Factory Emergency Evacuation Training Course | 2,020 | 1,010 |
| Hazard Communication and Chemical Spill Handling Drill | 62 | 62 |
| On-the-job training for fire extinguishers | 371 | 371 |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||
| ERT Area Fire-fighting Marshaling Drill | 40 | 160 | ||||
| Traffic safety advocacy | 70 | 140 | ||||
| Respiratory protective equipment fit-test education and training | 62 | 62 | ||||
| Yung-an Plant | ||||||
| Item | No. of Attendance | Man-hour | ||||
| Fire drill and training | 157 | 1,256 | ||||
| SCBA and Level A protective suit donning and doffing emergency response drill | 13 | 26 | ||||
| Earthquake safety advocacy | 48 | 48 | ||||
| Chemical spill emergency response and handling education and training | 7 | 14 | ||||
| 3. Employee occupational injury incidents and related improvement measures in fiscal year 2025: A total of 6 occupational injury incidents occurred at the Company, resulting in 6 cases of temporary total disability (representing a rate of 4.30‰ per thousand employees). These included 1 slip-and-fall |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | |||
|---|---|---|---|---|---|
| Yes | No | Summary description | |||
| incident, 4 cases of machine clamping/cutting injuries, and 1 case of falling object injury. The total number of lost workdays was 109.5. Corresponding engineering controls and management measures have been implemented for all incidents, and traffic safety awareness campaigns targeting commuting accidents continue to be conducted. No fire incidents occurred at the Company in fiscal year 2025. 4. Subsidiaries have also obtained ISO 45001 certification: | |||||
| Subsidiary | Validity Period | ||||
| PYNMAX Technology Co., LTD | 2023.10.20~2026.10.20 | ||||
| Panjit Electronics (Wuxi) Co., Ltd. | 2024.08.01~2027.08.05 | ||||
| Panjit Semiconductor (Xuzhou) Co., Ltd. | 2024.09.06~2027.09.05 | ||||
| (IV) Has the Company established an effective career development and training plan for employees? | ✓ | The Company launched a key talent training program in 2022 to accelerate talent growth through the selection of key personnel, the establishment of learning platforms, the formulation of Individual Development Plans (IDPs), and the integration of annual performance evaluations. In the same year, the Company also adopted the Talent Training Quality System (TTQS) to continuously enhance training quality and the operational effectiveness of the talent development framework. In addition, each department | No difference |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| proposed annual training plans in accordance with the training procedures, addressing competency gaps and future development needs of both supervisors and employees through various training programs. The Company obtained the TTQS Corporate Edition Bronze Award certification in 2025. For details on the implementation of employee training and development plans, please refer to the Sustainability Report. | ||||
| (V) With respect to issues such as customer health and safety concerning products and services, customer privacy, marketing, and labeling, does the Company comply with relevant laws and regulations and international standards, and has it formulated related policies and complaint procedures to protect consumer or customer rights and interests? | ✓ | • Product safety | ||
| In order to maintain product safety, the Company has introduced the IECQ QC080000 hazardous substance management system and strictly followed RoHS, REACH, PPW, SONY SS00259 and other regulations, and regularly conducts PDCA reviews in accordance with the management procedures. There were no violations of health and safety regulations, product labeling regulations, customer complaints or voluntary agreements related to products and services in 2025. | ||||
| • Customer rights policy | ||||
| The Company is a component supplier whose primary sales customers are assembly and contract manufacturers, and it does not sell directly to end consumers. Nevertheless, to protect the rights and interests of its sales customers, the Company has established "Customer Service Operating Procedures" and "Customer Complaint Handling Operating Procedures" to enhance service quality, and continuously maintains customer relationships through customer satisfaction surveys, stakeholder questionnaires, | No difference |
74
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| unscheduled visits, responses to customer questionnaires, and audits. With regard to complaint channels, the Company has established contact windows on its official website for each of the Group's operating locations, distributors, and agents to handle issues related to customer rights and interests complaints, ensuring that customer complaints are processed fairly and in a timely manner. In addition, the Company has established "Stakeholder Feedback and Complaint Management Procedures" and set up a stakeholder feedback and complaint service window on the Company's website, to serve as a complaint channel for customers and other stakeholders when their rights and interests are infringed upon. | ||||
| (VI) Has the Company formulated a supplier management policy requiring suppliers to comply with relevant regulations on environmental protection, occupational safety and health, and labor and human rights, and what is the implementation status? | ✓ | 1. Supplier Management Policy | ||
| The Company has established "Supplier Evaluation, Guidance, and Development Operating Procedures," implementing tiered management of suppliers and extending corporate social responsibility requirements to the supply chain in order to strengthen overall sustainability management. | ||||
| 2. Supplier Selection and Evaluation Mechanism | ||||
| At the initial stage of new supplier evaluation, a supplier evaluation questionnaire is introduced as a tool for preliminary risk identification and capability assessment, systematically examining suppliers' capabilities and risks across dimensions including operations, technology, quality, processes, services, sustainable management, and | No difference |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| hazardous substance management. This serves as the basis for subsequent review, on-site audits, trial production onboarding, and cooperation decisions. | ||||
| At the same time, prior to and on a regular basis throughout the course of cooperation, the Company requires suppliers to comply with a hazardous substance-free management system and to sign a "Material Specification Commitment Letter," pledging that their products, raw materials, and processes comply with relevant regulations and customer requirements, and to provide RoHS testing requirement reports as stipulated, to ensure that supply chain products comply with regulatory and environmentally friendly principles. | ||||
| Through the above evaluation and management mechanisms, potential quality, process, regulatory, and operational risks can be identified at the early stages of cooperation, and suppliers' maturity and willingness to cooperate in the areas of ESG, sustainable management, and chemical substance management can be assessed. | ||||
| 3. Negative Environmental Impacts in the Supply Chain and Response Measures | ||||
| The Company follows RBA standards and relevant international regulations to establish supply chain management mechanisms, conducting systematic identification, assessment, and management of suppliers that may cause environmental and social impacts, and |
76
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| implementing corresponding risk control measures. In fiscal year 2025, the Company conducted audits of 67 suppliers, achieving a pass rate of 100%. | ||||
| Implementation in fiscal year 2025 is as follows: | ||||
| (1) Suppliers for which environmental impact assessments have been conducted | ||||
| In both new supplier selection and annual management of existing suppliers, direct material and key raw material suppliers are required to submit Conflict Minerals Reporting Templates (CMRT) and Extended Minerals Reporting Templates (EMRT), and to sign a "Conflict-Free Metals Declaration." In 2025, the signing of responsible minerals and corporate social responsibility documents was completed for 6 newly qualified direct material suppliers, including the "Conflict-Free Minerals Declaration" and "Supplier Corporate Social Responsibility Commitment Letter," and these suppliers were incorporated into the existing annual responsible minerals and ESG periodic survey mechanism. | ||||
| (2) Suppliers with significant actual or potential negative environmental impacts | ||||
| Based on comparisons against RBA standards and the Responsible Minerals Initiative (RMI) list of qualified smelters, no suppliers using minerals from conflict regions or with significant actual or |
77
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| potential negative environmental impacts were identified in fiscal year 2025. | ||||
| (3) Identified types of significant environmental impacts | ||||
| Key identified items include: | ||||
| • Use of metal raw materials from conflict regions or illegal mining areas | ||||
| • Upstream smelters not certified on the RMI qualified smelter list | ||||
| • Insufficient disclosure and traceability of upstream supply chain information, which may give rise to environmental and human rights risks | ||||
| (4) Proportion of suppliers that have agreed to improvement | ||||
| No suppliers requiring an improvement plan were identified in fiscal year 2025. All direct material suppliers are required to continuously comply with and cooperate with relevant management requirements. The proportion of suppliers assessed and agreeing to improvement is 100%. | ||||
| (5) Proportion of and reasons for terminated supplier relationships | ||||
| No terminations of supplier relationships due to significant negative environmental or responsible minerals impacts occurred in fiscal year 2025, representing a termination rate of 0%. Should any supplier fail to cooperate with relevant management or improvement requirements |
78
79
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons |
|---|---|---|
| Yes | No | Summary description |
| (6) Supply Chain Human Rights Management | ||
| The Company incorporates human rights risks into the supplier selection and evaluation process, and explicitly sets out human rights-related requirements in the "Corporate Social Responsibility Commitment Letter" to ensure that all business partners jointly adhere to the Company's human rights standards. When selecting new suppliers or initiating new business relationships, human rights risks are also taken into consideration to ensure that all aspects of business operations comply with human rights standards. | ||
| Panjit's supplier sustainability requirements are as follows: | ||
| Labour & Human Rights | Safety & Health | Environment |
| Freely Chosen Employment | Occupational Safety | Hazardous Substances |
| Child Labour Protection | Emergency Preparedness | Net Zero Planning |
| Working Hours | Occupational Injuries & Illnesses | Pollution Prevention & Resource Conservation |
| Wages & Benefits | Other Safety Issues | Wastewater Management |
| Humane | Solid Waste |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||||
| Treatment | Management | Disclosure | Assessments | |||||
| Discrimination & Harassment | Air Emissions Management | Conflict of Interest Avoidance | Improvement | |||||
| Freedom of Association | Conflict Minerals Survey | Training & Development | ||||||
| Record Retention | ||||||||
| (7) Supply Chain Risk Control Measures Through supplier evaluations, responsible minerals surveys, ESG risk assessments, and audit mechanisms, the Company continuously identifies and manages potential risks in the supply chain across environmental protection, occupational safety and health, and labor and human rights dimensions, to ensure that supply chain operations comply with relevant regulations and maintain operational stability and sustainability. | ||||||||
| 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 prepares its Sustainability Report in accordance with the internationally recognized GRI Standards reporting framework, and has obtained an AA1000 ASv3 Type 1 Moderate Assurance verification statement issued by independent third-party verification body SGS Taiwan Ltd. The Report has been filed within the prescribed deadline to the internet-based information reporting system designated by the Taiwan Stock Exchange and disclosed on the Company's official website. | No difference | |||||
| VI. If the Company has established its own sustainable development principles in accordance with the "Sustainable Development Best Practice |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| Principles for TWSE/TPEx Listed Companies", please describe the current practices and any deviations from the principles established: In March 2015, the Board of Directors approved the establishment of the "Corporate Social Responsibility Best-Practice Principles." On March 25, 2022, the Board of Directors approved amendments to the principles and renamed them the "Sustainable Development Best-Practice Principles." Subsequently, on November 7, 2025, the Board of Directors approved further amendments. The Company continuously reviews its implementation status against these Principles and makes improvements accordingly. No discrepancies have been identified to date. | ||||
| VII. Other important information that would contribute to an understanding of the implementation of sustainable development initiatives: (I) The Company is located in Gangshan District, Kaohsiung City. In fiscal year 2025, the following sustainable development actions were taken to support shared growth with the local community: 1. Donate NT$5,000 to each of the five elementary schools in Gangshan District, Kaohsiung City each month for nutritious lunch subsidies or improvement of teaching resources. 2. Guided by the philosophy of a "virtuous cycle," the Company donates NT$50,000 per quarter to the House of Little Angels of Kaohsiung City to help care for infants and young children who have lost their caregivers or whose families have encountered hardship, as well as other vulnerable groups. The Company aims to be the silent, steadfast support behind these children. In 2025, the Company launched its inaugural "Panjit's Love — Growing Together With You" event, making this support not merely material but a form of sustained long-term accompaniment. A total of 67 participants took part, contributing a combined total of 268 volunteer hours. 3. In collaboration with industry, government, and academia, and jointly planned by Company employee volunteers and instructors, the Company delivered rich and multifaceted food and agricultural education courses at Qianfeng Elementary School in Gangshan, Kaohsiung. In fiscal year 2025, a total of 14 person-visits and 224 volunteer hours were contributed. Through concrete social participation, the Company embodies the spirit of taking from the community and giving back to it, fulfilling its local social engagement responsibilities. 4. Hold and organize the "Love the Earth, I Plant a Tree 4.0" tree planting activity. Trees were planted in Kaohsiung Qieding Wetland Park. |
82
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | |||
|---|---|---|---|---|---|
| Yes | No | Summary description | |||
| This year, we will continue the cultivation of education and once again invited the local Chienfeng Elementary School in Gangshan to join the event. About 155 colleagues and stakeholders in total were invited to participate, reaching 2,804 hours of environmental volunteer hours, and planted more than 1,000 trees for ecological conservation. | |||||
| 5. Promote the "Monthly Healthy Vegetarian Day", where the Company entertained employees and promoted vegetarian meals to reduce meat consumption and related carbon emissions. Approximately 4,500 persons in total enjoyed their meals. | |||||
| 6. Promote the "Weekly Organic Vegetable Day" and use organic vegetables as dish every Friday, so that colleagues can eat healthily and safely. | |||||
| The Company's total expenditure on public welfare and community giving in fiscal year 2025 was NT$740,000. | |||||
| (II) Employee care: | |||||
| 1. The Company provides employees with diverse and accessible communication channels. In fiscal year 2025, a total of 5 employee suggestions and complaint cases were received. Each case was investigated and mediated by a designated person, and follow-up handling was reported at the Labor-Management and Corporate Social Responsibility Meeting. | |||||
| 2. In fiscal year 2025, the Company implemented the following initiatives to promote employee physical and mental wellbeing: | |||||
| Project Name | Project Content | Implementation Outcomes | |||
| Health promotion | An employee blood donation event is held every three months, and health information is posted on the bulletin board. | A total of 75 people participated in the blood donation event and 123 bags of blood were raised | |||
| Smoking cessation activities | Promote the awareness of the harm of smoking, and provide referral hotlines for smoking cessation or smoking cessation clinics | Tobacco hazard prevention and smoking cessation advocacy for all employees | |||
| Maternal | Maternal health protection is provided to employees who are | Implemented maternal health protection |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||
| Health Protection Plan | pregnant or one year after childbirth. The plan includes: work and individual hazard assessment, risk control of the protection plan, health guidance, adjustment or replacement of work content, adjustment of work hours, education and training, and health protection measures | program for 18 pregnant women | ||||
| Health risk assessment and management | 1. Health checkup data anomaly tracking and health education for new and existing employees | |||||
| 2. Graded management of statutory special health examinations | ||||||
| 3. Those with abnormal health examination data should be tracked and managed according to the doctor's advice. | Approximately 723 employees participated in the health risk assessment and management plan | |||||
| Biological hazard prevention and response | Annual influenza vaccination to avoid influenza clusters | The number of people who signed up for publicly funded vaccinations was not sufficient for the health station to provide on-site vaccination services. Influenza vaccination was promoted to all plant employees | ||||
| Weight management | Promote the concept of healthy weight loss, establish the correct attitude towards life and diet, and help employees to exercise self-health management | A weight loss program was conducted using awareness-based methods to convey correct weight management concepts. A total of 57 employees participated, with a combined weight loss of 109 kilograms achieved. | ||||
| Employee | Pre-employment physical examinations for new staff, regular health | Approximately 1,088 employees participated |
| Promoted Item | Implementation Status (Note 1) | Differences from the TWSE/TPEx Listed Companies Sustainability Development Best-Practice Principles and Reasons | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||
| health check | check-ups for incumbent employees, and special health examinations for employees engaged in special operations were provided. | in employee health checkups, of which 262 employees underwent special health checkups | ||||
| Resident doctor service | 1. Provide health consultation and conduct health education, tracking and health management for employees with abnormal health examination results | |||||
| 2. On-site visit plan: Identify and assess the work hazards of on-site units (e.g. prevention of human-factor hazards and avoidance of repetitive musculoskeletal injuries), and propose improvement plans and suggestions | 1. Approximately 236 employees received health consultation and health management services from the on-site physician. | |||||
| 2. The on-site physician conducted unscheduled on-site visits, with evaluation of visit findings and discussion of improvement plans carried out in the following month. A total of 6 production line station on-site visit plans were completed. |
Note 1: Where the implementation status is indicated as "Yes," the important policies, strategies, measures, and implementation details adopted shall be specifically described. Where the implementation status is indicated as "No," the differences and reasons shall be explained in the column "Differences from the TWSE/TPEx Listed Companies Sustainable Development Best-Practice Principles and Reasons," and the plans for adopting relevant policies, strategies, and measures in the future shall be described.
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.
Note 3: The Company's specific measures for the promotion of human rights are as follows:
| Item | Concrete measures |
|---|---|
| Prohibition of Forced Labor | The Company strictly abides by the laws and CSR requirements defined by the Company, and establishes the "Procedures for Prohibition of Forced and Compulsory Labor" to implement the relevant norms in the Procedures, and does not force or coerce anyone to engage in involuntary labor. |
| Prohibition of child labor | In accordance with the regulations of corporate social responsibility and related declarations of human rights, the "Procedures for the Prohibition of the Use of Child Labor" have been formulated to implement the relevant specifications of the Procedures. The Company strictly requires that only individuals aged 18 and above are eligible to apply and be hired. Upon hiring, newly employed personnel undergo dual identity verification to ensure compliance with relevant procedural regulations. |
| Prohibition of discrimination | In accordance with corporate social responsibility principles and legal requirements, the Company has established the "Procedures for Non-Discrimination and Harassment Management" and incorporated relevant standards into its operational practices. These procedures explicitly prohibit discrimination against any individual based on factors that may give rise to bias—such as race, political affiliation, zodiac sign, blood type, and others. Related work forms and procedures have been reviewed and improved to ensure the provision of a fair, inclusive, and non-discriminatory work process and environment. |
| Provide a safe working environment | With respect to the working environment of employees, both software and hardware systems are continuously improved, and relevant management procedures are regularly updated. The Company implements four major labor health protection programs, including maternity health protection, prevention of unlawful infringement during duty performance, management of abnormal workloads, and mitigation of ergonomic hazards. These efforts are made to safeguard all workers and provide a safer working environment. |
| Health/work/life balance for employees | Provide a variety of employee activities (such as: general manager's coffee break, plant-wide employee trip, regular annual plant-wide health check, regular occupational medical doctors stationed at the plant) to care for employees' health needs; also, set up an exclusive breast-feeding space and sign The Company offers pre-schools so that employees can work with peace of mind. The Company adds "Employees' exclusive happy birthday leave" and strives to create a work environment with work-life balance. |
| Corporate Social Responsibility Training - All New Hires and All Plants | For the orientation training of each new recruit, the communication and promotion include labor (for example: non-discrimination, prohibition of forced labor, etc.), occupational safety and health environment training, health promotion instructions, workplace anti-bullying, anti-sexual harassment and other related comprehensive training. Let all employees clearly understand the company's regulations when they enter the job; corporate social responsibility training is also conducted for department heads. Through diversified explanations, supervisors are able to better understand relevant regulations. Supervisors and colleagues work together to achieve a win-win situation for the company and employees. Part of corporate social responsibility. |
| Freedom of Association | The Company does not have any restrictions on employees' freedom of association and collective negotiation. The Company complies with the relevant RBA guidelines and has established "Management Procedures for Freedom of Association and Collective Bargaining" to respect and support all employees' independence, freedom of association, collective bargaining and participation in peacetime the right to assemble. Employees and any representatives may communicate and share their ideas with the management through labor-management meetings or other reasonable means of expressing opinions without fear of discrimination, threats and harassment. |
(5-1) Climate-related information of TWSE/TPEx-listed companies
- Climate-Related Information Implementation Status
| Item | Status of implementation |
|---|---|
| 1. Describe the monitoring and governance of climate-related risks and opportunities by the Board of Directors and the management. | The Board of Directors is the highest governance body for climate-related issues at the Company, with the Sustainability Committee serving as its functional committee, regularly reviewing the advancement strategies and action results related to climate-related issues. |
| To deepen climate governance, the Company's ESG Project Office coordinates and convenes relevant operating units to identify climate risks and opportunities. Based on the identified material climate issues, response and adaptation strategies are formulated to enhance the Company's ability to address the challenges posed by climate change and maintain operational resilience. The ESG Project Office reports annually to the Sustainability Committee and the Board of Directors on the governance status of climate-related issues. | |
| 2. Describe how the identified climate risks and opportunities affect the Company's business, strategy and finance (short-, medium-, and long-term). | For the identification of climate risks and opportunities, the short-term period is defined as 2026–2027, the medium-term period as 2028–2032, the long-term period as 2033–2050. |
| In fiscal year 2025, 3 risks and 2 opportunities were identified. For detailed descriptions, please refer to pages 90-94 of this Annual Report, "Climate-Related Risk and Opportunity Impacts and Response Measures." | |
| 3. Describe the financial impacts of extreme climate events and transformational actions. | As the low-carbon transition trend accelerates and climate-related regulations become increasingly stringent, the expected financial impacts of extreme climate events and transition actions on the Company are briefly summarized as follows. For detailed descriptions, please refer to pages 90-94 of this Annual Report, "Climate-Related Risk and Opportunity Impacts and Response Measures." With regard to revenue, failure to meet customers' low-carbon supply chain requirements may affect order acquisition and market share. However, the development of green energy-related products for electric vehicle, energy storage, and AI applications is expected to contribute to revenue growth momentum. |
| With regard to costs and expenditures, responding to energy regulations, low-carbon process requirements, and packaging reduction demands will increase capital expenditure, R&D expenses, and compliance costs in the short term, and may increase operating expenses due to green electricity procurement and related taxes. However, through process optimization, the adoption of renewable energy, and equipment automation, unit production costs and energy consumption expenditures are expected to decline, improving gross margin performance. | |
| In addition, by promoting resource recovery and recycling mechanisms, raw material and waste |
86
| Item | Status of implementation |
|---|---|
| disposal costs can be reduced, creating additional revenue sources. | |
| Overall, while the relevant transition actions will increase expenditures in the short term, they are expected to contribute to revenue growth, optimize the cost structure, and strengthen overall profitability in the medium to long term. | |
| 4. Describe how the climate risk identification, assessment and management process is integrated into the overall risk management system. | The Board of Directors is the highest responsible body for risk management at the Company. The functional committees under the Board assist in overseeing material risk matters in accordance with their respective core functions and provide recommendations on material risk issues. The Sustainability Committee focuses on material sustainability-related risks in the areas of environment (including climate change-related issues), social, and corporate governance that arise in the course of operations. |
| To address the risks and challenges arising from climate change issues, the ESG Project Office coordinates and convenes relevant operating units to evaluate and score various risk and opportunity items based on their respective business scopes. The assessment results are then consolidated and prioritized, followed by discussions on the identified risks and opportunities to formulate corresponding response measures and establish management mechanisms. Relevant updates are reported annually to the Sustainability Committee and the Board of Directors. | |
| 5. If scenario analysis is adopted to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and main financial impacts used should be explained. | Not applicable. |
| 6. If there is a transformation plan to manage climate-related risks, describe the content of the plan and the indicators and targets used to identify and manage physical and transformation risks. | Not applicable. |
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price shall be explained. | Not applicable. |
| Item | Status of implementation |
|---|---|
| 8. If climate-related targets are set, the activities covered, the scope of greenhouse gas emissions, the planning period, the annual progress achieved, and other information shall be explained; if carbon offsets or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of the carbon reduction credits or the number of renewable energy certificates (RECs) offset shall be explained. | Not applicable. |
| 9. Greenhouse gas inventory and assurance status, as well as reduction targets, strategies and concrete action plans (fill in 1-1 and 1-2 separately). | In accordance with the Sustainable Development Roadmap for TWSE/TPEx Listed Companies published by the Financial Supervisory Commission, as the Company's paid-in capital is below NT$5 billion, it is required to disclose individual company inventory data beginning in 2026, and consolidated parent-subsidiary inventory data beginning in 2027; individual company assurance is to be completed beginning in 2028, and consolidated parent-subsidiary assurance beginning in 2029. Please refer to Table 1-1 below for the Company's greenhouse gas inventory and assurance status. |
1-1. Greenhouse Gas Inventory and Assurance Status for the Two Most Recent Fiscal Years
| Scope | 2025 | 2024 | ||
|---|---|---|---|---|
| Emissions (tons CO2e) | Intensity | Emissions (tons CO2e) | Intensity | |
| Scope 1 | 462.8929 | 0.05 | 509.9962 | 0.06 |
| Scope 2 | 29,732.1940 | 3.09 | 23,849.1009 | 2.76 |
| Scope 3 | 44,620.7391 | 4.64 | 21,613.4529 | 2.50 |
| Total | 74,815.8260 | 7.78 | 45,972.5500 | 5.32 |
| Assurance status | Assurance scope: The Company | |||
| Verification body: SGS | ||||
| Verification standard: GHG Protocol | ||||
| Verification opinion: Verification has been completed; however, as of the publication date of the Annual Report, the assurance statement has not yet been obtained. | ||||
| Complete assurance information will be disclosed on the Market Observation Post System (MOPS) and included in the Annual Report for the following year. | Assurance scope: The Company | |||
| Verification body: AFNOR | ||||
| Verification criteria: ISO 14064-1: 2018 | ||||
| Verification opinion: Reasonable assurance for Scope 1 and Scope 2; limited assurance for Scope 3. |
(Note) Greenhouse gas emissions intensity: greenhouse gas emissions (tonnes) / revenue (NT$ millions). Fiscal year 2025 revenue: NT$9,623.09 million; fiscal year 2024 revenue: NT$8,654.54 million.
Note 1: Direct emissions (scope 1, i.e. directly from emission sources owned or controlled by the Company), indirect energy emissions (scope 2, i.e. indirect greenhouse gas emissions from imported electricity, heat or steam) and Other indirect emissions (scope 3: emissions generated from corporate activities that are not indirect emissions from energy sources but come from sources owned or controlled by other companies).
Note 2: The data coverage of direct emissions and indirect energy emissions shall be handled in accordance with the schedule prescribed in Article 10, Paragraph 2 herein. Other indirect emissions information may be disclosed voluntarily.
Note 3: Greenhouse gas inventory standard: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 issued by the International Organization for Standard-ization (ISO).
Note 4: The intensity of greenhouse gas emissions can be calculated per unit of product/service or turnover, but at least the data calculated in terms of turnover (NTD million) shall be stated.
1-2. Greenhouse Gas Reduction Targets, Strategies, and Specific Action Plans: As the Company's paid-in capital is below NT$5 billion, disclosure is required to be completed beginning in 2027.
【Climate-Related Risk and Opportunity Impacts and Response Measures】
| Category | Risk / Opportunity Topic | Expected Timeframe | Description of Potential Impact on Panjit Group | Response Strategy | Financial Impact |
|---|---|---|---|---|---|
| Market | Risk – Low-Carbon Transition Trend and Shifting Customer Demand | Medium-term | In response to growing global attention on climate change and the low-carbon transformation trend in supply chains, low-carbon technologies and energy-efficient products have shifted from being a competitive advantage to becoming a prerequisite for market entry. Failure to meet customer expectations and market transformation requirements may result in order losses and reduced market share, directly affecting company operations. | Enhance R&D and application of products for the green energy market | |
| 1. Continue investing in and strategically expanding the power semiconductor segment, offering more comprehensive Power Solutions through a diversified product line. | |||||
| 2. Deepen presence in the automotive market, providing solutions for electric vehicle-related applications, building close ties with end customers, ensuring stable supply, and growing together. | |||||
| 3. In response to green energy applications arising from climate change, expand product coverage in charging piles, energy storage systems, and power management. | |||||
| 4. In the short term, leverage existing product lines to increase the revenue share from the green energy supply chain (energy storage systems / electric vehicles). | |||||
| 5. In the medium to long term, develop next-generation power discrete products through proprietary next-generation technologies to deliver more efficient products for the green energy industry and achieve energy-saving effects. | • Failure to timely comply with customers' low-carbon supply chain requirements may result in the risk of order losses, impacting the company's operating revenue. | ||||
| • Continued R&D of high-value-added products aligned with new energy trends will provide a competitive advantage in expanding the green energy market. Although R&D costs will increase in the near term, this is expected to drive revenue growth momentum and | |||||
| Opportunity - Enter a new market | Short-term | The Panjit Group has been actively developing green energy supply chain products in recent years. By expanding green R&D investment and introducing automated energy management systems, the Group can not only effectively reduce per-unit production |
90
| Category | Risk / Opportunity Topic | Expected Timeframe | Description of Potential Impact on Panjit Group | Response Strategy | Financial Impact |
|---|---|---|---|---|---|
| energy consumption amid energy price fluctuations — converting this into a long-term cost competitive advantage — but has also developed high-performance Fast Recovery Diodes (FRDs) for applications in solar energy, wind power, and EV fast-charging stations. This transforms transition pressures into opportunities to enter the high-growth green energy market, fulfilling the Group's energy-saving commitment to end consumers and reinforcing its corporate sustainability value. | 6. Develop high-performance IC products to meet the demands of new energy applications (such as electric vehicles and energy storage equipment). | ||||
| 7. Provide customers with complete IC solutions to improve market penetration. | |||||
| 8. Develop products for AI-related applications, while actively expanding into AI server power supplies, high-efficiency thermal management, and industrial robot drive solutions to address the energy consumption and thermal challenges of high-performance computing. | |||||
| 9. Develop ultra-thin, small-form-factor packaging technologies to enhance product performance and versatility. | |||||
| 10. Increase capacity utilization, reduce per-unit production costs, and improve market competitiveness. | |||||
| 11. Optimize manufacturing processes and introduce low-carbon production technologies (such as improving wafer utilization rates and adopting renewable energy). | enhance long-term profitability. | ||||
| • Through capital expenditures in equipment automation, green energy technologies, and low-carbon manufacturing processes, unit production costs and energy-related operating expenses are expected to be effectively reduced, while overall profitability is expected to improve through product mix transformation. | |||||
| Policy / Regulatory | Risk – Energy regulation requirements | Medium-term | Although none of the Panjit Group's plant sites currently meet the threshold for large users under the Renewable Energy Development Act (contracted capacity of 5,000 | Response Strategy: Strengthen renewable energy utilization and advance sustainable energy transition. | |
| 1. On-site solar self-generation and self-consumption installation | |||||
| 2. Evaluation of green electricity procurement | • In response to tightening energy regulations, capital expenditures for renewable energy facility installation are |
| Category | Risk / Opportunity Topic | Expected Timeframe | Description of Potential Impact on Panjit Group | Response Strategy | Financial Impact |
|---|---|---|---|---|---|
| kW or above), local government regulations are under consideration to lower the qualifying threshold. As regulations become increasingly stringent, Panjit may be required in the future to install renewable energy facilities or purchase green electricity in order to comply with regulatory requirements. | expected to increase in the future, or recurring operating costs arising from the purchase of renewable energy certificates may be incurred. | ||||
| Policy/ Regulatory | Risk – Packaging Reduction and Recycled Content Regulations | Medium-term | In response to regulatory trends across various countries regarding packaging reduction and recycled content requirements — such as the EU's Packaging and Packaging Waste Regulation — failure to comply with the relevant requirements may result in penalties or even loss of market access. The Panjit Group will continue to monitor regulatory requirements and establish internal mechanisms to align with future international trends. | Material substitution and process improvement | |
| 1. Evaluation of alternatives to single-use plastic materials | |||||
| 2. Process design improvements to reduce excessive packaging | |||||
| 3. Increased use of packaging materials with circular and recyclable properties | • Exporting to countries that levy plastic taxes may give rise to additional tax costs, leading to increased operating expenses. | ||||
| • Through the gradual implementation of corresponding strategies, R&D and material testing costs are expected to increase in the short term; however, in the long term, there is an opportunity to |
92
| Category | Risk / Opportunity Topic | Expected Timeframe | Description of Potential Impact on Panjit Group | Response Strategy | Financial Impact |
|---|---|---|---|---|---|
| effectively reduce operating expenses by streamlining packaging consumption and avoiding compliance costs (such as plastic taxes), thereby improving gross margin performance. | |||||
| Resource efficiency | Opportunity - Increasing Recycling and Reuse Rate | Short-term | All plant sites are committed to improving recycling and reuse rates, and continuously carry out recycling and reuse of electronic waste (waste rubber, metal scrap, end-of-life products) and waste liquids generated on-site. In addition to reducing the environmental impact of virgin resource extraction, this also lowers waste disposal costs, generates additional revenue for the Group, and enhances corporate image and customer preference. | Improve resource circularity and recycling reuse rates | |
| 1. By establishing recovery mechanisms to continuously increase the recycling and reuse rates of electronic waste (metal scrap, end-of-life products), waste rubber, and waste liquids. | |||||
| • Electronic waste (metal scrap, end-of-life products) | |||||
| • Chip scrap can be processed and refined to extract high-purity precious metals, gold and silver. | |||||
| • Waste rubber reuse: In collaboration with qualified external vendors, waste rubber is made into hollow bricks, enabling circular reuse of waste and reducing environmental impact. | |||||
| • Waste liquid recovery: Waste acid containing heavy metals generated from manufacturing processes can be reprocessed into the industrial raw material nickel sulfate, which can then be recycled and reused. | • By establishing resource circularity and recycling mechanisms, procurement costs for raw materials and waste disposal costs are expected to be reduced. Additionally, the reprocessing of recovered precious metals and waste liquids is expected to generate additional financial returns (increased non-operating income), |
93
| Category | Risk / Opportunity Topic | Expected Timeframe | Description of Potential Impact on Panjit Group | Response Strategy | Financial Impact |
|---|---|---|---|---|---|
| 2. The Group continues to evaluate the feasibility and applicability of recycling, reuse, and reclamation in collaboration with downstream recycling vendors. | balancing both environmental protection and economic benefits. |
94
(VI) Status of ethical corporate management and deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the reasons therefor
| Assessment Items | Operation status (Note 1) | 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 an integrity management policy approved by the Board of Directors, and explicitly stated the integrity management policy, practices, and the commitment of the Board of Directors and senior management to actively implement the management policy in its regulations and external documents? | ||||
| (II) Whether the Company has established an assessment mechanism for the risk of unethical conducts, regularly analyzes and assesses the business activities with higher risks of unethical conducts within the business scope, and formulates prevention programs accordingly, "Ethical Corporate Management Best Practice Principles", Paragraph 2, Article 7 | ✓ | (I) The Company has established the "Ethical Corporate Management Best Practice Principles" and it has been approved by the Board of Directors. The above procedures are disclosed on the Company's website and the Market Observation Post System to clearly state the policy and practice of ethical management. The Company has also established the "Sustainable Development Policy (Guidelines)" (Policy) expressing the Company's belief in integrity and fair trade. | ||
| (II) To prevent unethical conduct, the Company has established relevant preventive measures, including: formulating "Integrity Management Operating Procedures and Conduct Guidelines" for employees to follow; designing effective accounting systems and internal control systems to prevent behaviors with a higher risk of unethical conduct; and establishing a reporting mechanism to detect unethical conduct. The scope of these measures covers the preventive measures for the conduct | No difference |
| Assessment Items | Operation status (Note 1) | 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 clearly defined operating procedures, conduct guidelines, disciplinary and complaint systems for violations within its plan to prevent unethical conduct, and does it implement these effectively and regularly review and revise the aforementioned plan? | ☑ | specified in each subparagraph of Paragraph 2 of Article 7 of the "Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies." |
(III) To proactively prevent unethical conduct, the Company has established regulations including "Integrity Management Operating Procedures and Conduct Guidelines" and "Stakeholder Feedback and Complaint Management Procedures," specifically governing matters that Company personnel should observe when performing their duties, as well as disciplinary and complaint systems for violations. A dedicated unit is responsible for the revision, implementation, interpretation, consultation services, and filing of reported matters, as well as oversight of implementation of the aforementioned regulations. | No difference |
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 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 report 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 the implementation? | ☑ | | (I) In addition to evaluating the integrity records of our suppliers, the Company also requires them to sign the “Supplier Integrity and Anti-Bribery Commitment.” The contracts signed with suppliers also include integrity and ethical conduct clauses, which clearly specify the liabilities for any breach of such terms.
(II) The Company has designated the President's Office to coordinate relevant units in organizing an "Integrity Management Promotion Task Force," responsible for reporting on the integrity management policy and the plan to prevent unethical conduct, and for monitoring implementation. Reports are made to the Board of Directors at least once a year.
The Company's integrity management promotion activities for fiscal year 2025 are as follows:
1. Continued promotion and oversight of the signing of anti-bribery commitment letters, with 738 signatories, achieving a completion rate of 100%.
(Note) In consideration of the nature of their roles, the anti-bribery commitment letter is primarily directed at indirect employees as the main | No difference
No difference |
97
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| signatories. | ||||
| 2. Implement the management, maintenance and handling of grievances through the e-mail boxes dedicated to grievances. The dedicated mailboxes for opinions and grievances were set up by the Company, and no grievances regarding the acceptance or offering of bribes were received during the year. | ||||
| 3. Online education and training on "Prohibition of Insider Trading" was conducted for all directors and managerial officers at the manager level and above. Course content covered topics including "Elements of Insider Trading," "Penalties for Violations of Insider Trading Regulations," and "How to Avoid Inadvertent Insider Trading Violations." The requirement under Article 9-2 of the Company's "Management Operating Procedures for the Prevention of Insider Trading," prohibiting directors from trading Company shares during financial report blackout periods, was also incorporated into the awareness content. A total of 80 person-sessions participated in the training this year. | ||||
| 4. All directors completed the signing of the |
98
| Assessment Items | Operation status (Note 1) | 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 conflicts of interest, provided appropriate channels of expression, and substantiated the policies? | ☑ | "Statement of Ethical Corporate Management" on the day of re-election (June 14, 2023). | ||
| 5. On November 9, 2023, the board of directors approved the addition of a provision to the 'Insider Trading Prevention Management Procedures' stating that directors shall not trade the company's stock during the closed periods, which are defined as 30 days prior to the announcement of the annual financial report and fifteen days prior to the announcement of each quarterly financial report. At the end of the year, the discussion unit also informs the directors of the meeting date of the Board of Directors of the following year by E-mail, and lists the closed periods before the announcement of the quarterly financial statements to prevent the directors from accidentally following this rule. | ||||
| The above promotion activities were reported at the Board of Directors meeting on March 10, 2026. | ||||
| (III) The Company has established a dedicated complaint email address as a reporting channel, managed by the head of the Administrative Management Unit for case filing and handling, with the Internal Audit Office and Legal Affairs Office jointly tracking | No difference |
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (IV) Whether the Company has established an effective accounting system and internal control system to implement ethical management, and has the internal audit unit formulate relevant audit plans based on the assessment results of the risk of unethical conduct, and audit the prevention programs against unethical conduct accordingly. compliance, or appoint a CPA to perform the audit? | ☑ | progress to ensure that complaints are handled fairly and in a timely manner. | ||
| (IV) The Company has established an effective accounting system and internal control system to prevent behaviors with potentially higher risk of dishonesty. The internal audit unit also prepares an annual audit plan based on the risk assessment results to carry out audit work, and regularly reports the audit results to the Audit Committee and the Board of Directors. | ||||
| (V) In addition to regular education and training on corporate social responsibility and ethical management to new recruits upon arrival, the Company organizes ethical management promotion seminars from time to time to demonstrate the Company's determination to operate with ethical management. | No difference | |||
| (V) Does the Company organize internal and external training on ethical corporate management on a regular basis? | ☑ | No difference | ||
| III. The operation of the Company's whistle-blowing system | ||||
| (I) Does the Company establish a specific whistle-blowing and reward system, establish a convenient channel for reporting, and assign appropriate dedicated personnel to handle the reported subjects? | ☑ | (I) The Company's "Integrity Management Operating Procedures and Conduct Guidelines" explicitly set out the whistleblowing and reward system, reporting channels, and the designated responsible unit for receiving reports. All whistleblowing reports of unethical or improper conduct are handled in | No difference |
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (II) Does the Company establish standard operating procedures for the investigation of whistle-blowing matters, the follow-up measures to be taken after the investigation is completed, and the related confidentiality mechanism? | ☑ | accordance with these provisions. | ||
| (II) The Company's "Integrity Management Operating Procedures and Conduct Guidelines" explicitly set out the standard operating procedures for investigating reported matters, the follow-up measures to be taken upon completion of investigations, and the relevant confidentiality mechanisms. All whistleblowing reports of unethical or improper conduct are handled in accordance with these provisions. | ||||
| (III) The Company's "Integrity Management Operating Procedures and Conduct Guidelines" explicitly set out measures to protect whistleblowers from improper treatment as a result of their reports. All whistleblowing reports of unethical or improper conduct are handled in accordance with these provisions. | No difference | |||
| (III) Has the Company taken measures to protect the whistleblower from improper treatment due to their whistleblowing? | ☑ | No difference | ||
| IV. Strengthening of information disclosure | ||||
| (I) Does the company disclose the content of the ethical corporate management principles established by the Company on its website and Market Observation Post System, and the progress of its implementation? | ☑ | The Company has disclosed the content of the Ethical Corporate Management Best Practice Principles on the Company's website and MOPS, and disclosed the Company's implementation of ethical corporate management and measures taken in the Annual Report of the Shareholders' Meeting and the Company's website. | No difference | |
| V. If the Company has established its own ethical corporate management best-practice principles in accordance with the "Ethical Corporate Management Best-Practice |
| Assessment Items | Operation status (Note 1) | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| Principles for TWSE/GTSM Listed Companies," please describe the current practices and any deviations from the Best-Practice Principles: The Company has established "Ethical Corporate Management Best-Practice Principles" in accordance with the "Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies." All operational activities are conducted in compliance with these Principles, with no discrepancies. | ||||
| VI. Other important information that would contribute to an understanding of the Company's integrity management practices: (such as the Company's review and revision of its established Ethical Corporate Management Best-Practice Principles) 1. The Company's Board of Directors passed the amendments to the "Ethical Corporate Management Best Practice Principles" and the "Ethical Corporate Management Best Practice Principles and Guidelines for Conduct" on August 8, 2019 and January 17, 2020, respectively, and reported the amendments in the 2020 annual general meeting. 2. The Company's Board of Directors approved the amendments to the "Code of Ethical Conduct" on August 12, 2020, and it was reported at the 2021 general meeting. |
Note 1: No matter whether "Yes" or "No" is selected for the operation status, it shall be explained in the summary description column.
(VII) Other important information that is sufficient to enhance the understanding of the Company's corporate governance may be disclosed together: Please refer to pages 41-43 of this Annual Report.
(VIII) The following shall be disclosed regarding the implementation of the internal control system:
- Declaration of internal control: It has been announced and declared on the information reporting website designated by the FSC.
Query path: Market Observation Post System > Single Company > Corporate Governance > Company Regulations / Internal Controls > Internal Control Statement Announcements
Website: https://mops.twse.com.tw/mops/#/web/t06sg20
| PANJIT INTERNATIONAL INC.
Statement of Internal Control System |
| --- |
| Date: March 10, 2026 |
| The Statement of Internal Control System is issued based on the Company’s 2025 self-assessment: |
| I. The Company acknowledges that the establishment, implementation, and maintenance of the internal control system are the responsibilities of the Company’s Board of Directors and managerial officers, and have established such a system. The objectives of this system are to meet various goals including achieving operational benefits and efficiency (including profitability, performance, as well as asset and security protection), and ensuring the reliability, timeliness, transparency of reporting and legal and regulation compliance, thereby providing reasonable assurance. |
| II. An internal control system has inherent constraints, no matter how comprehensive its design may be. As such, effective internal control systems may only reasonably ensure the achievement of the aforementioned goals. In addition, the effectiveness of an internal control system may change with the environment and under different situations. However, the Company's internal control system is setup with self-monitoring mechanisms, thereby allowing the Company to take immediate remedial actions in response to any identified deficiency. |
| III. The Company judges the effectiveness of the internal control systems in design and enforcement according to the “Criteria for the Establishment of Internal Control Systems of Public Offering Companies” (hereinafter referred to as “the Criteria”). The Criteria is instituted for judging the effectiveness of the design and enforcement of internal control systems. There are five components for effective internal control as specified by the Criteria of which the procedures for effective internal controls are composed: (1) Control environment (2) Risk evaluation (3) Control operation (4) Information and communication (5) Monitoring. Each of the elements in turn contains several items, and the Criteria shall be referred to for details. |
| IV. The Company has adopted the aforementioned internal control systems for an internal assessment of the effectiveness of internal control design and enforcement. |
| V. Based on the findings of such evaluation, the Company believes that, on December 31, 2025, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, |
reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws, and regulations.
VI. This statement of declaration shall form an integral part of the annual report and prospectus of the Company and shall be made public. If there is any fraud, concealment, or unlawful practices discovered in the content of the aforementioned information, the Company shall be liable for legal consequences under Articles 20, 32, 171, and 174 of the Securities and Exchanges Act.
VII. This statement was approved by the Board of Directors on March 10, 2026, with the ten directors present.
PANJIT INTERNATIONAL INC.
Chairman: Fang, Ming-Ching
President: Fang, Ming-Ching
- If the internal control system is audited by external auditors, the audit report shall be disclosed:
No such situation.
(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:
- Important resolutions of the shareholders' meeting
| Meeting date | Important resolution | Status of implementation |
|---|---|---|
| 2025.06.20 | 1. Approval of the Business Report and Financial Statements for fiscal year 2024. | |
| 2. Approval of the earnings distribution proposal for fiscal year 2024. | 1. Completed. | |
| 2. Cash dividends of NT$1.4 per share were distributed; pursuant to Board authorization, the Chairman set July 16, 2025 as the ex-dividend record date, and cash dividends were fully distributed on August 8, 2025. | ||
| 3. Amendments to the "Shareholders' Meeting Procedure Rules." | 3. Completed. | |
| 4. Amendment to the Company's Articles of Incorporation. | 4. Approval of change of registration was granted by the Ministry of Economic Affairs on August 19, 2025. |
- Important resolutions of the board of directors
| Meeting date | Important resolution matters |
|---|---|
| 2025.01.16 | 1. Approval of the Company's 2025 business plan. |
| 2. Revocation of the unused comprehensive credit line, comprehensive foreign exchange line, and financial product transaction limit for 2024, as approved by the Board of |
| Meeting date | Important resolution matters |
|---|---|
| Directors. | |
| 3. Passed amendments to the "Procedures for Performance Evaluation of the Board of Directors and Functional Committees." | |
| 4. Approval of the Company's year-end bonus for managerial officers in 2024. | |
| 5. Approved the 2024 annual managerial officer remuneration and performance evaluation. | |
| 6. Approved the 2024 director remuneration and performance evaluation of the Company. | |
| 2025.02.07 | 1. Approved the signing of a memorandum of cooperation (MOU) with TOREX SEMICONDUCTOR LTD. |
| 2025.03.07 | 1. Approved the allocation of directors' compensation for fiscal year 2024. |
| 2. Approved the allocation of employees' compensation for fiscal year 2024. | |
| 3. Approved the Business Report and Financial Statements for fiscal year 2024. | |
| 4. Approved the earnings distribution proposal for fiscal year 2024. | |
| 5. Approved the evaluation of the independence of the Company's CPAs and the appointment and remuneration. | |
| 6. Approved the motion for Ernst & Young Global Limited and its affiliates to provide non-assurance services. | |
| 7. Approved the assessment of the effectiveness of the internal control system for fiscal year 2024 and the "Statement of Internal Control." | |
| 8. Amendments to the "Operational Procedures for External Investments" were approved. | |
| 9. Approved the motion to apply for loan of funds from the subsidiaries of the Company. | |
| 10. Approved the application for new or increased comprehensive credit line, comprehensive foreign exchange line limit, and financial product transaction limit. | |
| 11. Approved the syndication loan of the Company. | |
| 12. Approved the amendments to the "Rules of Procedure for Shareholders' Meetings." | |
| 13. Approved the amendments to the Company's Articles of Incorporation. | |
| 14. Approved the arrangements for the 2025 Annual General Shareholders' Meeting. | |
| 2025.05.09 | 1. Approved the financial statements for Q1 2025. |
| 2. Approved the Sustainability Report for fiscal year 2024. | |
| 3. Approved the distribution of directors' compensation for fiscal year 2024. | |
| 4. Approved the employees' compensation for managers for fiscal year 2024. | |
| 5. Approved the performance bonus for managers for Q1 2025. | |
| 2025.08.08 | 1. Approved the financial statements for Q2 2025. |
| 2. Approved fund lending from the Company to its subsidiaries. | |
| 3. Approved the capital increase in PAN-JIT ASIA INTERNATIONAL INC. | |
| 4. Approved the application for new or increased comprehensive credit line, comprehensive foreign exchange line, and financial product transaction limit. | |
| 5. Approved the adjustment to the salaries of the Company's managers. | |
| 6. Approved the performance bonus for managers for Q2 2025. | |
| 2025.11.07 | 1. Approved the financial statements for Q3 2025. |
| 2. Approved fund lending from the Company to its subsidiaries. | |
| 3. Approved endorsement and guarantee by the Company for its subsidiaries. |
| Meeting date | Important resolution matters |
|---|---|
| 4. Approved ratification of the application for credit facilities from financial institutions. | |
| 5. Approved the Company's internal audit plan for 2026. | |
| 6. Approved the proposal for the revision of the Company's internal control system and internal audit implementation rules. | |
| 7. Approved amendments to the "Regulations Governing Financial and Business Matters Between Related Parties." | |
| 8. Approved amendments to the "Management Procedures for Transactions with Specific Companies, Corporate Groups, and Related Parties." | |
| 9. Approved amendments to the "Sustainable Development Best-Practice Principles." | |
| 10. Approved the performance bonus for managers for Q3 2025. | |
| 2025.11.17 | 1. Approved the acquisition of equity in TOREX VIETNAM SEMICONDUCTOR CO., LTD. |
| 2026.01.23 | 1. Approved the Company's 2026 operational plan. |
| 2. Approved the cancellation of previously Board-approved but unused comprehensive credit facilities, foreign exchange comprehensive facilities, and financial product transaction facilities. | |
| 3. Approved the motion to apply for loan of funds from the subsidiaries of the Company. | |
| 4. Approved the material topics for the Sustainability Report. | |
| 5. Approved the establishment of the "Policy Linking Senior Management Remuneration to Sustainability Performance." | |
| 6. Approved the performance bonus for managers for Q4 2025. | |
| 7. Approved the year-end bonus for managers for fiscal year 2025. | |
| 8. Approved the managers' remuneration and performance evaluation for fiscal year 2025. | |
| 9. Approved the directors' remuneration and performance evaluation for fiscal year 2025. | |
| 2026.03.10 | 1. Approved the allocation of directors' compensation for fiscal year 2025. |
| 2. Approved the allocation of employees' compensation for fiscal year 2025. | |
| 3. Approved the scope of entry-level employees for fiscal year 2025. | |
| 4. Approved the Business Report and Financial Statements for fiscal year 2025. | |
| 5. Approved the earnings distribution proposal for fiscal year 2025. | |
| 6. Approved the CPA independence assessment and appointment and remuneration proposal. | |
| 7. Approved the provision of non-assurance services by Ernst & Young and its affiliated entities. | |
| 8. Approved the assessment of the effectiveness of the internal control system for fiscal year 2025 and the "Statement of Internal Control." | |
| 9. Approved amendments to the "Procedures for Acquisition or Disposal of Assets." | |
| 10. Approved the private placement of common shares through cash capital increase. | |
| 11. Approved endorsement and guarantee by the Company for its subsidiaries. | |
| 12. Approved the cancellation of previously approved but unused endorsement and guarantee for subsidiaries. | |
| 13. Approved mutual endorsement and guarantee among the Company's subsidiaries. | |
| 14. Approved the application for new or increased comprehensive credit facilities, foreign |
106
107
| Meeting date | Important resolution matters |
|---|---|
| exchange comprehensive facilities, and financial product transaction facilities. | |
| 15. Approved the application for credit facilities from financial institutions. | |
| 16. Approved the full re-election of directors. | |
| 17. Approved the nomination and review of the list of director (including independent director) candidates. | |
| 18. Approved the waiver of non-compete restrictions for newly elected directors. | |
| 19. Approved the arrangements for the 2026 Annual General Shareholders' Meeting. | |
| 20. Approved the procedures for accepting nominations of director (including independent director) candidates by shareholders holding 1% or more of shares at the Annual General Shareholders' Meeting. |
(X) In the most recent year and up to the date of publication of the annual report, if 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 statement, the main content thereof: None.
IV. CPA Fee Information
Units: NTD thousands
| Name of CPA Firm | Name of CPA | Audit period | Audit public expenditure | Non-audit fees | Total | Remarks |
|---|---|---|---|---|---|---|
| Ernst & Young Global Limited | Fang-Wen Li | 2025.01.01~2025.12.31 | 5,690 | 330 | 6,020 | 1. Tax certification fee of NT$270 thousand |
| 2. Service fee of NT$50 thousand for salary information inspection of non-managerial employees | ||||||
| 3. Industrial and commercial registration service fee of NT$10 thousand | ||||||
| Wen-Fang Fu |
Note: If the Company has replaced CPA or CPA firm this year, please list the audit period separately, and explain the reason for the replacement in the remark column, and disclose the audit and non-audit public fees paid in order. Non-audit fees and the content of services should be explained in notes
(I) If the accounting firm is replaced and the audit fee paid in the year of replacement is less than the audit fee of the previous year, the amount of audit fee before and after the replacement and the reason shall be disclosed: None.
(II) Where audit public expenditure has decreased by 10% or more from the previous year, the amount, percentage, and reason for the reduction shall be disclosed: None.
V. Change of CPA Information
(I) Regarding the Predecessor CPA
| Date of Change | March 7, 2025 | |||
|---|---|---|---|---|
| Reason for and description of change | In conjunction with internal work adjustments at the accounting firm, Fang-Wen Li CPA and Wen-Fang Fu CPA were appointed beginning Q1 2025. | |||
| Description of whether the engagement was terminated by the client or the CPA declined to continue the engagement | Circuit Circumstances | CPA | Client | |
| Proactively terminated the engagement | Not applicable | Not applicable | ||
| Declined to accept (continue) the engagement | Not applicable | Not applicable | ||
| Audit opinions other than unqualified opinions issued within the most recent two years and the reasons therefor | None | |||
| Whether there were any disagreements with the issuer | Yes | Accounting principles or practices | ||
| Disclosure in financial reports | ||||
| Audit scope or procedures | ||||
| Other | ||||
| None | ✓ | |||
| Description | ||||
| Other disclosure matters (Items required to be disclosed under Subparagraph 6, Item 1, Sub-items 4 through 7 of Article 10 of these Standards) | None |
(II) Regarding the Successor CPA
| Name of Firm | Ernst & Young Global Limited |
|---|---|
| Name of CPA | Fang-Wen Li, Wen-Fang Fu CPAs |
| Date of Appointment | March 7, 2025 |
| Consultations prior to appointment regarding accounting treatment methods or accounting principles for specific transactions and potential opinions on financial reports, and the results thereof | None |
| Successor CPA's written opinion on matters on which the predecessor CPA expressed a differing opinion | None |
(III) Predecessor CPA's reply regarding the matters specified in Subparagraph 6, Item 1 and Item 2(3) of Article 10 of these Standards: Not applicable.
VI. Disclosure of names, titles, and periods of employment at the certifying CPA's firm or its affiliated enterprises for the Company's Chairman, President, or managers responsible for financial or accounting affairs who have been employed at the certifying CPA's firm or its affiliated enterprises within the most recent year.
No such situation.
109
VII. Changes in equity transfers and equity pledges of directors, supervisors, managers, and shareholders holding more than $10\%$ of shares in the most recent year and up to the date of publication of this Annual Report
(I) Changes in equity holdings of directors, supervisors, managers, and major shareholdersUnit: Shares
| Job title (Note 1) | Name | 2025 | As of April 20 of the current year | ||
|---|---|---|---|---|---|
| Change in Shareholding | Change in Pledged Shares | Change in Shareholding | Change in Pledged Shares | ||
| Chairman and President | Ming-Ching Fang | 0 | 0 | 0 | 0 |
| Director | Ming-Tsung Fang | 0 | 0 | 0 | 0 |
| Director | Yun-Hui Zhong | 0 | 0 | 0 | 0 |
| Institutional director | KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | 3,743,000 | (500,000) | 826,000 | 0 |
| Representative of institutional director | Hung-Kang Lin | 0 | 0 | 0 | 0 |
| Representative of institutional director | Chun-Hsiang Lin | 0 | 0 | 0 | 0 |
| Representative of Institutional Director and Vice President (Chief Operation Officer) | Tso-Ming Chen | 0 | 0 | 0 | 0 |
| Independent Director | Yi-Chen Chen | 0 | 0 | 0 | 0 |
| Independent Director | Liang-Fu Fan | 0 | 0 | 0 | 0 |
| Independent Director | Chun-Hsiung Chu | 0 | 0 | 0 | 0 |
| Independent Director | Yi-Chi Tai | 0 | 0 | 0 | 0 |
| Vice President | KOENIG ROLAND HERBERT | 0 | 0 | 0 | 0 |
| Vice President | Chao-Chuan Yang | 0 | 0 | 0 | 0 |
| Vice President | Teo Ann Chiew | 0 | 0 | 0 | 0 |
| Vice President | Woon -Young Yeo | 0 | 0 | 0 | 0 |
| Chief Financial Officer (Financial Supervisor) | Ying-Hsiu Shen | 0 | 0 | 0 | 0 |
| Chief Accounting Officer (Accounting Officer, Corporate Governance Officer) | Pai-Cheng Hsieh | 0 | 0 | 0 | 0 |
| Major shareholder | KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | 3,743,000 | (500,000) | 826,000 | 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 directors and managers who assumed or were relieved of their positions during fiscal years 2025 and 2026, the increase (decrease) in shares held or shares pledged is calculated based on the number of shares held on the date of assumption or relief of position.
(II) The counterparty of equity transfer is a related party: None
(III) The counterparty of equity pledge is a related party: None
VIII. Information on the top ten shareholders by shareholding percentage who are related parties, or spouses or relatives within the second degree of kinship of one another
As of April 20, 2026; Unit: Shares
| Name (Note 1) | Shares held by the owner | Shares held by spouse and underage children | Total Shares Held in the Name of Others | Names of top ten shareholders who are related parties, or spouses or relatives within the second degree of kinship of one another, and their relationships. (Note 3) | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Name | Relationship | ||
| KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) Representative: Ming-Tsung Fang | 59,549,710 | 15.58% | 0 | 0.00% | 0 | 0.00% | Ming-Tsung Fang Ming-Ching Fang Chun-Min Chen | Note 4 Note 4 Note 5 | |
| 2,554,629 | 0.67% | 9,393,480 | 2.46% | 0 | 0.00% | KING MAO INVESTMENT CO., LTD.(Note) Ming-Ching Fang Chun-Ming Chen | Note 4 Younger brother Wife | ||
| Investment Account of Morgan Stanley International Limited, held in custody by HSBC Bank (Taiwan) Limited | 15,478,198 | 4.05% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Investment Account of Barclays Capital Securities Limited, held in custody by Citibank (Taiwan) Limited | 9,752,000 | 2.55% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Chun-Ming Chen | 9,393,480 | 2.46% | 2,554,629 | 0.67% | 0 | 0.00% | KING MAO INVESTMENT CO., LTD.(Note) Min-Tsung Fang Ming-Ching Fang | Note 5 Husband Brother-in-law | |
| Ming-Ching Fang | 8,522,888 | 2.23% | 3,903,560 | 1.02% | 0 | 0.00% | KING MAO INVESTMENT CO., LTD.(Note) Ming-Tsung Fang Chun-Ming Chen | Note 4 Brother Sister-in-law | |
| Labor Pension Fund (New Scheme) – Second Discretionary Investment Mandate in 2012 | 8,205,118 | 2.15% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Investment Account of UBS Europe SE, held in custody by Citibank (Taiwan) Limited | 7,462,345 | 1.95% | 0 | 0.00% | 0 | 0.00% | None | None |
| Name (Note 1) | Shares held by the owner | Shares held by spouse and underage children | Total Shares Held in the Name of Others | Names of top ten shareholders who are related parties, or spouses or relatives within the second degree of kinship of one another, and their relationships. (Note 3) | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Name | Relationship | ||
| Investment Account of Goldman Sachs International, held in custody by HSBC Bank (Taiwan) Limited | 7,082,480 | 1.85% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Tai Feng Investment Co., Ltd. Representative: Ching Yen | 5,210,935 | 1.36% | 0 | 0.00% | 0 | 0.00% | None | None | |
| 470,000 | 0.12% | 22,500 | 0.01% | 0 | 0.00% | None | None | ||
| Labor Pension Fund (Old Scheme) | 4,442,168 | 1.16% | 0 | 0.00% | 0 | 0.00% | None | None |
(Note) KING MAO INVESTMENT CO., LTD., formerly known as Jinmao Investment Co., Ltd.
Note 1: The top ten shareholders should all be listed. If they are corporate shareholders, the names of the corporate shareholders and the names of their representatives shall 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 legal persons and natural persons, and the relationship between them should be disclosed in accordance with the issuer's financial reporting standards.
Note 4: Chairman (Ming-Tsung Fang) and Supervisor (Ming-Ching Fang) of the Company
Note 5: Chairman (Ming-Tsung Fang) and Supervisor (Ming-Ching Fang) of the Company are her husband or brother-in-law respectively.
IX. Number of shares held by the Company, its directors, supervisors, managers, and entities directly or indirectly controlled by the Company in the same invested enterprise, and the combined consolidated shareholding percentage
As of December 31, 2025; Unit: Shares; %
| Reinvested business (Note) | 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 | |
| PAN-JIT ASIA INTERNATIONAL INC. | 224,724,315 | 100.00% | 0 | 0.00% | 224,724,315 | 100.00% |
| PYNMAX Technology Co., LTD | 84,500,343 | 94.65% | 8,399 | 0.01% | 84,508,742 | 94.66% |
| MILDEX OPTICAL INC. | 16,327,867 | 20.61% | 6,936,433 | 8.76% | 23,264,300 | 29.37% |
| Alltop Technology Co., Ltd. | 11,393,009 | 17.36% | 250,000 | 0.38% | 11,643,009 | 17.74% |
| Champion Microelectronic Corp. | 24,536,000 | 30.84% | 100,000 | 0.13% | 24,636,000 | 30.97% |
| AIDE ENERGY EUROPE COÖPERATIE U.A.(Note 1) | - | 100.00% | - | 0.00% | - | 100.00% |
| Panjit Japan Co., Ltd. | 5,445 | 55.00% | 990 | 10.00% | 6,435 | 65.00% |
| PAN-JIT INTERNATIONAL (H.K.) LTD. | 9,711,000 | 100.00% | 0 | 0.00% | 9,711,000 | 100.00% |
| PANJIT KOREA CO., OTD. | 54,000 | 60.00% | 0 | 0.00% | 54,000 | 60.00% |
| PANJIT Investment Co., Ltd. | 23,000,000 | 100.00% | 0 | 0.00% | 23,000,000 | 100.00% |
| PAN-JIT JAPAN INVESTMENT HOLDING CORPORATION | 1,000 | 100.00% | 0 | 0.00% | 1,000 | 100.00% |
(Note): The long-term investment under the equity method of the Company.
Note 1. It is a partnership company, so there is no number of shares.
Three. Participation and fundraising
I. Matters to be disclosed regarding capital and shares
(I) Source of share capital
- Type of shares:
As of April 20, 2026 Unit: Shares
| Type of shares | Authorized share capital | Remarks | ||
|---|---|---|---|---|
| Outstanding shares (Note) | Unissued shares | Total | ||
| Common share | 382,114,927 | 217,885,073 | 600,000,000 |
Note: Shares of listed companies
- The formation of share capital:
April 20, 2026
| Year/month | Issuance price | Authorized share capital | Paid-in capital stock | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares (thousand shares) | Amount (NTD thousand) | Number of shares (thousand shares) | Amount (NTD thousand) | Source of share capital | Property other than cash as payment for share payment | Other | ||
| 1986.05 | 1000 | 5 | 5,000 | 5 | 5,000 | Note (1) | None | None |
| 1994.12 | 1000 | 100 | 100,000 | 100 | 100,000 | Note (2) | None | None |
| 1997.10 | 10 | 19,900 | 199,000 | 19,900 | 199,000 | Note (3) | None | None |
| 1998.07 | 10 | 35,820 | 358,200 | 35,820 | 358,200 | Note (4) | None | None |
| 1998.12 | 10 | 55,740 | 557,400 | 40,800 | 408,000 | Note (5) | None | None |
| 1999.08 | 10 | 70,000 | 700,000 | 53,040 | 530,400 | Note (6) | None | None |
| 2000.07 | 10 | 111,000 | 1,110,000 | 74,821.8 | 748,218 | Note (7) | None | None |
| 2001.09 | 10 | 160,000 | 1,600,000 | 98,468.3 | 984,683 | Note (8) | None | None |
| 2002.09 | 10 | 210,000 | 2,100,000 | 113,880.5 | 1,138,805 | Note (9) | None | None |
| 2003.07 | 10 | 210,000 | 2,100,000 | 124,406.4 | 1,244,064 | Corporate bond conversion | None | None |
| 2003.09 | 10 | 210,000 | 2,100,000 | 137,530.5 | 1,375,305 | Note (10) | None | None |
| 2004.01 | 10 | 210,000 | 2,100,000 | 140,888.4 | 1,408,884 | Corporate bond conversion | None | None |
| 2004.03 | 10 | 210,000 | 2,100,000 | 148,825.2 | 1,488,252 | Corporate bond conversion | None | None |
| 2004.07 | 10 | 280,000 | 2,800,000 | 167,719.0 | 1,677,190 | Note (11) | None | None |
| 2005.08 | 10 | 280,000 | 2,800,000 | 184,922.8 | 1,849,228 | Note (12) | None | None |
| 2005.11 | 10 | 280,000 | 2,800,000 | 184,711.8 | 1,847,118 | Cancellation of treasury stock | None | None |
| 2006.04 | 10 | 280,000 | 2,800,000 | 194,168.3 | 1,941,683 | Corporate bond conversion | None | None |
| 2006.07 | 10 | 280,000 | 2,800,000 | 195,681.3 | 1,956,813 | Corporate bond conversion | None | None |
| 2007.01 | 10 | 280,000 | 2,800,000 | 215,698.5 | 2,156,985 | Note (13) | None | None |
| Year/month | Issuance price | Authorized share capital | Paid-in capital stock | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares (thousand shares) | Amount (NTD thousand) | Number of shares (thousand shares) | Amount (NTD thousand) | Source of share capital | Property other than cash as payment for share payment | Other | ||
| 2007.04 | 10 | 280,000 | 2,800,000 | 222,324.9 | 2,223,249 | Corporate bond conversion | None | None |
| 2007.07 | 10 | 280,000 | 2,800,000 | 224,600.8 | 2,246,008 | Corporate bond conversion | None | None |
| 2007.08 | 10 | 280,000 | 2,800,000 | 241,421.2 | 2,414,212 | Note (15) | None | None |
| 2007.10 | 10 | 500,000 | 5,000,000 | 257,054.3 | 2,570,543 | Note (14) | None | None |
| 2008.01 | 10 | 500,000 | 5,000,000 | 260,995.1 | 2,609,951 | Corporate bond conversion | None | None |
| 2008.08 | 10 | 500,000 | 5,000,000 | 296,966.9 | 2,969,669 | Note (16) | None | None |
| 2008.10 | 10 | 500,000 | 5,000,000 | 316,966.9 | 3,169,669 | Note (17) | None | None |
| 2009.10 | 10 | 500,000 | 5,000,000 | 317,445.4 | 3,174,454 | Corporate bond conversion | None | None |
| 2010.01 | 10 | 500,000 | 5,000,000 | 326,335.3 | 3,263,353 | Corporate bond conversion | None | None |
| 2010.04 | 10 | 500,000 | 5,000,000 | 331,732.4 | 3,317,324 | Corporate bond conversion | None | None |
| 2010.07 | 10 | 500,000 | 5,000,000 | 340,614.4 | 3,406,144 | Corporate bond conversion Employee stock options | None | None |
| 2010.10 | 10 | 500,000 | 5,000,000 | 370,614.4 | 3,706,144 | Note (18) | None | None |
| 2010.11 | 10 | 500,000 | 5,000,000 | 370,727.1 | 3,707,271 | Corporate bond conversion Employee stock options | None | None |
| 2011.01 | 10 | 500,000 | 5,000,000 | 372,854.8 | 3,728,548 | Corporate bond conversion Employee stock options | None | None |
| 2011.05 | 10 | 500,000 | 5,000,000 | 377,150.1 | 3,771,501 | Corporate bond conversion Employee stock options | None | None |
| 2011.08 | 10 | 500,000 | 5,000,000 | 377,785.6 | 3,777,856 | Corporate bond conversion | None | None |
| 2011.09 | 10 | 500,000 | 5,000,000 | 374,785.6 | 3,747,856 | Cancellation of treasury stock | None | None |
| 2011.10 | 10 | 500,000 | 5,000,000 | 371,935.6 | 3,719,356 | Employee stock options Cancellation of treasury stock | None | None |
115
| Year/month | Issuance price | Authorized share capital | Paid-in capital stock | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares (thousand shares) | Amount (NTD thousand) | Number of shares (thousand shares) | Amount (NTD thousand) | Source of share capital | Property other than cash as payment for share payment | Other | ||
| 2014.04 | 10 | 500,000 | 5,000,000 | 382,726.9 | 3,827,269 | Corporate bond conversion | None | None |
| 2014.07 | 10 | 500,000 | 5,000,000 | 385,675.7 | 3,856,757 | Corporate bond conversion | None | None |
| 2014.10 | 10 | 500,000 | 5,000,000 | 387,716.2 | 3,877,162 | Corporate bond conversion | None | None |
| 2014.11 | 10 | 500,000 | 5,000,000 | 384,716.2 | 3,847,162 | Cancellation of treasury stock | None | None |
| 2015.03 | 10 | 500,000 | 5,000,000 | 383,335.5 | 3,833,355 | Corporate bond conversion Cancellation of treasury stock | None | None |
| 2015.05 | 10 | 500,000 | 5,000,000 | 388,158.0 | 3,881,580 | Corporate bond conversion | None | None |
| 2015.08 | 10 | 500,000 | 5,000,000 | 388,991.4 | 3,889,914 | Corporate bond conversion | None | None |
| 2016.02 | 10 | 500,000 | 5,000,000 | 352,448.2 | 3,524,482 | Corporate bond conversion Cancellation of treasury stock | None | None |
| 2016.04 | 10 | 500,000 | 5,000,000 | 363,598.8 | 3,635,988 | Corporate bond conversion | None | None |
| 2016.08 | 10 | 500,000 | 5,000,000 | 364,148.5 | 3,641,485 | Corporate bond conversion | None | None |
| 2016.10 | 10 | 500,000 | 5,000,000 | 369,794.4 | 3,697,944 | Corporate bond conversion | None | None |
| 2019.08 | 10 | 600,000 | 6,000,000 | 332,814.9 | 3,328,149 | Capital reduction in cash | None | None |
| 2021.11 | 10 | 600,000 | 6,000,000 | 382,814.9 | 3,828,149 | Cash capital increase and issuance of common shares to participate in the issuance of Global depository receipt | None | None |
| 2023.06 | 10 | 600,000 | 6,000,000 | 382,114.9 | 3,821,149 | Cancellation of treasury stock | None | None |
Notes: (1) The share capital was NT$5 million at the time of establishment in May 1986.
(2) In December 1994, the Ministry of Economic Affairs, Department of Commerce, approved cash capital increase of NT$95,000,000 under approval number (84) Business No. 100006 on January 11, 1995.
(3) In October 1997, the Department of Commerce of the Ministry of Economic Affairs approved the (86)-Shang No. 120510 issued on 1997.10.29 to change the par value per share to NT$10, and to increase the capital by NT$29,000,000 and NT$70,000,000 of earnings.
(4) In April 1998, the Securities and Futures Management Committee of the Ministry of Finance approved Tai-Cai-Zheng (1) No. 30874 on 87.4.17 (87) to increase capital by NT$99,500,000 from cash and increase capital by NT$59,700,000 from earnings at a par value of NT$10 per share. A total of new shares were issued 15,920,000 shares
(5) In October 1998, the Securities and Futures Management Committee of the Ministry of Finance approved Tai-Cai-Zheng (1) No. 91485 on 1998.10.31 (87) to raise NT$49,800,000 of new shares, with a face value of NT$10 per share and a total of 4,980,000 new shares.
(6) In August 1999, the Securities and Futures Bureau of the Ministry of Finance approved Tai-Cai-Zheng (1) No. 76284 on 88.8.20 (88) to increase capital by NT$81,600,000 and capital reserve by NT$40,800,000, at a par value of NT$10 per share. A total of 12,240,000 new shares were issued.
(7) In April 2000, the Securities and Futures Bureau of the Ministry of Finance approved a capital increase from retained earnings of NT$159,120,000 under approval number (89) Tai Finance Securities (1) No. 30271 on April 12, 2000, and a cash capital increase of NT$58,697,600 under approval number (89) Tai Finance Securities (1) No. 38406 on May 3, 2000. The par value per share is NT$10, resulting in a total issuance of 21,781,760 new shares.
(8) In August 2001, the Securities and Futures Bureau of the Ministry of Finance approved a capital increase from retained earnings of NT$149,643,520, a capital increase from capital reserves of NT$74,821,760, and a capital increase from employee bonuses of NT$12,000,000 under approval number (90) Tai Finance Securities (1) No. 153914 on August 27, 2001. The par value per share is NT$10, resulting in a total issuance of 23,646,528 new shares.
(9) In June 2002, the Securities and Futures Management Committee of the Ministry of Finance approved Tai-Cai-Zheng-Yi-Zi No. 910135577 on 2002.6.28 to increase capitalization of earnings by NT$98,468,290, capital company by NT$49,234,140 and employee bonus by NT$6,420,000; face value per share of NT$10 and 15,412,243 new shares were issued.
(10) In July 2003, the Securities and Futures Management Committee of the Ministry of Finance approved Tai-Cai-Zheng-Yi-Zi No. 920129806 on 2003.7.4 to increase capitalization of earnings by NT$44,667,820, capital company by NT$33,500,860 and employee bonus by NT$5,097,000; face value per share of NT$10 and 8,326,568 new shares were issued and 4,797,517 shares from convertible bonds.
(11) In June 2004, the Securities and Futures Management Committee of the Ministry of Finance approved Tai-Cai-Zheng-Yi-Zi No. 930125243 on 2004.6.8 to increase capitalization of earnings by NT$131,952,800, capital company by NT$43,984,260 and employee bonus by NT$11,474,000; face value per share of NT$10 and 18,741,106 new shares were issued and 152,631 shares from convertible bonds.
(12) In July 2005, the Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng-Yi-Zi No. 0940127020 on 2005.7.5 to increase capitalization of earnings by NT$98,104,780, capital company by NT$65,403,180 and employee bonus by NT$8,530,000; face value per share of NT$10 and 17,203,796 new shares were issued.
(13) In October 2006, the Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng-Yi-Zi No. 0950146573 on 2006.10.17 to increase cash capital by NT$200,000,000; face value per share of NT$10 and 20,000,000 new shares issued and 17,241 shares from convertible bonds.
(14) In June 2007, the Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng-Yi-Zi No. 0960029324 on 2007.6.15 to increase cash capital by NT$200,000,000; face value per share of NT$10 and 10,000,000 new shares issued and 5,633,075 shares from convertible bonds.
(15) In July 2007, the Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng-Yi-Zi No. 0960033639 on 2007.7.3 to increase capitalization of earnings by NT$114,108,750, capital company by NT$39,499,180 and employee bonus by NT$14,597,000; face value per share of NT$10 and 16,820,493 new shares were issued.
(16) In July 2008, the Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng-Yi-Zi No. 0970032540 on 2008.7.1 to increase capitalization of earnings by NT$260,995,060, capital company by NT$78,298,510 and employee bonus of NT$20,425,000; face value per share of NT$10 and 35,971,857 new shares were issued.
(17) In May 2008, the Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng-Yi-Zi No. 09700196561 on 2008.5.15 to increase cash capital by NT$200,000,000; face value per share of NT$10 and 20,000,000 new shares were issued.
(18) In May 2010, the Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng-Fa-Zi No. 0990025195 on 2010.5.26 to increase cash capital by NT$300,000,000; face value per share of NT$10 and 30,000,000 new shares were issued.
(19) In September 2021, the Financial Supervisory Commission of the Executive Yuan approved Jin-Guan-Zheng-Fa-Zi No. 1100357515 to increase cash capital by 50,000,000 to 60,000,000 common shares for face value per share of NT$10.
- Information related to the blanket declaration system: Not applicable.
117
(II) List of major shareholders: Shareholders with a shareholding ratio of $5\%$ or more; if fewer than ten such shareholders exist, disclosure shall extend to the top ten shareholders by shareholding ratio, including their names, number of shares held, and shareholding percentages.
As of April 20, 2026 Unit: Shares
| Shares Name of major shareholder | Number of shares held | Shareholding ratio |
|---|---|---|
| KING MAO INVESTMENT CO., LTD. (Formerly Jinmao Investment Co., Ltd.) | 59,549,710 | 15.58% |
| Investment Account of Morgan Stanley International Limited, held in custody by HSBC Bank (Taiwan) Limited | 15,478,198 | 4.05% |
| Investment Account of Barclays Capital Securities Limited, held in custody by Citibank (Taiwan) Limited | 9,752,000 | 2.55% |
| Chun-Min Chen | 9,393,480 | 2.46% |
| Min-Ching Fang | 8,522,888 | 2.23% |
| Labor Pension Fund (New Scheme) – Second Discretionary Investment Mandate in 2012 | 8,205,118 | 2.15% |
| Investment Account of UBS Europe SE, held in custody by Citibank (Taiwan) Limited | 7,462,345 | 1.95% |
| Investment Account of Goldman Sachs International, held in custody by HSBC Bank (Taiwan) Limited | 7,082,480 | 1.85% |
| Tai Feng Investment Co., Ltd. | 5,210,935 | 1.36% |
| Labor Pension Fund (Old Scheme) | 4,442,168 | 1.16% |
(III) Dividend policy and implementation status
1. Dividend policy stipulated in the Articles of Incorporation:
If the Company has any earnings after annual settlement, the earning shall be first used to pay taxes and cover past losses. Then, $10\%$ of the remaining balance of the earnings shall be provided as legal reserve and the special reserve shall be provided or reversed in accordance with the regulations of the competent authority, and after that, the board of directors shall make a proposed distribution of the rest of the profit along with the opening undistributed earnings. When the remaining balance was distributed in the form of new stocks, it shall be distributed after the proposed distribution have been submitted to and resolved by the general meeting of shareholders.
If the Company would like to distribute the dividends and bonuses in whole or in part in the form of cash in accordance with Paragraph 5, Article 240 of the Company Act, it authorizes the board of directors to resolve such proposed distribution by a majority vote at a board meeting attended by two-thirds or more of the directors, and to
report such distribution to the shareholders' meeting.
The Company's dividend policy is determined by the board of directors in accordance with its operating plan, investment plan, capital budget and changes in internal and external environment. The Company's business is in a capital-intensive industry and is currently in a stage of operational growth. In consideration of the Company's future capital needs and long-term financial planning, and to meet shareholders' needs for cash inflows, the principles for the distribution of earnings are as follows: It can allocate no less than 10% of the retained earnings available for distribution of the current year as shareholders' dividend. However, in case the accumulated distributable earnings is less than 10% of paid-in capital, the Company may distribute no dividend. Cash dividends are preferred over stock dividends, provided that the total amount of cash dividends to be distributed shall not be less than 10% of the total amount of distributed cash and stock dividend.
In accordance with Article 241 of the Company Act, the Company will issue all or part of the legal reserve and capital reserve as new shares or cash in proportion to the shareholders' original shares. When cash is assigned, the Company authorizes the Board of Directors, in the condition of having more than two-thirds of the directors present and more than half of the directors agree, to make a resolution and report to the shareholders meeting. When new shares are issued, they shall be distributed after a resolution of the shareholders meeting.
- The proposed distribution of dividends at the shareholders' meeting:
The Company's net income for fiscal year 2025 was NT$1,191,631,315. After deducting other comprehensive income for 2025 (re-measurement of defined benefit plans) of NT$3,329,875 and allocating a legal reserve of NT$118,830,144 as required by law, the earnings for the year available for distribution amounted to NT$1,069,471,296. Adding the beginning retained earnings of NT$2,313,127,475, the retained earnings available for distribution totaled NT$3,382,598,771. The proposed shareholder dividend is NT$1.8 per share, to be distributed entirely in cash, for a total amount of NT$687,806,869.
- Material changes in expected dividend policy: None
119
(IV) Impact of bonus shares proposed at this shareholders' meeting on the Company's operating performance and earnings per share
No bonus share distribution is proposed at this shareholders' meeting; therefore, this item is not applicable.
(V) Remuneration to employees and directors:
- The percentage or range of remuneration to employees and directors as set forth in the Company's Articles of Incorporation:
If the Company makes profits in a year, it shall distribute not less than 6% as the employees' compensation and not more than 2% as the remuneration of directors. However, if the Company has accumulated losses, it shall reserve an amount for covering losses in advance.
Of the employees' remuneration allocated in the preceding paragraph, no less than 35% shall be used as the distributed remuneration for entry-level employees.
The employee's compensation in the preceding two paragraphs may be distributed in the form of stock or cash, and may include employees of the Company's controlling or subordinate companies who meet certain criteria, as determined by the board of directors.
- The basis for estimating the amount of employee and director remuneration, the basis for calculating the number of shares to be distributed as employee remuneration for the current period, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure:
The estimated basis is in accordance with Article 19 of the Company's Articles of Incorporation: "If the Company makes profits in a year, it shall distribute not less than 6% as the employees' compensation and not more than 2% as the remuneration of directors. However, if the Company has accumulated losses, it shall reserve an amount for covering losses in advance..." Determined by regulations. The estimated remuneration of employees and directors is recognized as salary expenses in the current period. When the estimated amount is different from the actual amount resolved by the board of directors, it is recognized as profit or loss of the following year.
120
- The distribution of remuneration approved by the Board of Directors:
(1) Amount of employees' compensation and directors' compensation distributed in cash or shares:
The Board of Directors resolved to allocate directors' compensation of NT$23,837,578, representing an allocation ratio of 1.67%, and employees' compensation of NT$92,994,812, representing an allocation ratio of 6.50%, both to be distributed in cash, based on fiscal year 2025 earnings of NT$1,430,689,394.
(2) Amount of employees' compensation distributed in shares and its ratio to the sum of net income after tax in the current period's individual or separate financial report and total employees' compensation:
No employees' compensation distributed in shares is proposed at this Board of Directors meeting; therefore, this item is not applicable.
- The actual distribution of employees' and directors' remuneration in the previous year (including the number of shares distributed, the amount and the price of the shares), and any discrepancy between the actual distribution and the recognized employees' and directors' remuneration, the amount, causes and treatment of such discrepancy:
| Prior year (2024) | ||||
|---|---|---|---|---|
| Actual quantity allotted | Approved by the Board of Directors Proposed amount to be allotted | Discrepancy | Reason for difference | |
| 1. Cash remuneration for employees | NT$67,679,520 | NT$67,679,520 | NT$0 | Not applicable |
| 2. Employee stock remuneration | ||||
| (1) Number of shares | 0 shares | 0 shares | 0 shares | |
| (2) Amount | NT$0 | NT$0 | NT$0 | |
| (3) Stock price | NT$0 | NT$0 | NT$0 | |
| 3. Remuneration to directors | NT$18,000,000 | NT$18,000,000 | NT$0 |
(VI) Status of the Company's buyback of its own shares
- Those that have been executed
April 20, 2026
| Number of buyback periods | 1st instalment (term) | 2nd instalment (term) | 3rd instalment (term) | 4th instalment (term) | 5th instalment (term) |
|---|---|---|---|---|---|
| Purpose of repurchase | Transfer of shares to employees | Transfer of shares to employees | Transfer of shares to employees | Transfer of shares to employees | Transfer of shares to employees |
| Repurchase period | July 26, 2002 to September 25, 2002 | January 22, 2003 to March 21, 2003 | May 19, 2004 to July 18, 2004 | May 3, 2005 to July 2, 2005 | June 13, 2006 to August 12, 2006 |
| Repurchase range price | NT$17.1 to 36.9 | NT$16.0 to 37.5 | NT$19.6 to 53 | NT$11.2 to 30.36 | NT$8.90 to 23.95 |
| Type and quantity of shares repurchased | Common shares: 211,000 shares | Common shares: 2,000,000 shares | Common shares: 2,000,000 shares | Common shares: 2,000,000 shares | Common shares: 2,000,000 shares |
| Ratio of repurchased shares to expected repurchased shares (%) | 10.55% | 100.00% | 100.00% | 100.00% | 100.00% |
| Amount of shares repurchased | NT$4,837,573 (including handling fees) | $45,445,789 (including handling fees) | NT$53,743,150 (including handling fee) | NT$32,587,050 (including handling fee) | $25,797,190 (including handling fee) |
| Quantity of canceled and transferred shares | 211,000 shares | 2,000,000 shares | 2,000,000 shares | 2,000,000 shares | 2,000,000 shares |
| Cumulative quantity of the Company's shares held | 0 share | 0 share | 0 share | 0 share | 0 share |
| The ratio of the number of the Company's shares held to the total number of issued shares (%) | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
| Number of buyback periods | 6th instalment (term) | 7th instalment (term) | 8th instalment (term) | 9th instalment (term) | 10th instalment (term) |
|---|---|---|---|---|---|
| Purpose of repurchase | Transfer of shares to employees | Transfer of shares to employees | Transfer of shares to employees | Transfer of shares to employees | Transfer of shares to employees |
| Repurchase period | August 31, 2006 to October 30, 2006 | July 3, 2008 to September 2, 2008 | September 8, 2008 to November 7, 2008 | August 30, 2011 to October 29, 2011 | December 1, 2011 to January 31, 2012 |
| Repurchase range price | NT$9.00 to 21.75 | NT$13.65 to 41.60 | NT$12.05 to 32.40 | NT$12.50 to 36.95 | NT$8.75 to 23.30 |
| Type and quantity of shares repurchased | Common shares: 3,000,000 shares | Common shares: 3,000,000 shares | Common shares: 3,000,000 shares | Common shares: 3,000,000 shares | Common shares: 1,500,000 shares |
| Ratio of repurchased shares to expected repurchased shares (%) | 100.00% | 100.00% | 100.00% | 30.00% | 30.00% |
| Amount of shares repurchased | NT$ 42,412,379 (inclusive of handling fees) | NT$ 62,805,907 (inclusive of handling fees) | NT$ 52,033,225 (inclusive of handling fees) | NT$ 50,114,346 (inclusive of handling fees) | NT$ 24,248,643 (inclusive of handling fees) |
| Quantity of canceled and transferred shares | 3,000,000 shares | 3,000,000 shares | 3,000,000 shares | 3,000,000 shares | 1,500,000 shares |
| Cumulative quantity of the Company's shares held | 0 shares | 0 shares | 0 shares | 0 shares | 0 shares |
| The ratio of the number of the Company's shares held to the total number of issued shares (%) | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
| Number of buyback periods | 11th instalment (term) | 12th instalment (term) | 13th instalment (term) |
|---|---|---|---|
| Purpose of repurchase | Safeguarding the Company's credit and shareholders' equity | Safeguarding the Company's credit and shareholders' equity | Transfer of shares to employees |
| Repurchase period | September 24, 2015 to November 23, 2015 | November 11, 2015 to January 10, 2016 | March 24, 2020 to May 23, 2020 |
| Repurchase range price | NT$6.72 to 14.34 | NT$8.37 to 19.08 | NT$10.54 to 34.50 |
| Type and quantity of shares repurchased | Common shares: 20,000,000 shares | Common shares: 18,000,000 shares | Common shares: 700,000 shares |
| Ratio of repurchased shares to expected repurchased shares (%) | 100.00% | 100.00% | 7.00% |
| Amount of shares repurchased | NT$ 246,547,489 (inclusive of handling fees) | NT$ 263,515,489 (inclusive of handling fees) | NT$ 16,507,418 (inclusive of handling fees) |
| Quantity of canceled and transferred shares | 20,000,000 shares | 18,000,000 shares | 700,000 shares |
| Cumulative quantity of the Company's shares held | 0 shares | 0 shares | 0 shares |
| The ratio of the number of the Company's shares held to the total number of issued shares (%) | 0.00% | 0.00% | 0.00% |
- Currently in progress: No such circumstances.
125
II. Corporate Bond Issuance
No such situation
III. Preferred Share Issuance
No such situation
IV. Overseas Depositary Receipts
| Issuance (process) date (Note 2)
Item | | | October 25, 2021 |
| --- | --- | --- | --- |
| Issuance (process) date | | | October 25, 2021 |
| Location of issuance and trading | | | Luxembourg Stock Exchange |
| Total Amount Issued | | | US$151,000,000 |
| Unit issue price | | | US$3.02 |
| Total number of units issued | | | 50,000,000 units |
| Sources of the commended securities | | | Common shares of the Company |
| Amount of commending negotiable securities | | | 50,000,000 shares |
| Rights and obligations of depository receipt holders | | | The rights and obligations of GDR holders shall be governed by relevant R.O.C. laws and regulations and relevant provisions of the deposit contract. The main stipulations in the deposit contract are as follows:
(I) Exercise of voting rights
Unless otherwise provided by law, holders of overseas depository receipts may exercise the voting rights of the common shares of PANJIT represented by their overseas depository receipts in accordance with the deposit agreement and the laws of the Republic of China.
(II) Dividend distribution, preemptive rights for new shares and other rights
Unless otherwise stipulated in the deposit agreement, holders of overseas depository receipts shall, in principle, have the same rights to dividend distribution and other share rights as PANJIT's common stock holders. |
| Trustee | | | None |
| Depository Institution | | | Citibank, NA |
| Custodian institution | | | First Commercial Bank |
| Outstanding balance | | | Fully redeemed |
| Allocation of relevant expenses during issuance and duration | | | The relevant expenses during the issuance and existence periods shall be borne by the issuing company |
| Important stipulations in the deposit contract and escrow contract | | | Please refer to the Company's prospectus and depository agreement |
| Market price per unit (Note 3) | 2025 | Maximum | US$3.22 |
| | | Minimum | US$1.18 |
| | | Average | US$1.95 |
| | As of March 31, 2026 | Maximum | US$3.28 |
| | | Minimum | US$2.46 |
| | | Average | US$2.856 |
Note 1: GDR includes public offering and private placement of GDR. Public GDRs in progress refer to those that have been approved by the Commission; privately placed GDRs in progress refer to those that have been approved by the Board of Directors.
Note 2: The number of columns is adjusted according to the actual number of processing.
Note 3: For those that have participated in the GDR issuance, the relevant market price of the GDR in the most recent year and up to the publication date of the annual report shall be listed. Listed separately.
V. Employee Stock Option Certificates and Restricted Stock Awards for Employees
No such situation
VI. Issuance of New Shares in Connection with Mergers, Acquisitions, or Acquisition of Shares of Other Companies
No such situation
VII. Implementation of Capital Utilization Plan
No such situation
126
Four. Operation overview
I. Business Description
(I) Business scope
- Principal business activities:
The Company and its subsidiaries divide the operating units according to the products manufactured and sold by different business groups. The main businesses of each operating unit are as follows:
(1) Power discrete components: Involved in the manufacture and sale of wafers, power devices, and control modules.
(2) Power integrated circuits and components: Engaged in the R&D, manufacturing, and sales of power integrated circuits, field-effect transistors, and fast recovery power discrete components, as well as technical consulting services.
The above primarily constitutes the business operations of subsidiary Champion Microelectronic Corp. (stock code: 3257). For relevant information, please refer to the Annual Report prepared by Champion Microelectronic.
(3) Solar energy: sales of electricity from solar power plants.
- Revenue breakdown of current business operations:
Unit: NTD thousands
| Operating department | 2025 | |
|---|---|---|
| Sales amount | Sales ratio (%) | |
| Power discrete components | 11,839,813 | 90.42% |
| Power Integrated Circuits and Components | 1,054,373 | 8.05% |
| Solar energy | 199,730 | 1.53% |
| Total | 13,093,916 | 100.00% |
- Current product items:
| Operating department | Main products |
|---|---|
| Power discrete components | Power discrete components, wafers |
| Power Integrated Circuits and Components | Power ICs, Power Modules, MOSFETs, Fast Recovery Diodes |
| Solar energy | Sale of solar power |
- New products planned for development:
Regarding the main sales product - discrete component, the new products planned to be developed are described as follows:
(1) Silicon-based power devices and advanced discrete devices:
A. High-Voltage Super-Junction Mosfets:
HV SJ MOSFETs 600V/650V Gen3.0 — Easy: Gen. 3 is based on simplified process steps while maintaining competitive device on-resistance performance, offering excellent cost-performance ratios to meet market demands. Prototype development and verification is planned for completion in 2026.
B. Middle Voltage Shielded-Gate Trench FETS
MV SGT MOSFET 100V Gen.2: Product characteristics to be optimized in 2026, with an expected yield improvement of 5% or more.
MV SGT MOSFET 80V Gen.2: Product characteristics to be optimized in 2026, with an expected yield improvement of 5% or more.
MV SGT MOSFET 60V Gen.2: Reliability verification expected to be completed and product released in 2026.
MV SGT MOSFET 40V Gen.2: Reliability verification expected to be completed and product released in 2026.
MV SGT MOSFETs — Automotive Grade AU: Full voltage range expected to pass automotive-grade qualification in 2026.
To reduce die costs, a 12-inch production line is being introduced to provide more stable process capability and finished products.
Through device optimization, on-resistance (Ron) is expected to be reduced by more than 10%, with a new Ron optimization platform planned for rollout in 2026.
C. Fast recovery epitaxial diode (FREDs)
FREDs 650V/1200V Gen.2: Series expansion across different rated current specifications.
D. Field-Stop Trench Insulated Gate Bipolar Transistors (Field-Stop Trench, FST, IGBTs)
FST IGBTs 650V/1200V Gen.2: High current rating Field-Stop Trench Insulated Gate Bipolar Transistors confirmation
Development progress is underway to approach high-speed field-stop trench power IGBT technology, specifically high-density trench cell technology and optimized field-stop layer structures (design and process), aimed at minimizing switching losses at very high frequencies (such as 60kHz) and enhancing short-circuit withstand capability.
E. Wide Safe Operating Area MOSFET (Wide SOA MOSFET, U-Series):
U-Series 100V Gen.1: Reliability verification expected to be completed and product released in 2026.
With the prevalence of the AI market, one key application — Hot Swap — requires Wide SOA characteristics primarily to prevent excessive inrush current caused by interaction with the system's large capacitors at the moment of power-up when a redundant power supply is inserted.
F. Temperature Sensing FET:
With the development of electric vehicles, many drive components are integrated within the motor. As vehicle speeds increase and motor rotation speeds rise, temperature sensing components are required to provide real-
128
time temperature feedback to the control IC for safety protection, preventing component burnout caused by excessive heat within the motor.
G. Planar MOS Rectifier (PMR):
PMR 20V–40V Gen1: PMR is a rectifier diode that replaces the Schottky barrier with a MOS structure, achieving low forward voltage drop while significantly improving high-temperature leakage and reliability, combining the conduction efficiency of Schottky diodes with the reliability and stability of PN diodes. The platform is expected to be established in 2026, with series expansion and qualification verification completed.
(2) The 3rd generation semiconductor, silicon carbide, and high-speed power silicon carbide devices:
A. Silicon Carbide Schottky Diode (SiC SDBs)
SiC SBDs 650V/1200V Gen.2: Hybrid freewheeling diode co-packaged with field-stop trench insulated gate bipolar transistor confirmation.
The development of SiC SBDs Gen.2 aims to improve high surge current capability and reduce power losses through optimization of the MPS (Merged PN Schottky) cell structure, epitaxial layer/buffer layer design, and robust edge termination design.
B. Silicon carbide mosfets
SiC MOSFET 650V/1200V Gen.1: The initial design has demonstrated promising performance, and co-development of the next-generation product is already underway with customers.
The development focus for SiC MOSFETs is on process design for high cell density MOSFETs, reliable gate oxide formation (optimized nitridation process), and short channel length formation (sidewall process).
C. Gallium Nitride High Electron Conductivity Transistors (GaN HEMTs)
GaN E-HEMTs 650V: Prototype stage.
E-HEMT (Enhancement-Mode High Electron Mobility Transistor) utilizes a lateral two-dimensional electron gas (2DEG) channel formed on an AlGaN/GaN heteroepitaxial structure, providing very high charge density and mobility. For enhancement-mode operation, a gate is implemented to activate the 2DEG at 0V or reverse bias. A positive gate reverse bias opens the 2DEG channel. Its operating principle is similar to a MOSFET, with superior switching performance.
129
(II) Industry overview
The industry overview of the main sales product - discrete component
1. Current status and development of the industry
Semiconductor products are categorized into three main types: integrated circuits (ICs), discrete devices, and optoelectronic components. Integrated circuits can be analog, digital, or mixed-signal. Discrete devices are classified into three types—diodes, transistors, and thyristors—and are primarily used for current amplification, power protection, and power management based on their functions and performance characteristics.

IC and Discrete Component Product Classification Chart
Discrete component industry development: Before the 2010s, European, American, and Japanese manufacturers had long-term share of the discrete component market by relying on their own component technology development, comprehensive manufacturing and quality management capabilities, and their own brand marketing channels. about $70\%$ share. In contrast, because Taiwanese manufacturers started out as OEMs, they are slightly weaker in technology and marketing, and only account for about $10\%$ of the market.
In recent years, plants in Europe, the U.S., and Japan have been faced with fierce competition in the cost market and subsidies from certain countries. They have re-adjusted their operating models, and thus led to a trend of consolidation. For example, Infineon acquired International Rectifier in 2015 to expand part of its distribution channels and product lines. In 2016, NXP sold its discrete business to a
Chinese company to establish Nexperia. In the second half of 2017, the merger of Littelfuse and IXYS, and Micro Chip acquired Microsemi in 2018, in order to integrate the market territory of discrete semiconductors in the aerospace, defense, and communications. 2020 The acquisition of Lite-On by Diodes Inc. undoubtedly officially announced the direction of international big firms towards discrete high-power semiconductors, and highlighted the trend of international big firms to become more integrated in the high-power discrete semiconductor market.
In recent years, geopolitics and the impact of the pandemic have brought out the niche for Taiwan-related manufacturers. The Taiwanese factory mainly produces surface mount type and other high value-added products, including metal oxide semiconductor transistors (MOST), third generation compound semiconductor (SiC), Schottky, and surge suppressors (TVS.) and electrostatic protection (ESD) components. A few low-priced product lines, such as STD Rectifier and Fast Rectifier, are relocated to China, where labor costs are lower, and will not rule out moving production capacity back to Taiwan or expanding production capacity and equipment in Southeast Asia.
- Interrelations between up-stream, mid-stream and down-stream of the industry
The industrial structure of semiconductor and discrete components can be divided into: upstream chip raw materials, midstream wafer manufacturing, assembly and testing, and downstream application fields.
Upstream raw materials mainly include wafers/exit wafers, precious metals, non-ferrous metals, aluminum alloys, and non-metals. Among them, Taiwan can be partially self-sufficient in wafer/epiwafering, while other precious metals such as gold, silver, and white gold, as well as some non-ferrous metals, need to be imported.
Midstream wafer manufacturing and assembly and testing, mainly for 4"/6"/8" wafer manufacturing and back-end assembly and testing.
In terms of downstream applications, it covers a wide range of industries, including: information, communications, consumer electronics, aerospace, medical, automotive, industrial, energy and energy storage industries. The demand for discrete components in these markets is still increasing year by year, which directly affects the development prospect of discrete components.
- Development trends of products
As technology continues to evolve and end-use applications diversify, semiconductors and discrete components are advancing toward "higher efficiency, higher power density, miniaturization, automotive-grade qualification, and high-
131
reliability protection." For high-voltage/high-current applications such as power supplies and electromechanical equipment, system demands for voltage regulation, rectification, and protection are increasing, driving the penetration of high-power components and high-voltage protection devices. In consumer and information electronics, the trend continues toward smaller form factors, higher precision, low parasitics, low losses, and high ESD tolerance, to meet the design requirements of highly integrated systems and high-speed signal transmission.
Due to the increasing popularity of broadband networks, 5G has been determined to enter the first year of commercialization in 2019, which has increased the demand for discrete components suitable for high-frequency and low-interference communication equipment. WiFi 7.0, developed for 5G broadband applications, offers higher transmission speeds, lower latency, greater connection stability, and increased device support capacity, helping to address the challenges of existing WiFi technology in handling large volumes of data transmission and high-speed connectivity demands. As the performance of related applications improves, specification requirements for low-capacitance ESD protection, TVS, and related protection components are simultaneously rising, providing stronger support for increasingly widespread applications such as smart home IoT and autonomous driving at Level 3 and above. WiFi 7.0 also extends to cloud computing, machine learning, and artificial intelligence domains, bringing greater practicality to future digital lifestyles. Derivatives include network routers, network extenders, network cards, smart home equipment, smart phones, tablet computers, TVs, and surveillance systems. Furthermore, in the automotive electronics sector, new energy vehicle electronic designs from Europe, the United States, Japan, and China are placing greater emphasis on current regulation and protection functions, as various electronic products increasingly incorporate compatible interfaces enabling interconnectivity.
The electrical characteristics of semiconductors and discrete components are determined at the wafer fabrication stage. Product characteristics are closely tied to the wafer manufacturing process, and in pursuit of end-to-end design and production efficiency, a number of manufacturers have adopted upward process integration models, including entry into chip diffusion and even epitaxial wafer processes.
Undoubtedly, such upwardly integrated wafer manufacturing has a considerable advantage in terms of raw material cost, and by grasping the wafer manufacturing process, it is possible to produce chips with different electrical
132
functions according to different product requirements, thus making the production schedule more flexible. Effectively improve the utilization of machine capacity.
Classified by packaging type, discrete components have evolved from traditional axial packaging and power packaging (TO, DFN clip bond, DFN side wettable flank, dual-side cooling) and bridge packaging, to more recent developments in very small surface-mount types such as DSN, WLCSP, SMD, DFN, and QFN packages.
In terms of product development, the trajectory moves from lower-technology general standard products toward higher-technology high-voltage, fast recovery, and Schottky high-power rectifier diodes. For example, Metal Oxide Semiconductor Field Effect Transistors (MOSFETs) increasingly focus on Shielded Gate design technology to reduce on-resistance and improve hot-swap resistance characteristics. Third-generation compound semiconductor SiC SBD (Silicon Carbide Schottky wide bandgap diodes) with high thermal conductivity and long service life; second-generation electrostatic protection components suitable for Type-C/HDMI interface protection; second-generation bridge rectifiers with high junction temperature, high voltage, and low power consumption enabling power efficiency in power supply design to more closely meet 80 Plus requirements; SiC MOSFET (Silicon Carbide Metal Oxide Semiconductor Field Effect Transistors); and IGBT (Insulated Gate Bipolar Transistors).
With the development of science and technology, integrated circuit products (ICs) have become an indispensable component in modern life. Development of various IC products, such as DC/DC power management IC, is a type of integrated circuit used to control DC power. It can provide stable voltage output and is widely used in various electronic equipment. The signal chain IC integrates multiple signal processing circuits to provide more efficient signal conversion and processing functions. The motor drive management IC is dedicated to driving various types of motors, and can control the speed, direction of rotation, and operation mode of the motor. The introduction of the above products further enhances the performance and functions of electronic products, and also gives customers more product choices, which turns the Company's product model into a solution provider.
4. Product competition
At present, the main domestic companies that produce discrete components are Taiwan Semiconductor CO., LTD., Advanced Power Electronics Co., Ltd., Sinopower Semiconductor Inc., NIKO SEMICONDUCTOR CO., LTD., Amazing
133
Microelectronic Corp., and uPI Semiconductor Corp., while foreign manufacturers include Infineon, STMicroelectronics, ROHM, VISHAY, and Diodes Inc., Onsemi, and Nexperia; China includes Hangzhou Silan Microelectronics Co., Ltd, Yangzhou Yangjie Electronic Technology Co., Ltd, Wuxi NCE Power Co., and Jiangsu JieJie Microelectronics Co., Ltd.. As mentioned above, large international manufacturers such as Europe, the United States and Japan have gradually reduced the production of discrete components under cost pressures, or changed them to outsourced OEMs, and then turned to other semiconductor product lines such as high-tech integrated circuits.
Discrete components represent a relatively mature process domain. Beyond price and lead time, competitive priorities have progressively shifted toward a comprehensive competition encompassing "quality and reliability, automotive/industrial-grade certification, supply resilience, technical differentiation, and solution-providing capability." Domestic peers and international major manufacturers each hold advantages in cost, technology, and customer resources, while the Chinese supply chain continues to expand capacity and enhance local supply capabilities, intensifying market competition. Influenced by factors such as geopolitical tensions, export controls, and tariffs, the global supply chain is exhibiting a trend toward regionalization and diversification, and international customers are broadly raising requirements for multi-source qualification and localized supply configurations. In this environment, manufacturers with multi-site manufacturing and flexible delivery capabilities are better positioned to respond to customer requirements for lead times, risk diversification, and compliance. On the other hand, high-growth applications such as automotive, industrial control, green energy/energy storage, and data centers impose higher demands on product reliability, failure rates, and consistency, further elevating the competitive threshold from "cost competition" to a comprehensive competition encompassing "technology, quality systems, and supply capability."
Looking at overall industry development, some major European, American, and Japanese manufacturers, under cost pressure and product strategy adjustments, are progressively increasing outsourced manufacturing or redirecting resources toward high-value-added power semiconductors and specialty application ICs. At the same time, discrete component suppliers are accelerating their extension into higher-end power components (including SiC), high-reliability protection components, and power/motor control IC products to improve differentiation and gross margin structure.
134
In response to market competition and external environmental changes, the Company will continue to integrate Group resources, strengthen R&D investment and international talent deployment, and advance the development of next-generation MOSFET, SiC, ESD/TVS, and power/computing power/signal chain/motor control IC products in accordance with the product roadmap. Simultaneously, through multi-site capacity allocation and process automation/digitalization management, the Company will improve yield rates and delivery efficiency, and on the foundation of automotive-grade and industrial-grade quality systems, deepen customer adoption and qualification progress management, increase the proportion of high-value-added products, and strive to maintain long-term steady growth in the semiconductor and discrete component market.
(III) Technology and R&D overview
- R&D expenses in the most recent year and up to the date of publication of the annual report
Unit: NTD thousands
| Item | 2025 | 2024 |
|---|---|---|
| R&D expenses | 975,127 | 972,115 |
| As a percentage of net revenue | 7.45% | 7.75% |
- Technologies or products successfully developed in the most recent year and up to the date of publication of the annual report
We have been committed to the development of advanced semi-conductor discrete component market and product component technology. In recent years, leveraging our strengths in independently developed semiconductor chips and packaging technologies, we have continued to advance the development of silicon-based power semiconductor devices, such as Si Power MOSFETs, insulated-gate bipolar transistors (IGBTs), and fast recovery epitaxial diodes (FREDs). In addition, we are actively engaged in the research and development of advanced third-generation semiconductors—also known as wide bandgap semiconductors—such as high-speed, high-power silicon carbide (SiC) devices, including SiC Schottky barrier diodes (SBDs) and SiC MOSFETs.
We have successfully launched a variety of semiconductor power discrete device products, which are listed as follows:
(1) Silicon-based power devices and advanced discrete semiconductor components:
A. High-voltage super junction mosfets: super junction (SJ, mosfet)
135
136
technology
HV SJ mosfet- 600V/650V Gen1.5 easy: 4 products released
HV SJ mosfet- 600V/650V Gen1.5 FR: 1 product released
HV SJ MOSFETs — 600V/650V Gen.2: Preliminary prototype testing and verification results met development objectives; verification completed and product released.
B. Middle Voltage Shielded-Gate Trench (SGT):
MV SGT MOSFET: 40V/60V/80V/100V Gen.2: Under development.
C. High-speed recovery epitaxial diode (FREDs)
FREDs 1200V Gen.1: 8 product certifications completed
FREDs 650V Gen.2: Completed certification for 11 products of free-wheeling diode CO2-off Trench insulated gate bipolar transistors
FREDs 1200V Gen.2: Completed certification for 10 products of free-wheeling diode CO2-off Trench insulated gate bipolar transistors
D. Insulated Gate Bipolar Transistor (IGBTs):
FST IGBT 650V/1200V Gen.1: 4 products have been released, and another 5 products will be released soon
(2) Third-generation semiconductors, silicon carbide, and high-speed power SiC devices:
A. Silicon Carbide Schottky Diode (SiC SDBs)
SiC SBDs 650V/1200V Gen.1: 10 products in total
SiC SBDs 650V/1200V Gen.1.5: 26 products in total
SiC SBD 650V/1200V Gen.2: 23 products have been released, and 4 products will be released soon
B. Silicon carbide mosfets
SiC 650V/1200V Gen.1: Prototype verification and wafer manufacturing process validation
(IV) Long-term and short-term business development plans
Explain the long-term and short-term business development plans for the main product - discrete component
- Short-term business development plan
Looking at the future development of the semiconductor and discrete component industry, key applications include AI computing and data center buildouts, automotive electronic electrification, industrial automation/robotics, renewable energy and energy storage, and electric vehicle charging equipment. The Company grasps the trends and responds to the needs of different customers. In addition to making full use of external resources to supply products that meet the
needs of customers in the consumer market, the Company is also actively investing resources in the research and development of automotive, industrial control, electric vehicles and charging devices. . and other related integrated circuits and discrete components, and strive to become strategic partners with international big manufacturers of first-tier brands in Europe, the United States, Japan and China Sustainable and stable growth.
2. Long-term business development plan
The Company will continue to invest in package miniaturization, wafer capacity expansion, high-power discrete solution R&D, and IC design capabilities. With product platformization and solution-orientation as the core strategy, the Company will progressively develop integrated solutions combining power components and IC products to address the long-term structural growth trends in automotive electronics, data centers/high-performance computing, industrial, and green energy sectors, strengthening differentiated competitive advantages and gross margin structure.
In terms of global deployment, the Company will continue to strengthen its international operations and localized service capabilities, and extend customer management and strategic cooperation at existing overseas locations. For example, a local presence has been established in the Japanese market, with an office set up in Kyoto, Japan in 2025. Going forward, the Company will continue to deepen technical support and cooperative relationships with Japanese customers to enhance brand visibility and improve service efficiency for key local customers. To address the supply chain regionalization trend that may arise from geopolitical tensions and regulatory/compliance requirements, the Company will focus on multi-site manufacturing, flexible configuration of key processes and capacity, and supply chain diversification as its core approach, continuously enhancing operational resilience to ensure stable fulfillment of customer requirements and maintenance of long-term growth momentum even amid external environmental volatility.
II. Overview of Market, Production, and Sales
(I) Market analysis
- Primary sales regions for major products
Unit: NTD thousands
| Year Sales area | 2024 | 2025 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Export Sales | Asia | 9,481,183 | 75.63 | 9,617,625 | 73.45 |
| Americas | 359,390 | 2.87 | 436,693 | 3.34 | |
| Europe | 1,216,959 | 9.71 | 1,211,895 | 9.26 | |
| Other | 57,223 | 0.45 | 40,484 | 0.30 |
138
| Year
Sales area | 2024 | | 2025 | |
| --- | --- | --- | --- | --- |
| | Amount | % | Amount | % |
| Subtotal | 11,114,755 | 88.66 | 11,306,697 | 86.35 |
| Domestic Sales | 1,421,457 | 11.34 | 1,787,219 | 13.65 |
| Total | 12,536,212 | 100.00 | 13,093,916 | 100.00 |
2. Market share
The primary TWSE/TPEx listed companies currently producing discrete components domestically are Taiwan Semiconductor, Diotec Technology, Hongyang-KY, and Crystalwise. The sales value market share of the Company and the aforementioned companies in global discrete components is presented as follows:
Unit: NTD Million
| Year
Item | | 2024 | 2025 |
| --- | --- | --- | --- |
| Total sales value of discrete semiconductors worldwide | | 1,034,235.61 | 971,187.00 |
| PANJIT International | Sale value | 11,507.01 | 11,839.41 |
| | Market share (%) | 1.11 | 1.22 |
| Taiwan Semiconductor Manufacturing Co., Ltd. | Sale value | 6,030.66 | 6,425.23 |
| | Market share (%) | 0.58 | 0.66 |
| Eris Technology Corp. | Sale value | 2,656.51 | 2,636.63 |
| | Market share (%) | 0.26 | 0.27 |
| HY Electronic (Cayman) | Sale value | 963.37 | 833.25 |
| | Market share (%) | 0.09 | 0.09 |
| Amazing Microelectronic Corp. | Sale value | 2,744.68 | 2,456.18 |
| | Market share (%) | 0.27 | 0.25 |
Source:
Total sales value of discrete semiconductors worldwide: World Semiconductor Trade Statistics (WSTS)
Sales value of each company: It is estimated based on the consolidated revenue announced by the Taiwan Stock Exchange Market Observation Post System.
Note: As the revenue details of discrete component products of each company are different and are not announced, the calculation of market share can only be based on the announced consolidated revenue.
3. Future supply, demand and growth of the market
Regarding the main sales product - discrete component, the future supply, demand and growth of the market will be described
From an industry perspective, discrete components are used in virtually all electrical and electronic products, including consumer electronics, personal computers, communications, and automobiles. The market size of discrete components is closely related to the number of newly developed IC products and the production capacity of chip manufacturing facilities. Therefore, shipments in the terminal application market and the overall semiconductor market will have a direct
impact on the industry's performance.
The following is an analysis of the supply, demand and growth of the main end-use markets in the industry:
Research firm IDC indicates that, supported by strong AI demand, global key memory components will face a supply shortage in 2026, as memory manufacturers shift capacity from consumer electronics toward high-end memory products for AI applications in order to capture higher gross margins.
This global memory supply-demand imbalance will suppress demand in the mid-to-low-end smartphone market. IDC forecasts that global smartphone shipments will decline slightly by approximately 0.9% in 2026; however, IDC simultaneously forecasts that the global average selling price of smartphones will increase by 3%–5% year-on-year in 2026, allowing the overall market value to maintain growth. DIGITIMES also indicates that the shipment share of generative AI smartphones and foldable phones is expected to rise from less than 10% in 2024 to 15%–18% in 2026, becoming the core growth driver supporting the high-end market.
In the personal computer segment, similarly under pressure from rising memory and key component costs, IDC estimates that global PC shipments in 2026 will decline by 4.9% compared to 2025, with average selling prices increasing by 4%–6% year-on-year. However, DIGITIMES indicates that AI PC penetration will rise rapidly, with AI PCs expected to account for more than 50% of global notebook shipments in 2026, representing an important growth source for enterprise refresh cycles and the high-end commercial market.
In the electric vehicle market, research institutions generally forecast that global EV sales will continue to grow in 2026. TrendForce estimates that global new energy vehicle sales will reach 20.43 million units in 2025, a year-on-year increase of approximately 25%. Looking ahead to 2026, divergence in the global electrification process will intensify due to varying adjustments in subsidy policies and incentive conditions across regions. In particular, the end of subsidies in the United States is expected to lead to a market decline there. Nevertheless, the global transition trend continues to deepen, and global new energy vehicle sales in 2026 are still expected to grow to 22.8 million units, representing year-on-year growth of 12%. The industry development focus is shifting from "electrification proliferation" to "intelligent upgrading," encompassing advanced driver assistance systems (ADAS), automotive AI chips, and in-vehicle software platforms. TrendForce also indicates that the automotive semiconductor market will maintain double-digit growth through 2026,
139
demonstrating that the EV value chain continues to extend toward higher technology intensity.
Looking ahead to 2026, the global technology end-market, under the dual influences of limited demand recovery and an upward shift in cost structures, is exhibiting a development trend of "stabilizing shipment volumes, rising unit prices, and structural upgrading." Based on research data from IDC, TrendForce, DIGITIMES, and the Industrial Technology Research Institute's Industrial Economics and Knowledge Center, while the three major markets of smartphones, computers, and electric vehicles each face different challenges, their common characteristic is a significantly increasing importance of high-value-added and intelligent applications.
4. Competitive niche
Competitive advantages of the primary sales product — discrete components — are described as follows:
(1) Exceptional and Brand Reputation
The Company has consistently maintained excellent quality, accumulated mature technology and experience over many years, and adopted "zero-defect quality" as its quality management objective. This has not only established a strong reputation and track record, but has also resulted in the attainment of quality certifications including ISO 9001, OHSAS-18001, ISO 14001, ISO/IATF 16949, IECQ QC080000, and ESDS 20.20, maintaining brand credibility and long-term customer trust.
(2) Extensive Technological Experience in Manufacturing
With a sustainable business management philosophy, PANJIT Group's management team continually invests in research, development, and equipment. The team, comprising experts in various fields of R&D and manufacturing processes, applies its extensive semiconductor manufacturing experience toward improving production efficiency. This focus not only simplifies and optimizes processes but also reduces production costs and enhances product quality through the adoption of advanced automation technologies, thereby boosting operational efficiency and competitive edge in the market.
Moreover, in recent years, PANJIT Group has actively invested in fully automated equipment for the production of surface-mount discrete components, along with optimizing production control systems, such as implementing Manufacturing Execution Systems (MES). These investments significantly increase production volume and help reduce the rate of product defects
140
substantially. Currently, PANJIT Group maintains a world-class defect rate of less than 5 PPM (parts per million).
(3) Comprehensive Product Line
PANJIT Group produces a wide range of discrete components catering to various applications and specifications, meeting the one-stop shopping needs of customers. This broad product offering ensures PANJIT's customer base spans a diverse array of electronics companies, safeguarding the group from the economic fluctuations of any single downstream industry. Offering a complete product line to customers represents a significant competitive advantage in the market.
(4) Control Over Raw Material Costs
Typically, discrete component factories focus only on packaging processes. However, larger companies can engage in more complex processes such as chip diffusion and wafer fabrication. If a company is only involved in packaging, its profit margins are limited to processing fees. By including chip diffusion in the manufacturing process, a company gains proactive control over raw material costs. PANJIT Group, for instance, purchases standard wafers and produces chips based on varied product demands, which not only lowers raw material costs but also allows flexible production scheduling to adapt to market changes. This approach enables more direct and effective management of raw materials and finished product sales.
(5) Development of New Products
In response to the market demand for smartphones, tablet computers, and related peripheral products, PANJIT has developed relevant ESD protection components. In particular, the market's adoption of USB4.0/3.2, HDMI x and Type C is becoming more and more mature. The Company continues to develop related HI PIN Count components and won the "Discrete of the Year" at the 2025 Asia Golden Awards to meet customer needs.
PANJIT possesses a diverse product portfolio and the advantage of mass-producing various packages, such as SMD and DFN thin series. The Company is currently working on expanding its existing product lines, including Schottky Diodes, switching Diodes, glass-passivated Diodes, ESD protection components, and MOSFET transistors. Additionally, to meet future energy-saving demands from customers, the Company is developing low forward voltage Schottky Diodes and high-power, low on-resistance MOSFET transistors.
For motor drives, inverters, and electric vehicle inverters that use IGBTs, technologies typically developed by international giants, PANJIT has developed
141
specialized processes to match these advanced technologies. The adoption of next-generation material, the third-generation compound semiconductor SiC MOSFET, allows for the miniaturization of electronic products, overall cost savings, increased reliability, and extended product life, paving the way for PANJIT's entry into the industrial control and automotive sectors. The Company will continue to expand its IC product portfolio encompassing Power IC, Computing Power IC, Signal Chain IC, and Motor Control IC, promoting the integration of discrete components and ICs into comprehensive solutions to respond to customer needs for shorter development cycles and system integration, thereby enhancing product value-added and customer stickiness.
- Favorable and unfavorable factors of development prospects and countermeasures
The advantageous and disadvantageous factors of the development prospect and the countermeasures are described here with respect to the main product - discrete components.
(1) Favorable factors
A. With the adoption of AI applications, the demand for integrated circuit (IC) and discrete components will continue to increase. According to OMDIA's market forecast, the automotive, medical electronics, electric vehicles, industrial control and high-efficiency computing industries continue to grow, so the Company can develop in this direction.
B. Establishment of e-commerce platforms allowing end customers to purchase online, expanding the customer base.
C. Major European and American discrete component manufacturers, such as Vishay and Onsemi, are increasingly seeking external resources due to production cost considerations, including OEM manufacturing opportunities with Taiwan-based manufacturers. In fact, this is the potential customer base of the semiconductor business group of PANJIT or the product line with potential opportunity deriving from.
D. The Company markets under its own brand in Europe, the United States, and Taiwan, and has received broad recognition and adoption from world-class manufacturers. The Company obtained the ISO-9002 certification in 1996 and the IATF 16949 (QS-9000) certification for the very strict quality standards in 1997, making the Company's product quality and image comparable to world-class manufacturers.
(2) Unfavorable factors and countermeasures
A. Taiwan faces a trend of labor shortages.
142
Response: For many years, the Company has been committed to the automation of production equipment, with good results, in order to reduce the dependence on manpower and improve quality. In addition, the introduction of foreign workers also solves the problem of some production manpower shortages.
B. Market competition is becoming increasingly intense.
Countermeasures: Enhance automated production and actively explore the market to win orders, increase the scale of production and reduce production costs; also, use the increased scale to negotiate more favorable terms for procurement and payment. At the same time, we will develop new high value-added products and increase the production proportion of new products to improve the Company's overall gross profit margin.
C. End-demand volatility and inventory cycles may create short-term order pull-in uncertainty.
Response strategy: Diversify risk through application mix management, focusing on markets with more structural demand such as automotive, data centers/computing, industrial, and green energy, while strengthening forecast collaboration with key customers and managing product adoption pacing to enhance order visibility and capacity scheduling efficiency.
(II) Important uses and production processes of major products
The major usage and production process of the main sales product - discrete component are described here.
- Important uses of the main products
Discrete components primarily serve functions of power rectification, protection, energy conversion, and switching in all types of electronic products, and are indispensable components in the circuitry of all categories of electronic products. The Company produces a comprehensive range of product types, widely applied across all categories of electronic products. Their application areas may be broadly categorized as follows:
(1) Computing/AI Data Centers: AI servers, terminals, motherboards, desktop computers, notebook computers, and tablet computers.
(2) Communications: fax machines, switches, telephone systems, set-top boxes, mobile phones, routers, satellite dishes, Ethernet power supplies, and 5G base stations.
(3) Consumer electronics: monitors, printers, business devices, digital cameras, wearable electronics, game consoles, and computer monitors.
(4) Automotive: automotive instrumentation, automotive rectifier, ignition system,
143
ABS, air bag, automotive audio and video system, satellite navigation system, electric vehicle charging pile, electric vehicle on-board charger, 48V power system and water pump, etc.
(5) Green energy: electronic ballasts, UPS, inverters, solar module junction boxes, inverters, and wind-power generators.
(6) Home appliances: televisions, washing machines, air conditioning systems, and refrigerators, etc.
(7) Power Supply: AI 800 high-voltage systems, switching power supplies for all types of electronic products, and fast-charging power supplies.
(8) Industrial Control: AI liquid-cooled/air-cooled fans, power tools, spot welding machines, motor drives, and related applications.
144
2. Production process of main products

Assembly Dept. process flow chart Products (SOD, SOT, MOS)
(III) Supply of main raw materials
The domestic and overseas production plants of the Company all have long-term and stable cooperative relations with partners and raw material suppliers. Therefore, the suppliers can provide sources of goods at the most competitive prices and methods, so that the Company can maintain its advantage in product cost. to provide customers with the best service.
(IV) Customers accounting for $10\%$ or more of total purchases (sales) in either of the two most recent fiscal years — names, purchase/sales amounts and percentages, and reasons for increases or decreases
- Information on major suppliers in the last two years:
There were no significant changes in major suppliers between fiscal years 2025 and 2024.
Unit: NTD thousands
| Item | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| 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 | |
| 1 | Other | 5,213,474 | 100.00% | Other | 5,182,455 | 100.00% | ||
| Net purchase | 5,213,474 | 100.00% | Net purchase | 5,182,455 | 100.00% |
Note 1: List the names of suppliers accounting for more than $10\%$ of the total purchases in the last two years, and the amount and proportion of purchases. However, due to the contractual agreement not to disclose the name of the supplier or the counterparty of an individual and not a related party, it can be coded as.
Note 2: As of the date of publication of the annual report, there is no financial information for the most recent period that has been audited or reviewed by CPAs.
- Information on major customers in the most recent two years:
There were no significant changes in major sales customers between fiscal years 2025 and 2024.
Unit: NTD thousands
| Item | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| 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 | |
| 1 | Other | 12,536,212 | 100.00% | Other | 13,093,916 | 100.00% | ||
| Net sales | 12,536,212 | 100.00% | Net sales | 13,093,916 | 100.00% |
Note 1: List the names of the customers accounting for more than $10\%$ of the total sales in the last 2 years, and the sales amount and proportion. However, if the contract cannot disclose the name of the customer or the counterparty who is an individual and not a related party, it can be coded for them.
Note 2: As of the date of publication of the annual report, there is no financial information for the most recent period that has been audited or reviewed by CPAs.
III. Employee data for the two most recent fiscal years and up to the date of publication of this Annual Report
| Year | 2024 | 2025 | Current year up to March 31, 2026 | |
|---|---|---|---|---|
| Number Of Employees | Management personnel | 227 | 245 | 238 |
| Technicians | 1,307 | 1,305 | 1,313 | |
| Operator | 1,460 | 1,414 | 1,412 | |
| Total | 2,994 | 2,964 | 2,963 | |
| Average age | 38.27 years old | 38.75 years old | 38.81 years old | |
| Average years of service | 7.68 years | 7.98 years | 8.00 years | |
| Education level | Doctoral Degree | 0.27% | 0.27% | 0.27% |
| Master's Degree | 7.15% | 6.82% | 6.82% | |
| College / University | 48.10% | 50.20% | 50.19% | |
| Senior High School | 35.14% | 34.62% | 34.29% | |
| Below Senior High School | 9.34% | 8.09% | 8.43% |
IV. Environmental Protection Expenditure Information
Losses incurred due to environmental pollution in the most recent year and up to the date of publication of this Annual Report, estimated amounts that may occur currently and in the future, and response measures:
| Company Name | Disposition Date | Disposition Reference No. | Violated Regulation | Regulatory Violation Content | Disposition Content | Estimated Amounts That May Occur Currently and in the future, and Response Measures |
|---|---|---|---|---|---|---|
| Panjit International Inc. (Yongan Plant) | 2025.6.27 | Kaohsiung Environmental Bureau Air Penalty Ref. No. 20-114-060026 | Article 23, Paragraph 2 of the Air Pollution Control Act | Failure in 2023 to conduct flow meter (air volume) comparison measurements as required under Article 5, Paragraph 1, Subparagraph 3 of the "Air Pollution Control and Emission Standards for the Semiconductor | Fine of NT$100,000 and 2 hours of environmental education | Engagement of external contractors to conduct flow meter (air volume) comparison measurements in Q3 of each year; regular regulatory compliance reviews; and participation in seminars on the latest regulatory developments on a non- |
147
| Company Name | Disposition Date | Disposition Reference No. | Violated Regulation | Regulatory Violation Content | Disposition Content | Estimated Amounts That May Occur Currently and in the future, and Response Measures |
|---|---|---|---|---|---|---|
| r Manufacturing Industry" | scheduled basis | |||||
| Panjit International Inc. (Gangshan Plant 2) | 2025.5.16 | Kaohsiung Environmental Bureau Water Penalty Ref. No. 30-114-050011 | Article 7, Paragraph 1 of the Water Pollution Control Act and Article 2, Paragraph 1 of the Effluent Standards | Water sample collected at the discharge point showed COD of 135 mg/L, failing to meet effluent standards (standard value: 100 mg/L) | Fine of NT$105,000 and 2 hours of environmental education | Since April 2025, daily COD reagent testing has been implemented to enhance the early warning capability of the wastewater treatment system. Wastewater scheduled inspection reports for the first half of 2025 showed water quality test results within the standard range |
| Panjit International Inc. (Gangshan Plant 2) | 2025.8.12 | Kaohsiung Environmental Bureau Water Penalty Ref. No. 30-114-080007 | Article 14, Paragraph 1 of the Water Pollution Control Act | Upon inspection, it was found that a sulfuric acid dosing pipe had been installed at the rapid-mixing tank (T01-2) of the on-site wastewater treatment facility, and a sulfuric acid chemical drum was also present on-site, but neither had been registered in the permit issued by the Environmental Protection Bureau. | Fine of NT$90,000 and 2 hours of environmental education | It was confirmed that the pipeline was part of obsolete equipment that had not been used for many years. The equipment has been dismantled, and a comprehensive inspection has been conducted to eliminate the risk of discrepancies between on-site equipment and permit specifications. A response letter with improvement |
| Company Name | Disposition Date | Disposition Reference No. | Violated Regulation | Regulatory Violation Content | Disposition Content | Estimated Amounts That May Occur Currently and in the future, and Response Measures |
|---|---|---|---|---|---|---|
| photographs was submitted to the Environmental Protection Bureau on June 27, 2025; improvement has been completed. | ||||||
| Panjit International Inc. (Gangshan Plant) | 2025.8.14 | Kaohsiung Environmental Bureau Water Penalty Ref. No. 30-114-080006 | Article 18 of the Water Pollution Control Act and Article 39 of the Regulations Governing Water Pollution Prevention Measures and Inspection and Reporting Management | Wastewater storage facilities — process wastewater S01 and domestic sewage S02 — were each equipped only with outlet-end water meters, | without inlet-end water meters installed as required by law | Fine of NT$10,000 and 1 hour of environmental education |
V. Labor-Management Relations
(I) 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 and their implementation:
(1) Establish the Employee Welfare Committee and organize regular employee trips, provide wedding and bereavement subsidies, scholarships, consolation funds for injuries and illnesses, holiday gifts, and employee critical illness group insurance.
(2) Labor insurance, health insurance, and various maternity, injury, medical, disability, old age, and death benefits and payments shall be handled in accordance with relevant labor laws and regulations.
(3) Birthday Leave is provided exclusively for employees, allowing employees to arrange paid birthday leave on their birthday at their own discretion. Additionally, a paid corporate volunteer leave of 2 days per year has been introduced for
employees participating in social engagement activities organized by the Company.
(4) The employee stock ownership trust is established. Based on the monthly self-contribution of the employees, the Company contributes incentives correspondingly, which are delivered to the trust. Through the trust mechanism, employees are encouraged to increase their savings by purchasing the The Company creates and shares good performance.
- Training and continuing education system and its implementation:
(1) Propose education and training needs by department, and prepare annual education and training plans based on the Company's development goals and strategies, and then implement and review them, and evaluate employees' effectiveness.
(2) Organize training courses for the improvement and refinement of the management of department heads to strengthen organizational and leadership skills.
(3) In order to strengthen team thinking and management skills, the Company provides the latest management information related publications and e-newsletters so that relevant team members can learn in a timely manner and obtain the latest management information.
(4) Host lectures on diverse topics, and invite personalities from different fields to share new perspectives and trends with the Company's colleagues.
In fiscal year 2025, to enhance employee physical and mental wellbeing, strengthen safety awareness, and foster a diverse and inclusive workplace culture, the Company continued to hold seminars covering a wide range of topics including health management, traffic safety, workplace ethics, environmental sustainability, and cross-generational communication. These included: "Fear Not the Heartbeat, Fear the Heartache" — a cardiovascular disease prevention seminar; "Road Survival Skills" — a traffic safety awareness campaign; "A Friendly Workplace: Respecting Differences Without Crossing the Line" — a DEI and gender equality course; "Green Living in Action" — an environmental and health practices sharing session; "Bridging the Generation Gap" — a cross-generational communication workshop; and "Organize, Declutter, Let Go" — a seminar on creating an orderly work environment and resource reuse. Through systematic knowledge sharing and practical case studies, these programs helped employees enhance self-care capabilities, strengthen risk awareness, implement sustainable actions, and promote mutual understanding and cooperation within the organization, shaping a healthy, safe, and inclusive corporate culture.
(5) Employee professional development and training expenditure for fiscal year 2025 was approximately NT$5.2 million. Statistics on training hours and course content are as follows:
150
| Course type | Total Hours | Course type | Total Hours | Course type | Total Hours |
|---|---|---|---|---|---|
| Business Administration | 26,539 | Quality System | 5,175 | Human Resources and General Affairs | 9,544 |
| Financial Accounting | 94 | Industrial and Environmental Safety | 5,642 | Other | 10,785 |
| Information technology | 2,612 | Training for new recruits | 44,058 | ||
| Production engineering | 216,369 | R&D and design | 489 |
(Note) Training hours are tabulated by combining both internal and external training.
(6) Employees are incentivized to pursue further education through a scholarship and grant system, with language allowances provided for different levels of English proficiency certification.
- Workplace environment and measures supportive of marriage, childbirth, and family care, and their implementation:
To encourage employees to have children and accommodate family care needs, the Company provides comprehensive support measures, including prenatal care and nursing consultations, prenatal examination leave, maternity leave, parental leave without pay, and family care leave (since 2002, exceeding statutory requirements by allowing leave to be taken on an hourly basis), as well as the establishment of lactation rooms and partnerships with contracted childcare centers, to help employees work with peace of mind. In addition, employees with family care needs may, subject to supervisor approval, work remotely.
The implementation results of the aforementioned measures in fiscal year 2025 are as follows:
| Leave Type | Unit | Number of Applicants | Number of Applications | Hours / Days |
|---|---|---|---|---|
| Family Care Leave | Hours | 57 | 262 | 1,451 |
| Maternity Leave | Days | 14 | 20 | 602 |
| Prenatal Examination Leave | Days | 16 | 72 | 68 |
| Parental Leave Without Pay | Days | 12 | 12 | 4,468 |
- Retirement system and its implementation:
In order to protect the financial security of employees after retirement, help employees to make appropriate arrangements before and after retirement and to adapt to the future changes in life, PANJIT Strictly complies with the laws and regulations. According to the "Labor Standards Act (old system)" and the "Labor Pension Act (new system)", and contribute the labor pension to each employee on a monthly basis. As of the end of fiscal year 2025, the proportion of employees under
the old pension scheme was 0.82%; the proportion under the new pension scheme was 99.18%.
Since July 1, 2005, for employees who have opted for the Labor Pension Act, the Company contributes 6% of each employee's monthly wages to their individual labor pension accounts in accordance with the legally prescribed contribution rate (Labor Pension Monthly Contribution Wage Classification Table). Employees may also voluntarily contribute an additional 0–6% to their individual accounts.
For employees under the old pension scheme, contributions are made monthly to a labor retirement reserve fund account in accordance with the proportion prescribed under Article 56, Paragraph 1 of the Labor Standards Act (2% of total monthly employee wages). In addition, starting from 2016, for employees who meet the retirement requirements under Article 53 or 54 of the Labor Standards Act, the full amount of pension fund will be deposited into the labor pension reserve account. The pension fund will be calculated based on the most recent six months the average salary (full salary and overtime pay). The balance in the labor retirement reserve fund account is sufficient to cover the retirement benefits of employees with seniority under the old pension scheme as of fiscal year 2025.
(II) Losses due to labor disputes in the most recent year and up to the publication date of the annual report, and the estimated amount that may be incurred in the present and in the future, and measures to be taken in response: None.
VI. Information and Communications Security Management
(I) Information communication security risk management framework, information communication security policy, specific management plan, and resources invested in information communication security management
As the Company increasingly relies on systematic operations and the execution of various businesses through the Internet, information security has become a major challenge. In the face of increasing threats to global information security, the Company actively improves information security protection and establishes management mechanisms to avoid loss of resources and goodwill, while at the same time, to improve operational efficiency as the active goal.
In order to strengthen the information security defense, in addition to regularly executing social engineering drills, vulnerability scanning, and security policy promotion, the Company also prohibits USB-capable storage devices, introduces a multi-factor authentication mechanism, and adopts the 3-2-1-0 backup principle to achieve 100% system backup to reduce the risk of business interruption and to be able to quickly restore system operation in case of damage, and strive to become an enterprise with outstanding information security maturity.
The Company's management structure, policies and response measures related to cyber
security are as follows:
- Cyber security risk management framework:
In 2021, the Company established an information security action team, which was formally implemented upon the approval of the President. Under the Group's information business, an information security meeting was convened every month to promote information security management and improve information security awareness, and review policies on a regular basis. The Audit Office, as a supervisory and audit unit, will require improvement and report to the Board of Directors upon inspection of deficiencies, and track results to reduce risks.
In order to continuously strengthen the information security framework and comply with laws and regulations, the establishment of a dedicated information security supervisor and a dedicated personnel in 2023 was completed, and the "Information Security Management Committee" was established in 2024. In June of the same year, it obtained ISO 27001 certification was obtained (valid from June 21, 2024, to June 20, 2027), continue to implement relevant operations and accept regular external reviews to maintain compliance and promote continuous improvement to ensure the implementation and continuous supervision of information security.
- ICT security policies:
(1) Each business unit of the Company shall comply with the relevant government laws and regulations (such as the Patent Act, the Copyright Act, the Personal Information Protection Act, the Enforcement Rules of the Personal Information Protection Act, etc.) when conducting business.
(2) Establish the Information Security Management Committee, responsible for the establishment and promotion of the Company's information security management system.
(3) Establish an organizational landscape evaluation mechanism to define the information security policy and the scope of implementation of the information security management system, and to understand the needs and expectations of the organizational landscape and concerned parties.
(4) Formulate the document control operating regulations, and adopt the management principles for the establishment, modification, coding, and issuance of documents related to the legal information security system.
(5) Establish an information asset management mechanism to coordinate the allocation and effective use of limited resources to solve critical security issues.
(6) Establish risk assessment management measures and identify the risks of various types of assets in order to take appropriate risk treatment measures to control and reduce risks to an acceptable level.
(7) Regularly implement business-related information security education and training,
153
and promote information security policies and related implementation regulations.
(8) Establish physical and environmental safety protection measures for the computer room, and perform relevant maintenance on a regular basis.
(9) Clearly regulate the permissions of information systems, network services, and sensitive information to prevent unauthorized access.
(10) Formulation and execution of information security internal audit activities to implement the information security management system and implement corrective measures for non-compliance issues.
(11) Formulate an information security business continuity plan and practice it to ensure that the company's business can continue to operate in case of an emergency.
(12) All personnel of the Company have the responsibility to maintain information security, and shall understand and comply with the relevant information security management regulations, and implement these in their duties.
3. Information communication security management plan:
The Company's response to information security risks is to strengthen the hardware and software prevention mechanisms, and prioritize network security, infrastructure protection, and disaster recovery. The control measures for information and communication security are as follows:
| Item | Cybersecurity Control Measures |
|---|---|
| Access Control | ·Set roles and access clearance, and regularly review the access clearance list. ·Disable access to USB flash drives to prevent information security incidents from jeopardizing corporate operations. |
| Cybersecurity Awareness and Education | ·Provide employee information security training and conduct email social quiz. ·Promote information security policies through screen savers and E-learning videos. |
| Email Controls | ·A spam filtering and blocking system has been implemented, with ongoing awareness campaigns regarding email social engineering attacks. ·Unscheduled email social engineering simulation click-through tests are conducted periodically. |
| System and Network Security | ·A dedicated enterprise-grade wired and wireless network has been built and bound to authorized computers to effectively control network usage. ·Firewalls and IDS/IPS are deployed and vulnerabilities are regularly patched. ·An anti-virus system has been deployed, and real-time |
| network security is being tested. | |
| Data Protection and Security | ·Provide data protection and security information protection, and ensure that the data is protected by the data and the data is protected by the data. |
| Item | Cybersecurity Control Measures |
|---|---|
| patching of company servers and user-end computers is achieved through the Windows update distribution system. ·Purchase vulnerability scanning tools to detect security vulnerabilities at least once every six months, and make improvements based on the major risks and high-risk items in the detection results. | |
| Software | ·Control the installation of personal computer software to prevent unauthorized use of software. |
| System Backup and Recovery Drills | ·Automated backup strategy and regularly tested the restoration capability. ·Annual backup recovery drill exercises are scheduled. |
| Monitoring and Log Management | ·24/7 monitoring of SOC and MDR, and regular analysis of log data. |
| Incident Response and Emergency Response | ·Formulate an emergency response plan and practice the responsive procedure on a regular basis. |
| Internal and Third-Party Audits | ·Regularly perform internal and external information security audits to comprehensively evaluate the effectiveness and compliance of information security measures. ·Implement and supervise information security to improve security and achieve zero information security incidents. |
| Cybersecurity Objectives | ·The number of information security incidents was zero each year. ·Strengthen internal supervision and external security cooperation to reduce risks comprehensively. ·There were no customer data leakage or information communication security incidents. |
4. Invest resources in ICT security management:
The Company's vision for information security is to build a tight and effective information security defense network. Since 2010, we have invested considerable resources every year to reduce the risk of business interruption losses caused by information security issues, with an expectation to become a company with outstanding information security maturity. In order to strengthen information security protection capabilities, the resources invested in information security management this year are as follows:
| Item | Execution Results and Data |
|---|---|
| ISO 27001:2022 | • 12 ISO 27001 project implementation meetings were convened to establish, implement, and maintain an effective Information Security Management System (ISMS). ISO 27001 certification was successfully obtained in June 2024 (validity period: June 21, 2024 – June 20, 2027), with information security implementation and oversight put into practice. |
| Strengthening Cybersecurity Defense | • Detection of SOC information and communication security threats (7x24). |
| • MDR threat tracking and responsive service (7x24). | |
| New Employee Orientation Training | • On-the-job information security awareness training, the contents of the courses include: |
| Information security and protection of personal information, external prevention of hackers, and internal prevention of sensitive data leakage. | |
| Participants: 297 persons | |
| Total hours: 148.5 hours | |
| In-Service Employee Training | • Information security training to improve the ability to prevent insider threats and human errors. |
| Course contents include: | |
| 1. 2025 cybersecurity threat trends and protection measures. | |
| 2. Decoding the hidden cybersecurity risks behind generative AI. | |
| 3. Far Yet Near — A Brief Introduction to Cybersecurity. | |
| Participants: 1,449 persons | |
| Total hours: 1,449 hours | |
| Cybersecurity Awareness Campaigns | • 12 emails information security announcement. |
| Social Engineering Drills | • 'Test employees' ability to respond to social engineering attacks to improve prevention awareness. |
| Number of first-time participants: 711 persons; pass rate: 97.89%. | |
| No. of participants for the second round: 714 persons; pass rate: 97.20%. | |
| Target pass rate reaches 96%. | |
| The annual pass rate of social engineering drills reaches 97.54%. |
156
157
| Item | Execution Results and Data |
|---|---|
| Information Security Contingency Plan | • 'Formulate a plan for responding to information security incidents, and conduct regular drills and tests to ensure that the system can be prevented from attacks and quickly recovered. |
| A total of 12 drills were conducted, which covered: | |
| 1. Backup and restoration drill of primary and secondary systems. | |
| 2. Test the backup mechanism of the primary and secondary systems. | |
| 3. Core switch failure drills. | |
| 4. ERP switch failure drills. |
(III) Losses due to major IT security incidents, possible impacts, and responsive measures in the most recent year to the publication date this report: None.
VII. Important Contracts
Supply and marketing contracts, technical cooperation contracts, engineering contracts, long-term loan contracts and other important contracts that may affect shareholders' interests that are still valid and expired in the most recent year as of the publication date of the annual report
| By company | Nature of the contract | Party | Contract Period | Principal Content | Restrictive Covenants |
|---|---|---|---|---|---|
| PANJIT International Inc. | Syndication loan agreement | 10 financial institutions, including Land Bank of Taiwan. | 2025.07.24 ~ 2030.07.24 | Syndicated credit facility of NT$4 billion | Before all debts are fully paid during the term of the contract, the Company's annual consolidated financial statements must be maintained: |
| a. Current ratio shall not be less than 100% | |||||
| b. The debt ratio shall not be higher than 200% | |||||
| c. The interest coverage ratio shall not be less than 2.5 times | |||||
| d. Net worth shall not fall below NT$10 billion or its equivalent in USD | |||||
| Project Loan Agreement for Taiwanese Businesses Returning to | Taishin Bank | 2019.12.6 ~ 2026.12.5 | Medium-term loan amount NT$600 million | No financial restriction clause |
| By company | Nature of the contract | Party | Contract Period | Principal Content | Restrictive Covenants |
|---|---|---|---|---|---|
| Taiwan | |||||
| Project Loan Agreement for Taiwanese Businesses Returning to Taiwan | Chang Hwa Commercial Bank | 2020.1.16 ~ 2027.1.15 | Medium-term loan amount NT$900 million | No financial restriction clause | |
| Project Loan Agreement for Taiwanese Businesses Returning to Taiwan | First Commercial Bank | 2020.1.16 ~ 2027.1.15 | Medium-term loan facility: NT$1.5 billion | No financial restriction clause | |
| Project Loan Agreement for Taiwanese Businesses Returning to Taiwan | Land Bank of Taiwan | 2020.2.27 ~ 2026.11.15 | Medium-term loan facility NT$1 billion | No financial restriction clause | |
| PAN-JIT ASIA INTERNATIONAL INC. | Syndication loan agreement | First Bank and 11 other financial institutions Ten financial institutions, including First Bank. | 2022.06.28 ~ 2027.06.28 | Signed a syndicated loan of US$80,000 thousand | During the entire credit period, PANJIT International Inc.'s annual consolidated financial statements shall maintain the following: a. Current ratio shall not be less than 100% b. The debt ratio shall not be higher than 200% c. The interest coverage ratio shall not be less than 2.5 times d. The net worth shall not be less than NT$5.3 billion |
Five. Review and Analysis of Financial Position and Financial Performance, and Risks
I. Financial Status
The main reasons and impacts of major changes in assets, liabilities and shareholders' equity in the last two years
Unit: NTD thousands
| Year Item | 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 15,762,527 | 14,213,533 | 1,548,994 | 10.90 |
| Property, plant and equipment | 6,856,339 | 7,322,424 | (466,085) | (6.37) |
| Right-of-use assets | 1,102,997 | 1,143,754 | (40,757) | (3.56) |
| Intangible Assets | 1,631,298 | 1,640,812 | (9,514) | (0.58) |
| Other assets | 4,166,131 | 4,422,141 | (256,010) | (5.79) |
| Total assets | 29,519,292 | 28,742,664 | 776,628 | 2.70 |
| Current liabilities | 7,518,948 | 7,205,790 | 313,158 | 4.35 |
| Non-current liabilities | 5,873,006 | 6,017,030 | (144,024) | (2.39) |
| Total liabilities | 13,391,954 | 13,222,820 | 169,134 | 1.28 |
| Equity attributable to owners of the parent company | 14,672,558 | 14,123,114 | 549,444 | 3.89 |
| Share capital | 3,821,149 | 3,821,149 | - | - |
| Capital reserve | 6,136,024 | 6,072,159 | 63,865 | 1.05 |
| Retained earnings | 5,121,319 | 4,467,978 | 653,341 | 14.62 |
| Other equity | (405,934) | (238,172) | (167,762) | (70.44) |
| Treasury stock | - | - | - | - |
| Non-controlling interests | 1,454,780 | 1,396,730 | 58,050 | 4.16 |
| Total equity | 16,127,338 | 15,519,844 | 607,494 | 3.91 |
| 1. Analysis of changes in the percentage of increase or decrease: (1)Other equity decreased compared to the same period of the prior year, primarily due to increased foreign currency translation losses arising from the appreciation of the New Taiwan Dollar on the financial statements of foreign operations, attributable to the impact of U.S. tariff policies and related factors. 2. Impact: No significant impact. 3. Future response plans: None. |
II. Financial Performance
(I) The main reasons for the significant changes in operating income, net operating profit and net profit before tax in the most recent two years
Unit: NTD thousands
| Item\Fiscal year | 2025 | 2024 | Increase (decrease) amount | Percentage of change |
|---|---|---|---|---|
| Operating revenue | 13,093,916 | 12,536,212 | 557,704 | 4.45 |
| Operating cost | 9,000,956 | 8,939,137 | 61,819 | 0.69 |
| Gross operating profit | 4,092,960 | 3,597,075 | 495,885 | 13.79 |
| Operating expenses | 2,981,676 | 2,784,154 | 197,522 | 7.09 |
| Operating profit (loss) | 1,111,284 | 812,921 | 298,363 | 36.70 |
| Non-operating income and expenses | 567,368 | 454,684 | 112,684 | 24.78 |
| Profit (loss) before tax | 1,678,652 | 1,267,605 | 411,047 | 32.43 |
| Net income (loss) from continuing operations | 1,390,416 | 1,077,404 | 313,012 | 29.05 |
| Net income (loss) for the period | 1,390,416 | 1,077,404 | 313,012 | 29.05 |
| Other comprehensive income for the period (net amount after tax) | (178,479) | 365,080 | (543,559) | (148.89) |
| Total comprehensive income for the period | 1,211,937 | 1,442,484 | (230,547) | (15.98) |
| Net profit attributable to the owners of the parent company | 1,191,631 | 918,523 | 273,108 | 29.73 |
| Net income attributable to non-controlling interests | 198,785 | 158,881 | 39,904 | 25.12 |
| Total comprehensive income attributable to owners of the parent company | 1,024,240 | 1,268,033 | (243,793) | (19.23) |
| Total comprehensive income attributable to non-controlling interests | 187,697 | 174,451 | 13,246 | 7.59 |
| Earnings per share | 3.12 | 2.40 | 0.72 | 30.00 |
| Analysis of changes in the percentage of increase or decrease: 1. Operating profit increased compared to the prior year, primarily because, despite lower selling prices due to exchange rate movements and industry competition, the Company adjusted the product structure and mix of power discrete components during the year by reducing orders for low-gross-margin products and making concerted efforts to reduce costs and liquidate inventory. 2. Non-operating income and expenses were affected by U.S. tariff policies and related factors, with a weakening U.S. dollar and appreciation of the New Taiwan Dollar resulting in net foreign currency exchange losses. However, due to favorable performance from the financial asset investment portfolio, gains on reversal of machinery and equipment impairment, and receipt of government subsidies, overall non-operating income and expenses increased compared to the prior year. |
- Pre-tax net income, net income from continuing operations, net income for the period, net income attributable to owners of the parent, and earnings per share all increased compared to the prior year, for the same reasons as described in items 1 and 2 above.
- Other comprehensive income for the period (net of tax) decreased compared to the prior year, primarily due to reduced foreign currency translation differences on the financial statements of foreign operations resulting from the appreciation of the New Taiwan Dollar, attributable to the impact of U.S. tariff policies and related factors.
- Net income attributable to non-controlling interests increased compared to the prior year, primarily due to an increase in net income attributable to non-controlling interests in the power integrated circuits and components segment.
(II) The expected sales volume and the basis thereof, and the possible impact on the Company's future finance and business, and the responsive plan:
The expected sales volume is mainly based on the future growth and the expected market demand growth. For relevant market research and analysis, please refer to the Future supply, demand and growth of the market (see pages 138-140 of this Annual Report).
III. Cash Flow
(I) Analysis of cash flow changes in the most recent year
Unit: NTD thousands
| Cash balance at the beginning of period | Net cash inflow (outflow) from operating activities for the year | Annual net cash inflow (outflow) | Exchange rate effect | Cash surplus (deficit) | Remedies for Cash Shortage | |
|---|---|---|---|---|---|---|
| Investment plan | Wealth management plan | |||||
| 2,361,159 | 1,419,328 | (1,555,874) | (95,669) | 2,128,944 | None | None |
| Analysis of changes in cash flow for the year: 1. Net cash inflow from operating activities of NT$1,419,328 thousand, primarily comprising net income after tax and depreciation expenses of NT$2,369,192 thousand, and an increase in financial assets at fair value through profit or loss — current of NT$1,274,081 thousand. 2. Net cash outflow from investing activities of NT$393,654 thousand, primarily comprising cash outflow from acquisition of financial assets at fair value through profit or loss of NT$347,046 thousand, cash inflow from disposal of financial assets at fair value through profit or loss of NT$302,724 thousand, and cash outflow from acquisition of property, plant, and equipment of NT$303,730 thousand. 3. Net cash outflow from financing activities of NT$1,162,220 thousand, primarily comprising cash outflow from repayment of short-term borrowings and long-term borrowings of NT$230,341 thousand, and cash outflow from payment of cash dividends of NT$534,961 thousand. In summary, after incorporating the effects of exchange rate movements, the net cash flow for the full year resulted in a net cash outflow of NT$232,215 thousand. |
(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 inflow (outflow) from operating activities for the year | Estimated net cash inflow (outflow) for the year | Projected cash surplus (deficit) amount | Remedies for expected cash shortfall | |
|---|---|---|---|---|---|
| Investment plan | Financing plan | ||||
| 2,128,944 | 2,819,000 | (2,387,800) | 2,560,144 | None | None |
| Changes in cash flows in the coming year: Cash inflow from operating activities is expected to be approximately NT$2,819,000 thousand over the next year, while cash outflows over the next year are expected to increase by approximately NT$2,387,800 thousand due to machinery and equipment investment, payment of cash dividends, and acquisition of equity in TOREX VIETNAM SEMICONDUCTOR CO., LTD. The ending cash balance of NT$2,560,144 thousand indicates no cash shortfall. |
IV. Impact of Material Capital Expenditures in the Most Recent Year on Financial Operations
The capital expenditure of the Company and its subsidiaries in recent years mainly comes from net cash inflow from operating activities, with some bank loans as the funding source. The benefits of capital expenditure have been reflected in the growth of operating profits, which has brought positive impact on the financial business of the Company as a whole.
V. Investment Policy in the Most Recent Year, Principal Reasons for Profit or Loss, Improvement Plans, and Investment Plans for the Coming Year
The Company's investment policy is based on the principle of long-term strategic investment. For fiscal year 2025, investment gains recognized using the equity method in the consolidated financial report amounted to NT$175,706 thousand. In the future, the Company will continue to carefully evaluate investment plans in accordance with operational needs and industry development trends.
VI. Risk Factors
(I) Impacts of changes in interest rates, exchange rates and inflation on the Company's profit and loss in the most recent year and up to the publication date of the annual report, and future responsive measures taken:
- The impact of changes in interest rates and exchange rates on the profit and loss of the Company and its subsidiaries, and future countermeasures
Unit: NTD thousands
| Item | Impact on the Company's profit and loss | Future countermeasures | |
|---|---|---|---|
| Items | 2025 | ||
| Interest rate | Financial cost | 224,288 | Regularly evaluate bank loan interest rates. In addition to maintaining close contact with banks to obtain more favorable loan interest rates, forward interest rate contracts are used for hedging as needed. |
| Exchange rate | Net gain (loss) from foreign currency exchange | (26,028) | Pay close attention to exchange rate trends, and plan for hedging the net positions of foreign currency assets and liabilities to control exchange gains and losses within a reasonable range. |
- Impact of inflation on the profit or loss of the Company and its subsidiaries, and future response measures
Under the government's policy of stabilizing the financial market order and maintaining stable prices, the operations and profits and losses of the Company and its subsidiaries as of the date of publication of the annual report have been limited by the impact of inflation. In the future, the Company will continue to pay close attention to the development of the economic situation, increase the Company's revenue, and reduce the impact of inflation.
(II) Policies on high-risk and high-leverage investments, loans to others, endorsements and guarantees, and derivative transactions in the most recent year and up to the publication date of this annual report, the main reasons for profit or loss, and future responsive measures taken:
- The Company and its subsidiaries do not engage in high-risk or highly leveraged investments.
- The policies on fund lending and endorsement and guarantee of the Company and its
subsidiaries are handled in accordance with the relevant provisions of the Company's fund lending procedures and endorsement and guarantee regulations.
- The derivatives trading policy of the Company and its subsidiaries is implemented in accordance with the derivatives trading procedures set out in the Company's asset acquisition or disposal procedures, with hedging transactions as the main trading method.
(III) Future research and development plans and estimated research and development expenses for the most recent year and up to the date of publication of the annual report:
Through forward-looking thinking and in alignment with industry trends and market developments, the Company will continue to invest heavily in R&D in the coming years to enhance the competitive advantages and market competitiveness of all product categories. The following describes the future R&D plans and estimated R&D expenditures for the primary sales product — discrete components:
- Future R&D plans:
(1) HV MOSFETs:
To improve component efficiency, the trench structure design and other technologies are used to reduce RDS-ON and Capacitance, such as Ciss, Coss, and Crss, which can speed up the switching speed. In addition, such high-voltage power components are applied to power systems or charging facilities. The R&D focuses on ccomponent structure design, packaging materials, thermal path design, and strengthening the internal thermal conductivity mechanism/reducing thermal dissipation of components. In recent years, particularly in the red-ocean market in China, R&D cost has become one of the key elements in development. To address this trend, simplifying process steps, reducing the number of photomasks used, while maintaining the same device breakdown voltage capability, competitive on-resistance, and excellent cost-performance ratios, are important future R&D objectives — and Gen3 was conceived with precisely these objectives in mind.
(2) MV MOSFETs:
The main research and development direction of this type of medium voltage power application components is the same as that of HV MOSFETs. In addition, due to the increasing demand for automotive/electric vehicles (Automotives/EVs), the development of automotive-grade MV MOSFETs products is also a focus of research and development. In addition, the Company will focus on further reducing Rsp and improving Switch Performance (FOM). With the prevalence of the AI market, the product characteristic required for Hot Swap applications is
164
Wide SOA. This application is unconcerned with FOM (Figure of Merit) and is primarily intended to prevent excessive inrush current caused by interaction with the system's large capacitors at the moment of power-up when a redundant power supply is inserted. Products of this type are also under concurrent development.
(3) IGBTs:
This device is a high-speed power device that combines the advantages of MOSFET and Bipolar Junction Transistor (BJT) applications, and is mainly processed by Field-Stop Trench Technology. Designed with high cell density (High Density Trench Cells) and Optimization of Field-Stop Layer. The purpose is to obtain a higher power gain than the existing BJT, and to minimize its switching loss (Switching Loss Minimization) and enhance short-circuit tolerance at extremely high switching frequencies.
(4) FREDs:
The second generation of product development further optimizes switching speed and forward conduction voltage, and develops IGBT Co-Package FRED products to expand the scale of existing FRED products.
(5) PMR:
PMR is a rectifier diode that replaces the Schottky barrier with a MOS structure, achieving low forward voltage drop while significantly improving high-temperature leakage and reliability, combining the conduction efficiency of Schottky diodes with the reliability and stability of PN diodes, serving as an extension and enhancement of the existing rectifier product line.
(6) SiC SBDs:
Under high-frequency switching, minimizing switching losses and optimizing cost are the key R&D objectives.
(7) SiC MOSFETs:
SSilicon carbide (SiC) is a wide bandgap semiconductor material that is resistant to high voltage and has fast carrier transfer speed (High Electron Mobility). It often takes the lead in high-end applications such as electric vehicles and green energy under high frequency, high voltage and high temperature. Its component structure design and exclusive process development are the focus of research and development.
(8) GaN HEMTs:
GaN is a wide bandgap compound semiconductor material. It features the special polarizing effect, namely Piezoelectric Polarization and Spontaneous Polarization. In the absence of dopant, the polarizing effect can make the AlGaN/GaN
165
heterostructure grow near the interface. Two-dimensional electron gases (2DEG) will be generated. Took the advantage of the 2DEG, the electron mobility transistor Enhancement-Mode High Electron Mobility Transistor (HEMT) is manufactured, which has a much higher speed than MOSFET. A collaboration with a GaN HEMTs specialist unit is currently planned, with Panjit designing the device structure and filing invention patents to pave the way for near-term product development.
2. Estimated R&D expenses:
Units: NTD thousands
| Product line | Products to be developed | Estimated investment in R&D: R&D expenses |
|---|---|---|
| HV MOSFETs (Super Junction Technology) | HV SJ MOSFET 600V Gen.3 | 6,895 |
| MV MOSFETs (Shielded-Gate Technology) | MV SGT MOSFET 100V Gen.2 (Performance optimization) | 3,653 |
| MV SGT MOSFET 80V Gen.2 (Performance optimization) | 3,653 | |
| MV SGT MOSFET 60V Gen.2 | 8,650 | |
| MV SGT MOSFET 40V Gen.2 | 7,530 | |
| Wide SOA MOSFET | U-Series 100V Gen.1 | 9,630 |
| Temperature Sensing FET | Sensing FET 30V | 3,760 |
| FREDs | FRED 1200V/650V Gen.2 (Performance optimization) | 3,600 |
| IGBTs (Field-Stop Trench Technology) | FST- IGBT 1200V Gen.1 | 6,300 |
| FST-IGBT 650V Gen.1 | 4,200 | |
| SiC SDBs | SiC SDBs 1200V/650V G2 | 3,000 |
| SiC MOSFETs | SiC MOS 1200V/650V G1 | 12,980 |
| PMR | PMR 20V~40V Gen1 | 6,980 |
(IV) Impacts of changes in important domestic and foreign policies and legal changes on the Company's financial operations in the most recent year and up to the date of publication of the annual report, and responsive measures:
In addition to complying with relevant laws and regulations, the Company and its subsidiaries also pay attention to important domestic and foreign policies and legal changes at all times. Therefore, there is no significant impact on the Company's financial business due to important domestic and foreign policies and legal changes.
(V) Impacts of changes in technology and industry on the Company's financial operations in the most recent year and up to the date of publication of the annual report, and responsive measures:
Regarding the separation device, the main product sold, the impact of changes in technology and industry on the Company's finance and business and the countermeasures are described.
Discrete components are widely used in various electronic devices. Their main uses include frequency conversion, rectification, voltage conversion, power amplification, power control, etc. They are the cornerstone of the electronics industry. With technological changes and industrial changes, the market demand for discrete components is increasing. The Company has a complete product line and actively invests in R&D to develop various high-performance high-power discrete components to meet market trends and improve the Company's competitiveness. Therefore, changes in technology and industry changes will have a positive impact on financial operations.
(VI) Impacts of changes in corporate image on corporate crisis management in the most recent year and up to the date of publication of the annual report, and responsive measures:
The Company and its subsidiaries have always adhered to the business philosophy of integrity, compliance with laws, and fulfillment of social responsibilities. Therefore, the Company's corporate image has always been good. In the most recent year and as of the date of publication of the annual report, no material events affecting the Company's corporate image have occurred.
(VII) Expected benefits and possible risks associated with any mergers and acquisitions in the most recent year or during the current year up to the date of publication of the annual report, and mitigation measures being or to be taken:
The Company and its subsidiaries had no plans for mergers and acquisitions in the most recent year and as of the printing date of this annual report.
(VIII) Expected benefits and potential risks associated with any plant expansion in the most recent year and up to the publication date of the annual report, and mitigation measures
167
being or to be taken:
The expansion of the Company's and its subsidiaries' plants is based on prudent assessments of existing production capacity and future operational growth. All major capital expenditures have been submitted to the Audit Committee and Board of Directors for review, with investment benefits and possible risks being duly considered.
(IX) Risks associated with any concentration of purchases or sales during the most recent year or during the current year up to the date of publication of the annual report, and mitigation measures being or to be taken:
Regarding the main sales product - discrete component, the risks and countermeasures of concentration of purchase or sales are described.
There is no excessive concentration of sales, but purchases are concentrated by subsidiaries within the group Sales are the responsibility of the Group's internal companies, in order to achieve the maximum complementarity of product lines among the Group's companies, thereby enhancing product competitiveness and the company's profitability. In addition, excluding the adjustment of products among the groups, the Company's purchase customers are not excessively concentrated, so the risk of purchase concentration faced by the Company should be insignificant.
(X) In the most recent year and up to the publication date of the annual report, any significant transfer or change of shares of a director or shareholder holding more than 10% of the shares to the Company, the risk to the Company, and mitigation measures being or to be taken:
No director or major shareholder with a stake of more than 10% in the most recent year and as of the printing date of the annual report has any significant shareholdings transferred or replaced.
(XI) Impacts and risks of any change in management on the Company in the last year up till the publication date of the annual report, and responsive measures taken:
In the most recent year and up to the date of publication of the annual report, there was no change in the Company's operating rights.
(XII) Any litigious or non-litigious events in the most recent year and up till the publication date of this annual report that the Company, its directors, general managers, persons in charge, major shareholders holding more than 10% of the shares, and subsidiaries have been ordered to confirm or not to be held liable; Disclose the facts of the dispute, the amount of money involved, the date the litigation began, the main parties involved, and the handling of a major litigation, non-litigation, or administrative dispute that may have
168
a significant impact on shareholders' equity or securities prices:
- On February 3, 2026, the Company received service documents entrusted by the Ciaotou District Court. The details of the documents are as follows:
This case involves the law firm “Baker & McKenzie” of Illinois, U.S.A., filing a lawsuit with the District Court of Dallas County, Texas, against the Company for payment of service fees in the amount of US$4,307,260.37, together with default interest, attorneys’ fees, and litigation expenses. Since receiving the complaint, the Company has retained legal counsel to handle the matter in order to safeguard the Company’s rights and interests. The Company has appropriately accrued the aforementioned service fees; therefore, this legal case has no material impact on the Company’s finance or business operations.
- On April 15, 2026, the Company’s indirect subsidiary, EC SOLAR C1 SRL, received a court notice of provisional attachment in connection with a criminal investigation regarding the eligibility for subsidies related to its solar power sales revenue. Considering that the investigation may take a considerable period of time, the Italian court adopted precautionary asset preservation measures by imposing a provisional attachment up to the amount equivalent to the subsidies of EUR 55,852 thousand.
This case arose from a dispute over construction payments between EC SOLAR C1 SRL and its engineering contractor, Ricciarelli. The contractor filed a complaint with the Italian prosecutors alleging that EC SOLAR C1 SRL improperly obtained eligibility for Italian subsidies and the related subsidy payments. Currently, the solar power plant of EC SOLAR C1 SRL continues to operate normally and generate electricity sales revenue. The Company has engaged local legal counsel to actively handle the relevant legal proceedings in order to fully protect the Company’s rights and interests. As of the publication date of the Annual Report, the relevant legal proceedings are still ongoing, and the Group is unable to reasonably assess the impact of this litigation on the Group.
(XIII) Other material risks and response measures: No such circumstances.
VII. Other Important Matters
None.
169
170
Six. Special Notes
I. Information on Affiliated Enterprises
(I) Consolidated business report of affiliated enterprises
The information has been announced and reported on the information reporting website designated by the FSC.
Query path: Market Observation Post System > Single Company > Electronic Document Download > Affiliated Enterprise Financial Statements Section
Query URL: https://mopsov.twse.com.tw/mops/web/t57sb01_q10
(II) Consolidated financial statements of affiliated enterprises
For FY 2025 (from January 1 to December 31, 2025), the companies that should be included by the Company in the preparation of the consolidated financial reports of affiliates in accordance with the "Standards for the Preparation of Consolidated Business Reports, Consolidated Financial Statements and Related Reports of Affiliates" are the same as the companies to be included in the preparation of the parent-subsidiary consolidated financial statements in accordance with International Financial Reporting Standard No. 10. The relevant information to be disclosed in the consolidated financial reports of affiliates has been disclosed in the above-mentioned parent-subsidiary consolidated financial reports. Therefore, the consolidated financial statements of affiliates will not be prepared separately.
(III) Affiliation report: None
II. Private placement of securities in the most recent year and up to the date of publication of this Annual Report — The date and amount approved by the shareholders' meeting or Board of Directors, the basis and reasonableness of the pricing, the method of selecting specific persons, the reasons necessitating the private placement, the targets, qualification requirements, quantity subscribed, relationship with the Company, participation in Company management, actual subscription (or conversion) price, difference between the actual subscription (or conversion) price and the reference price, impact of the private placement on shareholders' equity, fund utilization status from the time
full payment is received until completion of the fund utilization plan, plan execution progress, and manifestation of plan benefits.
The Company has not conducted any private placement of securities in the most recent year or up to the date of publication of this Annual Report.
III. Other necessary supplementary explanations
None.
IV. Matters with material influence on shareholders' equity or securities prices as defined by Subparagraph 2 of Paragraph 3 of Article 36 of the Securities and Exchange Act that occurred in the most recent year and up to the date of publication of this Annual Report
No such situation.
171
PANJIT International Inc.
Responsible Person:
Ming-Ching Fang