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Ta Chen Stainless Pipe Co., Ltd. Annual Report 2025

Jun 30, 2026

51953_rns_2026-06-30_4811b2ca-b206-4fbe-a942-771d505c9f01.pdf

Annual Report

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Stock Symbol: 2027

TA CHEN STAINLESS PIPE CO., LTD

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Annual Report Query Website: http://mops.twse.com.tw

Company Website: www.tachen.com.tw

Year 2025 (January 1, 2025 to December 31, 2025) Annual Report

Published on: April 30, 2026


I. Name, Job Title, Contact Tel. and E-mail Addresses of Spokesperson and Deputy Spokesperson:
Name of Spokesperson: Bing-Wen Lin
Job Title: Internal Audit Manager
Tel.: (06)270-1756
E-mail Address: [email protected]

Name of Deputy Spokesperson: Di-Jin Chang
Job Title: Deputy General Manager
Tel.: (06)270-1756
E-mail Address: [email protected]

II. Addresses and Tel. of Headquarter, Branch Offices and Plants:
Company Address: No.125, Xintian 2nd St., Rende Dist., Tainan City
Tel.: (06)270-1756

Stainless Steel Pipe Factory
(Tainan’s 1st Factory): No.125, Xintian 2nd St., Rende Dist., Tainan City
Fielded Pipe Components Factory (Tainan’s 2nd Factory):
Tel.: (06)270-1756

Curtain Board Factory: No.3, Ln. 138, Xintian 2nd St., Rende Dist., Tainan City
Tel.: (06)270-1756

Valve Factory: No.122, Yilin Rd., Rende Dist., Tainan City
Tel.: (06)270-1756

Taipei Office: Rm. 3, 5F., No.36, Ln. 48, Sec. 3, Nanjing E. Rd., Zhongshan Dist., Taipei City
Tel.: (02)2506-7067

III. Name, Address, Website and Tel. of Bodies for Stock Transfer:
Name: President Securities Corp. (Registrar Department)
Address: B1, No.8, Dongxing Rd., Songshan Dist., Taipei City
Tel.: (02)2746-3797
Website: http://www.pscnet.com.tw

IV. Name of Auditors, Accounting Firm, Address, Website and Tel. of Recent Financial Reports:
Name of Auditors: Chi-Chen Lee, Chang-Chun Wu
Name of Accounting Firm: Deloitte & Touche
Address: 13F., No.189, Sec. 1, Yongfu Rd., West Central Dist., Tainan City
Tel.: (06)213-9988
Website: http://www.deloitte.com.tw

V. Name of Trading Bodies where Foreign Securities are Listed for Trading and Method for Checking Overseas Securities Information: None

VI. Company website: http://www.tachen.com.tw


Content

Page

  1. Report to Shareholders ... 1
    1.1 Business Report of the Previous Fiscal Year ... 1
    1.2 Business Summary of the Current Fiscal Year ... 5

  2. Corporate Governance Report ... 6
    2.1 Information of Directors, Supervisors, CEO, Deputy CEO, Senior Manager, Head of Departments and Branch Organizations ... 6
    2.2 Remuneration of Directors, independent directors, supervisors, general managers and deputy general managers in the recent fiscal year ... 19
    2.3 Operation of Company Governance ... 24
    2.4 Auditor Reimbursement Information ... 58
    2.5 Information on Change of Auditors ... 59
    2.6 If Company Directors, CEO, Managers of Financial or Accounting Affairs Have Worked For and Auditing Office or Affiliates in The Previous Year ... 60
    2.7 Changes in Equity Transfer and Pledge for Directors, Supervisors, Managers and Major Shareholders ... 61
    2.8 Shareholding Ratio Accounts for the Relationship Between the Top Ten Shareholders ... 62
    2.9 Comprehensive Shareholding Ratio ... 63

  3. Fundraising ... 64
    3.1 Source of Equity ... 64
    3.2 Major Shareholders ... 65
    3.3 Company Dividend Policy and Implementation ... 66
    3.4 Impact of The Current Free Placement of the Company’s Operating Performance and Earnings Per Share ... 66
    3.5 Salary of Employees, Directors and Supervisors ... 66


Page

3.6 Shares Bought Back of The Company 67
3.7 Corporate Debt Processing 67
3.8 Special Stock Processing 67
3.9 Overseas Depositary Receipt Processing 67
3.10 Employee Stock Option Certificate Processing 67
3.11 Limitation of Employees' Rights for New Shares 67
3.12 Merging, Acquisition or Transfer of Shares of The Company to Issue New Shares 67
3.13 Execution of Funding Plans 67

  1. Operation Overview 68

4.1 Business Item 68
4.2 Market, Production and Sales Overview 78
4.3 Employee Information of The Recent Two Years Until Publishing Date of This Annual Report 84
4.4 Information of Environmentally Friendly Expense 85
4.5 Labor Relationships 85
4.6 Cyber Security Management 86
4.7 Important Contracts 92

  1. Review Analysis and Risk Matters of Financial Status and Financial Performance 93

5.1 Comparative Analysis of Financial Status of Recent Two Years 93
5.2 Comparative Analysis of Financial Performance of Recent Two Years 94
5.3 Review and Analysis of Cash Flow 96
5.4 Impact of Major Capital Expenditures on Financial Operations in The Recent Fiscal Year 96
5.5 Major Reasons for the Recent Annual Investment Policy, Profit or Loss, Improvement Plan and Investment Plan for The Upcoming Fiscal Year 97
5.6 Evaluative Analysis of Risk Matters of the Recent Fiscal Year Until Publishing Date of This Annual Report 99


Page

5.7 Other Important Items ... 100

  1. Special Items ... 101
    6.1 Related Information of Affiliates ... 101
    6.2 Private Equity Securities of the Recent Fiscal Year Until Publishing Date of This Annual Report ... 101
    6.3 Other Necessary Supplementary Items ... 101
    6.4 If There Is Any Significant Impact On Shareholders’ Equity or Securities Prices in Article 36, Paragraph 2, Section 2 of the Securities Exchange Act in the Recent Fiscal Year Until Publishing Date of This Annual Report ... 101

1. Report to Shareholders

1.1 Business Report of the Previous Fiscal Year (2025 Fiscal Year – January 1, 2025 to December 31, 2025)

(I) Implementation results of the business plan of the Previous Fiscal Year:

  1. Implementation of the Business Report of the Previous Fiscal Year:

The turnover of the Company in 2025 is NT$101,814,599 thousand, which is NT$11,416,115 thousand more than that in 2024, with a increase of 13%; profit before tax is NT$10,769,842 thousand, which is NT$4,205,168 thousand more than that of 2024, with a increase of 64%. The detailed reasons of which are as follows:

(1) Stainless Steel Department
Unit: NTD Thousands / Tons

2025 2024 Increase (Decrease) Increase (Decrease) %
Operating Revenue 35,312,903 33,619,025 1,693,878 5
Operating cost 27,382,143 28,733,067 ( 1,350,924) (5)
Gross Profit 7,930,760 4,885,958 3,044,802 62
Sales Volume 185,010 183,114 1,896 1
Production Volume 202,240 187,347 14,893 8
Unit Price 191 184 7 4
Unit Cost 148 157 (9) (6)

In 2025, affected by U.S. tariff increases and expectations of interest rate cuts, customer demand stabilized. Selling prices gradually reflected the impact of the tariffs, leading to higher unit selling prices and improved product gross margins. As a result, gross profit increased by NT$3,044,802 thousand compared to 2024, representing a 62% increase.


(2) Fastener Department
Unit: NTD Thousands / Tons

2025 2024 Increase (Decrease) Increase (Decrease)%
Operating Revenue 21,578,741 20,676,603 902,138 4
Operating Income 13,254,014 13,408,223 ( 154,209) (1)
Gross Profit 8,324,727 7,268,380 1,056,347 15
Sales Volume 165,501 164,674 827 1
Production Volume 178,593 173,618 4,975 3
Unit Price 130 126 4 3
Unit Cost 80 81 (1) (1)

The order volume for fastener products in 2025 was comparable to that of 2024. However, due to tariff-related issues, the Company's U.S. subsidiary moderately increased the selling prices of fastener products during the current year, resulting in higher revenue. Meanwhile, costs remained stable due to the advantage of low-cost inventory on hand. As a result of the above factors, gross profit for the current year increased by 15% compared with the previous year.

(3) Aluminium Product Department
Unit: NTD Thousands / Tons

2025 2024 Increase (Decrease) Increase (Decrease)%
Operating Revenue 42,722,344 33,585,449 9,136,895 27
Operating Income 34,563,718 29,497,537 5,066,181 17
Gross Profit 8,158,626 4,087,912 4,070,714 100
Sales Volume 264,626 234,202 30,424 13
Production Volume 256,899 238,110 18,789 8
Unit Price 161 143 18 13
Unit Cost 131 126 5 4

In 2025, affected by the U.S. tariff increases and expectations of interest rate cuts, customer demand gradually stabilized. Selling prices progressively reflected the impact of tariffs, resulting in higher average selling prices and improved product gross margins. Consequently, gross profit increased by NT$4,070,714 thousand compared with 2024, representing an increase of 100%.


(4) Window decoration and other product department
Unit: NTD Thousands / Tons

2025 2024 Increase (Decrease) Increase (Decrease) %
Operating Revenue 2,200,611 2,517,407 ( 316,796) (13)
Operating Income 1,439,550 1,672,036 ( 232,486) (14)
Gross Profit 761,061 845,371 ( 84,310) (10)
Sales Volume Note Note - -
Production Volume Note Note - -
Unit Price - - - -
Unit Cost - - - -

Note : Not applicable due to unit differences.

This pertains to the window coverings and forged products business. In 2025, due to the continued downturn in the housing market, revenue from window coverings declined, resulting in an overall decrease in gross profit of NT$84,310 thousand, representing a decrease of 10%.

(II) Execution of Operating Income and Expense Budget: Not Applicable

(III) Financial Income and Expenses:
Unit: NTD thousands

Item 2025 2024 Amount Increased / Decreased
Net Cash Inflow from Operating Activities 3,005,741 15,249,191 ( 12,243,450 )
Net Cash Outflow from Investing Activities ( 8,205,710 ) ( 6,480,002 ) ( 1,725,708 )
Net Cash Inflow (Outflow) of Fundraising Activities 8,118,895 ( 11,211,247 ) 19,330,142
  1. Mainly due to increased inventory purchases in 2025 as a result of tariffs and rising demand, leading to a greater net cash outflow from operating activities compared with the previous year.
  2. Mainly due to increased capital expenditures related to the U.S. plant expansion and the acquisition of subsidiaries in 2025, resulting in a higher net cash outflow.

  1. Mainly due to cash capital increases and the disposal of treasury shares during the current year, resulting in a higher net cash inflow.

(IV) Analysis of Profitability:

2025 2024
Return on Assets (%) 6.35 4.10
Return on Shareholders’ Equity (%) 9.74 6.12
Ratio of Operating Profit in Paid-in Capital (%) 54.39 25.11
Ratio of Net Profit Before Tax in Paid-in Capital (%) 41.67 26.97
Net Profit Rate (%) 8.05 5.22
Earnings per Share (NTD) – After Tax 2.88 1.53

In 2025, affected by the U.S. tariff increases and expectations of interest rate cuts, customer demand gradually stabilized. Selling prices progressively reflected the impact of tariffs, resulting in higher average selling prices and improved product gross margins. Accordingly, both profit before tax and net profit increased compared with 2024.

(V) Research Development:

For the goal to become a professional manufacturer of vertical and horizontal stainless steel industry and relevant products, apart from improving the quality and research efficiency of existing products, the Company also aggressively reaches out to the field of plastic and wooden curtain products, and have achieved good results of its work.

  • 4 -

1.2 Business Summary of the Current Fiscal Year (January 1st, 2026 to December 31st, 2026)

(I) The operating policies for the current fiscal year are as follows:

  1. Improve production and marketing to lower costs and increase product competitiveness.
  2. Strengthen the marketing channel expansion of the US subsidiary and increase revenue and profits.

(II) The Company’s expected sale volume and basis of which in 2026 are as follows:

Unit: Tons

Major Products Annual Expected Sale volume (Ton) Basis
Stainless Steel Products 200,000 Past sales performance and expected supply and demand situation of the current fiscal year
Screws and Screw-Nuts 200,000
Aluminium Products 280,000
Window decoration product 20,000
Total 700,000

(III) Important Production and Marketing Policy

  1. Continue to expand foreign market.
  2. Increase efficiency of machine equipment production.
  3. Strict quality control for stable product quality.
  4. Comprehensive information operation, increase business management efficiency, strengthen Company’s competitiveness.

1.3 Development strategy of the Company in the future: Link closely the golden triangle of “Taiwan Operation”, “Global Production” and “Global Sales”, creating a new pattern for traditional industries.

1.4 Impact of external environment of competition, regulatory environment and overall business operation environment

  1. Pricing competition of the steel market is fierce. Paired with trade barriers in various countries around the world, dumping cases are not uncommon.
  2. The impact of the regulatory aspect is relatively low.
  3. Stainless steel, screws, screw-nuts and aluminium products are all basic materials of industrial development, which is closely related to the performance of the overall economic environment.

Chairman: Li-Yun Hsieh

CEO: Rung-Kun Shieh


  • 6 -

2. Corporate Governance Report

2.1 Information of Directors, Supervisors, CEO, Deputy CEO, Senior Manager, Head of Departments and Branch Organizations

(I) Directors and Supervisors:

April 18th, 2026

Post Nationality or Country of Registration Name Gender / Age Distribution (note 10) Date of Inauguration Duration (year) Date of Initial Inauguration Sharehold by Time of Election Current Sharehold Current Sharehold of Partner, Underaged Children Sharehold in The Name of Others Main History of Education Other Posts in This Company or Other Companies Partner or Close Relatives in The Posts of Other Managers, Directors or Supervisors Remarks
Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Post Name Relationship
Chairman Taiwan (R.O.C.) Li-Yun, Hsieh (note 6) Female/D June 26th, 2023 3 June 15th, 2006 119,884 0.01% 150,508 0.01% 521,302 0.02% Graduated from Tatung Institute of Commerce and Technology, Banking Financial Manager, Ta Chen Stainless Pipe Co., Ltd.
Chairman of Ta Chen (Changsu) Machinery Co., Ltd.
Chairman of Ta Chen (Boye) Machinery Co., Ltd. Note 1 Director/CEO Rung-Kan Shich Younger Brother None
Company Representative: Wei-Yi Investment Co., Ltd. 156,461 0.01% 196,430 0.01% None
Director Taiwan (R.O.C.) I-Lan Ou (note 7) Female/C June 26th, 2023 3 June 26th, 2023 2,889,584 0.14% 2,928,500 0.11% Graduated from National Taiwan University, Civil Engineering
Graduated from North Carolina State University, MSc Civil, Construction, Environment Engineering, China Engineering Consultants, Inc.
Director of San Pao Wang Yueh Co., Ltd.
Director of He De Co., Ltd.
President of Liji Industrial Co., Ltd. Chairman of Liji Industrial Co., Ltd.
Director of Brighton-Best International Inc. (Taiwan)
Supervisor of He De Co., Ltd.
Supervisor of Ta Chen Empire Co., Ltd.
Chairman of Li Zhi Investment Co., Ltd. None
Company Representative: Li Zhi Investment Co., Ltd. 371,968 0.02% 466,989 0.02% None

Post Nationality or Country of Registration Name Gender / Age Distribution (note 10) Date of Inauguration Duration (year) Date of Initial Inauguration Sharehold by Time of Election Current Sharehold Current Sharehold of Partner, Underaged Children Sharehold in The Name of Others Main History of Education Other Posts in This Company or Other Companies Partner or Close Relatives in The Posts of Other Managers, Directors or Supervisors Remarks
Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Post Name Relationship
Director Taiwan (R.O.C.) Shi-Hsien, Tu Male/B June 26^{th}, 2023 3 June 19^{th}, 2008 6,409,386 0.32% 8,046,716 0.31% 9,229
Director Taiwan (R.O.C.) Rang-Kun Shich (Note 8) Male/D June 26^{th}, 2023 3 June 19^{th}, 2017 33,858,048 1.67% 70,391,866 2.72%
Company Representative: Tu Ying Cheng Investment Co., Ltd. 79,251,507 3.91% 95,101,808 3.68%
Director Taiwan (R.O.C.) Chao-Jin Tsai Male/C June 26^{th}, 2023 3 June 10^{th}, 2011 3,414,317 0.17% 4,097,180 0.16% 458
Director Taiwan (R.O.C.) Yong-Yu Tsai (note 9) Male/C August 30^{th}, 2023 3 June 22^{th}, 2020 706,349 0.03% 1,719,618 0.07% 3,510,472 0.14%
Director Taiwan (R.O.C.) Erb-Yi Hsieh Male/A June 26^{th}, 2023 3 June 26^{th}, 2023 963,671 0.05% 1,126,552 0.04%
Director Taiwan (R.O.C.) Mei-Feng Lin Female/C June 26^{th}, 2023 3 June 19^{th}, 2017 208,561 0.01% 352,224 0.01%

Post Nationality or Country of Registration Name Gender / Age Distribution (note 10) Date of Inauguration Duration (year) Date of Initial Inauguration Sharehold by Time of Election Current Sharehold Current Sharehold of Partner, Underaged Children Sharehold in The Name of Others Main History of Education Other Posts in This Company or Other Companies Partner or Close Relatives in The Posts of Other Managers, Directors or Supervisors Remarks
Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Post Name Relationship
Company Representative: Linfangjin Charitable Foundation 2,326,797 0.11% 2,607,156 0.10% None
Independent Director Taiwan (R.O.C.) Chun-An Sheu Male/D June 26^{th}, 2023 3 June 19^{th}, 2017 36,412 Note 5 Compensation Committee member and Audit Committee member of the Company None
Independent Director Taiwan (R.O.C.) Ming-Chang Shen Male/D June 26^{th}, 2023 3 June 19^{th}, 2017 Graduated from Fu Jen University, Business Management Member of Compensation Committee of Ta Chen Stainless Pipe Co., Ltd. Senior Associate General Manager of Yuanta Core Pacific Securities Co., Ltd. Bonds and Finance Manager of Union Bank of Taiwan Director of Entie Securities Finance Co. Compensation Committee member and Audit Committee member of the Company; Independent Director, Compensation Committee member and Audit Committee member of Brighton-Best International (Taiwan) Inc Independent Director, Compensation Committee member and Audit Committee member of Right Way Industrial Co., Ltd. None
Independent Director Taiwan (R.O.C.) Guang-Hsiang Wang Male/D June 26^{th}, 2023 3 June 19^{th}, 2017 803 963 3,471 University of Taiwan, MSc Administrative Leadership (Studied for 3 years, with 40 credits) Department of General Affairs Manager Compensation Committee member and Audit Committee member of the Company Independent Director, Compensation Committee member and Audit Committee member of Right Way Industrial Co., Ltd. None
Independent Director Taiwan (R.O.C.) Kuang-Tzu Wang Female/B August 30^{th}, 2023 3 August 30^{th}, 2023 EMBA Master, NCCU Department of Public Finance, National Chengdu University Vice-President of Cathay Venture Inc. President of Cathay Investment Inc. Manager of International Investment Department, Cathay Life Insurance Co., Ltd. Director of Symphox Information Co., Ltd. Compensation Committee member and Audit Committee member of the Company; Independent Director, Compensation Committee member and Audit Committee member of Brighton-Best International (Taiwan) Inc None
  • 8 -

Post Nationality or Country of Registration Name Gender / Age Distribution (note 10) Date of Inauguration Duration (year) Date of Initial Inauguration Sharehold by Time of Election Current Sharehold Current Sharehold of Partner, Underaged Children Sharehold in The Name of Others Main History of Education Other Posts in This Company or Other Companies Partner or Close Relatives in The Posts of Other Managers, Directors or Supervisors Remarks
Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Number of Shares Sharehold Ratio Post Name Relationship
Director of Cathay Securities Investment Consulting Co., Ltd. Director of Taipei Financial Center Corp.

Note 1: Chairman of Brighton-Best International (Taiwan) Inc., Chairman of Ta Chen (B.V.I.) Holdings, Ltd., Chairman of Shijiazhuang Tachen Jitai Machinery Co., Ltd., Director of Brighton-Best International (UK), Limited., Director of Brighton-Best International (AU), Pty Ltd., Director of Brighton-Best International (NZ), Limited, Chairman of WEI MEI ROLLER BLIND CO., LTD., Chairman of Ta Chen Empire Co. Ltd., Director of Ta Chen (Hong Kong) Corp. Limited, Chairman of Ta Chen Lung Mei Home Life Co., Ltd., Chairman of Wei Mei Hsin Shu Interior Decoration Co., Ltd., Chairman of Xie Xin Enterprise Co., Ltd., Chairman of Hupao Technology Co., Ltd., Chairman of Noei Geeng Enterprise Co., Ltd., Chairman of Right Way Industrial Co., Ltd., Chairman of Right Way Industrial (Malaysia) Sdn. Bhd, Chairman of TRIM Engineering Sdn. Bhd., Chairman of Excellent Growth Investments Limited, Member of Clarke St. Property Holding, LLC.

Note 2: Director of Ta Chen International, Inc., Director/CEO of Brighton-Best International (Taiwan) Inc., Director of Ta Chen (B.V.I.) Holdings, Ltd., Director and CEO of Shijiazhuang Tachen Jitai Machinery Co., Ltd., Director of Brighton-Best International, Inc., Director of Brighton-Best International (UK), Limited., Director of Brighton-Best International (AU), Pty Ltd., Director of Brighton-Best International (NZ), Limited, Director and General Manager of Ta Chen Empire Co. Ltd., Director of Ta Chen Lung Mei Home Life Co., Ltd.

Note 3: Director and CEO of Fang Sheng Screw Co., Ltd., Director of Brighton-Best International (Taiwan) Inc., Chairman of Chao Han Co., Ltd.

Note 4: Chairman of Jinn Her Enterprise Co., Ltd., Chairman of Tamron Construction Co., Ltd., Chairman of Tamron Leisure Co., Ltd., Chairman of Longteng Leisure Co., Ltd., Chairman of De Teng Investment Ltd., Chairman of Kaohsiung Jinn Her Charitable Foundation, Director of Brighton-Best International (Taiwan) Inc., Supervisor of Jin Chuan Construction Co., Ltd., Director of Yong Fu Yu Green Energy Technology Co., Ltd., Standing Director of Bank of Kaohsiung, Chairman of the Taiwan Industrial Fasteners Institute.

Note 5: Graduated from National Chung Hsing University, Accounting and Statistics, Embry-Riddle Aeronautical University MBA, USA, Chief/Deputy Director of National Taxation Bureau of Taipei, Ministry of Finance, Deputy Director of National Taxation Bureau of Taipei, Ministry of Finance, Deputy Director of Taxation Administration, Ministry of Finance, Director of National Taxation Bureau of Tainan, Ministry of Finance, Supervisor of Taiwan Tobacco & Liquor Corporation, Supervisor of Taiwan Financial Holdings Co., Ltd., Independent Director and Member of Remuneration Committee and Audit Committee of Brighton-Best International (Taiwan) Inc., Independent Director and Member of Remuneration Committee and Audit Committee of Voltronic Power Technology Corp., Director of HungKuo Delin University of Technology, Independent Director and Member of Remuneration Committee and Audit Committee of AAEON Technology Inc., Independent Director and Member of Remuneration Committee and Audit Committee of ASUSTeK Computer Inc.

Note 6: Li-Yun Hsieh first served as the Company's Director on June 15, 2006 until now. Notwithstanding, the juristic person represented by her has changed during the period. She was elected as the Company's Chairman on July 28, 2010.

Note 7: I-Lan Ou first served as the Company's Director on December 6, 2013 until now. Notwithstanding, the juristic person represented by her has changed during the period.

Note 8: Rung-Kun Shieh first served as the Company's Director on January 17, 1990 until now. Notwithstanding, the juristic person represented by him has changed during the period.

Note 9: Yong-Yu Tsai first served as the Company's Director on June 22, 2020 and was discharged on June 25, 2023. On August 30, 2023, he served as a director of the Company again.


Note 10: The age range codes stand for the following: A: 41-50 years old, B: 51-60 years old, C: 61-70 years old and D: 71-80 years old.

Note 11: If the Company's Chairman and President or equivalent (the supreme management) are the same person, spouses or relatives within 1st degree of kinship, disclose the reason, rationality, necessity and responsive measures: None.

  • 10 -

  1. Main corporate shareholder of the Company :

April 18th, 2026

Name of Corporate Shareholder Main Shareholders of Corporate Shareholder
Ta Ying Cheng Investment Co., Ltd. Kun Hua Yong Cheng Social Welfare Foundation, Tainan.(49.5%)、Ling-Hwa Wang (49.9%)、Wei-Yi Investment Co., Ltd. (0.6%)
Linfangjin Charitable Foundation Sheng Xian Lin (50.9%)(deceased)、You Mei Lin (37.6%)、Fang-Jin Lin (11.5%)(deceased)
Wei-Yi Investment Co., Ltd. Wei-Ting Guo(50.00%)、Si-Yao Guo(50.00%)
Li Zhi Investment Co., Ltd. I-Lan Ou(55.09%)、Yu-Zhi Lin(17.63%)、Wei-Lun Ou (13.64%)、Shi-Yu Wang (13.64%)
  1. Main shareholders of corporate shareholder as main shareholder of other corporate shareholders :

April 18th, 2026

Name of Corporate Shareholder Main Shareholders of Corporate Shareholder
Kun Hua Yong Cheng Social Welfare Foundation, Tainan. Rung-Kun Shieh (40.94%)、Ling-Hwa Wang (23.85%)、J&P Holding Company Limited(15.56%)、Li-Yun Hsieh (4.67%)、Bing-Shan Cheng (2.45%)、Chao-Mei Hung (2.32%)、Ta Chen Stainless Pipe Co., Ltd. (2.23%)、Ta Ying Cheng Investment Co., Ltd. (2.14%)、Pei-Rong Hsieh (2.00%)、Ya-Hua Yang (1.93%)
  1. Information disclosure of director's professional qualifications and independence of the independent directors

| Conditions
Name | Professional qualifications and experience | Independence status | Number of companies to which also serving as independent directors |
| --- | --- | --- | --- |
| Chairman
Li-Yun Hsieh | The Company's current Chairman of Board With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company's business. And none of the circumstances set forth in Article 30 of the Company Act. | - | - |
| Director
I-Lan Ou | With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company's business. And none of the circumstances set forth in Article 30 of the Company Act. | - | - |


| Conditions
Name | Professional qualifications and experience | Independence status | Number of companies to which also serving as independent directors |
| --- | --- | --- | --- |
| Director Shi-Hsien Tu | With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company’s business. And none of the circumstances set forth in Article 30 of the Company Act. | - | - |
| Director Rung-Kun Shieh | Current President of the Company; once serving in San Shing Fastech Corp. in charge of international business. With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company’s business. And none of the circumstances set forth in Article 30 of the Company Act. | - | - |
| Director Chao-Jin Tsai | With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company’s business. And none of the circumstances set forth in Article 30 of the Company Act. | - | - |
| Director Yong-Yu Tsai | With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company’s business. And none of the circumstances set forth in Article 30 of the Company Act. | - | - |
| Director Erh-Yi Hsieh | With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company’s business. And none of the circumstances set forth in Article 30 of the Company Act. | - | - |
| Director Mei-Feng Lin | With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company’s business. And none of the circumstances set forth in Article 30 of the Company Act. | - | - |
| Independent director Ming-Chang Shen | The Company’s current Independent Director, serving as a member of the Company’s Remuneration Committee and Audit Committee. Once serving as Senior Associate General Manager of Capital Securities, Bonds and Finance Manager of Union Bank of Taiwan, Director of Entie Securities Finance Co., Ltd. With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company’s business. And none of the circumstances set forth in Article 30 of the Company Act. | 1) Not an employee of the Company or any of its affiliates.
(2) Not a director or supervisor of the Company or any of its affiliates.
(3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of 1% or more of the total number of issued shares of the Company or ranking in the top 10 in holdings. | 2 |

  • 12 -

| Conditions
Name | Professional qualifications and experience | Independence status | Number of companies to which also serving as independent directors |
| --- | --- | --- | --- |
| Independent director
Chun-An Sheu | The Company's current Independent Director, and a member of the Company's Remuneration Committee and Audit Committee; once serving as Section Chief/Deputy Director-General of National Taxation Bureau of Taipei, MOF; Deputy Director-General of National Taxation Bureau of the Northern Area, MOF; Deputy Director-General of Taxation Administration, MOF; Director-General of National Taxation Bureau of the Southern Area, MOF; Supervisor of Taiwan Tobacco & Liquor Corp.; Supervisor of Taiwan Financial Holding Co., Ltd.; Independent Director/Remuneration Committee member and Audit Committee member of Voltronic Power Technology Corp.; Director of Hungkuo Delin University of Technology; Independent Director/Remuneration Committee member and Audit Committee member of AA EON Technology Inc., Independent Director and Member of Remuneration Committee and Audit Committee of ASUSTeK Computer Inc. With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company's business. And none of the circumstances set forth in Article 30 of the Company Act. | (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer in the preceding subparagraph (1) or any of the persons in the preceding subparagraphs (2) and (3).
(5) Not a director, supervisor, or employee of any juristic-person shareholder that has 5% or more of the total shares issued by the Company, or of top-5 juristic-person shareholders of the Company, or of the juristic-person shareholders who appoint their representatives to serve as the director or supervisor the Company in accordance with Paragraph 1 or Paragraph 2, Article 27 of the Company Act.
(6) Not a director, supervisor or employee of any company controlled by the same person that holds a majority of the directors or voting shares of the Company.
(7) Not a director, supervisor or employee of any company who is the same person as, or the spouse of, Chairman and President or equivalent of the Company. | 0 |
| Independent director
Guang-Hsiang Wang | The Company's current Independent Director, and a member of the Company's Remuneration Committee and Audit Committee. Chief of Department of General Affairs, MOF; Supervisor of Financial Information Service Co., Ltd.; Director of BankTaiwan Securities Co., Ltd.; Director of Taiwan Business Bank; Standing Supervisor of Small and Medium Business Credit Guarantee Fund; Supervisor of Farmers Bank of China; Director of the General Affairs Department, Directorate General of Budget, Accounting and Statistics, Executive Yuan; Inspector/Director/Section Chief/Senior Executive Officer/Chief Secretary of Department of Finance, Taipei City Government; Assistant Revenue Officer/Revenue Officer/Subsection Chief/Revenue Assessor of Taipei City Revenue Service. With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company's business. And none of the circumstances set forth in Article 30 of the Company Act. | (8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company.
(9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliated company of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliated company of the Company | 1 |

  • 13 -

| Conditions
Name | Professional qualifications and experience | Independence status | Number of companies to which also serving as independent directors |
| --- | --- | --- | --- |
| Independent director
Kuang-Tzu Wang | The Company’s current Independent Director, and a member of the Company's Audit Committee.
Once serving as Vice-President of Cathay Venture Inc.; President of Cathay Investment Inc.; Manager of International Investment Department, Cathay Life Insurance Co., Ltd.; Director of Symphox Information Co., Ltd.; Director of Cathay Securities Investment Consulting Co., Ltd.; Director of Taipei Financial Center Corp.
With more than five years experience in commerce, legal, finance, accounting or work experience required by the Company’s business. And none of the circumstances set forth in Article 30 of the Company Act. | for which the provider in the past 2 years has received cumulative compensation not exceeding NT$500,000, or a spouse thereof.
Note: (2)、(5)~(7) of the above mentioned do not apply to independent directors appointed in accordance with Securities and Exchange Act, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent company. | 1 |

  1. The Board of Directors' diversity and independence:

(1) The Board of Directors' diversity

The Company adopted the composition of the Board of Directors to be determined by taking diversity into consideration, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

A. Basic requirements and values: Gender, age, nationality, and culture.
B. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills, and industry experience.

All members of the Board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:

A. Ability to make operational judgments.
B. Ability to perform accounting and financial analysis.
C. Ability to conduct management administration.
D. Ability to conduct crisis management.
E. Knowledge of the industry.
F. An international market perspective.
G. Ability to lead.
H. Ability to make policy decisions.

There are currently twelve directors in the Board of Directors, including four independent directors and three directors who also concurrently serve as the employees of the Company (accounting 33.33% and 25% of the all directors, respectively). The seniority of the three


independent directors are between three to nine years. One director aged 41-50 years old only; Two directors aged 51-60 years old; four aged 61-70 years old, and five aged 71-80 years old. They possess abundant experience, industrial knowledge, and rich experience in the professional areas such as operation and management. Other than the aforesaid, the Company also emphasizes the gender equality of the Board's composition. There are four female directors in the Board, as much as $33.33\%$ .

The implementation of the Board of Directors' diversity policy is as follows:

(1) Basic composition:

Diversity cores Name of director Basic composition:
Nationality Gender Serving as an employee concurrently Age Seniority as an independent director
41-50 51-60 61-70 71-80 3-9 years
Li-Yun Hsieh Republic of China Female V
I-Lan Ou Female V
Shi-Hsien Tu Male V V
Rung-Kun Shieh Male V V
Chao-Jin Tsai Male V
Yong-Yu Tsai Male V
Erh-Yi Hsieh Male V V
Mei-Feng Lin Female V
Ming-Chang Shen Male V V
Chun-An Sheu Male V V
Guang-Hsiang Wang Male V V
Kuang-Tzu Wang Female V

(2) Professional knowledge and skills:

| Diversity
cores
Name of
director | Professional knowledge and skills | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Ability to make operational judgments | Ability to perform accounting and financial analysis | Ability to conduct management administration | Ability to conduct crisis management | Knowledge of the industry | An international market perspective | Ability to lead | Ability to make policy decisions |
| Li-Yun Hsieh | V | V | V | V | V | V | V | V |
| I-Lan Ou | V | V | V | V | V | V | V | V |
| Shi-Hsien Tu | V | V | V | V | V | V | V | V |
| Rung-Kun Shieh | V | V | V | V | V | V | V | V |
| Chao-Jin Tsai | V | | V | V | V | V | V | V |
| Yong-Yu Tsai | V | | V | V | V | V | V | V |
| Erh-Yi Hsieh | V | | V | V | V | V | V | V |
| Mei-Feng Lin | V | V | V | V | | V | V | V |
| Ming-Chang Shen | V | V | V | V | | V | V | V |
| Chun-An Sheu | V | V | V | V | | V | V | V |
| Guang-Hsiang Wang | V | V | V | V | | V | V | V |
| Kuang-Tzu Wang | V | V | V | V | | V | V | V |

The concrete management target and the current achievement of the Board of Directors' diversity policy are as follows:

A. Concrete management target:
a. at least five directors possessing one of the aforesaid abilities among all directors;
b. individual director shall have five abilities in the table above.

B. Current achievement: The current Board members all meet the target of diversity policy.

(2) The Board of Directors' independence:

Among twelve directors of the Company, there are four independent directors, accounting for 33.33%. Other than the Chairman, Li-Yun Hsieh, and Director Rung-Kun Shieh are relatives within 2nd degree of kinship with each other; the other ten directors are not spouses or relatives within 2nd degree of kinship with each other, in conformity with Paragraph 3, Article 26-3 of the Securities and Exchange Act.


April 18th, 2026

II Information of CEO, Vice CEO, Senior Manager, Other Department and Branch Office Manager :

Post Nationality Name Sex Date of Inauguration Shareholding Shareholding of Partner, Underaged Children Shareholding In the Name of Others Main Education Other Posts in This Company or Other Companies Partner or Close Relatives in The Posts of Other Managers, Directors or Supervisors Remarks
Number of Shares Shareholding Ratio Number of Shares Shareholding Ratio Number of Shares Shareholding Ratio Post Name Relationship
CEO Taiwan (R.O.C.) Rung-Kun Shieh Male January 17th, 1990 70,391,866 2.72% Graduated from Fu Jen University, Business Management Sales manager of San Shing Fastech Corp. Director of Wei Mei Roller Blind Co., Ltd. Director and President of Ta Chen (Changsu) Machinery Co., Ltd. Director and President of Ta Chen (Boye) Machinery Co., Ltd. Note 1 Senior Manager Rui-Cai Guo Brother-in-law None
Senior Vice CEO Taiwan (R.O.C.) Di-Jin Chang Male April 24th, 1994 477,651 0.02% 44,941 Chung Yuan Christian University, Mechanical Engineering Head of San Shing Hardware Technology Screw Set Factory Director of Shijiazhuang Tachen Jitai Machinery Co., Ltd. Director/Vice CEO of Brighton-Best International (Taiwan) Inc. Director of Ta Chen Empire Co., Ltd. Supervisor of Ta Chen Lung Mei Home Life Co., Ltd.
Senior Manager of Production Department Taiwan (R.O.C.) Huai-Yi Yang Male October 1st, 1996 Note 2 National Cheng Kung University, Mechanical Engineering Taiwan Mechanics engineer None
Senior Manager of Sales Department Taiwan (R.O.C.) Rui-Cai Guo Male July 1st, 2002 Note 3 Tatung Institute of Commerce and Technology Person in charge of Sichuan Huiyuan Optical Communications Co., Ltd. Director of Ta Chen (Changsu) Machinery Co., Ltd. Director of Right Way Industrial Co., Ltd. CEO Rung-Kun Shieh Brother of Wife
Senior Manager of Foreign Investment Department Taiwan (R.O.C.) Man-Ting Chen Female July 1st, 2002 Note 4 Shih Chien Institute of Commerce and Technology Manager of En Lin Enterprise None

Post Nationality Name Sex Date of Inauguration Shareholding Shareholding of Partner, Underaged Children Shareholding In the Name of Others Main Education Other Posts in This Company or Other Companies Partner or Close Relatives in The Posts of Other Managers, Directors or Supervisors Remarks
Number of Shares Shareholding Ratio Number of Shares Shareholding Ratio Number of Shares Shareholding Ratio Post Name Relationship
Senior Manager of Research and Development Department Taiwan (R.O.C.) Song-Mao Chen Male July 1st, 2002 Note 5 National Tung-Shih Senior High School Head of Yu-Nion Machinery Factory None
Manager of Finance Department Taiwan (R.O.C.) Jian-Chong Weng Male October 24th, 2007 821,267 0.03% 427,928 0.02% Tunghai University, Accounting Manager of Deloitte Touche Tohmatsu Limited None

Note 1: Director of Ta Chen Stainless Pipe Co., Ltd., Director of Ta Chen International, Inc., Director/CEO of Brighton-Best International (Taiwan) Inc., Director of Ta Chen (B.V.I.) Holdings, Ltd., Director and CEO of Shijiazhuang Tachen Jitai Machinery Co., Ltd., Director of Brighton-Best International, Inc., Director of Brighton-Best International (UK), Limited., Director of Brighton-Best International (AU), Pty Ltd., Director of Brighton-Best International (NZ), Limited, Director/CEO of Ta Chen Empire Co., Ltd., Director of Ta Chen Lung Mei Home Life Co., Ltd..

Note 2: Senior Manager Huai-Yi Yang retired on January 31, 2026..

Note 3: Senior Manager Rui-Cai Guo retired on January 31, 2026..

Note 4: Senior Manager Man-Ting Chen retired on January 31, 2026..

Note 5: Senior Manager Song-Mao Chen retired on January 31, 2026..


2.2. Remuneration of Directors, independent directors, supervisors, general managers and deputy general managers in the recent fiscal year (I) Remuneration of Directors and Independent Directors

December 31st, 2025 Unit: NT$

Post Name Director Remuneration Gross profit ratio of A, B, C and D in the total remuneration Relevant Remuneration for Part-time Employees Gross profit ratio of A, B, C, D, E, F and G in the total remuneration Compensation paid by an reinvested company other than the subsidiary or the parent company
Remuneration (A) Retirement Pension (B) Director Remuneration (C) Business Execution Expense (D) Salary, Bonus and Special Allowance (E) Retirement Pension (F) Employee Remuneration (G)
The Company All Companies included in the Financial Report The Company All Companies included in the Financial Report The Company All Companies included in the Financial Report The Company
Cash Bonus Stock Bonus Cash Bonus Stock Bonus
Chairman Wei-Yi Investment Co., Ltd. 3,000,000
0.04% 0.04% 0.04% 0.04%
Company Representative Li-Yun Hsieh
0.04% 0.04%
Director Li Zhi Investment Co., Ltd. 3,000,000
0.04% 0.05% 0.04% 0.05%
Company Representative I-Lan Ou
Director Shih-Hsien Tu 3,000,000
0.04% 0.04% 0.04% 0.27%
Director Ta Ying Cheng Investment Co., Ltd. 3,000,000
0.04% 0.04% 0.04% 0.04%
Company Representative Rung-Kun Shieh
0.21% 0.21%
Director Chao-Jin,Tsai 3,000,000
0.04% 0.04% 0.04% 0.04%
Director Yong-Yu Tsai 3,000,000
0.04% 0.04% 0.04% 0.04%
Director Erb-Yi Hsieh 3,000,000
0.04% 0.04% 0.06% 0.06%
Director Linfangjin Charitable Foundation 3,000,000
0.04% 0.04% 0.04% 0.04%
Company Representative Mei-Feng Lin
Independent Chun-An Sheu 960,000 960,000

Post Director Name Director Remuneration Gross profit ratio of A, B, C and D in the total remuneration Relevant Remuneration for Part-time Employees Gross profit ratio of A, B, C, D, E, F and G in the total remuneration Compensation paid by an reinvested company other than the subsidiary or the parent company
Remuneration (A) Retirement Pension (B) Director Remuneration (C) Business Execution Expense (D) Salary, Bonus and Special Allowance (E) Retirement Pension (F) Employee Remuneration (G)
The Company All Companies included in the Financial Report The Company All Companies included in the Financial Report The Company All Companies included in the Financial Report The Company
Cash Bonus Stock Bonus Cash Bonus Stock Bonus
0.01% 0.01%
Independent Director Ming-Chang Shen 1,200,000 2,880,000
0
Independent Director Guang-Hsiang Wang 960,000 1,440,000
0
Independent Director Kuang-Tzu Wang 960,000 1,920,000
0
Former Director Jung-Huei Hsieh (note 4)
960,000 960,000 960,000 960,000
  • Apart from the above-disclosed table, remuneration enlisted by company directors for the providence of service as stated in the financial report in the recent fiscal year is (such as the post as consultant for part-time employees): 0

Note 1. Please state the policy, system, standard and structure for paying the remuneration to ordinary directors and independent directors, as well as the relation between factors, such as duties, risks, devotion time, and the paid amount of remuneration paid:

The independent directors of the Company receive fixed remuneration, do not participate in profit distribution, and they are entitled to receive transportation expenses based on actual attendance at meetings. Moreover, the policy and standard for paying the remuneration to directors are regulated by Article 18.1 of the Company's by-law: $3\%$ of the Company's annual net profit before deduction of employee compensation and directors' remuneration shall be allocated to the employee's remuneration (fifty percent of the total employee remuneration amount shall be distributed to non-executive employees), while no more than $1.5\%$ shall be director's remuneration. However, if the company still has accumulated losses (including adjustment of retained earnings amount), the amount of compensation should be retained in advance.

The employee's remuneration mentioned in the preceding paragraph can be given by shares or cash, and the objects of payment may include the employees of the subordinate companies that meet the conditions set by the board of directors. Nevertheless, the directors' remuneration can only be paid in cash. The resolution of the previous two items shall be passed by the board of directors and reported to the shareholders' meeting." and regulated by Article 16 of the Company's by-law:" The resolution of directors' remuneration is authorized to the board of directors and is made based on the level of the industry." In addition, the Company also utilizes the individual director performance evaluation results according to the "Board of Directors Performance Evaluation Procedures" as a reference for salary compensation.

  1. In addition to the disclosure in the preceding table, the remuneration given to the directors for providing services to all the companies in the financial statement during the most recent year (including as a non-employee advisor for all companies/investees under the parent company/in the Financial Report): None.

(II) Supervisor Remuneration: In 2017, Audit Committee replaces the role of supervisors. Therefore, supervisor remuneration was not distributed in 2025.

(III) CEO and vice CEO remuneration

December 31st, 2025 Unit: NT$

Post Name Remuneration (A) Retirement Pension (B) Bonus and Special Allowance (C) Employee Remuneration (D) Gross profit ratio of A, B, C and D in the total remuneration (%) Received transfer investment remuneration from companies other than that of subsidiaries or the company
The Company All Companies included in the Financial Report The Company All Companies included in the Financial Report The Company All Companies included in the Financial Report The Company All Companies included in the Financial Report The Company All Companies included in the Financial Report
Cash Bonus Stock Bonus Cash Bonus Stock Bonus
CEO Rung-Kun Shieh 14,040,275 14,040,275 108,000 108,000 - - - - - - 14,148,275 14,148,275 None
0.21% 0.21%
Vice CEO Di-Jin Chang 3,024,275 3,024,275 (105,708) (105,708) - - 574,297 - 574,297 - 3,492,864 3,492,864 None
0.05% 0.05%

(IV) Remuneration distributed to Managers, Name and Amount Distributed

December 31st, 2025 Unit: NT$

Post Name Stock Bonus Cash Bonus Total Gross profit ratio in total remuneration (%)
Executive Officers CEO Rung-Kun Shieh - 1,033,735 1,033,735 0.02%
Vice CEO Di-Jin Chang
Vice CEO Liang-Cheng, Hsi
Senior Manager Song-Mao Chen
Senior Manager Huai-Yi Yang
Senior Manager Rui-Cai Guo
Senior Manager Man-Ting Chen
Finance Manager Jian-Chong Weng

(V) Comparison and analysis of total remuneration paid to company directors, supervisors, CEO and vice CEO of the Company and all companies included in the consolidated report in the recent two years, rate of which in gross profit after tax, and explanation of remuneration policies, standards and combos, and the relevance of procedure of setting remuneration, operation performance and future risks.


  1. Director, supervisor, CEO and vice CEO remuneration standard
Items 2025 2024
The Company All Companies included in the Consolidated Report The Company All Companies included in the Consolidated Report
Director’s total remuneration 45,859,507 64,634,688 44,291,188 56,783,770
Ratio of director’s total remuneration to net income after tax 0.69% 0.97% 1.25% 1.60%
President and vice president’s total remuneration 17,641,139 17,641,139 20,420,447 20,420,447
Ratio of president’s and vice president’s total remuneration to net income after tax 0.26% 0.26% 0.58% 0.58%
  1. Remuneration policies, standards and packages, and the procedures through which remuneration is determined

The Company's remuneration policies, standards and packages, and procedures through which the remuneration is determined are evaluated by the Company's Remuneration Committee and then proposed to the Board of Directors as reference for its decision making. The remuneration to directors and employees is allocated pursuant to the Articles of Incorporation, and submitted to the Board of Directors for approval and then to a shareholders' meeting for ratification. The remuneration to employees is determined in reference to the pay level among peer companies and industrial competition, as an important basis for the distribution.

(1) Determination of remuneration to directors

(a) The independent directors of the Company receive fixed remuneration, do not participate in profit distribution, and they are entitled to receive transportation expenses based on actual attendance at meetings. Moreover, the policy and standard for paying the remuneration to directors are regulated by Article 18.1 of the Company's by-law: "3% of the Company's annual net profit before deduction of employee compensation and directors' remuneration shall be allocated to the employee's remuneration (fifty percent of the total employee remuneration amount shall be distributed to non-executive employees), while no more than 1.5% shall be director's remuneration. However, if the company still has accumulated losses (including adjustment of retained earnings amount), the amount of compensation should be retained in advance. The employee's remuneration mentioned in the preceding paragraph can be given by shares or cash, and the objects of payment may include the employees of the subordinate companies that meet the conditions set by the board of directors. Nevertheless, the directors' remuneration can only be paid in cash. The resolution of the previous two items shall be passed by the board of directors and reported to the shareholders' meeting." and regulated by Article 16 of the Company's by-law:" The resolution of directors' remuneration is authorized to the board of directors and is made based on the level of the industry." In addition, the Company also utilizes the individual director performance evaluation results according to the "Board of Directors Performance Evaluation Procedures" as a reference for salary compensation.

(b) Upon review by the Remuneration Committee, the proposal was submitted to the Board of Directors. The Board of Directors resolved on July 12, 2023 to pay each independent director NT$80,000 per month. The monthly remuneration to Independent Director Ming-Chang Shen should be adjusted to NT$100,000.


(2) The standards for payment of remuneration to the President and vice presidents were approved by the Chairman and also the Board of Directors. The year-end bonus to the management varies depending on the business performance and future industrial risk.

  1. The correlation with risks and business performance for director

In addition to the annual evaluation results generated according to the "Regulations Governing Performance Evaluation on the Board of Directors," the Company performed the evaluation of the procedures for determining the remuneration also based on and the directors' participation in the Company's operations and personal performance contributions. The evaluation items included the occurrence of ethical risk incidents or other risk incidents posing adverse effects on the Company's image/goodwill, and staff corruption practices. The proportion of remuneration is also calculated in reference to the target achievement rate, profitability, operating efficiency, and degree of contribution, and the reasonable remuneration is paid. Meanwhile, the remuneration system for directors, as well as the reference for future nomination for reappointment, is reviewed from time to time subject to the actual operating condition and relevant laws and regulations.

The management's important decisions made after balancing various risk factors. The performance of relevant decisions is reflected in the Company's profitability. Bonuses are calculated based on individual performance based on achievement rate, growth rate, risk, and performance, and are then sent to the Salary and Remuneration Committee for review before being submitted to the Board of Directors for resolution. Therefore, director remuneration is related to the performance of controlling future risks.

  1. The correlation with risks and business performance for president and vice president

The management's performance important decisions made after balancing various risk factors. The performance of relevant decisions is reflected in the Company's profitability. The remuneration for managers is determined based on their professional experience and industry standards. Bonuses are awarded based on performance indicators, including financial and business metrics (such as profit growth, operational management quality improvement, and net profit after tax), comprehensive management indicators (such as organizational leadership and management ability, risk management, innovation and integration, and ESG sustainable development strategies), as well as other special contributions or significant achievements. The remuneration for managers are reviewed by the remuneration committee and passed by the board of directors, therefore, the remuneration of the management level is related to the performance of risk control.

  • 23 -

  • 24 -

2.3 Operation of Company Governance

(I) Operation of the Board of Directors

In 2025, the Board of Directors meeting was held for 6(A) times. Attendance of directors, supervisors are as follows:

Post Name (Note 1) Number of actual attendance (B) Number of entrusted attendance Ratio of actual attendance (%) [B/A] (Note 2) Remarks
Chairman Li-Yun Hsieh
Company representative: Wei-Yi Investment Co., Ltd. 6 0 100% None
Director I-Lan Ou
Company representative: Li Zhi Investment Co., Ltd. 6 0 100% None
Director Shih-Hsien Tu 1 5 17% None
Director Rung-Kun Shieh
Company representative: Ta Ying Cheng Investment Co., Ltd. 6 0 100% None
Director Chao-Jin Tsai 6 0 100% None
Director Yong-Yu Tsai 6 0 100% None
Director Erh-Yi Hsieh 5 1 83% None
Director Mei-Feng Lin
Company representative: Linfangjin Charitable Foundation 6 0 100% None
Independent Director Chun-An Sheu 5 1 83% None
Independent Director Ming-Chang Shen 6 0 100% None
Independent Director Guang-Hsiang Wang 6 0 100% None
Independent Director Kuang-Tzu Wang 6 0 100% None
Other important items :
I. If operation of the Board of Directors fulfills any of the following conditions, the date, period, content of motion of BoD meetings, opinions of all independent directors and the Company’s opinion on independent directors shall be processed in accordance with:
(I) Regulations stated in Article 14-3 of the Securities and Exchange Act:
Refer to page 27-29 of the current annual report for the operation of the Audit Committee and other information to note Item 1-1.
(II) Apart from the above-mentioned items, other board resolutions that have been objected to or retained by independent directors with written record: None.
II. For execution of directors’ evasion of interest motions, the name of the directors, content of motion, reason for interests to be evaded and participation in voting shall be stated in detail :
Date of Board of Directors Meeting Name of Directors Content of Motion Reason for Interests to be Evaded Participation in Voting
March 12th, 2025 Li-Yun Hsieh
Rung-Kun Shieh Bonus remuneration of the Company’s directors, supervisors and managers shall reference to the usual condition of companies of the industry, and in consideration of personal performance, in order to decide the bonus remuneration of the Company’s directors, supervisors and managers. Such decision shall be passed by the Based on the regulations set by the Board of Directors, the interests of stakeholders shall be evaded. Passed without Objection

III. The TWSE/TPEx-listed company shall disclose the evaluation cycle and period, scope of evaluation, method and contents of evaluation about the Board of Directors' self (or peer) performance evaluation :

The Company has formulated the regulations governing performance evaluation on the Board of Directors, which were already approved by the Board of Directors, in order to specify that the internal performance evaluation of the Board of Directors shall be carried out every year, and that an external professional independent institution or external experts and scholars shall conduct the evaluation at least once every three years. The scope of Board of Directors' evaluation includes the performance evaluation on the overall Board of Directors, individual directors and functional committees.

Evaluation Cycle Evaluation Period Scope of Evaluation Method of Evaluation Contents of Evaluation
Internal evaluation conducted per year 2025.01.01-2025.12.31 Board of Directors, Board Members and Board's Functional Committees Directors' Self-Evaluation (1) Performance evaluation on the Board of Directors: Degree of engagement in the Company's operation, quality of the Board of Directors' decision making, formation and structure of the Board of Directors, election and continuing education of directors, and internal control.
(2) Performance evaluation on Board members: Alignment with the Company's goals and mission, awareness toward directors' responsibilities and duties, degree of engagement in the Company's operation, management of internal relations and communication, expertise and continuing education of directors, and internal control.
(3) “Performance evaluation on functional committees: Degree of engagement in the Company's operation, awareness toward functional committees' responsibilities and duties, enhancement of quality of the functional committees' decision making, formation of the functional committees and election of the committee members, and internal control.
The external evaluation is conducted at least once triennially 2022.06.26-2023.06.25 Board of Directors, Board Members and Board's Functional Committees Commissioning of external professional organizations (1) Review the operations of the Company's Board of Directors based on the five major standards, including the degree of engagement in the Company's operation, quality of the Board of Directors' decision making, formation and structure of the Board of Directors, election and continuing education of directors, and internal control.
(2) Review the engagement by the Company's directors based on the six major standards, including alignment with the Company's goals and mission, awareness toward directors' responsibilities and duties, degree of engagement in the Company's operation, management of internal relations and communication, expertise and continuing education of directors, and internal control.
(3) Review the operations of the Company's

  • 26 -
functional committees based on the five major standards, including the degree of engagement in the Company's operation, awareness toward functional committees' responsibilities and duties, enhancement of quality of the functional committees' decision making, formation of the functional committees and election of the committee members, and internal control.

IV. Evaluation on the goal (such as the establishment of Audit Committee, improve information transparency, etc.) and execution of strengthening the role of the Board of Directors for the recent years:

(i) The Company has already established the method of proceedings for its Board of Directors, which shall be followed for the operation of the BOD.

(ii) All major motions passed by the Company’s Board of Directors shall be announced according to set regulations.

(iii) The company has established an Audit Committee to replace the role of supervisors.

Note 1: For when directors and supervisors are of corporates, the name of corporate shareholders and its representatives shall be disclosed.

Note 2:

(1) Before the end of the year, if directors or supervisors resign, the date of resignation shall be listed in the remarks column. Ratio of actual attendance (%) is calculated according to the number of BOD meeting held during his or her employment and the number of actual attendances.

(2) Before the end of the year, if directors or supervisors are re-elected, the name of both the new and old director or supervisor shall be listed, stating in the remarks column if the director or supervisor is the old or new one, as well as the date of re-election. Ratio of actual attendance (%) is calculated according to the number of BOD meeting held during his or her employment and the number of actual attendances.


(II) Operation of Audit Committee Participation in the Board of Directors:

  1. Audit Committee

In 2025, 6 audit committee meetings were held in total 6(A). Attendance of independent directors are as follows:

Post Name (Note 1) Number of Actual Attendance (B) Number of Entrusted Attendance Ratio of Actual Attendance (%) [B/A] (Note 1, 2) Remarks
Independent Director Chun-An Sheu 5 1 83% None
Independent Director Ming-Chang Shen 6 0 100%
Independent Director Guang-Hsiang Wang 6 0 100%
Independent Director Kuang-Tzu Wang 6 0 100%
Other important items: I. If operation of the Board of Directors fulfills any of the following conditions, the date, period, content of motion of Board of Directors meetings, opinions of all independent directors and the Company's opinion on independent directors shall be processed in accordance with: (I) Regulations stated in Article 14-5 of the Securities and Exchange Act:
Date of Board of Directors Meeting Period Content of Motion Resolution of Audit Committee Resolution of Board of Directors
March 12th, 2025 11stmeeting, 13th Session The proposal for Ta Chen International Inc., a subsidiary of the company, increase its capital investment in Primus Pipe and Tube Holding, Inc. by USD 45 million submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the Company's sub-subsidiary, Primus Pipe and Tube Holding, Inc., plans to make a new investment of US$45 million in the establishment of Bristol Pipe and Tube, Inc. submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for acquisition of major asset by sub-subsidiaries submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the Company to establish the Regulations Governing Endorsements and Guarantees for Subsidiaries submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for regarding the endorsement and guarantee for a subsidiary submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the Company to provide a guarantee/endorsement to Ta Chen Lung Mei Home Life Co., Ltd. submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the Company to lend funds of USD 60 million to TCI TEXARKANA, INC. submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the The Company proposed 2024 business report and financial statement submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for The Company has prepared the 2024 statement of internal control system submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the allocation of 2024 earnings submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for amendment to "Articles of Incorporation." submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the company to amend the Company's internal control systems, internal audit implementation rules, and related management measures submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for deliberate the Company's "Evaluation for CPA's Independence" submitted by the Audit Committee. Passed without Objection Passed without Objection
April 15th, 2025 12stmeeting, 13th Session The proposal for the disposal by the Company's wholly-owned subsidiary, Ta Chen B.V.I., of its equity interests in Shijiazhuang Tachen Jitai Machinery Co., Ltd. and Tachen (Boye) Machinery Co., Ltd. through reinvestment submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the subsidiary, Ta Chen International Inc., to provide endorsements and guarantees for Bristol Pipe and Tube, Inc. submitted by the Audit Committee. Passed without Objection Passed without Objection
May 12th, 2025 13stmeeting, 13th Session The proposal for the Company's consolidated financial statement for the 2025 first quarter submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the remuneration of the CPAs engaged to audit the Company's financial statements submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for issuance of new shares upon capital increase in cash submitted by the Audit Committee. Passed without Objection Passed without Objection

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July 26th, 2025 14th meeting, 13th Session The proposal for Setting the Ex-Dividend Date submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the issue price and other matters related to the Company's 2025 capital increase in cash submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the Company plan to provide a guarantee/endorsement to Ta Chen Lung Mei Home Life Co., Ltd. submitted by the Audit Committee. Passed without Objection Passed without Objection
August 12th, 2025 15th meeting, 13th Session The proposal for the Company's consolidated financial statement for the 2025 second quarter submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the Company's 2024 Sustainability Report submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for increased investment of NTD 200 million to Ta Chen Lung Mei Home Life Co., Ltd. submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the Company to provide a guarantee/endorsement to Wei Mei Hsin Shu Interior Decoration Co., Ltd. submitted by the Audit Committee. Passed without Objection Passed without Objection
November 12th, 2025 16th meeting, 13th Session The proposal for the Company's consolidated financial statement for the 2025 third quarter submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the Company to provide a guarantee/endorsement to Wei Mei Hsin Shu Interior Decoration Co., Ltd. submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the Company to provide a guarantee/endorsement to Ta Chen Lung Mei Home Life Co., Ltd. submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for Ta Chen International Inc., a subsidiary of the company, increase its capital investment in TCI TEXARKANA, INC. by USD 90 million submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the company to add the Company's internal control systems, internal audit implementation rules, and related management measures submitted by the Audit Committee. Passed without Objection Passed without Objection
The proposal for the case of Pre-Approval Policy for Non-Assurance Services submitted by the Audit Committee. Passed without Objection Passed without Objection
Procedures for adopting Audit Committee's opinions: All proposals must be approved by a majority vote of all Audit Committee members and by resolution of the Board of Directors.

(II) Apart from the above-mentioned items, other motions not approved by the Audit Committee or resolved by more than two-third of all directors: None.

II. For execution of independent directors' evasion of interest motions, the name of the independent directors, content of motion, reason for interests to be evaded and participation in voting shall be stated in detail: None

III. Communication between independent directors, internal audit manager and accountants (including method and results of communication of major events such as corporate finance, business performance).

(i) Audit manager shall present audit reports to independent directors regularly, and present audit reports to the Board of Directors on a regular basis, allowing corporate governance unit to fully understand the Company's risk assessment and control status.

Date Method of engagement Communication topic and content Suggestions and results
2025.03.12 Audit Committee Internal audit report for October 2024 to January 2025. Approved as proposed without objection.
2025.05.12 Audit Committee Internal audit report for February 2025 to March 2025. Approved as proposed without objection.
2025.06.26 Audit Committee Internal audit report for April 2025 to May 2025. Approved as proposed without objection.
2025.08.12 Audit Committee Internal audit report for September 2025. Approved as proposed without objection.
2025.11.12 Audit Committee Internal audit report for July 2025 to September 2025. Approved as proposed without objection.

(ii) Where the CPAs has communicated with the Company's corporate governance unit under the Statement of Auditing Standards No. 62, and also communicated with the corporate governance unit about the key audit matters identified in the audit report pursuant to the Statement of Auditing Standards No. 58.

A summary of communications between the independent directors and the CPAs in 2025 is as follows:

Date Method of engagement Communication topic and content Suggestions and results
2025.03.12 Discussion session 1. Explained and communicated the audit findings and results for the 2024 consolidated and parent company only financial reports, as well as the key audit matters. No objections after discussion and communication.

2. Responded to and discussed questions raised by the attendees.
2025.11.12 Discussion session 1. Explained and communicated the audit findings and results for the 2025 consolidated and parent company only financial reports, as well as the key audit matters.
2. Responded to and discussed questions raised by the attendees. No objections after discussion and communication.

Note 1: Before the end of the year, if an independent director resigns from his/her position, the resignation date should be marked in the remarks column. The actual presence rate (%) should be calculated based on how often the Audit Committee meeting was convened (times) and his/her actual presence (times) during his/her term of office.

Note 2: If a re-election of independent directors had taken place prior to the close of the financial year, old and new independent directors are listed, in which case, the remarks column would specify whether they are former, newly elected or re-elected directors, and the date of the reelection. The actual presence rate (%) should be calculated based on how often the Audit Committee meeting was convened (times) and his/her actual presence (times) during his/her term of office.

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(III) Differences and reasons of company governance and code of practice of listed and OTC corporate governance

Item for Evaluation Operation Differences and reasons of which with code of practice of listed and OTC corporate governance
Yes No Summary
I. Did the Company follow regulations stated in “Corporate Governance Best Practice Principles for Listed and OTC Companies” and disclose corporate governance guidelines? The Company has stipulated a “corporate governance code” and gets approved by the board of directors. No major differences found.
II. Structure of Company shareholding and shareholder equity
(i) Did the Company establish internal operating procedures to deal with shareholder recommendations, doubts, disputes and litigation matters, and implement which according to procedures.
(ii) Does the Company possess the name list of main shareholders in control of the Company, and the name list of major shareholders with the ultimate control?
(iii) Did the Company establish, execute risk control and firewall mechanism between the Company and its affiliates submitted the performance evaluation result to the Board and applied the same as reference for remuneration to individual directors and nomination?
(iv) Did the Company establish internal regulations, and prohibit insiders from using unpublished information to buy and sell securities? (i) The Company has established the spokesman and the agent spokesman system in charge of handling shareholders’ suggestions, doubts and disputes.
(ii) The Company appoints a professional stock agency and a speciality to take charge of relevant businesses, and has the list on hand which lists major shareholders who substantially control the company.
(iii) The Company has established the “Rules Governing Financial and Business Matters Between Affiliated Enterprises” in order to establish the risk control mechanism and adequate firewall with affiliated companies.
(iv) The Company stipulates “Regulations for handling internal material information and preventing insider trading” to ban against insiders for trading with undisclosed information. No major differences found.
No major differences found.
No major differences found.
III. Formation of Board of Directors and its responsibilities
(i) Does the Board of Directors have member diversity policies and specific management goals regulated and implemented substantively?
(ii) Apart from establishing the reimbursement and salary committee and audit committee, did the Company voluntarily formulate committees of other functions?
(iii) Did the Company set methods for evaluation for performance of the Board of Directors? Would such performance evaluation be conducted yearly on a regular basis?
(iv) Does the Company evaluate the independency of accountants on a regular basis? (i) The Company’s Board of Directors is composed of 12 members, including 4 independent directors. Each director specializes in their own area of expertise, including business management, finance, civil engineering, professional abilities. The Company has also implemented a diversified approach in its formation of the Board of Directors. For details, please refer to Page 14 (4. The Board of Directors’ diversity and independence).
(ii) The Company has established a remuneration and salary committee according to legal regulations; in the future, the Company will formulate committees of other functions according to needs for which.
(iii) The Company has formulated the Regulations for Evaluating Board of Directors’ Performance and the evaluation method. Since 2020, the Company has conducted performance evaluations on the Board of Directors at the end of each year. The Company has reported to the Board of Directors the performance evaluation report of the Board of Directors and all functional committees for 2025 on March 11, 2026. Meanwhile, the Company will report the performance evaluation results to the Board of Directors and take such results as a reference for each director’s remuneration, nomination, and re-appointment.
(iv) The Company’s Audit Committee evaluates the independence and competency of the CPAs once a year and submits to the board of directors for resolution. The Company demands that the external auditors should provide “Statement of Independence” and “AQI Report”, and also conduct the assessment in No major differences found.
Will be processed according to the related regulations according to actual needs
No major differences found.

Item for Evaluation Operation Differences and reasons of which with code of practice of listed and OTC corporate governance
Yes No Summary
(Note), and sufficient to serve as the Company’s CPAs.(Note) Evaluation criteria for independence and competency of CPAs
Evaluation item Yes No
1. Not an employee of the company or any of its affiliates.
2. Not a director or supervisor of the company or any of its affiliates. (Not applicable concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent).
3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer or any of the persons in the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company.
6. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.
7. Not a spouse or relative within the second degree of kinship with other directors.
8. None of the circumstances in the subparagraphs of Article 30 of the Company Act.
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Item for Evaluation Operation Differences and reasons of which with code of practice of listed and OTC corporate governance
Yes No Summary
9. Not elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.
10. Not served as a director, managerial officers or position may greatly influence the audit cases.
11. Not in the managerial functions involving the Company’s decision-making.
IV. Has the Company established adequate and competent corporate governance personnel, and assigned a corporate governance manager in charge of corporate governance affairs (including but not limited to provision of information required by directors and supervisors for business execution, by laws for matters relating to board meetings and Shareholder’s meetings, and information on corporate registration and amendment registration, as well as record minutes of board meetings and shareholders meetings, etc.)? The board of directors approved the establishment of “corporate governance manager” by resolution on May 13, 2019. Manager of finance and accounting division, Jian-Chong Weng serves as the corporate governance manager to protect shareholders’ equity and enhance the functionality of board of directors.
  1. Scope of duties
    (1) Handle relevant matters to board of directors’ meeting and shareholders’ meeting.
    (2) Prepare the minutes of board of directors’ meeting and shareholders’ meeting.
    (3) Assist the directors to take office and continued advanced studies.
    (4) Provide the information required by the directors to conduct operations.
    (5) Assist the directors in law compliance.
    (6) Other matters established in accordance with Articles of Incorporation or contract.

  2. Implementation situation in 2025
    (1) Handle relevant matters of board of directors’ meeting and shareholders’ meeting in accordance with the law.
    (2) Assist the directors on relevant matters of advanced studies (the situation of advanced studies of directors have been declared on Market Observation Post System).
    (3) Inspect whether the Company satisfied the scoring criteria for corporate governance evaluation indicators.
    (4) Comply with the latest law related to business operation fields and corporate governance, revise internal regulations related to corporate governance and submit to board of directors for resolution.
    (5) Promote the implementation plan for the adoption of IFRS Sustainability Disclosure Standards in accordance with laws and regulations.

  3. Advanced studies of corporate governance manager :
    (1) Name of the Course : Analysis of Global Macroeconomic and Key Industry Trends
    Date : May 12, 2025
    Institute : The Securities Association of the Republic of China
    Duration : 3 hours
    (2) Name of the Course : Trump 2.0, the Death of Globalization, and Regional Wars
    Date : June 23, 2025
    Institute : Corporate Governance Association of Taiwan
    Duration : 3 hours
    (3) Name of the Course : Operational Practices of the Sustainability Committee (Chief Sustainability Officer and Working Groups)
    Date : June 23, 2025
    Institute : Corporate Governance Association of Taiwan
    Duration : 3 hours | | | No major differences found. |


Item for Evaluation Operation Differences and reasons of which with code of practice of listed and OTC corporate governance
Yes No Summary
(4) Name of the Course : Analysis of Global Macroeconomic and Key Industry Trends
Date : December 11, 2025
Institute : The Securities Association of the Republic of China
Duration : 3 hours
V. Did the Company establish channels for communication with stakeholders (including but not limited to shareholders, employees, clients and suppliers, etc.), setup stakeholder areas on the Company website, and respond appropriately to important corporate social responsibility issues of concern to stakeholders? The Company has established on our website specialized session for stakeholder : http://www.tachen.com.tw/ • The Company has established the post of a spokesperson and acting spokesperson, as a channel for communication with stakeholders. If necessary, please contact the Company at all times by telephone, letter, fax or email. No major differences found.
VI. Did the Company entrust professional stock personnel(s) to handle relevant affairs regarding the hosting of shareholders’ meetings? The Company has entrusted professional stock personnel(s) from President Securities Corp. to handle relevant affairs regarding the hosting of shareholders’ meetings. No major differences found.
VII. Information disclosure
(i) Did the Company establish a Company website to disclose financial and corporate governance information?
(ii) Did the Company adopt other methods of information disclosure (such as constructing an English website, appoint professional personnel for collection and disclosure of the Company’s information, establish the spokesperson system, including legal corporates meetings in the Company website, etc.)?
(iii) Did the company announce and file its annual financial reports within 2 months from the end of the fiscal year? Does the company announce and file the financial reports for Q1, Q2 and Q3, as well as the operation status of each month before the due date? (i) The Company website is managed and maintained by professional personnel(s). Changes of information are updated at once for referencing by shareholders and stakeholders.
(ii) The Company adopts other methods of information disclosure:
1. Appoint professional personnel responsible for regularly and irregularly report financial and business information on information disclosure channels.
2. Apart from having established the spokesperson system, the Company also respond to legal corporate incoming calls or receive legal organizations to the Company for visits at all times, and discloses such information on the Company website.
(iii) The Company announces and files the annual financial report within 75 days after the end of the fiscal year according to the requirements of the Securities and Exchange Act and related laws and regulations. In addition, the financial reports for the 1st, 2nd, and 3rd quarters, as well as the operating status for each month, are announced before the specified deadline. No major differences found.
No major differences found.
It will be subject to the provisions of applicable laws and regulations based on the actual condition.
VIII. Are there any other important information of the Company that are useful for understanding the operation of corporate governance (including but not limited to employee equity, employee care, relationship with investors, relationship with suppliers, rights of stakeholders, training of directors and supervisors, execution of risk management policies and standards of risk evaluation, execution of customer policies, insurance the Company purchased for directors and supervisors, etc.)? (i) Protection of employee equity of the Company is executed in full according to legal regulations.
(ii) Apart from encouraging department managers to proactively care for their employees, employee care is also executed through the proper functioning of Employees’ Welfare Committee.
(iii) The Company sustains communication between professionals and investors, publish instant self-closing profit and loss and Company’s major information, so as to protect the rightful equity of investors.
(iv) Maintain and sustain long-term cooperation with suppliers, ensuring easiness in cooperation.
(v) Interested rights: Under legal regulations of which, the Company protects the rights of stakeholders, ensures all motions with possible interest conflict for directors have been evaded.
(vi) Training for directors and supervisors: The Company irregularly provides relevant information according to amendments of the Securities Law. The related training of which also complies with the regulations of governing agencies.
(vii) Execution of risk management policy and risk evaluation standards: The Company produced its internal management manual according to legal No major differences found.

Item for Evaluation Operation Differences and reasons of which with code of practice of listed and OTC corporate governance
Yes No Summary
regulations, and conducts the different risk management and evaluation according to which.
(viii) Execution of customer policy: The Company maintains smooth channels of communication with customers, execution of which is good.
(ix) Insurance the Company purchased for directors and supervisors: Yet to be implemented. In the future, the Company will execute which according to actual needs and relevant legal regulations.
IX. According to the recent publication of corporate governance evaluation report by Taiwan Stock Exchange Corporate Governance Center, improvements made and areas to be improved (with priorities to be strengthened and ways of improvement stated) have been explained in detail.
1. According to the results of the 12th Company Corporate Governance Report, improvements made are as follows :
The Company cares about domestic cultural development and supports cultural and artistic activities in Taiwan. In 2025, the Company contributed NT$5,540 thousand to arts and cultural associations and art alliances to promote ecology, environmental protection, and life education. Through real experiences in theater education, the Company helps bring the power of art into play, inspire the self-development of young people, and create a sustainable future for Taiwan.
2. In 2026, the relevant items of corporate governance will be disclosed in priority according to the 1th ESG Evaluation System Handbook.
  • 34 -

(IV) Composition, function and operation of Remuneration Committee:

(1) Information about the Remuneration Committee members: All are the Company's independent directors. Please refer to Pages 11-14 for the information disclosure of director's professional qualifications and independence of the independent directors.

(2) Duties of the Remuneration Committee: In order to assist the Board of Directors to better evaluate and monitor the remuneration for directors and managers, our Remuneration Committee had been established in accordance with the Remuneration Committee Charter established during the Shareholders' Meeting in 2011. The powers and duties of the Committee are as follows:

I. Establish and periodically review the performance of directors and managers, and the policies, systems, standards, and structure for remuneration.

II. Periodically evaluate and determine the remuneration of directors and managers.

(3) Operation of Reimbursement and Salary Committee

I. The Company's Remuneration and Salary Committee is composed of a total of 3 members.

II. The current tenure of members is from June 26th, 2023 to June 25th, 2026. The recent (2025) Reimbursement and Salary Committee held a total of 2 meetings (A). Qualifications of members and attendance of which are as follows:

Post Name Number of actual attendance (B) Number of entrusted attendance Ratio of actual attendance (%) [B/A] Remarks
Convener Ming-Chang Shen 2 0 100% None
Member Chun-An Sheu 1 1 50%
Member Guang-Hsiang Wang 2 0 100%

Other important items:

I. If the Board of Directors does not adopt or modify according to suggestions of the reimbursement and salary committee, the date and period of BoD meeting, content of motion, BoD decision and the Company's processing of suggestions of the reimbursement and salary committee shall be listed (if the reimbursement and salary passed by the BoD is higher than the suggested reimbursement and salary by the reimbursement and salary committee, the difference and reason of which shall be stated): None.

II. For decisions made by the reimbursement and salary committee, if members with opposing or reserved opinions presents records or written statements, he or she shall state the date and period of the reimbursement and salary committee meeting, content of motion, opinions of all members as well as processing of members' opinions:

Date of Reimbursement and Salary Committee Meeting & Period Content of Motion Resolution
March 12th, 2025
5^{st} meeting, 5th Session 1. Deliberated the distribution of directors' remuneration and employees' remuneration of 2024.
2. Review on the salary, bonus and remuneration to the Company's managers and directors. Passed without Objection
November 12th, 2025
6^{st} meeting, 5th Session 1. Review on the salary, bonus and remuneration to the Company's managers and directors. Passed without Objection

(V) Implementation status of sustainable development practices, and variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance

Promotional items Implementation status Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
Yes No Summary
I. Does the Company implement a governance framework that supports sustainable development, and designated a unit that specializes (or is involved) in the promotion of sustainable development? Is the unit empowered by the Board of Directors and run by senior management, and how does the Board supervise progress? 1. The President of the Company and its consolidated subsidiaries oversees sustainability-related matters, and the Finance Department serves as the dedicated, or concurrent, unit for corporate integrity management and sustainable development to assist the President in overseeing sustainability-related matters. Each department fulfills its corporate social responsibility to the best of its ability according to its duties, ensuring that the sustainable development strategy is fully implemented in the Company’s daily operations.
2. In 2025, the main sustainability initiatives of the Company and its consolidated subsidiaries were greenhouse gases and IFRS Sustainability Disclosure Standards. The “Greenhouse Gas Inventory and Verification Schedule Plan” and the “IFRS Sustainability Disclosure Standards Adoption Plan” were established in 2023 and 2025, respectively, and their implementation progress is reported to the Board of Directors on a quarterly basis. (on March 12, 2025, on May 12, 2025, on June 26, 2025, on August 12, 2025 and November 12, 2025), together with the report on the implementation of ethical corporate management in 2025 (Date: November 12, 2025). The Board of Directors reviewed the relevant issues and provided opinions when necessary, and provided the management team with suggestions for improvement. No major differences found.
II. Has the Company conducted risk evaluation for the environmental, social and corporate governance issues related to the operations of the Company based on the materiality principle, and formulated related risk management policies or strategies? (Note) This disclosure covers the Company’s sustainable development performance in 2025. The risk assessment boundary covers the Company and its major subsidiary in Taiwan, Brighton-Best International (Taiwan) Inc. and the results of communication with internal and external stakeholders in accordance with the principle of materiality are used to assess environmental, social and corporate governance issues related to operations. The management guidelines for related risk issues are shown in the table below:
(I) Environmental issues:
1. Climate Change:
Conduct regular inventory of greenhouse gas emissions in accordance with the “GHG Protocol” to check the impact posed on the Company’s operations. Based on the results of carbon inventory, continue to implement carbon reduction measures, such as introducing energy-saving equipment or replacing old equipment with energy-saving equipment, replacing lighting with energy-efficient lighting, promoting energy conservation among employees, and installing new solar power equipment, thereby effectively reducing Scope 1 No major differences found.
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Promotional items Implementation status Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
Yes No Summary
emission risks and Scope 2 indirect greenhouse gas emissions arising from electricity use.
2. Waste Management:
The Company promotes waste reduction, assigns qualified waste management professionals to perform waste management work, and commissions qualified waste clearance and disposal service providers approved by the Ministry of Environment to ensure that industrial waste is properly managed, cleared, treated, and reused, thereby effectively preventing negative environmental impacts.

(II) Social issues:
1. Occupational Safety and Health:
The Company has obtained “ISO 45001” certification for its Occupational Health and Safety Management System, valid from August 2025 to August 2028. In 2025, the Company conducted two self-defense firefighting drills, five emergency response drills, and fourteen occupational safety training sessions to strengthen employees’ emergency response capabilities and self-safety management awareness.
2. Talent attraction and retention/ diversity, inclusion and equality:
The Company holds the principle of equality and openness, and does not discriminate based on gender, religion, race and political preference. Health checks are scheduled regularly, and related health courses are arranged to promote the health of employees.

(III) Corporate Governance:
1. Information security:
The Company implements various information security management mechanisms. In 2025, the Company conducted two cybersecurity education and awareness training sessions, the regular backup mechanisms are in place for key systems and databases, and various information security events are simulated and tested, to ensure the security control over the information systems and user.
2. Business ethics:
The Company has established ethical management best practice principles and code of conduct. In compliance with external regulations and internal regulations, the Company will promote to and communicate with all directors and colleagues and organize educational and training programs for the goal of zero violations at least once per year, establish the grievance mechanism protecting whistleblowers and encourage employees to report any illegal or unethical conduct. The supervisor of the President's Office accepts the reported cases and reports the same to the President. | |
| III. Environmental issues:
(1) Does the Company establish proper environmental management systems based on the characteristics of its businesses? | ☑ | | (1) The Company has established the environmental safety and health management regulations in accordance with environmental protection laws and regulations (such as the Air Pollution Control Act, Waste Disposal Act, and Toxic and Concerned Chemical Substances Control Act) formulated by the Ministry of Environment, and has obtained the "ISO 14001" environmental management system certification, valid from July | No major differences found. |


Promotional items Implementation status Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
Yes No Summary
(2) Does the Company endeavor to utilize all resources more efficiently and use renewable materials which have low impact on the environment? 2024 to July 2027.
(2) The Company actively promotes various energy reduction measures, selects high energy efficiency and energy-saving equipment, reduces energy consumption of enterprises and products, and expands the use of renewable energy, in order to optimize energy use efficiency.
(3) The Company's assessment on climate change-related risks and opportunities and countermeasures are listed in Table 2-2-3 of this annual report. No major differences found.
(3) Does the Company evaluate the current and future potential risks and opportunities brought by the climate change, and take measure to respond to the climate related issues?
(4) Does the company calculate the greenhouse gases (GHG) emission, water consumption and total weight of wastes for the past two years, and formulated the strategies for energy conservation, carbon reduction, GHG emission reduction, water saving and management of other wastes? 1. GHG Emissions:
In response to the sustainable development roadmap for TWSE/TPEx-listed companies, the 2025 disclosure of the consolidated company's greenhouse gas inventory results, the parent company only assurance status and reduction policies are required. The relevant information is listed in (VI) Climate-related information on TWSE/TPEx-listed companies on Page 44 of this annual report.
2. Water Resource Management:
The scope of water consumption is categorized into the Company only and the consolidated companies, respectively. The water consumption in the last two years is shown in the table below:
a. standalone : No major differences found.
Year Water consumption (m3) Water intensity (m3/NT$ Million for operating revenue)
2024 91,482.03 9.502
2025 86,872.82 8.822
b. consolidated group :
Year Water consumption (m3) Water intensity (m3/NT$ Million for operating revenue)
2024 632,079.98 6.992
2025 566,276.36 5.56
3. Waste Management:
The scope of waste output are categorized into the Company only and the consolidated companies, respectively. The output of waste in the last two years is shown in the table below:
a. standalone :
Year Output (tons) Waste intensity (product per ton/mt)
2024 856.2 0.018
2025 959.2 0.018
b. consolidated group :
Year Output (tons) Waste intensity (product per ton/mt)
2024 10,424.37 0.017
2025 11,614.42 0.018
IV. Social issues
(1) Does the Company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? (1) The Company complies with the laws and regulations of Taiwan. It follows the “Labor Standards Act” of Taiwan and also formulates the “human right policy,” to maintain and protect employee’s basic human rights, Ta Chen Stainless Pipe supports and abides by the spirit of human rights protection and basic principles as promulgated in the “UN Universal Declaration of Human Rights,” “The United No major differences found.
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Promotional items Implementation status Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
Yes No Summary
Nations Global Compact,” “International Labor Convention” and “OECD Guidelines for Multinational Enterprises.” The Company treats all of its employees with a fair and just attitude with respect. This policy applies to all employees, subsidiaries, business partners, suppliers, contractors, and local communities where the Company’s operating sites are located, and posts the Policy on the Company's website. The relevant policies and specific plans are summarized as follows:
Human Rights Policy Concrete programs
Diversity, equality, and anti-discrimination, eliminating discrimination in hiring and employment and ensuring an equal-pay, equal, diverse, and safe work environment 1. The Company implements diversity and equality and does not discriminate on the basis of race, class, language, thought, religion, political affiliation, place of origin, birthplace, gender, sexual orientation, age, marital status, appearance, facial features, physical or mental disability, zodiac sign, or blood type.
2. The Company ensures that the workplace is free from sexual harassment, mental harassment, physical harassment, verbal harassment, abuse, or intimidation, and is committed to creating a dignified, safe, and equal work environment and opposing any form of discrimination, bullying, or differential treatment.
3. In 2025, the Company had no disputes or complaints related to discrimination.
The Company provides a safe and healthy work environment to help employees maintain physical and mental health and work-life balance. 1. The Company hires security personnel to maintain the safety of the factory premises in the operating environment for 24 hours a day. It also arranges fire protection equipment inspections on a quarterly basis each year, and maintains the soundness and safety of various facilities.
2. Implement a leave system that encourages employees to balance work and life.
Conduct human rights due diligence from time to time. Assess potential human rights risks in operating activities and formulate mitigation and remedial measures. The Company has established 24-hour complaint channels, including the “Internal Employee Complaint Mailbox,” the “Sexual Harassment Prevention
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Promotional items Implementation status Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
Yes No Summary
Hotline and Complaint Mailbox,” and the “Employee Suggestion Box,” and is committed to protecting complainants from retaliation.
After receiving a complaint, the Company will conduct an investigation in accordance with relevant regulations. If the complaint is found to be substantiated, the Company will take necessary remedial measures and responses.
(2) Does the Company formulate and implement reasonable policies of staff welfare (including compensation, vacation and other welfares), and reflect the operating performance or achievement in the compensation of the employees properly? (2) The Articles of Incorporation of the Company expressly provide that if the Company has net income before tax before deduction of employee remuneration and directors’ remuneration for the current year, 3% shall be set aside as employee remuneration, of which 50% shall be allocated as remuneration to non-executive employees. However, if the Company still has accumulated losses, including adjustments to the amount of unappropriated earnings, it shall reserve an amount for offsetting such losses in advance. The remuneration to employees referred to in the preceding paragraph may be paid, in cash or stock, to employees of the associates that satisfy certain criteria set by the Board of Directors.
1. Employee benefits: In addition to the labor insurance, national health insurance and relevant leaves required by laws, the Company also provides the benefits including the group insurance and child care allowance. The Company established its Employee Welfare Committee to handle affairs relating to employee welfare and benefits. In addition to the relevant activities organized from time to time, the Company’s fixed benefits include domestic employee retreat, bonus and gifts for three major festivals, children’s educational allowance, birthday gift money, pension, and subsidies for wedding, childbirth and so forth.
2. Employee shareholding trust: This plan applies to the Company’s full-time employees. Each month, a fixed amount is deducted from the employee’s salary and deposited into the trust, and the Company also contributes 20% of the employee’s salary contribution amount. The amounts are jointly deposited into a dedicated trust account to help retain talent and assist employees in accumulating wealth.
3. The Company provides free organic No major differences found.
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Promotional items Implementation status Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
Yes No Summary
(3) Does the Company create a safe and healthy working environment and provide safety and health education for employees regularly? vegetarian lunches. If there are leftovers after the meal, employees may also take them away.
4. Retirement system: To protect employees’ retirement benefits, the Company complies with the Labor Standards Act and the Labor Pension Act. For employees subject to the old labor pension system, the Company contributes 2% of their total monthly salaries to the pension reserve fund each month, which is deposited by the Labor Pension Reserve Supervisory Committee in a dedicated account at the Bank of Taiwan under the Committee’s name. If, before the end of the year, the balance of the dedicated account is estimated to be insufficient to pay the pensions of employees expected to meet the retirement requirements in the following year, the Company will make a one-time contribution to cover the shortfall by the end of March of the following year. For employees subject to the new labor pension system, the Company contributes 6% of employees’ monthly wages to their individual accounts at the Bureau of Labor Insurance in accordance with law.
In 2025, the Company recognized expenses of NT$413 thousand and NT$28,812 thousand for its defined benefit plan, the old labor pension system, and defined contribution plan, the new labor pension system, respectively.
(3) the Company has obtained ISO 45001:2018 certification. The certificate is effective from August 2025 to August 2028. In 2025, a total of 23 safety and health education and training courses were executed, attended by a total of 893 persons. Meanwhile, a number of emergency response drills and personnel training programs were organized too. Safety and health work was carried out in accordance with the regulations, and the relevant measures and implementation are as follows:
1. To strengthen employees' daily safety awareness and prevent serious occupational disasters, the Company implements hazard identification and risk assessment. If a safety risk is found by the on-site unit, a target management program will be proposed, and followed up until the improvement is completed. There were 20 target programs in 2025, and all of them were improved. no occupational injury incidents occurred in 2025.
2. The Company has completed the employees’ health protection and promotion pursuant to laws, in order to boost the labor health service guidelines as stipulated by the Ministry of Labor. The Company arranges the health checkup that meets laws and regulations regularly, and plans the health courses and arranges physicians to provide on-site services on a monthly basis. Further, with regards to the maternal health protection plan, the responsible personnel will interview pregnant employees to evaluate the potential impact on their health and determine if said employees require health interviews or relevant health information. No major differences found.

Promotional items Implementation status Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
Yes No Summary
3. For employees struggling with overwhelming work load due to shift work, night shifts, or extended work hours, the Company has formulated the relevant illness prevention plan for potential employees. When carrying out the active employees’ health checkup, complete the risk identification checklist. Based on the risk factors evident from the result of their health check-up, select and verify the health risk levels. High risk employees would be interviewed by a physician, who will also provide specific health advice and reminders. In addition, the physician will also notify their supervisors to ensure that appropriate assistance is provided. Our occupational health specialist would provide relevant health information by email or notify employees with medium to low health risks to arrange for interviews.
4. The Company has 24-hour security personnel to maintain the safety of the factory premises in the operating environment. It also arranges fire protection equipment inspections on a quarterly basis each year, and maintains the soundness and safety of various facilities to ensure a safe working environment. No fire incidents occurred in 2025
(4) Does the Company provide employees with opportunities for career development and training? (4) In addition to arranging the necessary trainings for new recruits based on the duties of the target position, the Company also encourages the training courses to enhance the competencies of the employees. In case of courses suitable for further study or training, it will also assign personnel to participate in, so as to improve the working efficiency. The external education and training attended by the Company’s managers at all levels and employees include professional courses for various departments, language courses, information security courses, and courses for accounting officers, internal auditors, and chief corporate governance officers. In 2025, the total training hours were 355.5 hours, the total number of attendances was 495, and the total cost was NT$505 thousand. No major differences found.
(5) Does the Company follow regulations and international standards in the customer health, safety, customer privacy, marketing and labeling of its products and services, and set policies and appeal procedures for protection of consumer’s rights and interests? (5) Due to the characteristics of the industry, the Company’s related products and services are in compliance with relevant laws and regulations, and provide warranty. Moreover, it has fully established channels for consumer complaints. No major differences found.
(6) Does the Company formulate the supplier management policies and require suppliers to follow relevant norms on environmental protection, occupational safety and health, or labor’s human rights, and disclose the implementation? (6) The Company established the “Cod of Ethics for Suppliers” to enable the suppliers to understand and satisfy the social, environmental and ethical requirements on the Company’s labor interest and right, health and occupational safety & health, environmental protection, ethical conduct and management system. In 2025, the Company distributed questionnaires to suppliers accounting for 90% of its procurement amount. The questionnaire covered six major aspects, namely environmental protection, labor rights and human rights, health and occupational safety and health, ethics, management systems, and conflict minerals, with a total of 64 questions. The response rate was 100%. No major differences found.
V. Does the Company, following internationally recognized guidelines, prepare and publish reports such as its corporate social responsibility report to disclose non-financial information of the Company? Does the Company obtain a third-party verification or assurance for such reports? The 2024 Report has been compiled and prepared in accordance with the GRI (Global Reporting Initiative) Standards Core option published by the GRI. Meanwhile, relevant disclosures have been made according to the SASB Standards for the iron steel producers industry in the extractives and mineral processing sector as well as the TCFD. Legendary & No major differences found
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Promotional items Implementation status Variance from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
Yes No Summary
Steadfast Accountancy (LSA) provided the independent limited assurance in accordance with the ISAE 3000: Assurance Engagements other than Audits or Reviews of Historical Financial Information.
VI. If the Company has established its own sustainability policies in accordance with "Sustainable Development Best Practice Principles for TWSE/TPEx-Listed Companies," please describe the current practices and any deviations thereof from such principles: The Company is yet to establish its own corporate social responsibility guidelines according to “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”. For the corporate social responsibilities guidelines stated in “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”, the Company has considered the current operation of the Company and the legal regulations. The Company will implement which gradually, with no major differences found.
VII. Other important information beneficial for understanding the operation of corporate social responsibility:
(i) Environmental protection: The Company has been certified in accordance with ISO 14001:2015. The waste generated by the Company is processed by competent units according to environmental protection regulations. General waste is concentrated for management and sorted before processing; all in compliance with the relevant environmental protection act proposed by the government, so as to protect the environment and save resources.
(ii) Social participation, social contribution, social service and social welfare: The company actively participates in community development and related public welfare activities, continues to give back its business results to the society every year, and also invites company colleagues to participate in the event. Donations and service targets range from infants and young children to the elderly, physically and mentally handicapped, etc. A total of NT$ 13,584,000 was donated in 2025.
(iii) Domestic cultural development: The Company cares about domestic cultural development and supports cultural and artistic activities in Taiwan. In 2025, the Company contributed NT$5.54 million to arts and cultural associations and art alliances. Through public-interest touring performances using 3D mobile imaging vehicles, the Company continues to extend and create value through image databases, promoting ecology, environmental protection, and life education, broadening perspectives through images, inspiring the self-development of young people, and creating a sustainable future for Taiwan.
(iv) Consumer equity: The Company values product quality and safety, instantly handle class complaints and provide customers with complete product information to protect consumer rights.
(v) Human rights:
1. The relevant human resource guidelines of the Company complies with regulations of the Labor Standards Act. The employee-related matters are handled by professional personnel(s) so as to protect the basic rights of employees.
2. Recruitment, interview, promotion, performance evaluation or changes in post for job-seekers and employees of the Company shall not be different by sex; relevant regulations have been set to protect the implementation of which.
(vi) Safety and hygiene: The Company has obtained ISO 45001:2018 certification, and provides employees with safety and health education and disaster prevention training measures based on their work to ensure a safe working environment.

Note: The materiality principle refers to those related to environmental, social and corporate governance issues that have significant influence on the Company's investors and other interested parties.

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(VI) Climate-related information of TWSE/TPEx listed companies

1 Climate-related information implementation

Item Status of implementation
1. Describe the monitoring and governance of climate-related risks and opportunities by the Board of Directors and the management. (1) The highest decision-making unit for the Company's risk management is the Board of Directors. The Board is responsible for approving risk management policy and important risk management system and to monitor the system's execution. This is to ensure the effectiveness of risk management. Climate risks and opportunities-related topics will be incorporated into the regular reporting items, and are also taken into account in the operating decision-making process. (2) The chief corporate governance officer is the person in charge of promoting issues related to sustainability and climate change, and continues to identify the risks and opportunities of climate change every year, and manages response plan and progress tracking, and regularly reporting implementation results to the Board of Directors.
Governing body Climate-related responsibilities
Board of Directors Approves climate-related risk management policies, supervises the effectiveness of climate issue management, and incorporates climate-related considerations into decision-making
Chief Corporate Governance Officer Serves as the person responsible for promoting sustainability and climate change-related matters, and is responsible for annual identification of climate risks and opportunities, promotion of response plans, progress tracking, and regular reporting to the Board of Directors
2. Describe how the identified climate risks and opportunities affect the business, strategy and finance of the Company (short-, mid-, and long-term). The Company conducts the climate change risk (laws & regulations, technology, market, goodwill, immediate physical risk and long-term physical risk) and opportunity assessments each year, in order to understand the potential operational and financial impacts posed by significant climate-related risks and opportunities to the Company. Assess the part of the value chain where risk and opportunity factors are occurring (own operations, upstream suppliers or downstream customers), time interval (1~3 years for the short term, 3~5 years for the medium term, and over 5 years for the long term), possibility and level of impact; The time intervals are determined mainly with reference to the Company's operating plans and goal setting. After evaluation and discussion, four significant risks were selected as risks that the Company needs to respond to, all of which affect the Company's own operations, and three potential opportunities were identified, all of which also affect the Company's own operations. The risks and opportunities affecting the Company's upstream and downstream value chain are currently assessed as less significant.
Risk factor Period of occurrence Financial impact
Transition risk Laws & regulations: Carbon pricing Mid-term (within 3-5 years) Increased operating cost

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Item Status of implementation
mechanism replacement of old equipment for new ones
• Incorporated energy-saving and carbon reduction requirements into procurement policy
• Continue to pay attention to policy and law changes and related requirements in the country of the transaction party
Market: Increase in raw material costs Mid-term (within 3-5 years) Increased direct cost
• Strengthen local supply chain, continue to manage raw material warehouse stock level, and incorporate climate factors into management considerations
• Enhance negotiations with suppliers, evaluate and promote supplier carbon inventory
Laws & regulations: Compulsory use of renewable energy Mid-term (within 3-5 years) Increased operating cost
• Continue to promote solar energy power generation installation plan.
Physical risk Short-term: Increase in the frequency and intensity of extreme weather events Short-term (within 1-3 years) Increased operating cost
• Enhance the evaluation on the system and drills for the emergency response capability of factory premises and offices
• Continue to maintain operations responding to climate hazard mechanisms
Opportunity Financial impact Strategy for realizing opportunities
Adopting low carbon energy Decreased operating cost • Change in fuel for the use of boiler
• New system development and reduced power usage
• Gradual switch to self-use for renewable energy
• Continue to evaluate low-carbon energy sources
Adopt incentive policy Decreased operating cost • Evaluate solar power installation and matching level to government reward policy
Establishment of supplier sustainability management mechanism Decreased direct cost • Collaborate with suppliers to mitigate the effects posed by climate impacts on the Company.
• Suppliers with climate change response capabilities shall be selected as the first priority.

Item Status of implementation
3. Describe the financial impact of extreme climate events and transformation actions. (1) Financial impact of extreme climate events:
Extreme weather and climate events might affect the supply of raw materials, including increase in raw material costs and operating costs (logistics and transportation). Meanwhile, it might affect factory operations, including factory operation and personnel safety, etc., thus resulting in increase in operating costs.

(2) Financial impact of transformation actions: In response to climate change, and in consideration of the Company's characteristics, the Company has planned two major transformation directions:
a. Supplier sustainability management: Strengthen the frequency, and diversity of issues, of the communication with suppliers, understand the current market situation, establish the supply chain flexibility, seek second suppliers, local suppliers, etc., and provide customers with diversified products and alternative products as options, which might increase operating costs in the short term, but may reduce direct costs and operating costs in the long run.
b. Business location planning: For the new business locations, the consideration is given to areas with low climate sensitivity, and the adjustment of business activities during the renovation period to meet the low-carbon demand, which might result in decrease in operating costs. |
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | The Company has established the climate change risk management process. By identifying the climate-related risks and opportunities regularly, the Company has various responsible departments control risks and formulates responsive measures against the risk management status and disclosure in accordance with the Company’s "Risk Management Regulations", the Company continues to carry out annual identification of climate change risks and opportunities, response plan management, and progress tracking, and reports regularly both internally and externally. The Company has incorporated the climate change risk management procedure into the Company's existing risk management procedures. |
| 5. If a scenario analysis is used to assess the resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and main financial impacts used shall be explained. | When assessing climate-related risks and opportunities, the Company considers potential impacts within five years under different climate scenarios. With reference to domestic and international policy directions, net-zero transition pathways, and physical climate risks, the Company analyzes the net-zero scenario under the “IEA Net Zero Roadmap (NZE 2050)” and the 4°C warming scenario under “IPCC AR6 (SSP5-8.5)”.

Under the net-zero scenario, the global transition toward low carbon will accelerate, and policy, regulatory, and market requirements will become increasingly stringent. Carbon fees, the Carbon Border Adjustment Mechanism (CBAM), product carbon footprints, and requirements for recycled materials may all increase companies’ operating and export costs. At the same time, companies will need to accelerate the introduction of renewable energy, energy-saving management, carbon data management, and low-carbon technologies in response to customer and supply chain requirements for carbon reduction and green manufacturing. On the other hand, companies that establish low-carbon processes and management capabilities at an early stage may also enhance their market competitiveness and secure new business opportunities.

Under the 4°C warming scenario, the physical risks arising from climate change will become more pronounced. Events such as high temperatures, heavy rainfall, water shortages, flooding, and power outages may affect the stability of plant operations, equipment safety, water and electricity demand, and logistics and transportation efficiency, while increasing companies’ investment costs in disaster prevention, backup systems, cooling, drainage, and plant resilience. |

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Item Status of implementation
Therefore, companies need to strengthen infrastructure adaptation capabilities and operational resilience to reduce the impact of extreme weather on production and the supply chain.
6. If there is a transformation plan in response to the management of climate-related risks, describe the content of the plan, and the indicators and goals used to identify and manage physical risks and transformation risks. 1. In response to transition risks, the Company continues to replace old equipment and increase the proportion of self-generated solar power used for self-consumption.
2. The Company conducts greenhouse gas inventories each year and discloses relevant data in its sustainability report, establishes Scope 2 greenhouse gas reduction targets, and expects to complete third-party verification of the 2026 greenhouse gas emissions of the entire Group in 2027.
7. If internal carbon pricing is used as a planning tool, the basis for setting the price shall be explained. The Company has not yet adopted internal carbon pricing as a management tool, mainly because it is still continuing to monitor the development of carbon fees, carbon taxes, and related systems in Taiwan and abroad. The Company will evaluate the feasibility of introducing an internal carbon pricing mechanism based on regulatory trends, operating needs, and the progress of carbon management initiatives.
8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. In order to plan the GHG reduction strategies and in response to international trends and the national targets for Net Zero by 2050, Ta Chen Stainless Pipe identifies the climate change risks and opportunities and develops the carbon management reduction plan year by year, in order to combine the sustainability goals promoted currently. Taking into account industry characteristics and the Group’s existing inventory plan, the Company has established the following climate-related targets:
Climate Target Target Scope Target Achievement status in 2025
GHG reduction Scope 2 emissions from all operating activities of Ta Chen Stainless Pipe and its consolidated subsidiaries Base year: 2024
Target year: 2030
Target value: 1% reduction compared with the base year
Short-term target: 0.15% reduction in 2025 compared with the base year
Medium-term target: 0.50% reduction in 2027 compared with the base year In 2025, emissions were reduced by 214.826 metric tons of CO2e compared with the base year, and the annual target was achieved.
The implementation status in 2025 is as follows:
1. Replace the 2 fixed frequency air compressors to variable frequency air compressors: Save the energy by 289,073 kWh throughout the year.

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Item Status of implementation
2. Replace metal halide lamps in the plant with LED lighting fixtures: annual energy savings of 15,240 kWh.
3. Self-generated solar power used for self-consumption: 148,906 kWh for the year.
Achievement status in 2025:
Based on the 2024 electricity emission factor announced by the Bureau of Energy of 0.474 kg CO2e/kWh, the reduction measures above saved 214.826 metric tons of CO2e emissions, representing a 0.29% reduction in Scope 2 emissions compared with 2024. The target set for 2025 has been achieved.
9. GHG inventories, assurance status, and reduction goals, strategies, and concrete action plans (to be specified in 1-1 and 1-2 separately). Please refer to Tables 1-1 and 1-2 below.

1-1 The Company's GHG Inventory and Assurance in the Recent Two Years

1-1-1 GHG inventory information

Describe the GHG emission volume (metric tons CO2e), intensity (metric tons CO2e/NTD million), and data coverage for the most recent two years.

Item/Year Scope 1: Total Emissions (tons CO2e) Scope 2: Total Emissions (tons CO2e) Scope 1+Scope 2: Total Emissions (tons CO2e) Scope 1+Scope 2: Intensity (Metric tons of CO2e / NT$ Million)
2024 89,530.6715 73,097.3148 162,627.9863 1.7990
2025 107,463.986 80,216.567 187,680.553 1.8434

Note 1: Scope of GHG inventory: In 2024, the parent company and all subsidiaries included into the consolidated financial statements, except Nash Metals, LLC controlled by the Company upon acquisition on December 31, 2024. For 2025, the scope covers the parent company and subsidiaries included in the consolidated financial statements.
Note 2: Scope 1+2 emission intensity = Scope 1+2 total emissions ÷ Operating Revenue of the financial statements falling within the scope.
Note 3: Greenhouse Gas Protocol (GHG Protocol).
Note 4: As the consolidated company didn't receive RECs in both fiscal years, the reference data of its location within Scope 2 are equivalent to the market reference data.

1-1-2 GHG assurance information

Describe the status of assurance in the last 2 years up to the date of publication of the annual report, including the scope of assurance, institutions of assurance, criteria of assurance, and opinions of assurance.

Item/Year 2024 2025
Scope of assurance Ta Chen Group (Ta Chen、Brighton-Best、Tachen Jitai、Ta Chen (Boye)、Right Way、Right Way (Malaysia)) Scope 1 and Scope 2 Ta Chen Group (Ta Chen、Brighton-Best、TCI、TKA、BBI-US、Tachen Jitai、Right Way、Right Way (Malaysia)) Scope 1 and Scope 2
Assurance organization SGS Taiwan Limited (SGS) SGS Taiwan Limited (SGS)

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Assurance criteria ISO14064-3:2019 (Note)
Assurance opinion - Reasonable assurance level: Ta Chen Stainless Pipe, Brighton-Best International (Taiwan) Inc., Right Way Industrial Co., Ltd., and Right Way Industrial (Malaysia) Sdn. Bhd.
- Limited assurance level: Shijiazhuang Tachen Jitai Machinery Co., Ltd. and Ta Chen (Boye) Machinery Co., Ltd. (Note)
Note: As of the date of the annual report publication, the assurance body had conducted verification of direct and indirect greenhouse gas emissions within the 2025 organizational boundaries from April 7 to April 22, 2026, and had completed on-site verification at the factory. The complete assurance information for the year 2025 will be disclosed in the Sustainability Report.

1-2 GHG reduction goals, strategies and concrete action plans

In order to plan the GHG reduction strategies and in response to international trends and the national targets for Net Zero by 2050, Ta Chen Stainless Pipe identifies the climate change risks and opportunities and develops the carbon management reduction plan year by year, in order to combine the sustainability goals promoted currently. Considering the characteristics of the industry and the Group’s existing inspection plan, the Company has established the following climate-related targets:

Climate Target Target Scope Target Achievement status in 2025
GHG reduction Scope 2 emissions from all operating activities of Ta Chen Stainless Pipe and its consolidated subsidiaries Base year: 2024
Target year: 2030
Target value: 1% reduction compared with the base year
Short-term target: 0.15% reduction in 2025 compared with the base year
Medium-term target: 0.50% reduction in 2027 compared with the base year In 2025, emissions were reduced by 214.826 metric tons of CO2e compared with the base year, and the annual target was achieved.

The implementation status in 2025 is as follows:

  1. Replace the 2 fixed frequency air compressors to variable frequency air compressors: Save the energy by 289,073 kWh throughout the year.
  2. Replace metal halide lamps in the plant with LED lighting fixtures: annual energy savings of 15,240 kWh.
  3. Self-generated solar power used for self-consumption: 148,906 kWh for the year.

Achievement status in 2025:

Based on the 2024 electricity emission factor announced by the Bureau of Energy of 0.474 kg CO2e/kWh, the reduction measures above saved 214.826 metric tons of CO2e emissions, representing a 0.29% reduction in Scope 2 emissions compared with 2024. The target set for 2025 has been achieved.


(VII) Operation of the Company’s business integrity, deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons

Item for Evaluation Operation Deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons
Yes No Summary
I. Establish ethical management policy and procedure
(i) Does the Company have bylaws and external documents approved by the Board that uphold its policy and business integrity, and are the Board and top management team committed to implementing such policy?
(ii) Does the company establish the evaluation mechanism for the risk of unethical conducts, so as to regularly analyze and evaluate the operating activities associated with high risk of unethical conduct, and establish appropriate preventive measures at least for the business activities prescribed in Paragraph 2, Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”?
(iii) Has the Company established relevant programs which are duly enforced to prevent unethical conduct and provide implementation procedures, guidelines, penalties and grievance channels? Does the Company implement and regularly review to revise them? (i) The Company has stipulated “Guidelines for ethical management operations and behaviors.
(ii) Aside from prohibition of unethical behaviors by “Guidelines for ethical management operations and behaviors”, the followed decree and policy is also disclosed.”
(iii) “Guidelines for ethical management operations and behaviors” stated clearly the range of protected programs and the responsible unit No major differences found
II. Implementation of ethical corporate management
(i) Does the Company evaluate the ethical record of transacting bodies, and clarify ethical behavior terms in the contracts with transacting bodies?
(ii) Has the company set up a special (concurrent) unit under the direct supervision of the Board, to handle the implementation of the Company’s ethical standards and report the ethical policies and unethical conduct prevention program to the BoD periodically (at least annually)? (i) The Company adopts credit operation for transacting bodies. When cooperating with the enterprise, the Company will fulfill the stated content of signed contracts, in order to implement the concept of ethical business management.
(ii) The Company’s Finance Department is a dedicated unit for the promotion of ethical management. It is responsible for the formulation and supervision of the implementation of ethical management policies and preventive plans, assists the President in formulating policies and coordinates with relevant departments to implement ethical management related issues. And reports the implementation status to the Board of Directors at least once a year. The Board of Directors reviews relevant issues and, when necessary, provides opinions and suggestions to the management team for improvement. The most recent report to the Board of Directors was made on November 12, 2025. The relevant implementation status is as follows:
1. Education and training: In 2025, the training rate for new employees was 100%. A total of three attendances by directors and managerial officers participated in training courses, including legal liability analysis of “greenwashing” and false sustainability reports, “Anti-Money Laundering and Counter-Terrorism Financing for Senior Management,” and “Practical Analysis of Unlawful Workplace Infringement and Sexual Harassment,” totaling 10 hours.
2. Awareness and communication: The Company conducted awareness communication for employees on laws and regulations related to insider trading, ethical corporate management, anti-corruption, anti-bribery, and legal compliance, with an achievement rate of 100%. The Company also conducted awareness No major differences found
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Item for Evaluation Operation Deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies, and the reasons
Yes No Summary
communication for all 12 directors and managerial officers on the “Laws and Regulations Related to Insider Trading and Insiders’ Equity Interests, and Matters to Be Noted,” and reminded directors not to trade the Company’s shares during the closed period of 30 days before the announcement of the annual financial report and 15 days before the announcement of each quarterly financial report.
(iii) Did the Company establish anti-interest conflict policy, provide suitable channels for statements, and implement the execution of which? (iii) The Company’s “Procedure for Ethical Management and Guidelines for Conduct” has expressly stated the requirements about avoidance of conflict of interest. Anyone shall recuse themselves from the motion with which he/she has a conflict of interest at the time of resolution. The Company provides employees with uninterrupted grievance channels. Any employee may file a complaint with his/her immediate supervisor via such channels, directly or indirectly. No major differences found.
(iv) To implement relevant policies on ethical conduct, does the Company establish effective accounting and internal control systems? Does the internal audit unit make related audit plans based on the evaluation results of the unethical conduct prevention program, so as to audit the compliance with unethical conduct prevention program by the internal auditors or the entrusted CPA? (iv) Internal audit of the Company is implemented according to set audit plans, so as to ensure that the Company’s internal operation follows the different legal regulations and policies. No major differences found
(v) Does the Company regularly host internal and external training on ethical management? (v) The Company takes advantage of important meetings to communicate the ethical management best-practice principles from time to time, and demand strict implementation of the same principles. No major differences found
III. Operation of the Company’s reporting system
(i) Does the Company establish the actual report and reward system, and formulate a convenient report channel, assign responsible personnel according to the reported target? (i)Article 23 of the “Ethical Corporate Management Best Practice Principles” and Article 21 of the “Procedures for Ethical Management and Guidelines for Conduct” of the Company are the provisions related to the whistleblowing system. When any of the Company's personnel finds any unethical conducts, he/she should take the initiative to report to independent directors, managerial officers, the internal audit officer, or other appropriate person. No major differences found.
(ii) Does the Company establish standard operating procedures for investigating complaints, and the subsequent measures taken after the investigation and ensuring that such complaints are handled in a confidential manner? (ii) The Company has established the standard operating procedures and related confidentiality mechanisms for the investigation of reported matters in Article 23 of the “Ethical Corporate Management Best Practice Principles” and Article 21 of the “Procedures for Ethical Management and Guidelines for Conduct.” No major differences found.
(iii) Does the Company adopt protective measures to ensure that the reporting party is not mistreated due to reporting? (iii)The Company has prescribed the relevant protection measures in Article 23 of the “Ethical Corporate Management Best Practice Principles” and Article 21 of the “Procedures for Ethical Management and Guidelines for Conduct.” No major differences found.
IV. Enhance information disclosure
Does the Company disclose the content of its set ethical management guidelines and efficiency of which on its website and public information observatories? The Company website publishes the relevant financial and management information, allowing investors to learn more about the operation of the Company. The information is also disclosed in public information observatories. No major differences found.
V. If the Company has its own corporate ethical management guidelines according to “C Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, please clarify differences between the operation of which and the set guidelines: The Company is yet to establish its own corporate ethical management guidelines according to “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”. For the corporate ethical management guidelines stated in “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, the Company has considered the current operation of the
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Item for Evaluation Operation Deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies, and the reasons
Yes No Summary
Company and the legal regulations. The Company will implement which gradually, with no major differences found.
VI. Other important information beneficial for understanding the operation of corporate ethical management: (such as review and amendments of its set ethical management guidelines, etc.): None.

(VIII) Other important information that can increase understanding to the Company's corporate governance:

  1. Succession planning for directors and key management

(1) Board of Directors members

The Board of Directors is elected in accordance with the "Procedures for Election of Directors" and "Corporate Governance Best Practice Principles" of the Company, which stipulate that the composition of the Board of Directors shall be diversified. Meanwhile, the Company also formulates the diversity policy based on the Company's own operation, business model and development needs, including but not limited to, basic conditions and values, and professional knowledge and skills.

The Company's succession planning for directors will be based on the following criteria for selection of talents internally and externally:

  • Possessed the ability in planning, decision-making, and leadership over the Company's operations;
  • Uphold the values consistent with the Company's core values;
  • Have experience in the industry relevant to the Company's operation;
  • Able to provide the Company a board of directors that can effectively coordinate and meet the needs of the Company.

The Company plans the succession of directors in the following manners:

  • The incumbent directors shall recommend suitable candidates;
  • Directors recommended by shareholders;

The results of the performance evaluation of the Board of Directors shall be used as the reference for the nomination of directors for re-election.

(2) Succession planning and operation of key management personnel

The Company's employees at managerial level (inclusive) or above are important to the management, and the Company has implemented the succession planning for key management step by step, including cross-disciplinary training of senior executives, and implementation of the job representative system. Each management level has a functional substitute. In order to cultivate key management personnel and their functional substitutes, the Company organizes internal and external training courses from time to time. In addition to professional ability training, the training contents also contain cultivation of the ability of judgment, management and solution of problems to improve the quality of decision-making by the management and prepare the high-quality manpower for the Company's long-term development.

The successors to the Company's key management should not only possess integrity, innovation, customer-oriented core competence, professional knowledge and technical skills, but also share the same values as the Company's, so that the Company's spirit and culture may be shaped from top to bottom.

  1. Intellectual Property Management Plan

To ensure that intellectual property management achieves the organization's operational


objectives, that the operations of the Company and its subsidiaries comply with the requirements of intellectual property-related laws and regulations, that the intellectual property required for operations is properly protected, and that infringement of others' intellectual property rights is avoided, the implementation of the Company's Intellectual Property Management Plan is as follows:

(1) Trademark Management:
- The Company continues to monitor the regions where the Company and its subsidiaries market and promote products and provide services, observes future corporate planning and development, and files applications for registration of new trademarks in advance to improve its trademark portfolio.
- When introducing or developing new products, the Company conducts prior trademark searches and clearance to avoid infringing others' trademark rights.
- The Company understands trademark regulations in Taiwan and overseas markets.
- The Company creates and maintains registers of registered trademarks and maintains their validity.
- The Company actively protects the trademark rights of the Company and its subsidiaries in the regions where they conduct marketing, promotion, and services, combats bad-faith attempts to exploit trademarks or company names, eliminates infringement by others, prevents harm to the Company's trademark rights and interests, and establishes and maintains the Company's brand value.

(2) Patent Management
- In response to business needs, the Company conducts patent searches and files applications for registration in accordance with regulations.
- The Company creates and maintains registers of registered patents, makes regular payments, and maintains the validity of patent rights.
- The Company understands patent regulations in Taiwan and overseas markets.

(3) Trade Secret Management
- Through measures such as computer system management, regular education and training for all employees, access control management, and information security management, the Company ensures that the trade secrets it seeks to protect meet the requirements set forth in the Trade Secrets Act, and regularly conducts awareness communication on trade secret protection for all employees.
- Confidentiality clauses must be included in the Company's external cooperation contracts, and penalties for disclosure of confidential information must be specified.
- The Company enters into written documents with employees to protect the Company's confidential information from external disclosure.

(4) Status of implementation
The Company implements the Intellectual Property Management Plan and reported the results of intellectual property-related implementation to the Board of Directors on November 12, 2025. As of December 31, 2024, the intellectual property list and achievements obtained by the Company and its subsidiaries were as follows:

Region Trademarks Patents
Taiwan 81 3
Foreign 244 121
Total 325 124

(IX) Execution of the internal control system:

  1. Internal control statement

Ta Chen Stainless Pipe Co., Ltd
Internal Control Statement

Date: March 11th, 2026

Regarding the Company’s internal control system in the year 2025, according to the results of self-check, statements are made as follows:

I. The Company is aware of the construction, implementation and maintenance of the internal control system is the responsibility of the Company’s Board of Directors and managers, and has established the system of which. The goal is to achieve the goals in operation performance and efficiency (including profit gained, performance and protection of asset safety, etc.), to provide reasonable assurance that objectives related to the reliability, timeliness, and transparency of financial reporting, and compliance with applicable standards and relevant laws and regulations, are achieved.

II. The internal control system has its own natural limitations, regardless of how complete its design is, effective internal control system can only provide reasonable guarantee to achieving of the above-mentioned three goals; moreover, due to changes in environment and situations, the effectiveness of the internal control system may be due to change. The Company’s internal control system is designed with a self-supervision mechanism. If problems are identified, the Company will take immediate correction.

III. The Company determines whether the design and implementation of the internal control system is effective according to the items of determination for the effectiveness of an internal control system as stated in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as “Governing Regulations”). The items of determination for the effectiveness of an internal control system adopted by the “Governing Regulations” divides an internal control system to its five main key components according to the management control process: 1. Control environment, 2. Risk evaluation, 3. Control operation, 4. Information and communication, and 5. Supervision. Each component includes various sub-items. For details of which, please see the regulations of the “Governing Regulations”.

IV. The Company has adopted the above-mentioned the items of determination for the effectiveness of an internal control system, in order to check the design of the internal control system and the effectiveness of its implementation.

V. Based on the results of the aforementioned assessment, the Company concludes that as of December 31, 2025, its internal control system — including the supervision and management of subsidiaries — was effectively designed and implemented with respect to the achievement of operational effectiveness and efficiency, the reliability, timeliness, and transparency of reporting, and compliance with applicable regulations and relevant laws. The system provides reasonable assurance regarding the attainment of the aforementioned objectives.

VI. This Statement will be the main content of the Company’s annual report and public explanatory report and made available to external parties. If the above-mentioned public content is found to be false, concealing, or any other unlawful condition, the Company fall liable to the legal responsibilities stated in Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.

VII. This statement is accepted by the Company’s Board of Directors on March 11th, 2026. Amongst the 12 listed directors, 0 opposed to the statement, the remaining attendance agreed to the content of this statement, thereby issued this statement officially.

Ta Chen Stainless Pipe Co., Ltd

Chairman: Li-Yun Hsieh Stamp
CEO: Rung-Kun Shieh Stamp


  1. For when accounts are entrusted to audit internal control system, information of the accountants' audit report shall be disclosed: Not applicable to the Company.

(X) In the recent fiscal year, until the date of the publication of this annual report, important decisions made by the Shareholders' meeting and the Board of Directors

  1. The contents of important resolution made by 2024 annual general meeting, and implementation status thereof :

(1). Ratification of 2024 business report and financial statements.
Implementation status: The motion has been passed unanimously.

(2). Ratification of the 2024 earnings distribution plan, distribution of cash out of capital reserve.
Implementation status: July 11, 2025 was set as the record date. All have been distributed in full per the resolution made by the shareholders' meeting on August 14, 2025. (The cash dividend was NT$1.1 per share.)

  1. Important resolutions of the Board of Directors:
Date of Meeting Session Important resolutions
March 12th, 2025 11st meeting, 13th Session 1. Approval of the proposal for Ta Chen International Inc., a subsidiary of the company, increase its capital investment in Primus Pipe and Tube Holding, Inc. by USD 45 million
2. Approval of the Company's sub-subsidiary, Primus Pipe and Tube Holding, Inc., plans to make a new investment of US$45 million in the establishment of Bristol Pipe and Tube, Inc.
3. Approval of the acquisition of major asset by sub-subsidiaries, Bristol Pipe and Tube, Inc.
4. Approval of the Company to establish the Regulations Governing Endorsements and Guarantees for Subsidiaries.
5. Approval of the endorsement and guarantee for a subsidiary.
6. Approval of the Company to provide a guarantee/endorsement to Ta Chen Lung Mei Home Life Co., Ltd.
7. Approval of the Company's plan to loan the fund USD 60 million to TKA.
8. Approval of the Company's 2024 business report and financial statement.
9. Approval of the Company's 2024 statement of internal control system.
10. Approval of the proposal for suspension of repatriation of various overseas subsidiaries' accumulated earnings to the parent company.
11. Approval of the proposal for distribution of directors' remuneration and employees' remuneration of 2024.
12. Approval of the Directors' remuneration of 2024.
13. Approval of the 2024 earning distribution.
14. Approval of the proposal to amend the Company's Articles of Incorporation.
15. Approval of the proposal for the Company's wholly owned reinvestment subsidiary, Ta Chen (Hong Kong) Limited to lend funds of USD 1 million to Ta Chen (Boye) Machinery Co., Ltd.
16. Set the date, time, place and agenda of the Company's 2025 annual general meeting.
17. Approval of the proposal for “evaluation on the independence of the Company's external auditors”.
18. Approval of the implementation status of the IFRS Sustainability Disclosure Standards adoption plan.
April 15th, 2025 12st meeting, 13th Session 1. Approval of the proposal for disposal of the equity in the investee, Shijiazhuang Tachen Jitai Machinery Co., Ltd. and Ta Chen (Boye) Machinery Co., Ltd., in part by Ta Chen B.V.I., a subsidiary wholly owned by the Company.
2. Approval of the proposal for the company's subsidiary, Ta Chen International Inc., to provide endorsements and guarantees for Bristol Pipe and Tube, Inc.

Date of Meeting Session Important resolutions
March 12^{th}, 2025 13^{st} meeting, 13th Session 1. Approval of the proposal for the Company's consolidated financial statement for the 2025 first quarter.
2. Approval of the proposal for the remuneration of the CPAs engaged to audit the Company's financial statements
3. Approval of the proposal for issuance of new shares upon capital increase in cash.
June 26^{th}, 2025 14^{st} meeting, 13th Session 1. Approval of the proposal for Setting the Ex-Dividend Date.
2. Approval of the issue price and other matters related to the Company's 2025 capital increase in cash.
3. Approval of the proposal for the Company plan to provide a guarantee/endorsement to Ta Chen Lung Mei Home Life Co., Ltd.
August 12^{th}, 2025 15^{st} meeting, 13th Session 1. Approval of the proposal for the Company's consolidated financial statement for the 2025 second quarter.
2. Approval of the Company's 2024 Sustainability Report.
3. Approval of the proposal for increased investment of NTD 200 million to Ta Chen Lung Mei Home Life Co., Ltd.
November 12^{th}, 2025 16^{st} meeting, 13th Session 1. Approval of the proposal for the Company's consolidated financial statement for the 2025 third quarter.
2. Approval of the proposal for the Company plan to provide a guarantee/endorsement to Wei Mei Hsin Shu Interior Decoration Co., Ltd.
3. Approval of the proposal for the Company plan to provide a guarantee/endorsement to Ta Chen Lung Mei Home Life Co., Ltd.
4. Approval of the proposal for Ta Chen International Inc., a subsidiary of the company, increase its capital investment in TCI TEXARKANA, INC. by USD 90 million.
5. Approval of add the Company's “internal control systems”, and “internal audit enforcement rules”.
6. Approval of the “2026 Annual Audit Plan”.
7. The proposal for the salaries, bonuses, and compensation of the Company's managers was approved by the Remuneration Committee.
March 11^{th}, 2026 17^{st} meeting, 13th Session 1. Approval of the 2025 business report and financial statements.
2. Approval of the Company's 2025 Declaration of Internal Control.
3. Approval of the proposal for suspension of repatriation of various overseas subsidiaries’ accumulated earnings to the parent company.
4. Approval of the proposal for distribution of directors' remuneration and employees’ remuneration of 2025.
5. Approval of the 2025 earning distribution.
6. Approval of the 2025 earning distribution.
7. Approval of the election of directors..
8. Approval of the nomination of 12 directors (including 4 independent directors) to be accepted by the Company's 2026 annual general meeting.
9. Approval of the review of the list of Director (including Independent Director) candidates.
10. Approval of releasing the prohibition for newly elected directors to work concurrently in competing companies.
11. Approval of the proposal to amend the Company's Articles of Incorporation.
12. Approval of amending the Company's “Procedure Governing the Acquisition or Disposal of Assets”.
13. Approval of amending the Company's “internal control systems”, and “internal audit enforcement rules”.
14. Approved the date, time, venue, and agenda for the Company’s 2026 annual shareholders’ meeting.
15. Approval of the appointment of the Company's independent auditors for 2026.
16. Approval of the proposed acquisition of equity interests in Benefi International Co., Ltd.
17. Approval of the proposal for the Company plan to provide a guarantee/endorsement to Ta Chen Lung Mei Home Life Co., Ltd.
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(XI) In the recent fiscal year, until the date of the publication of this annual report, opposing opinion of directors or supervisors on the passing of major decisions with records or written statements, the major content of which: Not applicable to the Company.

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2.4 Auditor Reimbursement Information

(I) Paid to CPA, CPA’s firm and its affiliates the audit, non-audit fees and the non-audit service content should be disclosed.

Units: NT$ Thousand

Name of the CPA’s firm The CPA name The audit period Audit fee Non-audit fee Total Remarks
System design Business registration Human resources Others (Note) Sum
Deloitte & Touche Chi-Chen Lee Chang-Chun Wu January 1st, 2025 ~ December 31st, 2025 14,898 - 190 - 4,327 4,517 19,415

Note: Non-audit fees - others, including the transfer pricing and tax consultation service fees.

(II) The Company has not changed accounting firm, and the audit public fee has not decreased more than 10% compared to that of the previous year.


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2.5 Information on Change of Auditors:

(I) Information regarding the former CPAs

Date of replacement Approved by the Board of Directors on March 12, 2025
Reason for replacement and explanation In line with the internal rotation system for engagement certified public accountants of Deloitte & Touche, starting from the first quarter of 2025, the engagement certified public accountants were changed from CPA Chi-Chen Lee and CPA Chao-Chin Yang to CPA Chi-Chen Lee and CPA Chang-Chun Wu.
Describe whether the Company terminated or the CPAs terminated or did not accept the engagement Carties
Circumstances CPAs The Company
Terminated the engagement N/A
No longer accepted (discontinued) the engagement
If the CPAs issued an audit report expressing any opinion other than an unqualified opinion during the 2 most recent years, specify the opinion and the reasons N/A
Disagreements with the Company Yes Accounting principles or practices
Disclosure of financial reports
Audit scope or steps
Others
No
Specify details: Not applicable
Other disclosures (Any matters required to be disclosed under sub-items 4 to 7 of Article 10.6.1) No

(II) Information Regarding the Successor CPAs

Name of accounting firm Deloitte Taiwan
Name of CPAs Chi-Chen Li and Chang-Chun Wu
Date of engagement Approved by the Board of Directors on March12, 2025
Subjects discussed and results of any consultation with the CPAs prior to the engagement, regarding the accounting treatment of or application of accounting principles to any specified transaction, or the type of audit opinion that might be issued on the company's financial report N/A
Successor CPAs’ written opinion regarding the matters of disagreement between the Company and the former CPAs N/A

(III) The reply letter from the former CPA regarding the Company’s disclosures regarding the matters under Article 10.6.1 and 10.6.2(3) of the Regulations: N/A

2.6 If Company Directors, CEO, Managers of Financial or Accounting Affairs Have Worked for an Auditing Office or Affiliates in The Previous Year: Not applicable to the Company.


2.7 Changes in Equity Transfer and Pledge for Directors, Supervisors, Managers and Major Shareholders

(I) Changes in equity of directors, supervisors, managers and main shareholders

Post Name 2025 2026 until April 18th Remarks
Increased (decreased) number of shares hold Increased (decreased) number of pledged shares Increased (decreased) number of shares hold Increased (decreased) number of pledged shares
Chairman Li-Yun Hsieh 6,648
Company Representative Wei-Yi Investment Co., Ltd. 8,677
Director I-Lan Ou (289,000) 1,500,000
Company Representative Li Zhi Investment Co., Ltd. 20,628
Director Shih-Hsie, Tu 355,453
Director and CEO Rung-Kun Shieh (40,629,657)
Company Representative Ta Ying Cheng Investment Co., Ltd.
Director Yong-Yu Tsai 380,000 492,000
Director Chao-Chin Tsai
Director Erh-Yi Hsieh 57,410
Director Mei-Feng Lin 101,951
Company Representative Linfangjin Charitable Foundation (50,000)
Independent Director Chun-An Sheu
Independent Director Ming-Chang Shen
Independent Director Guang-Hsiang Wang
Independent Director Kuang-Tzu Wang
Vice CEO Di-Jin Chang 150,000
Senior Manager Huai-Yi Yang (108,057) Dismissed on January 31, 2026.
Senior Manager Man-Ting Chen 45,080 Dismissed on January 31, 2026.
Senior Manager Song-Mao Chen 22,658 Dismissed on January 31, 2026.
Senior Manager Rui-Cai Guo 117,735 Dismissed on January 31, 2026.
Finance (accounting) Department Manager Jian-Chong Weng 4,366

(II) Information of rights transfer: None.
(III) Information of pledged rights: None.


2.8 Shareholding Ratio Accounts for the Relationship Between the Top Ten Shareholders
April 13th, 2026

Name Stocks hold by the person Stocks hold by the partner, underaged children Stocks hold by the name of others For top 10 shareholders that are the 6threlated party, partner, close relative of another according to Financial and Accounting Standards, the name and relationship of which Remarks
Numbers of shares Ratio of shares hold Numbers of shares Ratio of shares hold Numbers of shares Ratio of shares hold Name Relationship
Brighton-Best International (Taiwan) Inc. 185,963,884 7.20% - - - - Ta Chen Empire Co., Ltd. Tong Yi Investment Co., Ltd. Parent and Subsidiary Companies Director of Brighton-Best International (Taiwan) Inc. -
Person in charge: Li-Yun Hsieh 150,508 0.01% 521,302 0.02% - - - - -
Preparatory Office of Pei Yin Investment Co., Ltd. 130,000,000 5.03% - - - - Kun Ling Investment Co., Ltd. The representative for all entities is Ling-Hwa Wang Note 1
Representative: Ling-Hwa Wang - - - - - - - - -
Yuanta/P-shares Taiwan Dividend Plus ETF 113,127,919 4.38% - - - - - - -
Ta Ying Cheng Investment Co., Ltd. 95,101,808 3.68% - - - - - - -
Representative: Bing-Shan Cheng 560 - 242,022 0.01% - - - - -
Capital Taiwan Select High Dividend ETF Fund Account 73,720,000 2.85% - - - - - - -
Kun Ling Investment Co., Ltd. 70,391,866 2.72% - - - - Preparatory Office of Pei Yin Investment Co., Ltd. The representative for all entities is Ling-Hwa Wang Note 2
Representative: Ling-Hwa Wang - - - - - - - - -
Jinn Her Enterprise Co., Ltd. 54,964,128 2.13% - - - - - - -
Representative: Yong-Yu Tsai 1,719,618 0.07% 3,510,472 0.14% - - - - -
Toyota Tsusho Corporation under custodial services by the Business Department of Standard Chartered Bank (Taiwan) Limited. 49,659,677 1.92% - - - - - - -
Ta Chen Empire Co., Ltd. 46,058,271 1.78% - - - - Brighton-Best International (Taiwan) Inc. Parent and Subsidiary Companies -
Person in charge: Li-Yun Hsieh 150,508 0.01% 521,302 0.02% - - - -
Tong Yi Investment Co., Ltd. 39,469,478 1.53% - - - - Brighton-Best International (Taiwan) Inc. Director of Brighton-Best International (Taiwan) Inc. -
Person in charge: Su-Gan, Tai Chen - - - - - - - - -

Note 1 : The principal shareholders are Han-Yin Hsieh and Pei-Rong Hsieh.
Note 2 : The principal shareholders are Rung-Kun Shieh and Ling-Hwa Wang.


2.9 Comprehensive Shareholding Ratio

Unit: Share; % April 18th, 2026

Transfer investment business (Note 1) The Company’s investment Investment by directors, supervisors, managers and direct or indirect controlled businesses Comprehensive investment
Number of Shares Shareholding Ratio Number of Shares Shareholding Ratio Number of Shares Shareholding Ratio
Ta Chen International Inc 482,836 100.00% 482,836 100.00%
Ta Chen (B.V.I.) Holdings, Ltd. 32,625,300 100.00% 32,625,300 100.00%
Brighton-Best International (Taiwan) Inc. 442,058,040 42.85% 14,305,028 1.39% 456,363,068 44.24%
WEI MEI ROLLER BLIND CO., LTD. 18,000,000 100.00% 18,000,000 100.00%
TA CHEN LUNG MEI HOME LIFE CO., LTD 30,998,356 99.99% 30,998,356 99.99%
Ta Chen (Hong Kong) Limited 10,000,000 100.00% 10,000,000 100.00%
TY Steel Co., Ltd. 26,395,800 38.75% 26,395,800 38.75%
Ta Chen GREEN SYSTEM CO., LTD. 6,000,000 50% 6,000,000 50%
Right Way Industrial Co., Ltd. 779,000 0.26% 91,200,000 30.36% 91,979,000 30.62%
City Mocean Co., Ltd. (note 2) 490,000 49% 490,000 49%

Note 1: Long-term investment of the Company with the equity method.
Note 2: Dissolution was approved in January 2026, and the relevant liquidation procedures are still in progress.

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3. Fundraising

Unit: NTD April 18th, 2026

3.1 Source of Equity:

Date Publishing price (NTD) Authorized share capital Paid-in share capital Remarks
Number of shares Value Number of shares Value Source of shares Shares paid by assets other than cash Others
September, 2018 - 950,000,000 9,500,000,000 983,790,052 9,837,900,520 Surplus 37,838,079 shares None Note 1
October, 2018 42 1,500,000,000 15,000,000,000 1,233,790,052 12,337,900,520 Seasoned public offerings 250,000,000 shares None Note 2
October, 2019 - 1,800,000,000 18,000,000,000 1,233,790,052 12,337,900,520 Authorized share capital offerings 300,000,000 shares None Note 3
August, 2020 - 1,800,000,000 18,000,000,000 1,258,465,853 12,584,658,530 Surplus 24,765,801 shares None Note 4
October, 2020 18 1,800,000,000 18,000,000,000 1,658,465,853 16,584,658,530 Seasoned public offerings 400,000,000 shares None Note 5
October, 2021 43 2,200,000,000 22,000,000,000 2,008,465,853 20,084,658,530 Seasoned public offerings 350,000,000 shares None Note 6
August, 2022 - 3,000,000,000 30,000,000,000 2,028,550,512 20,285,505,120 Surplus 20,084,659 shares None Note 7
August, 2023 - 3,200,000,000 32,000,000,000 2,434,260,615 24,342,606,150 Surplus 405,710,103 shares None Note 8
October, 2025 31 3,200,000,000 32,000,000,000 2,584,260,615 25,842,606,150 Seasoned public offerings 150,000,000 shares None Note 9

Note 1: Approved by Ministry of Economic Affairs on September 18, 2018 economic attribute No. 10701115690
Note 2: Approved by Ministry of Economic Affairs on October 29, 2018 economic attribute No. 10701133230
Note 3: Approved by Ministry of Economic Affairs on October 29, 2019 economic attribute No. 10801077700
Note 4: Approved by Ministry of Economic Affairs on September 4, 2020 economic attribute No. 10901140830
Note 5: Approved by Ministry of Economic Affairs on November 5, 2020 economic attribute No. 10901205840
Note 6: Approved by Ministry of Economic Affairs on November 15, 2021 economic attribute No. 11001205380
Note 7: Approved by Ministry of Economic Affairs on August 2, 2022 economic attribute No. 11101147830
Note 8: Approved by Ministry of Economic Affairs on August 23, 2023 economic attribute No. 11230155170
Note 9: Approved by Ministry of Economic Affairs on October 8, 2025 economic attribute No. 11430149700


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3.2 Major Shareholders
April 18th, 2026

Share Name of major shareholders Shares
Numbers of shares hold Shareholding ratio (%)
Brighton-Best International (Taiwan) Inc. 185,963,884 7.20%
Preparatory Office of Pei Yin Investment Co., Ltd. 130,000,000 5.03%
Yuanta/P-shares Taiwan Dividend Plus ETF 113,127,919 4.38%
Ta Ying Cheng Investment Co., Ltd. 95,101,808 3.68%
Capital Taiwan Select High Dividend ETF Fund Account 73,720,000 2.85%
Kun Ling Investment Co., Ltd. 70,391,866 2.72%
Jinn Her Enterprise Co., Ltd. 54,964,128 2.13%
Toyota Tsusho Corporation under custodial services by the Business Department of Standard Chartered Bank (Taiwan) Limited. 49,659,677 1.92%
Ta Chen Empire Co., Ltd. 46,058,271 1.78%
Tong Yi Investment Co., Ltd. 39,469,478 1.53%

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3.3 Company Dividend Policy and Implementation:

(I) Company's dividend policy:

If the Company's yearly account is found to have net profit after tax, such profit shall be prioritized for the use of making up for accumulated losses (including adjustment of the amount of retained earnings). By law, 10% of which shall be listed as lawful earned surplus. However, if the accumulated lawful earned surplus has reached the Company's paid-in capital, the limitation does not apply to the situation, then the special earned surplus shall be allocated or evaded according to legal regulations or competent authorities. The remaining surplus, combined with the undistributed surplus earnings by the beginning of the current period (including adjustment of the amount of undistributed surplus earnings), shall be planned for distribution by the Board of Directors before asking the shareholders' meeting to decide upon distribution of shareholders' bonus dividends.

The Company's dividend policy is based on the current and future plans of development upon consideration of the investment environment, capital requirement, local and international competition. Combined with considerations such as that of shareholder profits, surplus earnings to be distributed per year shall allocate no less than 20% for shareholders' bonus dividends; when distributing shareholders' bonus dividends, such distribution shall be paid in cash or stocks, the cash dividend within shall be no less than 20% of the total dividend.

(II) Distribution of bonus dividends by the current shareholders' meeting is as follows:

Amount distributed per share Source
Cash dividend NT$1.50 Unappropriated earnings

3.4 Impact of The Current Free Placement of the Company's Operating Performance and Earnings Per Share:

The Company does not disclose complete financial forecast and therefore does not apply.

3.5 Salary of Employees, Directors and Supervisors:

(I) Ratio and scope of remuneration of employees, directors and supervisors according to the Company Act:

According to Article 18-1 of the Company Act, for the current gross profit before tax of the Company of the year before deduction of employee and director remuneration, 3% of which shall be listed as employee remuneration (fifty percent of the total employee remuneration amount shall be distributed to non-executive employees), and that for director remuneration shall be no more than 1.5%. However, if the Company is still suffering from accumulated losses (including adjustment of the amount of undistributed surplus earnings), the amount of compensation shall be retained in advance.

The above-listed employee remuneration can be delivered in stocks or cash. The subject of payment shall include the employees of the subordinate company that meet the conditions set by the Board of Directors. The above-listed director remuneration can only be delivered by cash. The above two items shall be decided by the Board of Directors, and reported in shareholders' meeting.

(II) The annual financial statement of parent company only has approved and publicized that in the Board of Directors' resolutions if any material changes are made for the distributed amounts, the changed adjustment should be shown in the annual fee. Further amount changes after the approval and publicized date of the annual financial statement of parent company only should be coped with by accounting estimation change and be input to the statement for the year followed. If the Board of Directors' meeting made a resolution that the employee's compensations are distributed by stock, the stock bonus amount should be decided by the resolution bonus amount divided by the stock fair value, where the stock fair value refers to the closing price of the previous day of the shareholders' meeting (considering the influence of ex-right and ex-dividend)

(III) Information of employee, director and supervisor remuneration passed by the Board of Directors:

  1. Compensation for employees: NT$ 201,902,168 distributed in the form of cash. Of which 50%, amounting to NT$100,951,084, was allocated as employee compensation for non-management employees.

  1. Compensation for directors: NT$24,000,000 distributed in the form of cash
  2. Amount of dividend to be delivered to employees and ratio of which in the total of the current net profit after tax and employee dividend: Not applicable.

(IV) Remuneration delivered to employee, director and supervisor from surplus earnings in the previous year:

In 2024, the Company’s estimated listed employee, director and supervisor remuneration were NT$ 123,455,783 and NT$24,000,000 in cash respectively. The ratio of which in the year’s profit before tax were 3.00% and 0.58% respectively; the actual distributed amount is approximately identical to that of the estimated value.

3.6 Shares Bought Back of The Company:

(I) Repurchases already completed: None.
(II) Repurchases Still in execution: None.

3.7 Corporate Bonds Processing:

(I) Corporate bond processing: None.
(II) Information of transferred corporate bond: None.
(III) Issued of exchanged corporate bond: None.
(IV) Fundraising and issuance of common bond in shelf registration: None.
(V) Issued recognized dividend corporate bond: None.
(VI) Privately raised corporate bond processing in the recent three years: None.

3.8 Special Stock Processing: None.
3.9 Overseas Depositary Receipt Processing: None.
3.10 Employee Stock Option Certificate Processing: None.
3.11 Limitation of Employees’ Rights for New Shares: None.
3.12 Merging, Acquisition or Transfer of Shares of The Company to Issue New Shares: None.
3.13 Execution of Funding Plans: Not applicable.

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4. Operation Overview

4.1 Business Item

(I) Business scope

  1. Major content of operating business:
  2. Production and sales of products such as stainless steel pipes, square pipes, flat bars, pipe fittings, valves, nipples, and castings.
  3. Production and sales of products such as aluminum coil plates.
  4. Manufacturing and processing of plastic shutters and trading business of wooden shutters.
  5. Trading of aluminum products, stainless steel products, screw and nut products, hand tools, and industrial consumables.

  6. Current major product and ratio in operation:

Name of product Percentage %
Stainless steel product 35%
Screws, screw-nuts 21%
Aluminum product 42%
Window decoration and other products 2%
  1. Development plan of new products and services: None.

(II) Industry overview

  1. Current industry and development

(1) Stainless steel manufacturing industry:

The steel industry is an industry of capital and skills. Its linkage with industries is deep and broad, industries such as the metal manufacturing industry, machinery industry, transportation industry, construction industry and mechanical appliance industry rely on steel materials as its basic material. The development of which is closely related to the overall economy, acting as the basic industry of the nation's construction. Steel products can be categorized into common steels and special steels according to the manufacturing process of which. Special steels refer to the steel products where alloys such as nickels are added in the production of which, in order to improve the original characteristic of common steels, or equip which with other characteristics to produce the needed steels for different uses. Such steels are referred to as high-grade steel materials. Stainless steel is a main type of such special steels. It is anti-corrosion, antioxidant, electromagnetic, aesthetic and hygienic, creating a wide application field for stainless steel. In recent years, in the development of stainless steel, "alternative growth" is a force for growth for the industry. Nowadays, carbon steels and timber are gradually replaced by stainless steel as carbon steels require processing such as sandblasting and painting for its transformation from raw materials to finished products when applied in the different major industries. Such processing can generate pollution to the environment, which is against the increasingly popular trend of environmental protection of recent years. On the other hand, production with stainless steel can skip such processing procedures. With its appealing appearances and features such as being easy to clean, stainless steel are gradually widely applied in the production of medical and food appliances. Timber is most widely used in traditional


construction and the manufacturing of furniture. However, with drastic changes in climate globally in recent years, in order to ease global warming, forest protection has become an important topic of future development. As a result, the demand for timber is gradually enlarging with the decreasing supply of which. Stainless steel can act as an alternative substitute in some markets. As stainless steel can replace carbon steels, the use of which can be wider in the more industrialized countries. Therefore, the production of stainless steel and the level of consumption of a country can reflect the level of industrial development and national living standard of the country itself.

The U.S. Section 232 tariffs on steel and aluminum imports from various countries were originally imposed at 25%, but have been increased to 50% since June 4, 2025. In response to this adjustment, after comparing local procurement costs in the United States with offshore procurement costs, the Company's stainless-steel business will give priority to sourcing from regions with cost advantages. Overall, U.S. tariff policy in 2026 will continue to affect the export performance of steel producers and downstream industries. At the same time, trade remedy measures adopted by various countries will further intensify global trade frictions, thereby affecting the export performance of Taiwan's steel industry in 2026. In addition, geopolitical conflicts in the Middle East have created uncertainty over fluctuations in energy costs and logistics, and subsequent developments will require close attention.

(2) Screw and screw-nut industry:

Fasteners are made from wires (coil). The fastener has two categories, one is thread products, which include bolt, stud, screws, and nuts; another is non-thread products, which includes packing ring, rivet, tip, and anchor. The main function of fasteners is to combine various components into a unit or system, making it easier to assemble or dissemble assembler, through the securing function of the fastener, complete assembling a product, show its ability, and enhance the convenience on assembly, repair, replacement, or re-assembly, although it is not a cutting-edge technology, its relevant industries such as machine tool, industry machinery, electronics, electric machine, transportation, household appliances, furniture, and aerospace industry, etc. The area covers large to architectural engineering small to IC chip and applies broadly, known as "the rice of industry", it plays a big part in modernized industry, the amount of its usage often is seen as the index of the development in a country's industry. The application of the fastener industry is so broad that its sales performance is not affected by a single industry, he performance is mainly affected by the global economy.

Additionally, the usage of fastener products is positively correlated with the industrial development level of a country, the market of fastener is mainly centralized highly industrialized countries, the top two markets are the United States and EU. For import demand of a single country in 2025, the highest country was the US of US$6,038 million, and in recent years, Mainland China has been the country of fastest growth in the import price, which kept up with the US becoming the second largest import country. From the view of the global fastener market demands, for the time being, the most high-profile project is the US$1.2 trillion Plan of Infrastructure signed by US President Biden in November 2021. The infrastructure plan is intended for the hardware facility construction extending to highway, railway, bridge and power supply system. Said hardware facility construction is expected to drive the demand for raw materials including plastics, steel and cement needed by the bridge and road construction project. In 2025, the United States expanded tariffs on

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steel, aluminum, and fasteners and eliminated country-specific exemptions, which severely impacted the fastener industry. Looking ahead to 2026, global trade protectionism, geopolitical risks, and the formal implementation of the EU Carbon Border Adjustment Mechanism (CBAM) will remain important issues affecting the fastener industry.

Statistics of the Purchase Value of Major Fastener Import Countries 2019~2025

Unit: US$ million

Country 2019 2020 2021 2022 2023 2024 2025
EU 6,713 5,322 6,767 8,591 7,225 6,521 7,703
United States 5,554 4,805 6,063 7,762 6,340 6,634 6,038
Mainland China 2,839 2,789 3,281 2,858 2,446 2,479 2,354
Canada 1,659 1,384 1,639 1,983 1,980 1,908 1,981
Japan 1,105 892 1,000 1,151 985 965 999

Note: N/A, the latest statistics are yet to be published
Source of data: Fastener World, ITSI, "Customs Statistics" for China data; Brighton-Best International (Taiwan) Inc. compilation

From the global export market point of view, the major fastener export countries have been growing approximately steadily from 2019 to 2025, Asia (Mainland China, Taiwan, and Japan) is the main global supply region, among those three countries, China and Taiwan are the main supply country for medium and low carbon steel; Although North American and EU are the main import regions, at the same time export fasteners with high added value, forming a global division and complementary ecology, supplying industries in different countries.

Statistics of Purchase Value of Major Fastener Export Countries 2019~2025

Unit: US$ million

Country 2019 2020 2021 2022 2023 2024 2025
Mainland China 6,419 6,961 9,305 11,179 9,149 9,569 10,046
Taiwan 4,829 3,969 5,323 6,129 4,600 4,361 4,201
United States 4,397 3,622 4,127 4,765 5,447 5,628 5,628
EU 5,494 4,886 5,535 5,707 6,166 6,081 6,811
Japan 2,807 2,363 2,827 2,592 2,407 2,269 2,239
Canada 505 429 522 625 644 653 566

Note: N/A, the latest statistics are yet to be published
Source of data: Fastener World, ITSI, "Customs Statistics" for China data; Brighton-Best International (Taiwan) Inc. compilation

(3) Aluminum industry:


Aluminum is a relatively soft and malleable silvery white metal. It is the third most abundant element on earth (third only to oxygen and silicon). It is also the most abundant metal, the mass of which is around 8% of solid matters on earth. In the recent fifty years, aluminum has become one of the most widely applied metals in the world. After being refined to the structure of aluminum alloys, it is light, durable to heat, durable to corrosion with excellent electrical and thermal conductivity and easy to be processed in terms of metal characteristics. Therefore, apart from acting as key materials in aerospace and military industries, it is also widely used in transportation, mechanical appliances, construction, publishing, electronics, electronic appliances and furniture. Also, in the current trend for lighter and environmentally friendly products in metal industries, aluminum is regarded as one of the new green materials.

According to the latest data released by the International Aluminium Institute (IAI), the global primary aluminum output in 2025 totaled 73.78 million tons, of which China's output was 45.31 million tons, accounting for 61%. China is still the main origin of primary aluminium. However, after the U.S. Department of Commerce imposed anti-dumping and countervailing duties on Chinese aluminum alloy products in 2018, the volume of direct sales of Chinese aluminum products to the U.S. has been greatly declined. In 2019, the manufacturers in Europe and the Middle East were rising and sold a large number of products to the United States. On March 9, 2020, the Aluminum Association has filed the application for investigation on anti-dumping and countervailing duty imposed on 18 countries. The U.S. Trade Commission (USTC) ruled on April 23, 2020 that the U.S. aluminum market was indeed damaged, and initiated the investigation on the 18 countries officially. The ruling was finalized on March 2, 2021. The relevant countries have all been determined to be subject to anti-dumping or countervailing duties. In addition, the U.S. Section 232 tariffs on steel and aluminum imports from various countries were originally imposed at 25%, but have been increased to 50% since June 4, 2025. Except for externally purchased aluminum billets used as the initial feedstock, the Company's remaining hot-rolling and cold-rolling processes are carried out within the United States. Therefore, the Company is relatively less affected by the tariffs. In addition, geopolitical conflicts in the Middle East have created uncertainty over the supply of aluminum products. As the Company's purchases from that region account for a very low proportion of its total purchases, this will not have a material impact on the Company.

(4) Window decoration industry:

Ta Chen Lung Mei Home Life Co., Ltd. Invested by the Company owns 64 sales locations throughout Taiwan, engaged in selling the curtain products made by itself, and also roller blinds, dimming curtains, venetian blinds, vertical blinds, soft gauze curtains (upright soft gauze curtains/horizontal soft gauze curtains/big S soft gauze curtains/Venus soft gauze curtains)/organ curtains/3D art curtains made by the affiliated company, WEI MEI HSIN SHU INTERIOR DECORATION CO., LTD., as well as the shutters produced by the Company. In June 2022, the Company acquired the equity of Right Way via the subsidiary, Brighton-Best International (Taiwan) Inc. to launch into the production of system furniture.

Ta Chen Lung Mei Home Life Co., Ltd. also worked with banks to provide consumers with the cardless installment consumption preferential treatment. Meanwhile, coupled with the convenience delivered by the one-stop shopping service for various products provided by the Company, the Company

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will continue to increase its market share in the domestic market.

  1. Linkage between the industry's upstream, midstream and downstream enterprises

Ta Chen Stainless Pipe Co., Ltd. and its subsidiaries are mainly in the business of stainless steel, aluminium, fasteners, and related industries. Its upstream source is metal refineries such as China Steel, Tang Eng Iron Works, and Yieh Hsing Enterprise, who produce stainless steel or carbon steel slabs or billets, which are then processed by hot rolling, cold rolling, and wire drawing, to produce stainless steel or carbon steel plates, tapes, and coils, to be sold to manufacturers through steel distributors, processing, and component manufacturing industries. In aluminium production, upstream manufacturers refine recycled aluminium to produce secondary aluminium alloy ingot and aluminium alloy ingots for extrusion (primary aluminium and scraps of aluminium), which are processed by casting and forging to produce aluminium products (plates, sheets, rolls, foils, bars, wires, drops), to be sold through distributors to manufacturers. International sales of metal materials and fasteners are through a complex global network of inter-connected supply chains in each country, forming competitive-cooperative relationships between international distributors and local distributors. Overall, the capacity of any single manufacturer of metal materials and fasteners is limited. As a result, in terms of an industry, the midstream and downstream are tied closely together, with high dependency on each other. Ta Chen Stainless Pipe Co., Ltd. integrates suppliers in Asia to provide high-quality stainless steel, aluminum materials and fasteners through our own offline and online distribution channels to retailers, distributors, and resellers.

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Inter-relationship Diagraph of the upstream, midstream and downstream of the stainless steel, aluminum and fastener industries

img-0.jpeg


  1. Development trend and competition

With the development of time and space, in the current trends of globalization and liberalization, the industry supply chain is circulated via the globalized network from acquisition of raw materials to the production and delivery of the final product to the hands of consumers. Not only are consumers of products globalized, competitions also exist across the globe. As the Company falls under the stainless steel, aluminum and industrial fastener international channel industry, there are two main trends of development: 1. Lower cost; 2: Increase value. The future development trends of the international channel industry are as follows:

(1) Trend of global operation management

The development of the international channel industry is moving towards the operation of "Global Logistics", especially for global cross-national large OEM leading enterprises. In response to global competition, OEM end-users are focusing their internal resources on core operations, outsourcing the rest of its operations to eternal professional channel industries. By doing so, the large number of suppliers is greatly reduced. The non-core procurement items such as raw materials or components would be outsourced to a single or few quality professional channel enterprises in the way of turnkey by signing a long-term supplying contract, forming a long-term partnership. By Vendor Managed Inventory (short for "VMI"), the company gets to significantly improve the service of which. Channel enterprises are responsible for items including continue to lower cost of purchase, take up liability of product quality with free inspection, construct and manage inventory by request, manage suppliers by request, provide JIT on-time delivery, so as to lower overall cost and achieve the goal of JIT on-time production, sales and delivery. For the trend, as professional distributors or agencies possess inventory management abilities, they are gradually overtaking the OEM market. Small manufacturers and importers are gradually forced out of the market in the fierce competition created by the decrease of suppliers by OEM customers. This might be due to insufficient width of supplying goods or being unable to manage inventory and other add-on services by request. Under global operation management, professional distributors or agencies must also bear issues such as huge inventory and capital backlog. Therefore, they must seek out the supporting service of primary wholesalers to create partnership with which for its smooth operation. The primary wholesale industry is moving towards the development of logistics management and e-commerce in hope to achieve the operation goals of "buy all at once" and "customer virtual warehouse", in order to cater to the demand for stocks of professional distributors or wholesalers at all times while reducing inventory costs effectively. In such situations, the primary wholesale industry integrates the demand for stocks of professional distributors or wholesalers to take on greater power in procurement, so as to enjoy a greater space for negotiations on pricing, lowering the cost of which and promote its competitiveness in the professional channel market.

(2) Development of integration of the industrial network

In the fierce competition of the channel market, enterprises must respond to the demand of upstream and downstream customers faster. In its chase for maximum competitiveness, many enterprises have started to integrate their different commercial channel mechanisms. By joint planning and operation, the enterprises communicate with one another to share information on operation and business strategies, creating a highly integrated supply chain channel system, significantly raising the performance of the channel industry in general; also, by introducing an information management system to enhance the add-on value of products, the new method of operation is promised to hold the analysis of Big Data as one of the major trends in the future. With the analytic technique of which, enterprises target previous records of use and habits of customers to

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gradually construct the habits of use of customers of their own. By understanding the demand of customers to its fullest, the channel enterprises can tailor design the suitable product or service for which, such as the order of a certain type of fasteners at certain times throughout the year, or possible orders than happen only once in a few years, the enterprise can proactively request upon such orders when the time for order draws close, so as to increase the possibility of order confirmation.

4. Product competition

Now, as an international primary distributor, the Company and its subsidiaries (referred to as "Ta Chen Stainless Steel Group") mainly provide the global regions with quality and cheap products such as stainless steel materials and components, aluminum alloy materials and components and industrial fasteners through 40 operating spots such as the USA, Canada, the UK, Belgium, Australia, New Zealand and Brazil to local retailers, distributors or secondary wholesalers. As such, the Group becomes the largest import primary wholesaler of stainless steel materials, aluminum materials and industrial fasteners in the USA.

The production, supply and demand of China's stainless steel play a very important role in the global stainless steel market. The capacity arrangement of steelmakers in China and the domestic demand in China will indirectly affect the price of the global stainless steel market. In order to prevent the dumping of stainless steel products from China, countries around the world have imposed anti-dumping and countervailing duty measures against China. Meanwhile, the measures, such as M&A and alliances, are also applied to control the low cost of raw materials and expand the production scale to reduce costs and increase market share.

Looking into the future development of Taiwan's stainless steel industry, it is estimated that the future trend is industry holding company. The combo structure of which can include upstream production to processing of cold rolling stainless steel, paired with the infusion of international outlook, making the original money-losing procedure to a money-making treasure, bringing profit to all participants.

Fasteners are used in multiple industries. There are up to 600,000 types of products, the competition between which is complex and diverse. Taiwan's fastener industry is mostly for the supply of the MRO market, only a small number of enterprises focus on the OEM market. The main MRO product is the common fasteners. It is basically a market of free competition based on the pricing of products. Level of competition depends on the supply and demand of the market at the time. When the economy is weak with a low demand, some enterprises would lower the pricing of their products out of operating pressure, resulting in a decrease of quotation for the industry, reducing the profits earned by fellow enterprises and even causes severe losses. Taiwan is actually in a leading position in the international MRO export sales market; competition from countries such as mainland China, Thailand, Malaysia and Vietnam is in fact still led by Taiwanese enterprises. The differences between which are only in the different locations of factories. In other words, as the entry barrier for MRO export sales market is relatively low, competition has always been fierce. In recent years, due to shifting out of some enterprises, competition has expanded from local Taiwan to China and Southeast Asia, while the actual competition remains between that of Taiwanese enterprises. Despite the fact that a few mainland Chinese enterprises chose to enter into the competition, they are still immature to challenge the leading position of Taiwanese fastener enterprises (generally speaking) in the MRO export sales market.

In recent years, due to rising trade protectionism, high anti-dumping duties and penalties have frequently emerged, making this one of the most prominent and widely discussed issues in the global fastener industry. However, "high

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anti-dumping tax penalty" is not the most suited strategy and weapon for solving the imbalance between export and import trades. Especially with the current rise of global environmental protection thinking, raw materials can be hard to obtain. As a result, prices of raw materials gradually increase. Some enterprises even choose to set a lower price for orders, forcing fastener import countries to stop low price dumping through legal means in order to protect the local fastener industry. Nonetheless, in the international supply and demand of the fastener trading industry, many enterprises are striving to lower cost by operating strategies such as wittiness, ability, technology and management skills in order to provide competitive, high-quality and cheap fastener products for importers to enter the international market. Compared which with those that decrease their prices through cheap factory appliances, taking advantage of labors, raw materials or even violate environmental policies to create the illusion of products with unbelievably low costs, such enterprises have invested a lot of effort and resources in their operations. Anti-dumping protectionism is undoubtedly unfair to them. Especially for major importing countries such as Europe, the USA and Japan, the topic of anti-dumping protectionism is often raised, and most of which is against Asian countries. Such a phenomenon has created endless trouble for many Taiwanese enterprises that devote themselves in the development of high-quality products. The use of anti-dumping protectionist means to lower trade deficit creates a negative influence on the increasingly globalized international market. Countries should strengthen their communication channels for both parties to communicate and understand each other smoothly. It is only through understanding and trust that enterprises can accurately position their products and find the best direction for product development. By such, the industry would give up on uncompetitive products and price-cutting competition, benefiting not only the enterprises themselves but importing customers too, raising national competitiveness of the country's overall fastener industry, creating a win-win situation for both transacting parties. In the current trend for environmental production, as a key downstream industry of the international manufacturing industry, the fastener industry must be in line with international environmental protection policies and strive to contribute to the global environment.

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(III) Technology, research and development overview

  1. Technical level and R&D of business lines

The stainless steel tubes, accessories and valves are all manufactured by the Group with the matured production technology. Meanwhile, the Group has adopted materials of the same quality for several decades. None of the mid-stream processors is capable of catching up with the Group in the R&D of automated machines and substitute materials. Nevertheless, the production process design and planning, improvement of output efficiency, arrangement for production routes and control over stable quality may be completed only relying on the R&D Dept. staff's experience and directions. The Company's R&D Dept. is primarily engaged in improving the overall production process, reducing wear and tear to improve the output and production efficiency, and cutting production costs. The staff establishes the standard product design and production procedures based on their skills and experience gained from physical achievements to ensure product quality. They also keep improving their own technical abilities through R&D and production personnel's internal and external training programs.

  1. Investment in R&D expenses: The Company's R&D Dept. is primarily engaged in improving the overall production process. Therefore, no R&D expenses should be disclosed.

  2. Results of research and development:

(1) Improve and reduce the use of welding gas in pipe factory.
(2) Complete automation and optimization of tailor plan in cutting factory.
(3) Improve and reduce the use of acids in pickling treatment in fitting factory.
(4) Improve surface renovation cost plan of casting factory and reduce drying time for shell molds in casting factory.
(5) To improve efficiency of sales, production of raw materials and assembly of customized products of curtain boards have been planned to be carried out in the same factory. Information system is to be used for monitoring the production progress of orders, in order to overcome the long-term risk of customized production orders for not being able to be delivered on time, raising Company competitiveness significantly. Automation and optimization of packing plans in curtain board factory have also been completed.

(IV) Short-term and long-term operation development plan

Short-term: Apart from focusing on the manufacturing of aluminum plates, stainless steel pipes, pipe components and valves, the Company also actively expands to the manufacturing of products of the different areas of expertise. The main target of which is plastic curtain boards. In the short term, the Company aims to strengthen self-brand promotion and mass production in order to expand market share.

Long-term: Taking Taiwan and mainland China as the center of product production, the USA as center of sales channels, Taiwan as the operational management control hub, the Company hopes to create a strong and unbreakable operational structure. In the long term, based on the finished American channel construction, the Company hopes to seek out for other competitive products, create a basis for sustainable operation of the Company based on the channel network the Company holds in the international market.

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4.2 Market, Production and Sales Overview

(I) Market analysis:

  1. Sales regions of the Company’s main products:

Unit: NTD thousands

| Year
Value
Item | 2025 | |
| --- | --- | --- |
| | Value | % |
| Export revenue | | |
| America | 95,215,722 | 93% |
| Europe | 1,324,340 | 1% |
| Australia | 2,594,635 | 3% |
| Asia | 766,345 | 1% |
| Others | 179,198 | 0% |
| Subtotal | 100,080,240 | 98% |
| Domestic sales
revenue | 1,734,359 | 2% |
| Total | 101,814,599 | 100% |

  1. Market share:

Ta Chen Stainless Steel Group is a primary distributor of stainless steel materials, aluminum materials and industrial fasteners. Sales of the Group covers more than 50 countries across the world. Nonetheless, it remains insignificant compared to that of the vast international market of stainless steel materials, aluminum materials and industrial fasteners. However, the focus of the operation of Ta Chen Stainless Steel Group is mainly based on the American market. Its American subsidiary, Ta Chen International Inc. (hereinafter referred to as "TCI) specializes in stainless steel and aluminum distribution. In the part of stainless steel, TCI is the largest primary stainless steel product distributor in the USA. In the part of aluminum, TCI acquired ERI in May 2017 and acquired the plant under Alcoa in October, 2018, whose aluminum sales accounts for more than half of the market share of non-continuous casting general-purpose aluminium. Furthermore, Brighton-Best International, Inc. (hereinafter referred to as "BBI-USA") is also the largest primary industrial standard fastener distributor in the USA.

  1. Supply, demand and growth of the market in the future:

The Company specializes in the production of welded stainless steel pipes and components. Under the effort of all employees, the Company has become one of the most important supplier in the production of welded stainless steel pipes and components in Taiwan. About 98% of the products in the Company are exported, mainly to the US market, while markets such as Europe, Australia, Southeast Asia, Africa, and Israel also account for a certain proportion. Stainless steel pipes and components are mainly used in the petrochemical and food industries as stainless steel possess the metal characteristics of being non-corrosive and anti-rust. Therefore, many industries have gradually chose to use stainless steel pipes in order to increase the service years of which. The industry holds great promises. The Company is a professional manufacturer of stainless steel welded pipes. Competitiveness can be greatly increased after reducing production costs with excellent product quality and economic scale of production and sales.

Since the Company went public, the channel for obtaining funds has been smooth. Through active use of the long-established sales channel in foreign countries, America's largest stainless steel product distributor is constructed. The Company has established shipping warehouses in 8 major cities in the USA (Los Angeles, Chicago, Houston, Atlanta, Tampa Bay, Philadelphia, Seattle, Cleveland). After years of effort and a rigorous and strict information linkage control system, the Company can monitor the


channel sales in the USA accurately in Taiwan, providing the basis for adjustments of pricing according to instant feedback of the market at all times.

This year, upon customers’ completion of destocking and increasing basic industrial demand in the USA, the Company expects to keep growing relying on the strengths residing in marketing channels and integrated production and sales.

  1. Advantages and disadvantages of competitive niche, countermeasures and development prospects of market shares:

(1) Competitive niche

A. Geographical advantage, being able to negotiate with buyers and sellers on pricing

The Company is located in Southern Taiwan, which is close to the production center in mainland China and Southeast Asia. From its location, the Company acts as a supply center of stainless steel materials, aluminum materials and fasteners, so as to seek out for the best source of products to expand supply basis. In terms of analysis on procurement bargaining ability, Asia is the supply center of stainless steel materials and fasteners. Asian countries are export-oriented, presenting a buyer-oriented market. However, the Group is the largest stainless steel and industrial fastener channel enterprise in the USA. The economic scale of sales performance of the Group attracts stainless steel products and industrial fastener manufacturers across the globe for their products to be sold to the USA through the Group’s subsidiaries, TCI and BBI-USA, making them the best sales channels. Moreover, as the Group has a large procurement demand for secondary channel industry, it is also beneficial to the bargaining capability of the Company, giving its pricing stronger market competitiveness. Furthermore, the Company complies with recent trends of globalization and integration. Apart from integrating vertically with upstream manufacturers of its product groups, the Company also ships low-cost high-quality products to places of high profit and demand, displaying a strong management ability of the international supply chain. In the scale of economies, the Company provides one of the most competitive advantages in local procurement costs, reducing downstream channel operation costs effectively. The level of dependency and convenience is relatively higher for purchasing customers. Therefore, in terms of bargaining capability with purchasing customers, the Company is more than adequate in the area of expertise.

B. Strong logistics coordinating ability

The Company owns an e-commerce platform and a total of 36 physical warehouses across the globe. As a result, the Company can integrate the complex procedures of commercial flow management, logistics management and product information management into a 24-hour e-commerce operation and management. Around 80% of the Company’s customers order online, which not only raises operation efficiency, but also lowers operation costs; also, orders made in the morning can be delivered in the afternoon of the same day, freeing customers of the problem of least procurement amount or stocking period. The Company thus becomes the virtual warehouse of customers, deepening the partnership relationship between which. This e-commerce platform system and vast physical warehouses are not built in a few years’ time. Also, with the domination of the Ta Chen Stainless Steel Group in the American market, the space for operation of emerging enterprises or that with a smaller scale has been compressed. In other words, the entry barrier for the American market is relatively high, ensuring the competitive advantage for the Ta Chen Stainless Steel Group in the industry.

(2) Advantages

A. The American market has the advantage of economic scale

Looking back into the developing experience of channel industries across the world, key to the industry is the formation of an economic scale, so as to achieve the needed capability and channel brand value to bargain with buyers. Ta Chen

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Stainless Steel Group is already in a leading position in the league of major enterprises of stainless steel materials, aluminum materials and industrial fasteners, occupying a dominant portion of market share, thereby gradually displaying a more significant economic scale. For now, the Group has already established many distribution networks in the USA, with more than 3,800 customers, thereby strengthening the Group's capability and channel brand value to bargain with buyers. With the growth of its operating scale, the unit operating costs are decreased by year, making the Group one of the most competitive enterprise in the industry. By such, the Group can assist downstream channel enterprises to lower operating costs efficiently, which is an advantage no small-scale enterprises can offer. Moreover, in terms of potential competitors, as the construction of channels is both of a high cost and hard, especially as Ta Chen Stainless Steel Group is the dominant enterprise in America's primary wholesale market, operation of emerging enterprises in the future is relatively limited, resulting in limited influence of which on the overall stainless steel materials and industrial fastener market.

B. Having a category economic potential

Apart from economic scale, another key to channel industry is the formation of a category scale, so as to provide customers with a complete one-stop purchase solution. Ta Chen Stainless Steel Group currently possesses international competitiveness in the channel service expertise. When the Group was first established, channel services were based only on stainless steel valves, the supply of products such as stainless steel materials, industrial fasteners, aluminum alloy materials and industrial tools were gradually added by year. The type of products supplied now has already reached more than 70,000. Furthermore, with the help of physical warehouses and e-commerce system, the Group developed category economy effectively, thereby lowering operating costs. Also, the Company is planning to further fulfill the complete procurement demand of customers in industrial components. The Company will expand its supply range to industrial hardware components through its existing advantaged supply channels, reaching the desired category scope with half the effort needed.

C. Internationalized supply chain management capability

In terms of channel enterprises, apart from the economic scale and scope economy of products, key to the success for channel enterprises is the supporting operational capability of the management of channels and products; in other words, companies only with the hardware (channels, products) and lack of a supporting software (operational management capability) is sure to fail as a channel enterprise. The nature of the channel industry is to obtain products from upstream suppliers, fulfill the needs of downstream customers through established channel networks in the right quantity, quality, timing and integration of services. Sales channel networks require structural efforts. In order to smoothen the delivery of products, channel enterprises must consider cross-national operation as multi-national supply chain management capability is key to success in the channels industry. Upon basis of Ta Chen Stainless Steel Group's long-term development of physical channels and e-commerce platform, the Group possesses unique cross-national supply chain management capability. With the development of a comprehensive information management system, information of suppliers can be systemized, and the procedures from ordering, finishing to delivery can be monitored by a systematic network; downstream channel enterprises can quote, order, inquire about made orders through such system. The interface design of which allows customers to easily locate desired products. Customers can also make use of product codes they have to search for products provided by Ta Chen Stainless Steel Group. They can link to the Ta Chen Stainless Steel Group system easily, and know if the Group provides their desired products, as well as the expected date of delivery so as to monitor the preceding operations at all times. The construction of this e-commerce management platform and comprehensive information management system was not completed in a short period of time. Entry barrier for which is relatively high, creating a distinct advantage for the Group in the industry.

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(3) Disadvantages and countermeasures

A. International enterprise, large risk in currency exchange rates

As an international channel enterprise, Ta Chen Stainless Steel Group sets its procurement center of Asia in Taiwan for exports to sale points of subsidiaries in Europe, America and Australia. For its operation, the Group cannot completely evade the risk of currency exchange rates. However, in recent years, the Company strives to lower the risk of currency exchange rates by gradually using USD for all procurements. The use of USD has been adopted to more than 80% of the Company's procurements, thereby decreasing the USD exposure ratio; furthermore, in order to ensure the local competitiveness of subsidiaries, sales to the subsidiary of another country shall be mainly made in local currencies. Therefore, the parent company is subject to the risk of currency exchange rates for accounts receivable of non-American subsidiaries, creating uncertainties for the Company's profit earnings.

Countermeasure:

The Company employs professional personnel for control of execution by collecting relevant information on changes in currency exchange rates and predictions of which to its fullest. Furthermore, in order to reduce the risk of currency exchange rates, the Company adopts actual countermeasures. Apart from paying for purchases in the same currency for natural safe haven effect, the Company reduces its foreign-currency accounts receivable exposure from subsidiaries and also enters into forward foreign exchange contracts for hedging.

B. Stainless steel and aluminum materials can be easily influenced by fluctuations of pricing in the nickel and aluminum market

Ta Chen Stainless Steel Group belongs to the channel industry of stainless steel materials and aluminum materials. Amongst which, the market price of stainless steel materials and aluminum materials are highly positively correlated with the pricing of nickels and aluminum metals respectively. In recent years, apart from the impact imposed by the loose monetary policy of the different countries, which causes international funds to flow from bulk supplies, nickel and aluminum metal manufacturing countries are uncertain about their policies on the mining of nickel and aluminum ores, resulting in abnormal fluctuations in the pricing of nickel and aluminum in the international market. Therefore, great changes can occur to the industry and its profit in a short period of time, increasing the operational risk of the Company.

Countermeasure:

Ta Chen Stainless Steel Group estimates its needed number of expensive metal safe havens according to its inventory and scale of operation. Then, the Group contacts the bank to sign a contract for the exchange of nickel and aluminum metals, canceling out the fluctuations in nickel and aluminum metal prices, thereby achieving a safe haven effect, ensuring normal profit for the Group's products.

C. Prevalence of international trade protectionism

With polarized development of the world's trade, on one end countries are actively promoting international cooperation for free trade agreements in order to release one another of tariff restrictions. On the other end, countries are building trade barriers via anti-dumping or countervailing taxes in order to protect local businesses. In recent years, as Asia has gradually become the supply center for stainless steel materials, aluminum materials and industrial fasteners, enterprises from Taiwan, mainland China and ASEAN countries are often targeted by Europe and the USA for anti-dumping taxes or investigations. Despite not being the anti-dumping target as the Company belongs to the channel industry, if its suppliers are taxed by anti-dumping or countervailing taxes, the after-tax cost of finished products can be significantly increased. Therefore, the Company must seek out for other suppliers to produce alternative source of materials, resulting in the risk of unsteady incoming goods in the short period of time.

Countermeasure:

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The Company is actively seeking out to expand its supply source of goods through international procurement. Therefore, even if the global trade war happens, the Company can still purchase its needed products locally. Also, in recent years, the ratio of purchase from the top 10 suppliers is gradually reduced by year. It is clear that the phenomenon of the Company's heavy reliance on a single supplier has been reduced effectively, thereby raising freedom in procurement.

(II) Major use and production process of main products

  1. Major use of products:
Product Major use
Stainless steel products Chemical, medical, pharmaceutical, food and brewery industries, etc.
Screws and screw-nuts Fasteners and components used in mechanics industry
Aluminum products Industrial and construction materials
Window decoration & other products Home decoration and auto industry accessories, etc.
  1. Production process:

  2. Stainless-steel pipe:

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  • Stainless-steel sphere welded pipe component:

img-2.jpeg

  • Stainless-steel sphere valve:

img-3.jpeg


(III) Supply of main raw materials

  1. Stainless steel rolls are mainly purchased locally, the ratio of which is also gradually increased. Also, the Company maintains certain procurement relationship with foreign suppliers in case for need. In general, the supply of raw materials in the future is confirmed.

  2. The raw material of welded pipe components is stainless steel pipe produced by the Company's stainless steel pipe factory. By such, the Company can not only handle 100% of its source of raw materials, the cost of production is also reduced.

  3. The raw materials of stainless steel sphere valves are stainless steel molded billets. Currently, the Company is operated solely on the processing and assembling of externally purchased raw materials, the source of which is confirmed, resulting in a relatively low operating risk. Also, the Company invested in mainland China's Yi Tai Billet Factory for the supply of molded billets for the production of valves, creating independency on the source of raw materials.

  4. The main raw materials of plastic curtain boards are polyethylene. As there are a mass number of local suppliers, the source of purchase is confirmed.

  5. 83 -


(IV) List of main customers and suppliers in the recent two years

  1. Suppliers with more than 10% of the year’s total purchase in the recent two years

Unit: NTD Thousands

2024 2025 2026 (until the previous season)
Item Name Value Ratio in the year's total net purchase (%) Relationship with the issuing party Name Value Ratio in the year's total net purchase (%) Relationship with the issuing party Name Value Ratio in the year's total net purchase (until that of the previous season) (%) Relationship with the issuing party
1 None - - None None - - None None - - None
2 Others 73,728,154 100 Others 86,549,309 100 Others 19,271,231 100
Total net purchases 73,728,154 100 Total net purchases 86,549,309 100 Total net purchases 19,271,231 100

Reasons for changes: Changes in customer product demand.

  1. Customers with more than 10% of the year’s total sales in the recent two years

Unit: NTD Thousands

2024 2025 2026 (until the previous season)
Item Name Value Ratio in the year's total net sales (%) Relationship with the issuing party Name Value Ratio in the year's total net sales (%) Relationship with the issuing party Name Value Ratio in the year's total net sales (until that of the previous season) (%) Relationship with the issuing party
1 RELIANCE 9,876,440 11 None RELIANCE 11,970,439 12 None RELIANCE 4,479,036 14 None
2 Others 80,522,044 89 Others 89,844,160 88 Others 26,695,290 86
Total net sales 90,398,484 100 Total net sales 101,814,599 100 Total net sales 31,174,326 100

Reasons for changes: Changes in customer product demand

4.3 Employee Information of The Recent Two Years Until Publishing Date of This Annual Report

Year 2024 2025 The current year until March 31st, 2026
Number of employees Manufacturing 3,232 2,988 3,004
Sales 760 664 657
Administration 1,122 1,103 1,093
Total 5,114 4,755 4,754
Average age 42.64 43.28 43.15
Average seniority of laborers 9.93 9.53 9.57
Distribution ratio of education PhD 0.00% 0.02% 0.02%
Master 2.84% 3.07% 3.03%
Undergraduate/College 29.62% 29.63% 29.53%
High school 49.28% 53.34% 53.37%
Below high school 18.26% 13.94% 14.05%

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4.4 Information of Environmentally Friendly Expense

(I) In the recent year until publication of this annual report, total losses and punishment due to environmental pollution: None.

(II) Countermeasures and future possible expenses:

  1. The Company currently leads to no pollution situation.
  2. In order to implement environmental protection, the Company prepared the budget in the control over pollution and waste and disposal thereof each year. The Company assigns qualified waste management professionals to perform waste management work and commissions qualified waste clearance and disposal service providers approved by the Ministry of Environment to regularly dispose of waste and conduct inspections and testing, ensuring that industrial waste is properly managed, cleared, treated, and reused. For now, the wastewater treatment equipment and dust collection equipment of each plan have been purchased, assembled and completed. It is estimated that in the future, no major environmental protection expenses will be required apart from maintenance fees of relevant environmental equipment.

4.5 Labor Relationships

(I) Employee welfare measures:

  1. The rules of the Company’s current employees were stipulated in accordance with the Labor Standards Act. As for compensation, the Company has been referring to salary standards, price index, and the annual pay adjustments of the same trades, and ensures that the salary adjustment remain above standards.
  2. In addition to providing labor insurance, National Health Insurance, and statutory leave in accordance with applicable laws and regulations, the Company also offers various employee benefits, such as group insurance and childcare subsidies. Furthermore, an Employee Welfare Committee has been established to oversee and implement employee welfare programs. In addition to occasional welfare activities, the Company provides regular benefits including domestic employee trips, holiday bonuses and gifts, educational subsidies for employees' children, birthday cash gifts, as well as allowances for bereavement, marriage, and childbirth.
  3. Implementation of an employee stock ownership trust.
  4. Provision of regular advanced health check-ups for employees.
  5. Organization of diverse health promotion seminars.
  6. Provide free organic vegetarian lunches. The remaining of which can be taken away by employees.

(II) Welfare plan after retirement:

  1. Defined contribution plan

In the consolidated company, the Company and its subsidiary, Brighton-Best International (Taiwan) Inc. is subject to the pension system of Taiwan’s “Labor Pension Act”, which belongs to the defined contribution plan managed by the government. According to which, the Company shall contribute 6% of the monthly salary of the employee to the individual account at the Bureau of Labor Insurance.

For employees of the subsidiaries of the consolidated company in mainland China, the UK, Canada and Brazil, they belong to the pension plan operated by the local government. The subsidiary shall contribute a certain ratio of the employee’s salary cost to the pension plan for providence of the plan. The consolidated company is solely responsible for the contribution of certain amounts of value of the government operated pension plan.

For employees of the consolidated company in its American local subsidiary, the local government has established an employee pension (401K Profit Sharing Plan) for voluntary participation amongst formal employees with more than 12 months of working experience at the Company and over 21 years of age (inclusive). The Company shall contribute the relevant pension for the Plan.

  1. Defined welfare plan

The Company is subject to the pension system of Taiwan’s “Labor Standards Act” for a defined welfare plan. Payment to the employee’s pension is according to his or her years of service and average salary 6 months before the approved retirement day. The Company allocates contributions to the employee retirement fund based on a specified percentage of the total monthly salaries of its employees. The funds are deposited, under the name of the Labor Retirement Reserve Supervisory Committee, into a dedicated account with Bank of Taiwan. The Bureau of Labor Funds, Ministry of Labor will invest the plan assets to local (foreign) equity bonds, debt bonds and bank savings on its own


and entrusted management. According to regulations on the retention and usage of labor retirement pensions, the minimum income of annual final settlement of which shall not be less than fixed profit of local banks in 2 years.

Since the implementation of the Labor Pension Act on July 1st, 2005, the Company adopted a defined contribution system. After the implementation of which, employees can choose to comply with the applicable pension regulations of the Labor Standards Act or retain the experience of working at the Company before implementation of which and the pension system of the Act. For employees that apply to the Act, the Company is responsible for the monthly contribution of employee pension, which shall not be less than 6% of the employee's monthly salary.

(III) Employee training:
Apart from the compulsory training according to content of work, the Company also encourages newcomers to participate in training courses for employees' vocational abilities. When the suitable training courses are made available, the Company also send employees for the participation of which to improve working efficiency.

(IV) Agreement between labor and management, and the maintenance measures of various employee rights:
Communication channel of the Company between labor and management is smooth. The Company also values and implements agreements made between labor and management fully. The Company protects the various employee rights, and process which according to the relevant legal regulations.

(V) Losses due to labor and management disputes in the recent year until publication date, estimated value and content of current and future possible countermeasures:
The Company always regards employees as the Company's most valuable assets, attaches great important to the future development of which and maintains a harmonious relationship between labor and management. No losses have occurred out of labor and management disputes.

4.6 Cyber security management

(I) Cyber security management strategy and framework
1. Cyber security risk management framework
Ta Chen Stainless Pipe Co., Ltd. (hereinafter referred to as the "Company") has established the "Information Security Organization" and also the "information security policy." The "Information Security Organization" appoints one Chief Information Security Officer leading one dedicated Information Security Officer and two Information Security Staffs. The organization is responsible for executing the information operation security management planning, establishing and maintaining the information security management system, handling the overall planning about information security and protecting the enactment and execution of related policies, risk management and audit on compliance.

(1) Information Security Organization:

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(2) Job descriptions:
1. Chief Information Security Officer.
- Authorization and supervision of cyber security management policies and objectives.


  • Authorization of annual work plans on cyber security.
  • Supervision of cyber security protective measures.
  • Review and supervision of cyber security incidents.

II. Information Security Officer

  • Research of cyber security policies and objectives.
  • Preparation of annual work plans on cyber security.
  • Communication of the Company's cyber security policies and objectives.
  • Responsible for promoting the businesses including internal cyber security audit and education & training.
  • Responsible for establishing the cyber security protective facilities, reporting cyber security incidents and promoting response business.
  • Responsible for the execution of the Company's obligation to comply with the requirements posed by the competent government agencies or specific non-government agencies under their charge.

III. Information Security Staff

  • Execution of regulations & procedures and systems related to information security.
  • Execution of data and cyber business security protection practices.
  • Execution of cyber security incident reporting and response mechanism.
  • Tally of and risk assessment on information and cyber businesses.
  • Research and establishment of, and assessment on, the cyber security technology.

2. Information security policy

(1) Information security management strategy and framework

The Company's information security policy covers the Company and all companies in the Group. The information security objectives are stated as follows:

I. Keep the information system continue operating.
II. Prevent the invasion and destruction of hackers and viruses, etc.
III. Prevent improper intention and unfair use.
IV. Avoid accidents caused by human errors.
V. Maintain the physical environmental security.

The Company's information security policy covers: Organization and division of labor and responsibilities, personnel management and education & training, computer system management, network management, system access management, system development and maintenance management, information asset security classification, physical and environmental management, and backup and recovery plans.

The Company's information security management practices aim at the five major information security protection themes, including anti-virus, anti-hacking, non-disclosure, business continuity and physical security, including establishment of firewalls, intrusion detection, anti-virus systems, and performance of social engineering drills, etc., to keep improving the Company's defense against external attacks, ensure the internal confidential information protection ability and enhance personnel's information security awareness.

(2) Information security risk management and continuing improvement framework

In 2023, the Company implement and build the complete Information Security Management System (ISMS) in order to mitigate the corporate information security threats from the aspects including system, technology, and procedure, establish the information security protection environment in line with customers' needs, and keep implementing the "Plan-Do-Check-Act" (PDCA) cycle for continuous improvement.

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Corporate information security risk management and continuing improvement framework

Review and continue the improvement

  • Review and improve information security measures
  • Control information security threats and technologies
  • Violation of information security, and treatment
  • Confidentiality questionnaire survey Information security educational training and promotion

Control the information security management results

  • Continue to control the information security
  • Quantitative assessment on information security indicators
  • Information security attack simulation drills
  • Audit on compliance with confidential information protection requirements
  • Evaluation on information security maturity Information security international audit certification

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Information security risk management

  • Corporate information security risk assessment
  • Information security risk management and preparation of responsive measures
  • Compliance with the international information security standards (ISO/IEC 27001, ISO/IEC 15408, SCF, NIST, SAFE)
  • Customers' information security protection mechanism

Multi-layer information security protection

  • Personnel and tangible safety
  • Cloud safety
  • Account ID and access authority management
  • Information security monitoring and operation
  • Enhancement of data security protection technology

  • Network security

  • Device security
  • Security of APPs
  • Supply chain information security
  • Data security

(3) Concrete management programs

In order to achieve the information security policies and objectives, and establish the comprehensive information security protection, the management practices and specific management programs promoted by the Company are stated as follows:

I. Network security

Implement the firewall equipped with online monitoring functions to control the data transmission and access to resources between outsiders and the Company's intranet. Start the planning to retain external consultants to scan vulnerabilities, fix risks and simulate hackers' skills to conduct penetration tests, in order to find possible potential risks, and continue to improve the network management and network security.

II. Device security

The Company's important host equipment are all placed in the control room equipped with access control measures.

III. Security of APPs

The Company's main application system, ERP, supports the Company's business, accounting, procurement, general affairs, accounts, control over supplies, warehouse, personnel and production reporting, are all handled by the Company's development team. Meanwhile, the Company introduces the version control tools to ensure the security of APPs.

IV. Data security

In order to ensure the data security, the Company doesn't provide remote login directly. Adopt the mandatory multi-factor authentication (MFA) for e-mail transmission and reception to prevent data from being spied or intercepted when they are transmitted over the line. Meanwhile, it introduced the AI tool to guard the Company's information security. In order to prevent others from peeping or catching the data when the data is transmitted via phone or Internet. Meanwhile, it implements the AI tool, Darktrace, to guard the Company's information security. Meanwhile, in order to ensure that the confidential and sensitive data contained in any scrapped media will not be disclosed to the public, the company has established the "Regulations Governing Management of Scrapping of Media." When any server host or storage medium is scrapped, the Company's dedicated department is responsible for removing the data and information, degaussing or using tools to remove the data. If it is impossible to do so, the Company shall wreck the same physically to ensure that the data have been destroyed in whole. The whole destruction process shall be recorded and supervised by


dedicated personnel.

V. Backup device

Install backup hosts in different buildings of the data center at the factory premises; perform the backup of necessary data and software of the equipment in the data center regularly to recover the normal operations rapidly through the backup data and maintain the Company's important operating activities, if it is impossible for the machine and equipment in the data center to operate normally due to force majeure, such as earthquake, fire, and intentional damage. Meanwhile, in order to enable the personnel to be sufficiently competent to respond to any accident suffered by the Company, the Company has established the “Disaster Recovery Plan” and exercised the recovery drills regularly, and recorded and followed up the relevant situation.

VI. Backup environment

There are two important hosts and firewalls in the Company’s data center. Meanwhile, the HA architectures can serve as the backup for each other. In order to ensure the safety and stable operation of the important equipment and device, the Company executed formal contracts with suppliers. For example, Systex Software and Dell Technologies are both the suppliers executing the long-term maintenance service contracts with the Company, in order to secure the stability and complete functions of the server for the Company. Meanwhile, in order to receive the support rapidly, the Company also executed the contract about response to data and application systems with the supporting suppliers.

VII. Information security management system

In 2023, the Company retains external consultants to help the implementation and promotion of the Company's ISMS. The "Information Security Organization" convenes the management review meetings to review the information security risk analysis results and take corresponding protective measures and programs to ensure the applicability, adequacy and effectiveness of the continuing operation of the information security management system, and report the information security management results and information security strategic orientation to the Board of Directors each year for regular review and amendments.

(4) Efforts spending for cyber security management

I. The Company’s dedicated department regularly conducts social engineering drills and anti-hacking and anti-fraud education and training.
II. The Company ensures effective management of backup software license terms and scheduled operating cycles.
III. The Company performs maintenance and health checks on servers and network equipment to ensure stable services in support of operations.
IV. The Company maintains licenses for anti-virus software, firewalls, and email filtering equipment and updates virus definitions to ensure protection.

The resource and amount invested in said cyber security management have amounted to NT$15,313,435 in total.

(II) Cyber security risk and responsive measures

1. Risk over information technology security, and management measures

The Company has established the comprehensive network and computer-related information security protection measures. Notwithstanding, it cannot guarantee that the computer system which controls or maintains the important business functions, such as manufacturing, sales operations and accounting, of the Company's factories can absolutely evade any third parties' cyber attacks that intend to paralyze the system, or any illegal invasion to the Company's intranet to engage in activities undermining the Company's operations and injuring the Company's goodwill. Considering that under any serious cyber attack, it is impossible for the system to continue supporting operations, the Company might lose important data, and the production line might be shut down accordingly, the Company continues to review and evaluate its information security

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regulations and procedures to ensure the adequacy and effectiveness thereof. Notwithstanding, they cannot guarantee that no impact will be posed by emerging new risks and attacks to the Company amid the ever-changing information security threats. Hackers might launch attacks in an attempt to steal the Company's business secrets and other confidential information, e.g. The proprietary information of customers or other stakeholders, and the personal data of the Company's employees. Hackers are also likely to implement computer virus, destructive software or ransomware into the Company's network system, in an attempt to interrupt the Company's operations, blackmail or extort the Company for the right to control the computer system, or spy on the Company's confidential information. These attacks might cause the Company to pay damages to customers for the losses resulting from delay or interruption of orders, or to bear huge expenses for remedy and improvement, in order to improve the Company's network security system, and might also cause the Company to be involved in the disclosure of the information of employees, customers or third parties for whom the Company shall bear the confidentiality obligation and to bear significant legal liability for any legal action or regulatory investigation therefor.

In order to prevent and mitigate the damage caused by such attacks, the Company practices relevant improvement measures and keeps updating the same in terms of the three indicators, i.e. management, technology and personnel.

(1) Management:

As a TWSE listed company, the Company has established an internal control system for the information circulation. It also retains external auditors to assess the Company's computer security environment each year. In order to improve the management further, in 2023, take into account the practices suggested by the best practice standards under ISO 27001, ISO 27002, establish more complete information security management regulations, and keep implementing the "Plan-Do-Check-Act" (PDCA) cycle for continuous improvement.

(2) Technology:

Improve the network firewall and network controls to prevent the computer viruses from spreading across machine and factory premises; establish endpoint anti-virus measures subject to the computer type; plan to conduct regular scans of vulnerability and penetration tests in the entire system architecture to discover any vulnerability and potential risks voluntarily, and then fix and respond to the same.

(3) Personnel:

For the internal personnel, exercise the social engineering drills to improve employees' information security awareness and avoid opening phishing emails negligently; for the external personnel, the service contract executed by the Company with any third-party service contractor would require them to comply with the confidentiality and network security requirements. Notwithstanding, as it cannot guarantee that each third-party service contractor will strictly comply with the obligation, the Company chooses to work with large-scale and renowned system maintenance service providers. In the future, the Company will also improve the suppliers' evaluation practices to regularly assess the services provided by the suppliers, the level of risk over their access to the Company's information assets, and the service level, in order to mitigate the risk over the material adverse effects, including the loss caused to the Company by a third party's intentional or negligent disclosure of the Company's important data, the damage to the commitments of the Company to customers and other stakeholders, and hazard caused to the Company's operating results, financial position, outlook and goodwill.

(III) Material cyber security incidents

No material cyber security incident has arisen in 2025. Notwithstanding, the Company has established the "Material Information Security Incident Reporting"

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regulations, procedures and follow up requirements:

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(IV) List any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.


4.7 Important Contracts

Nature of contract Litigant Period of contract Main content Restrictions
The Company – Syndicated Credit Borrowing Contract 17 banks such as Chang Hwa Bank January 2023 to January 2028 Total credit NT$15,600,000,000 For restrictions in the ratio of finance in the consolidated balance sheet, please refer to the consolidated financial report.
Subsidiary, Ta Chen International, Inc.(TCI) – Syndicated Credit Borrowing Contract JPM Bank Syndicated Loan May 2017 to November 2030 Total credit US$975,000,000 For restrictions in the ratio of finance in the consolidated balance sheet, please refer to the consolidated financial report.
Second-tier Subsidiary, BBIUS – Syndicated Credit Borrowing Contract 13 banks such as East West Bank August 2013 to August 2026 Total credit US$260,000,000 For restrictions in the ratio of finance in the consolidated balance sheet, please refer to the consolidated financial report.
Subsidiary, Brighton-Best International Inc. (Taiwan) – Syndicated Credit Borrowing Contract 27 banks such as Chang Hwa Bank April 2024 to April 2029 Total credit NT$7,500,000,000 For restrictions in the ratio of finance in the consolidated balance sheet, please refer to the consolidated financial report.
Subsidiary, TCI Texarkana, Inc.(TKA) – Syndicated Credit Borrowing Contract FIRST COMMERCIAL BANK Syndicated Loan March 2022 to August 2028 Total credit US$318,000,000 For restrictions in the ratio of finance in the consolidated balance sheet, please refer to the consolidated financial report.
Subsidiary, TCI Texarkana, Inc.(TKA) – Equipment Mortgage Loan Agreement First American Bank October 2021 to March 2028 Following the bank’s payment of the equipment cost to the supplier, TKA agrees to repay the bank in accordance with the terms of the agreement within a period of five years. None
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5. Review Analysis and Risk Matters of Financial Status and Financial Performance

5.1 Comparative Analysis of Financial Status of Recent Two Years

Analytical benchmark: For changes before and after the period reaching more than 20%, and the amount of changes reaching NTD $10,000,000

Unit: NTD Thousands

| Year
Item | 2025 | 2024 | Difference | | Explanation |
| --- | --- | --- | --- | --- | --- |
| | | | Value | % | |
| Current assets | $ 88,298,240 | $ 75,766,247 | $12,531,993 | 17 | - |
| Funds and investments | 2,039,267 | 2,827,008 | ( 787,741) | ( 28 ) | (1) |
| Fixed assets | 43,389,306 | 35,121,593 | 8,267,713 | 24 | (2) |
| Other assets | 19,790,034 | 24,032,866 | ( 4,242,832) | ( 18 ) | - |
| Net assets | 153,516,847 | 137,747,714 | 15,769,133 | 11 | - |
| Current liability | 23,666,446 | 23,489,941 | 176,505 | 1 | - |
| Other liability | 41,334,017 | 34,487,501 | 6,846,516 | 19.9 | - |
| Net liability | 65,000,463 | 57,977,442 | 7,023,021 | 12 | - |
| Share capital | 25,842,606 | 24,342,606 | 1,500,000 | 6 | - |
| Additional paid-in capital | 26,560,017 | 23,155,021 | 3,404,996 | 15 | - |
| Retained surplus | 23,031,556 | 19,024,070 | 4,007,486 | 21 | (3) |
| Shareholder equity and other items | 3,161,893 | 5,411,695 | ( 2,249,802) | ( 42 ) | (4) |
| Equity directly associated with disposal groups held for sale | ( 21,514) | - | ( 21,514) | NA | (5) |
| Treasury stock | ( 3,530,662) | ( 4,388,208 ) | 857,546 | 19.5 | - |
| Non-control equity | 13,472,488 | 12,225,088 | 1,247,400 | 10 | - |
| Net shareholder equity | 88,516,384 | 79,770,272 | 8,746,112 | 11 | - |
| Explanation: (1) The decrease in funds and investments was mainly due to a decrease in outstanding interest rate swap contracts held under financial assets at fair value through profit or loss. (2) The increase in property, plant and equipment was mainly due to an increase in construction in progress for the new plant built by the sub-subsidiary TKA. (3) The increase in retained earnings was mainly due to the increase in net profit in 2025. (4) The decrease in other components of equity was mainly due to the appreciation of the New Taiwan dollar, which resulted in a decrease in exchange gains on translation of the financial statements of foreign operations. | | | | | |

Effect of changes on the company's financial condition: The Company's financial condition has not changed significantly.
Future response actions: Not applicable


5.2 Comparative Analysis of Financial Performance of Recent Two Years:

(I) Analysis of Financial Performance changes of the recent year (changes before and after the season reaching more than 20%, and the amount of changes reaching NTD $10,000,000)

Unit: NTD Thousands

2025 2024 Increase (decrease) Amount Change %
Subtotal Total Subtotal Total
Operating income $ 101,814,599 $ 90,398,484 $11,416,115 13
Operating cost 76,639,425 73,310,863 3,328,562 5
Operating gross profit 25,175,174 17,087,621 8,087,553 47
Operating expense 11,114,586 10,941,106 173,480 2
Other profit and loss ( 6,007) ( 34,394) 28,387 ( 83)
Operating revenue 14,054,581 6,112,121 7,942,460 130
Non-operating income and expense ( 3,284,739) 452,553 ( 3,737,292) ( 826)
Interest revenue $ 228,286 $ 281,202 ( 52,916) ( 19)
Other income 162,810 124,275 38,535 31
Other profit and loss (2,442,817) 1,356,860 ( 3,799,677) ( 280)
Financial cost (1,305,156) (1,094,946) ( 210,210) 19
Share of profit (loss) of associates and joint ventures accounted for using equity method 72,138 ( 214,838) 286,976 ( 134)
The year's net revenue before tax 10,769,842 6,564,674 4,205,168 64
Income tax fee 2,570,859 1,844,086 726,773 39
The year's net profit (net loss) 8,198,983 4,720,588 3,478,395 74
Other comprehensive profit and loss ( 2,512,072) 4,169,964 ( 6,682,036) ( 160)
The year's net comprehensive profit and loss $ 5,686,911 $ 8,890,552 ( 3,203,641) ( 36)
The Company owner $ 6,675,763 $ 3,538,282 3,137,481 89
Non-control equity 1,523,220 1,182,306 340,914 29
$ 8,198,983 $ 4,720,588 3,478,395 74
Net comprehensive profit and loss belonging to:
The Company owner
Non-control equity $ 4,429,187 $ 7,254,879 ( 2,825,692) ( 39)
Income tax fee 1,257,724 1,635,673 ( 377,949) ( 23)
$ 5,686,911 $ 8,890,552 ( 3,203,641) ( 36)
Explanation of analysis of changes in increased or decreased ratio:

  1. The increase in gross profit was mainly due to the U.S. market’s adjustment of selling prices in response to the impact of tariffs, which resulted in higher gross profit.
  2. The loss from other income and expenses decreased compared with the previous year, mainly due to a decrease in disposals of property, plant and equipment compared with the preceding year.
  3. The increase in operating income was mainly due to the increase in gross profit.
  4. The increase in loss from other gains and losses was mainly due to an increase in losses recognized on financial instruments at fair value through profit or loss, as well as an increase in foreign exchange losses.
  5. The increase in income tax expenses is primarily a result of the increase of operating profit this year resulting in the provision of more income tax.
  6. The change in other comprehensive income was mainly due to the significant appreciation of the New Taiwan dollar against the U.S. dollar in 2025. As the Company mainly invests in overseas subsidiaries in U.S. dollars, exchange losses on translation of the financial statements of foreign operations increased.

(II) Estimated sales of the future year and main influencing factors affecting the consistent growth or declination based on the Company’s expected sales:

Starting from June 2025, the United States imposed a uniform 50% tariff on steel and aluminum imports from all countries under Section 232, and canceled the tariff exemption for steel and aluminum. Notwithstanding, the Company has owned the aluminum production factory and a stainless-steel pipe plant in the United States and, therefore, it can directly meet the local operating needs of the United States. Besides, with the low-price steel and aluminum stock already held by the Company prior to the announcement of the tariff policy, the Company expects that the selling price, sale volume and interest spread will increase this year, and the overall operation is expected to be better than that in 2025.

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5.3 Review and Analysis of Cash Flow

(I) Analysis of cash flow changes of the recent year (changes before and after the season reaching more than 20%)

Unit: NTD Thousands

| Year
Item | 2025 | 2024 | Increased (decreased)
Ratio (%) |
| --- | --- | --- | --- |
| Cash flow ratio | 12.70% | 64.92% | ( 80) |
| Cash flow adequacy ratio | 89.15% | 117.98% | ( 24) |
| Cash flow reinvestment ratio | 0.46% | 9.93% | ( 95) |
| Explanation of the analysis of changes in increased (decreased) ratio:
The cash flow ratio and cash flow reinvestment ratio for the period decreased compared with the previous year, mainly because the impact of U.S. tariff policy drove up inventory costs, and the Company also increased inventories in response to market demand, resulting in a decrease in net cash inflows from operating activities compared with the previous year.
The decrease in cash flow adequacy ratio in the current period is mainly due to the decrease in net cash inflow from operating activities in the last five years from the previous period, and the increase in total capital expenditure, inventory, and cash dividends in the last five years from the previous period. | | | |

1. Improvement for inadequate fluidity:

If the Company's operating capital is inadequate, the bank will offer financing services. Thus, there is no fluidity risk for not being able to raise enough capital for the fulfilment of contractual duties.

(III) Cash fluidity analysis of the future year
Unit: NTD Thousands

Cash balance at the beginning of term ① Estimated net cash flow of the year from operating activities ② Estimated cash outflow of the year ③ Estimated amount of cash balance (shortfall) ① + ② - ③ Remedial measures for estimated cash shortfalls
Investment plan Financial plan
$9,934,799 $10,000,000 $10,000,000 $9,934,799 - -
Analysis of changes in cash flow of the year:
1. Operating activity: The US market is growing stably and the Company’s operating revenue is expected to keep growing. Therefore, the cash inflow from operating activities are expected to increase.
2. Investment activity: The Company is estimated to increase fixed assets, increasing the net cash outflow of investment activities.
3. Financial activity: The Company is estimated to decrease amount of loan, which will result in an increase in cash outflows from financing activities.
Note: Information summarized in consolidated views according to International Financial Reporting Standards.

5.4 Impact of Major Capital Expenditures on Financial Operations in The Recent Fiscal Year: None.


5.5 Major Reasons for the Recent Annual Investment Policy, Profit or Loss, Improvement Plan and Investment Plan for The Upcoming Fiscal Year:
(I) Main reasons of profit or loss of transfer investments and improvement plans
Unit: NTD Thousands

Item / Introduction Investing value Policy Profit (loss) of investment in 2025 Main reasons of profit or loss Improvement plan
Ta Chen International, Inc. 23,327,317 Operated according to the supervision of the subsidiary 5,428,169 The US market slows down and operating revenue decreases. None
Ta Chen (B.V.I.) Holdings Ltd. 990,817 Operated according to the supervision of the subsidiary 9,823 The main reason for the profit sought in the current period is that the subsidiary, TMCT, acquired the company, Nash, as an indirect subsidiary, and the original investment under the equity method was regarded as the gains from disposal. None
Brighton-Best International (Taiwan) Inc. 8,500,081 Operated according to the supervision of the subsidiary 3,127,837 Due to the stable source of customers and the continuous introduction of new products, it gained profits continuously. None
WEI MEI ROLLER BLIND CO., LTD. 180,000 Operated according to the supervision of the subsidiary (234) The reasons why the profit was sought in the current period is that the investee, Wei Mei Hsin Shu, engaged in the manufacturing and sale of window decorations and had the stable source of customers. None
Ta Chen Lung Mei Home Life Co., Ltd. 1,806,468 Operated according to the supervision of the subsidiary (184,895) In order to transform from the pure curtain sales to the whole-house decoration service, the Company recruited the design personnel, and reduced the number of employees to cut the relevant management expenses and reduce losses. None
Ta Chen (Hong Kong) Limited 279,720 Operated according to the supervision of the subsidiary 8,898 As the bridge of funds dispatching for relevant enterprises in Mainland China, the interest income refers to the main income. None
TY Steel Co., Ltd. 889,216 The investment in associates is intended to increase the product types and seek the stable source of supplies in the upstream segment. 200,697 In consideration of the highly competitive market, it still generates losses for the time being. None
Ta Chen Green System Co., Ltd. 60,000 Affiliated enterprises without (1,083) It was incorporated in April 2022, and no profit has been sought so far. None

Item / Introduction Investing value Policy Profit (loss) of investment in 2025 Main reasons of profit or loss Improvement plan
substantial control
Right Way Industrial Co., Ltd. 17,843 Operated according to the supervision of the subsidiary 18,329 The source of customers is becoming more and more stable, and the business scale is expanded to develop the Company's business. None
City Mocean Co., Ltd. 4,900 Affiliated enterprises without substantial control (1,175) It was incorporated in August 2022, and no profit has been sought so far. None

Note : Only investee companies for which the parent company directly recognized investment gains or losses are listed.

(II)Investment plan of the future year: It is expected that the market changes will be considered in the coming year, and the investment in overseas subsidiaries will be increased to expand the economic scale and strengthen the competitiveness.


5.6 Evaluative Analysis of Risk Matters of the Recent Fiscal Year Until Publishing Date of This Annual Report

(I) Impact of interest, changes in currency exchange rates and inflation on the profit and loss of the Company, and future countermeasures:

Unit: NTD Thousands

Item Impact on the profit and loss of the Company Future countermeasures
Title 2025 2024
Interest rate Short-term loan 12,885,433 13,156,899 Based on its industrial characteristic, the Company must apply for short-term and long-term loans for operation. The Company will continue to strengthen its financial structure and enable financial operators to better understand the Company's nature of operation to compete for better loan terms, thereby minimizing interest influence in the Company's planned deployments.
Long-term liability 32,623,714 24,555,397
Interest fee 1,305,156 1,094,946
Changes in currency exchange rates Exchange profit (loss) (1,079,650) 957,343 Mainly due to the important USD asset position held by the Company, if NTD appreciates, there is a risk of currency exchange lost. The Company will engage in safe-haven forwarding foreign exchange trading according to fluctuations in currency exchange rates in the market, so as to lower risk of currency exchange losses.

Risk over inflation:

The inflation risk affecting the Company's profit and loss main resides in the nickel and aluminum metal price and crude oil price. Stainless steel and aluminum are the main raw materials of the Company's products, and the gross profit of sales is the primary factor affecting the Company's products. The Company's products are mainly exported, and the sea and land freight accounts for a relatively large proportion of the operating revenue. The crude oil price is the main factor affecting the freight. The Company always pays attention to the fluctuation of the market price of raw materials and maintains good interaction with suppliers and customers to mitigate the impact posed by the inflation.

(II) Main reasons of profit or loss and future countermeasures for policies of engaging in high-risk, highly leveraged investments, capital loans and others, endorsement guarantees and derivatives transactions:

The Company's engagement in derivative product transactions is based on the procedures of asset acquisition or disposal. The main goal of which is to lower currency exchange rate risk. The Company will engage in related derivative commodity transactions conservatively according to market changes.

If the target of capital loan or endorsement guarantee is the transfer invested enterprise directly or indirectly owned by the Company, there is no need for credit investigations and risk evaluations.

(III) Future research and development plans and estimated input expenses for future research and development projects:

As the Company manufactures stainless steel that are promised to stay unchanging for decades of years, future research and development plans will focus on improving manufacturing procedures, efficiency improvement and stabilized quality. The Company has entrusted specialized technicians for the research and development of which.

(IV) Major policies and legislative changes in Taiwan and in foreign countries, their impact on the Company's financial operations and countermeasures:

In consideration of the global net-zero policy and the trend of carbon border adjustment mechanisms applicable in Europe and the USA, the Company has worked with the professional consulting service team to create the carbon emission information in response to future relevant control measures, and also to help the Company review the carbon emission hotspots and adjust production lines to achieve the goal for sustainable development. No significant adverse impact is expected to be posed to the Company due to changes in domestic or foreign policies and laws.

(V) Impact of technological and industrial changes on the Company's financial operations and


countermeasures:

The main products sold by the Company are standard industrial products. It is expected that the Company's finance and business are not likely to be affected by technological changes and significant changes in the industry. For the cyber security, to respond to the evolving situation of cyber security threats, the Company establishes the mechanism of mainframe backup and remote backup of data in the information system structure, to ensure uninterrupted services, while conducting various simulation tests in the data room, to ensure the normal operation of the information system and data safeguard, and lower the risk of system interruption caused by unexpected natural disasters and man-made negligence. The Company also promotes the information security policies regularly, to improve the cyber security awareness and lower the cyber security risks. There was no loss suffered by the company in the most recent fiscal year and up to the date of publication of the annual report due to significant cyber security incidents.

(VI) Impact and countermeasures of changes in corporate image on corporate risk management:

For years, the Company has strived to maintain its corporate image. The Company complies with legal regulations. Until publication of this annual report, there has been no occurrence the influenced upon the corporate image of the Company.

(VII) Estimated benefit and possible risks of merge: Not applicable.

(VIII) Estimated benefit and possible risks of expansion of plants:

The debottlenecking project of the TKA's aluminum plant production line in the United States and the construction project of the second cold rolling production line were activated in 2021. The cold rolling production line was already completed at the end of 2024, the hot rolling line began trial production this year and is expected to commence mass production before the end of the year. The production capacity may increase to 31,000 tons per month, and the market share of aluminum materials may be upgraded further in the future. The Group's factory expansion project has taken into account the investment effect and possible risks. Any major capital expenditure shall also be reported to the Audit Committee for review and to the Board of Directors for approval.

(IX) Possible risks of centralized purchase or sales: None.

(X) Impact and risk of major transfer or change in directors, supervisors or major shareholders with more than 10% of the Company's shareholding: None.

(XI) Impact and risk to the Company of changes in franchise: Not applicable.

(XII) If the Company's directors, supervisors, CEO, actual owner, major shareholders with more than 10% of the Company's shareholding and subsidiaries are included in involved in major litigation, non-litigation or administrative litigation that has been determined or is still in the process of which, the results of such litigations might cause major influence on prices of shareholders' equity or bonds. Statements, value, start date, major parties involved and items processed until publication of this annual report: None.

(XIII) Other important risks: None.

5.7 Other Important Items: None.


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6. Special Items

6.1 Related Information of Affiliates

(I) 2025 Consolidated Business Report of Affiliated Companies and Affiliated Report:
Please refer to the Chinese version of Market Observation Post System (MOPS) website → Individual Company → Download Electronic Documents → Section for the Three Reports/Statements of Affiliated Enterprises (https://mopsov.twse.com.tw/mops/web/t57sb01_q10)

(II) Consolidated financial report of affiliates:
The Company has prepared a 2025 consolidated financial report of affiliates (from January 1st, 2025 to December 31st, 2025). In 2025, according to the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises", the Company shall list all companies included in the financial report of affiliates, which is identical to the companies included in the consolidated financial report of parent company and subsidiaries according to Article 7 of the Financial and Accounting Standards. The relevant information to be disclosed in the financial report of affiliates shall have been disclosed previously in the consolidated financial report of parent company and subsidiaries. Thus, the Company will not prepare a separate consolidated financial report of affiliates.

(III) Affiliates report: None.

6.2 Private Equity Securities of the Recent Fiscal Year Until Publishing Date of This Annual Report: None.

6.3 Other Necessary Supplementary Items: None.

6.4 If There Is Any Significant Impact on Shareholders' Equity or Securities Prices in Article 36, Paragraph 3, Section 2 of the Securities Exchange Act in the Recent Fiscal Year Until Publishing Date of This Annual Report: None.


TA CHEN STAINLESS PIPE CO.,
LTD

Chairman: Li-Yun, Hsieh