Stock Code:3380
Alpha Networks Inc. 2024 ANNUAL REPORT
Taiwan Stock Exchange Market Observation Post System: https://http://mops.twse.com.tw Alpha annual report is available at http: //https://www.alphanetworks.com
Printed on March 29, 2025
-
Company's Spokesperson
Spokesperson
Deputy Spokesperson
Name:
Shao-Ling Chen
Jing-Yao Peng
Title:
Chief Financial Officer
Deputy Director
Tel:
+886-563 6666
+886-563 6666
E-mail:
IR@alphanetworks.com
IR@alphanetworks.com
-
Contact Information of the Head Office, Branch Offices and Factories
Office
Address
Telephone
Head Office / Factory
No. 8, Li-Hsin 7th Rd., Hsinchu Science Park, Hsinchu 300094, Taiwan, R.O.C.
+886-563 6666
Changshu (China) / Factory
No.6, Yintong Road, National New & Hi-Tech Industrial Development Zone, Changshu, Jiangsu Province, China
+86-512-52156789
Vietnam / Factory A
Lot CN03, Dong Van 4 Industrial Park, Dai Cuong Ward, Kim Bang Town, Ha Nam Province, Vietnam
+84-226-3967700
Vietnam / Factory B
Lot CN03, Dong Van 4 Industrial Park, Dai Cuong Ward, Nhat Tuu Ward,Kim Bang Town, Ha Nam Province, Vietnam
+84-226-3967700
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Stock Transfer Handling Agency:
Agent: China Trust Commercial Bank
Address: 5F, 83 Chung-Ching South Road, Sec. 1, Taipei, Taiwan Website: https://ecorp.ctbcbank.com/cts/_index_pro.jsp
Tel: + 886-2-6636-5566
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Name of the CPAs and CPA Firm Auditing the Financial Statements in the Most Recent Year:
CPAs: Jun-Yuan Wu and Wei Ming Shih. CPA Firm: KPMG
Address: 68F, TAIPEI 101 TOWER, No.7, Sec.5, Xinyi Road, Taipei, 110, Taiwan (R.O.C.) No. 11, Zhanye 1st Rd., East Dist., Hsinchu City 300091, Taiwan (R.O.C.)
Website: https://kpmg.com/tw/zh/home.html Tel: +886-2-8101-6666 +886-3-579-9955
- Overseas Trade Places for Listed Securities: N.A.
-
Company Website: https://www.alphanetworks.com/
Table of Contents
Letter to Shareholders1
Corporate Governance8
Information Regarding Directors, President, Vice Presidents, Associate Vice Presidents and Managers of Departments and Divisions 8
Compensation of Directors, Supervisors, President and Vice President 22
Implementation of Corporate Governance 25
Information on the Professional Fees of the Attesting CPAs 72
Information on Replacement of CPAs 73
Has Any of the Company's Chairperson, President, or Managers Responsible for Finance or Accounting Duties Served in the Company's CPA Firm or Its Affiliated Company within the Most Recent Year 73
The Status of Equity Transfer or Changes to Equity Pledge of Directors, Managers or Shareholders Holding More than 10% of the Company's Shares in the Most Recent Year Up
to the Publication Date of this Report 73
Information of Relationships between Top 10 Shareholders Who are Related Parties, Spouses
or Relatives within the Second Degree of Kinship Relationship: 75
Shareholdings and Joint Shareholdings of Businesses Invested by the Company, Directors, Supervisors, Executive Officers and Companies Directly or Indirectly Controlled by the Company 75
Capital and Shares 76
Corporate Bonds Handling Status 80
Preferred Shares Handling Status 80
Global Depository Receipts Handling Status 80
Employee Stock Option Handling Status 80
Issuance of New Shares in Connection with the Merger or Acquisition of other Corporations 80
Implementation Status of Fund Application 80
Business Activities 81
Overview on Market and Production 90
Employee Information in the Recent Two Years up to the Publication Date of this Annual Report 94
Environmental Protection Expenditures 95
Labor Relationships 95
Cyber Security Management 97
Material Contracts 98
Financial Position 99
Financial Performance 99
Cash Flow 100
Material Expenditures in the Most Recent Year and Impact on the Company's Finances and Operations 100
Investment Policy for the Most Recent Fiscal Year, the Main Reasons for the Profits/Losses Generated thereby, the Improvement Plan and Investment Plans for the Coming Year 100
Risk Management 100
Matters for Analysis and Assessment for Risks 102
Other Material Matters 106
Information about the Company's Affiliates 107
Privately placed securities handling status in the most recent year up to the publication date of this Annual Report 113
Other items that must be included 113
Any event that results in substantial impact on the shareholders' equity or prices of the Company's securities as prescribed by Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act that have occurred in the most recent year up to the publication date of this Annual Report 113
Dear Shareholders,
Operating Results for 2024
Implementation of the Annual Business Plan
Over the past year, the global economic environment was impacted by war, inflation, and the unexpected inventory adjustment rate by customers, leading to a decline in overall operational performance compared to 2023. Internally, The Company proactively optimized factory capacity and production efficiency, successfully consolidating manufacturing operations in China while enhancing productivity. Externally, the Company continued to develop new clients and successfully expanded into emerging markets such as India. At the same time, Alpha Network Inc. strengthened its services for existing customers, maintaining a stable gross profit margin. Furthermore, through longterm equity investments, the Company expanded its telecommunications business by developing digital microwave communication technologies and products.
Looking ahead to this year, the inventory reduction of customers is nearing its end, and the shipment momentum of major products is gradually increasing. Coupled with the Company's entry into emerging national telecommunications markets and the accelerated development of high-end products, the Company anticipate a return to a growth trajectory in this year's operational development.
Budget Execution
The Company did not disclose its financial forecast for 2024.
Analysis of Financial Results and Profitability
In 2024, the consolidated revenue was NT$ 21,444 million, which was 24.2% lower compared with the number recorded in the last year; the consolidated gross margin was 18.3%, which was about 0.1% lower than the previous year's 18.4%; the consolidated net operating profit was NT$108 million; the net profit attributable to the owners of the parent company was NT$219 million, equivalent to NT$0.4 per share.
Research and Development Status
The Company has complete network communication software/hardware technologies, and its research and development focuses in 2024 were as follows:
LAN/MAN Business Unit
The company continues to focus on technological innovation and market positioning for switch products, targeting three major markets: Telecom-Grade Switches, Data Center Switches, and Enterprise-Grade Switches. The key research and development focuses include:
Telecom-Grade Switches:
Continuous research and development of communication protocols for core switches in the telecom market.
Ongoing research on Sync-E and IEEE 1588v2 switch technology to ensure high-precision time synchronization.
Strengthening Secure Boot technology and hardware root of trust (HWRoT) applications to enhance product security and support multi-platform deployment.
Data center switches and AI data center switches.
Enhancing the technical application and integration of the SONiC network operating system to achieve more efficient network operation and management, providing customers with flexible software and hardware solutions.
Deepening the application of SONiC in AI data center switches, integrating intelligent computing and network operations to meet the needs of future smart data centers.
Developing high-bandwidth, high-density products, researching high-speed switch technologies such as 1.6T and 800G to support AI computing and large-scale data center applications.
Strengthening high-speed signal development integration and thermal design to further optimize performance while reducing power consumption.
Enhancing the customization and intelligence of baseboard management controllers (BMC) to improve product management efficiency.
Focusing on technology development to support AI applications, advancing intelligent and high-performance switch solutions.
Enterprise switches.
Developing full 10G-port PoE switches supporting Copper and Fiber ports to meet diverse application scenarios.
Continuously customizing functions and communication protocols according to customer needs to meet the demands of different markets and fields.
Wireless Broadband Business Unit
To respond to the trends in wireless broadband, the Company focuses on developing xPON optical communication and WiFi6/WiFi7 wireless network technologies, targeting enterprises and households. The Company is also committed to innovating new antenna designs and applying for patents to optimize the performance of WiFi routers, WiFi optical gateways, and WiFi AP products.
Additionally, the Company is actively developing the 5G FWA (including mmWave) platform and the XGSPON platform, further improving the wireless broadband product line.
The Mobile product line is divided into three main areas: CPE, 5G O-RU, and 5G small Cells:
CPE: Since Alpha Network Inc.'s CPE utilizes modules from module manufacturers for the modem component, the primary R&D focus for CPE is on the rapid integration of software and hardware. Additionally, in 2023, the key development priorities include the design of outdoor and mmWave products, as well as the accumulation of production technology expertise.
5G O-RU: It is expected that low-wattage (1W) RUs will become increasingly competitive in price as SoC technology matures. Therefore, the development focus is on relatively high-wattage (>= 5W) RUs, using an O-RAN architecture interface.
5G Small Cells: The development focus is on fulfilling private network customer requirements and customization. The evolution of DOCSIS (Data Over Cable Service Interface Specification) technology has progressed alongside the rapid development of the internet, experiencing several generational innovations from initially supporting simple broadband access to now enabling multi-gigabit symmetrical broadband services. DOCSIS 4.0, the latest generation of cable broadband technology specifications, was first released
by Cable Labs in 2019. It is primarily optimized for high-speed broadband needs and future network performance. To address this new technology and meet market demands, the focus in fiscal year 2024 is on developing Docsis 4.0 modems and Routers that incorporate the latest wireless technology (WiFi).
Digital Multimedia and Automotive Business Unit
Development of dedicated baby home network cameras.
Integration of radar detection to enhance or expand network camera applications.
Improving the yield rate of optical stations in production lines.
Enhancing the uniformity control of projection light sources.
Standardizing optical testing processes.
Developing 24GHz Radar 1T1R/1T2R solutions, primarily for the bicycle market, providing stable and secure rear collision warning detection (RCW) with a detection range of 150M.
Design and development of a chamber for mmWave 60GHz Radar EIRP testing research and production line verification. The main focus of development is on measuring the mmWave MIMO RF Power response through the configuration of the radar fixture turntable and corner reflector's corresponding entrance distance: this includes Power/Angle/Distance value.
Advanced Manufacturing Process Research for L.E.O (Low Earth Orbit) Satellite Production. The primary research focuses on optimizing fixture design and reflow chart parameter control to prevent board deformation after passing through the reflow oven. Additionally, it involves component positioning corrections within specific areas to minimize displacement during placement.
The 77GHz forward radar, 77GHz side radar, and domain controller system used in the E-Bus ADAS technology project provide driver assistance warnings for ACC, AEB, BSIS, and BSD. Concurrently, in collaboration with the electric bus body manufacturer - Tron Energy Technology Corporation, an application for guidance from the Industrial Development Bureau is submitted. The entire system unit and cooperating manufacturers are all domestic enterprises committed to promoting the localization and full functionality realization of the proposal.
Technical research on AI-Dashcam. Collaborative research is conducted among a Japanese automobile manufacturer's advanced technology center and a certain vendor.
Developing automated testing technology for automotive products.
Summary of Business Plan for this Year
Business Strategy
Continue integrating group resources to maximize synergies.
Enhance service quality and strengthen core competitive advantages.
Deepen strategic partnerships with customers and suppliers.
Accelerate new product development and mass production timelines to drive profitability and competitiveness.
Continuously seek suitable strategic partners to expand the Company's business scope.
Leading corporate net zero, deepening the culture of corporate sustainability governance.
Sales Volume Forecast and Basis
The sales forecast and planning of the Company's business entities this year are as follows:
LAN/MAN Business Unit
Alpha Network Inc. continues to focus on the development of high-speed Ethernet switches across data center, enterprise, telecom, and industrial-grade sectors. According to IDC forecasts, global spending on AI solutions is expected to exceed $500 billion by 2027, with enterprises increasingly prioritizing AI technology investments and AI-related products and services. Dell'Oro Group data analysis predicts that global data center capital expenditures will grow by 10% by 2025, with generative AI and new AI applications driving major growth in cloud and enterprise sectors. Artificial intelligence has become a new growth engine, and Alpha Network Inc. will seek collaboration with global networking brands to provide solutions and gain industry recognition.
As networking, computing, and storage continue to integrate, and AI and machine learning workloads are expected to grow significantly in the future, this presents both an opportunity and a challenge for Alpha Network Inc. Faced with rapid advancements in technology, industry shifts, and market dynamics, the Company will allocate more resources than in the past to further enhance its competitive advantages and core capabilities, ensuring a strong position in the networking industry.
With the growing demand for generative AI, streaming platforms, and IoT applications, cloud service providers require high-bandwidth and low-latency network connections to meet data processing needs. This surge in demand will drive adoption of 400G, 800G, and future 1.6T switches. Alpha Network Inc. has developed 800G and 1.6T switch products for deployment in core network infrastructure, serving as next-generation solutions that are also well-suited for AI/ML workloads. These products offer fast, scalable architectures with optimized task completion efficiency.
In recent years, the emphasis on sustainability and energy efficiency (ESG) has increased, with carbon reduction becoming a key environmental responsibility. Alpha Network Inc. has initiated research into cooling technologies to enhance computational performance while reducing energy consumption, aiming to provide the best green energy and carbon footprint solutions in the future. Initially, the Company will incorporate water-cooling technology into 1.6T switch products, along with water-cooled racks, to enhance power usage efficiency in data centers, catering to diverse customer needs and expanding solution applications while maintaining a leading position in next-generation data center innovations.
Additionally, with the increasing bandwidth and connection speeds brought by WiFi 6E and WiFi 7, as well as faster network connections for devices such as PCs, laptops, and IP cameras, the demand for multi-gigabit switches is rising annually. This trend is driving higher bandwidth requirements for switch uplink interfaces. By collaborating with chip manufacturers to develop high-density multi-gigabit PHY chips and simplifying circuit designs, along with high-power PoE++ technology, Alpha Network Inc. is making Wi-Fi deployments more efficient, ensuring high-performance network transmission and stable, secure network services. As a result, demand for high-power PoE switches continues to grow.
Alpha Network Inc. is also dedicated to developing telecom-grade 5G xHaul transport switches, OLT optical line terminal equipment, and telecom core network switches. The Company integrates high-precision time synchronization technologies, including GPS, IEEE 1588, and Synchronous Ethernet, to meet major market specifications and fulfill current and future telecom central office demands. Furthermore, the Company complies with NEBS (Network Equipment-Building System) international safety standards for
telecommunications infrastructure, ensuring that products meet consistent safety and quality requirements. Enterprise and SMB networking solutions remain a key focus for the Metropolitan Network Business Unit. With long-standing relationships with leading international brands, the Company closely aligns with customer needs to develop 10G/25G/100G/400G switches and OpenLAN-related technologies. Alpha Network Inc. continues to expand its existing technological base and market share, striving to become a vital partner for global customers in building network infrastructure.
Wireless Broadband Business Unit
In recent years, the rise of remote work due to the pandemic has led to increased demand for broadband connectivity. To improve overall fiber and broadband penetration, governments in Europe and the United States have introduced large-scale broadband infrastructure projects, encouraging global telecom operators to accelerate the upgrade of fixed fiber networks, expedite 5G network deployments, and significantly increase the number of wireless base stations. In addition, technological advancements in DOCSIS 4.0, xPON, and Wi-Fi 7 are also driving market growth.
In the 5G sector, Alpha Network Inc. continues to focus on expanding into vertical enterprise markets by developing wireless radio units (RUs) while also advancing end-to-end (E2E) solutions that offer customization and flexibility for various industry applications. The Company remains committed to developing 5G telecom applications by integrating product solutions such as 5G CPE (FWA) and 5G small cell (RU, CDU). These solutions incorporate Wi-Fi 6 and the latest Wi-Fi 7 technologies, delivering higher speeds and lower latency to enhance overall network experiences.
In the wireless broadband sector, telecom operators are responding to the surge in demand for high-bandwidth smart home and remote work solutions by significantly increasing the deployment of wireless access points (Wi-Fi APs), high-speed wireless routers, and range extenders. This trend is expected to further drive demand for Alpha Network Inc.'s enterprise-grade wireless APs and home routers.
Digital Multimedia and Automotive Business Unit
Driven by the growing demand for IoT and 5G technologies, smart home and home security surveillance products have become key drivers of future growth in the digital multimedia sector. Alpha Network Inc. continues to expand its presence in the cloud-based baby monitoring and smart access control markets by integrating millimeter-wave radar technology, AI deep learning, and software-related algorithms such as facial recognition, motion detection, and cloud interoperability (public and private cloud). These advancements enhance product differentiation and competitiveness. Additionally, given the increasing frequency of traffic accidents caused by blind spots in large vehicles, Alpha Network Inc. has developed side blind-spot detection radar solutions for commercial vehicles in compliance with United Nations Regulation UN/ECE R151. The Company has collaborated with clients to conduct full-vehicle road tests and has refined product iterations to reduce false positives and false negatives. Furthermore, Alpha Network Inc. is actively collaborating with electric bus manufacturers to integrate its in-house developed ADAS (Advanced Driver Assistance System) domain controller with AEB (Automatic Emergency Braking) and LKA (Lane Keeping Assist) subsystems. The Company aims to align Taiwan's electric bus ADAS solutions with international standards.
Key Production and Sales Policies for This Year
Optimize in-house production capacity allocation in coordination with the mass production operations of the Vietnam subsidiary.
Establish strategic manufacturing partnerships and expand global production capacity to meet customer demands.
Continuously optimize supply chain management to ensure stable material sourcing and enhance competitive advantages.
Actively expand core business sectors and integrate group resources to provide comprehensive solutions for customers.
Future Development Strategies of the Company
To enhance profitability and ensure sustainable operations, Alpha Network Inc. has established the following long-term development strategies:
Growth: Increase the proportion of high-end models in switches, broadband, and other product lines. Expand market applications for cloud surveillance, radar detection, and related products. Strengthen long-term partnerships with customers and suppliers to improve market penetration.
Efficiency: Continuously improve product manufacturing efficiency, quality, and customer satisfaction while reinforcing core competitive advantages.
Transformation: In addition to continuously exploring new markets and sales channels, expand the breadth and depth of the networking industry through mergers and acquisitions (M&A) to enhance the Company's overall competitiveness.
Sustainability: Implement sustainable development practices and foster a friendly workplace, fulfilling corporate social responsibility from multiple perspectives.
Impact of External Competitive, Regulatory, and Macroeconomic Environments
The global economy continues to face uncertainties due to war, inflationary pressures, and various trade protection measures. However, after more than a year of inventory adjustments, the networking and communications industry is expected to recover, driven by favorable broadband infrastructure policies in certain countries. Alpha Network Inc. will continue to strengthen its core technologies and develop high-end integrated products to enhance its competitive advantages. The Company remains committed to expanding into new markets and sales channels to capture growth opportunities. With international enterprises placing increasing emphasis on ESG and sustainable development, Alpha Network Inc. will effectively integrate group-wide resources to fulfill corporate social responsibilities and ultimately maximize shareholder value.
Alpha Network Inc. sincerely appreciate the shareholders' continued support and encouragement. Looking ahead to 2025, the Company will further enhance its core technologies, develop market-competitive product lines, and strengthen customer service quality and engagement. The Company will also expand its sales reach into emerging, high-potential markets while improving production efficiency and cost advantages. By leveraging in-house production capacity and global manufacturing partnerships,
Alpha Network Inc. aims to better meet customer demands. Additionally, the Company will actively seek suitable M&A and long-term investment opportunities to deepen and broaden its presence in the networking industry, striving to generate the highest possible returns for shareholders.
Best wishes for your health and all the best!
Sincerely!
Chairperson: Wen-Fang Huang
Corporate GovernanceInformation Regarding Directors, President, Vice Presidents, Associate Vice Presidents and Managers of Departments and Divisions
Directors Information
March 29, 2025; unit: shares, %
Title
Nationality or Place of Registration
Name
Gender & Age
Date Elected
Term
Date First Elected
Shareholding When Elected
Current Shareholding
Shareholding by Spouse & Minors
Shareholding in the Names of Other
Persons
Remark
Shares
%
Shares
%
Shares
%
Shares
%
Chairperson
Republic of
China
Qisda Corporation
-
2023.5.31
3
2018.6.15
295,797,126
54.60%
295,797,126
54.60%
0
0.00%
0
0.00%
The Company's chairperson, CEO and president are the same person, who can represent the Company externally and effectively coordinate the
Republic of
China
Representative: Wen-Fang Huang
Female 51~60
2023.5.31
3
2019.8.28
0
0.00%
0
0.00%
0
0.00%
0
0.00%
Vice
Republic of
China
Qisda Corporation
-
2023.5.31
3
2018.6.15
295,797,126
54.60%
295,797,126
54.60%
0
0.00%
0
0.00%
Chairperson
Republic of
China
Representative: Chi-Hong Chen
Male 61~70
2023.5.31
3
2018.6.15
0
0.00%
0
0.00%
0
0.00%
0
0.00%
management team,
and actively expand
the 5G network
Director
Republic of
China
Qisda Corporation
-
2023.5.31
3
2018.6.15
295,797,126
54.60%
295,797,126
54.60%
0
0.00%
0
0.00%
communication business. At the same time, in order to strengthen the
independence and
Republic of
China
Representative: Han-Chou, Huang
Male 61~70
2023.5.31
3
2022.4.29
0
0.00%
0
0.00%
0
0.00%
0
0.00%
Director
Republic of
China
Qisda Corporation
-
2023.5.31
3
2018.6.15
295,797,126
54.60%
295,797,126
54.60%
0
0.00%
0
0.00%
supervision function
of the board of directors, the board of directors of the
Company has four independent directors
Republic of
China
Representative: Chiu-Chin Hung
Female 51~60
2023.5.31
3
2021.1.28
0
0.00%
0
0.00%
0
0.00%
0
0.00%
Independent
Director
Republic of
China
Shu-Hsing Li
Male 61~70
2023.5.31
3
2021.1.28
0
0.00%
0
0.00%
0
0.00%
0
0.00%
and more than half of the directors are not an employee or a manager of the
Company, so as to
Independent
Director
Republic of
China
Cheng-Jung Chiang
Male 71~80
2023.5.31
3
2021.1.28
0
0.00%
0
0.00%
0
0.00%
0
0.00%
improve the operation
of the board of directors and comply
Independent
Director
Republic of
China
Ming-Der Hsieh
Male 61~70
2023.5.31
3
2020.6.12
0
0.00%
0
0.00%
0
0.00%
0
0.00%
Independent
Director
Republic of
China
Zhong-Rui Chen
Male 61~70
2023.5.31
3
2023.5.31
0
0.00%
0
0.00%
0
0.00%
0
0.00%
with the principles of corporate governance.
Title Name
Career (Academic) Backgrounds
Selected Current Positions at Alpha and Other Companies (Note 1)
Chairperson Wen-Fang Huang
Academic Background:
EMBA, National Taiwan University Economic, National Taiwan University
Career Background:
Vice President & General Manager, Commercial & Industrial Products of Qisda Corp
Director of Qisda Optronics Corp.
CEO and President, Alpha Networks, Inc. Chairperson, Hitron Technologies Inc.
Chairperson, Interactive Digital Technologies Inc. Director, BenQ Foundation
Chairperson, Alpha Foundation
Vice Chairperson Chi-Hong Chen
Academic Background:
Dept. of Business Administration, National Chengchi University
MBA, Thunderbird School of Global Management, ,U.S.A Electrical Engineering, National Cheng Kung University
Career Background:
President, Qisda Corporation
President, Technology Product Center, BenQ Corp.
Chairperson & CEO, Qisda Corporation. Director, Darfon Electronics Corp.
Chairperson, DFI Inc.
Director, Hitron Technologies Inc.
Chairperson, BenQ Medical Technology Corporation. Chairperson, Partner Tech Corp.
Director, BenQ Materials Corp. Director, BenQ corporation.
Director, Darly Venture Inc. Director, Darly2 Venture Inc.
Director, Darly Consulting Corporation.
Director, BenQ Healthcare Consulting Corporation. Director, BenQ Hospital Management Consulting (NanJing) Co., LTD.
Director, NANJING BenQ Hospital Co., Ltd. Director, Suzhou BenQ Hospital Co., Ltd.
Director, Qisda Corporation. Director, BenQ BM Holding Corp.
Director, BenQ BM Holding Cayman Corp. Director, Qisda (L) Corp.
Director, Darly Venture (L) Ltd. Chairperson, BenQ Foundation.
Director, Phoenix Venture Capital Co., Ltd. Director, Phoenix 2 Venture Capital Co., Ltd. Director, Phoenix 3 Venture Capital Co., Ltd. Director, Phoenix 4 Venture Capital Co., Ltd. Director, Phoenix 6 Venture Capital Co., Ltd. Director, Dunpin No.1 Innovation Investment Co., Ltd.
Director, Dunpin No.2 Innovation Investment Co., Ltd.
Director, InnoFund V.
Director, Industrial Technology Research Institute.
Director
Han-Chou, Huang
Academic Background:
EMBA, Tsing Hua University in Beijing, China MBA, Greenwich University in the UK
Career Background:
Senior Vice President, Qisda Corporation President of Global Supply Chain
COO, BenQ China
VP of Global Manufacturing, BenQ
Director, Qisda Corporation President, Qisda Corporation Director, AU Optronics Corporation Chairperson, Simula Technology Inc. Chairperson, Action Star Technology. Chairperson, Dataimage Corporation Chairperson, DIVA Laboratories. Ltd. Chairperson, Qisda Optronics Corp. Director, BenQ Foundation
Director, BenQ Biotech (Shanghai) Co., Ltd.
Director, Shanghai Filter Technology Co., Ltd. Director, MetaAge Corporation.
Title Name
Career (Academic) Backgrounds
Selected Current Positions at Alpha and Other Companies (Note 1)
Director Chiu-Chin Hung
Academic Background:
EMBA, National Taiwan University
MBA, California State University, Fullerton ,U.S.A
Career Background:
Chief Financial Officer, Daxon Technology Co., Ltd.
Chief Financial Officer, Qisda Corp. Director, Darfon Electronics Corp. Director, Dataimage Corporation Director, Data Image Corporation Director, BenQ corporation.
Director, Qisda Optronics Corp. Chairperson, Darly Venture Inc. Chairperson, Darly2 Venture Inc. Chairperson, Darly Consulting Corporation.
Director, BenQ Healthcare Consulting Corporation Director, BenQ Hospital Management Consulting (NanJing) Co., LTD.
Director, NANJING BenQ Hospital Co., Ltd. Director, Suzhou BenQ Hospital Co., Ltd.
Director, Suzhou BenQ Investment Co., Ltd. Director, BenQ Biotech(Shanghai)Co., Ltd. Director, Shanghai Filter Technology Co., Ltd. Director, Shanghai Filter Technology Co., Ltd. Director, BenQ BM Holding Corp.
Director, BenQ BM Holding Cayman Corp. Director, Qisda Sdn. Bhd.
Director, Qisda (L) Corp. Director, Darly Venture (L) Ltd. Director, Topview Optronics Corp.
Director, BenQ Foundation.
Independent Director Shu-Hsing Li
Academic Background:
Ph.D., Accounting, New York University, U.S.A Business Administration, National Chengchi University
Career Background:
Vice President, Office of Financial Affairs, National Taiwan University
Dean, College of Management, National Taiwan University Dean, Department of Accounting, National Taiwan University
Chairperson, Taiwan Accounting Association
Chair Professor, Department of Accounting, Tunghai University
Professor of Department of Digital Financial Technology and Dean of College of Management, Chang Gung University
Independent Director, Fubon Financial Holding Co., Ltd.
Independent Director, Healthconn Corp. Independent Director, Sharehope Medicine Co., Ltd.
Independent Director Cheng-Jung Chiang
Academic Background:
Ph.D., Business Administration, University of Maryland, U.S.A
EMBA, National Chengchi University,
Dept. of aerospace engineering, Tamkang University
Career Background:
Independent Director, Chen Full International Co., Ltd. Independent Director, Glory Science Co., Ltd.
Independent Director, Giga Solar Materials Corp. Independent Director, SAMPO Corporation.
Independent Director, Chernan Metal Industrial Corp.
Chairperson and General Manager, Taiwan-Asahi Environmental Technology Co., Ltd.
Chairperson and General Manager, Diamond Technical &Trading Corp.
Independent Director, FIT Holding Co., Ltd. Adjunct Professor, Dept. of Aerospace Engineering, Tamkang University
Director and Strategy Consultant, Commerce Development Research Institute
Title Name
Career (Academic) Backgrounds
Selected Current Positions at Alpha and Other Companies (Note 1)
Independent Director Ming-Der Hsieh
Academic Background:
Ph.D., Electrical Engineering, Michigan State University, U.S.A
Career Background:
Dean, Miin Wu School of Computing, National Cheng Kung University
Chairperson, Taiwan IC Design Society
Dean, Department of Electrical Engineering, National Cheng Kung University
Deputy General Director, Information and Communications Research Laboratories, Industrial Technology Research
Institute
Professor, Department of Electrical Engineering, National Cheng Kung University
CTO, Institute of Electro-Optics, Industrial Technology Research Institute.
Independent Director, Genesys Logic Inc. Director, Southern Taiwan Silicon Valley Program Office
Independent Director Zhong-Rui Chen
Academic Background:
MBA, East Illinois University, U.S.A
Career Background:
Vice Chairperson, Yuanta Securities Investment Consulting Co., Ltd.
Director, Forcecon Technology Co., Ltd.
Independent Non-Executive Director and Audit Committee Member, VEDAN Enterprise Corporation
Chairperson, Ray Wing Research & Investment Corp. Independent Director, Pili International Multimedia Co., Ltd.
Director, Forcecon Tech. Co., Ltd. Independent Director, Longwell Company. Director, Tai-Saw Technology Co., Ltd.
Chairperson, Lixue Asset Management Co., Ltd. Director, Dunpin No.1 Innovation Investment Co., Ltd.
Note 1: Please refer to the section "Directors, Supervisors and Presidents of Affiliates" in the annual report.
Note 2: Any Executive, Director, or supervisor who is a spouse or relative within the second degree of kinship: None.
Substantial Shareholders of the Institutional Shareholder
Name of Institutional Shareholder (Note1)
Substantial Shareholders of the Institutional Shareholders
Shareholding Percentage (%)
Qisda Corporation (Note 2)
AUO Corporation
12.20 %
Acer Inc.
4.21 %
Taishin International Bank entrusted with the Qisda Corporation Employee Stock Ownership
Trust Account
3.89 %
Konly Venture Corporation.
2.60 %
Darfon Electronics Corp.
2.07 %
Chunghwa Post Co., Ltd.
1.39 %
Standard Chartered Bank (Taiwan) Limited. in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds
0.99 %
Citi Bank (Taiwan) in custody for the investment account of Poluning Development National
Fund Co., Ltd.
0.95 %
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Funds.
0.92 %
Dongmu Association. (Note 3)
0.89 %
Note1: Directors are Institutional Shareholders.
Note2: The shareholding reference date was March 31, 2025.
Note 3: Institutional person shareholders are not company organizers. The names of shareholders and shareholding ratios that should be disclosed at the beginning are the names of capital contributors or donors and their capital contribution or donation ratios.
Note 4: Please refer to the names of major shareholders in this annual report and capital raising information.
Substantial Shareholders of Institutional Shareholders of Substantial Shareholders of the Company's Institutional Shareholders.
Name of Institutional Shareholders
Substantial Shareholders of the Institutional Shareholders
Shareholding Percentage (%)
AUO Corporation (Note1)
Qisda Corporation
6.90%
Bank SinoPac in Custody for the Employees Stock Ownership Trust account for the
Committee of Employees Stock Ownership Trust of AUO Corporation.
5.46%
Quanta Computer Inc.
4.61%
CTBC Bank in Custody for Yuanta Taiwan Value High Dividend ETF
4.00%
Citibank Taiwan in Custody for AUO Corporation ADR.
2.38%
Labor Pension Fund (The New Fund)
1.65%
Nan Shan Life Insurance Company, Ltd.
1.56%
JPMorgan Chase Bank N.A., Taipei Branch in Custody for Vanguard Emerging Markets
Stock Index Fund, A Series of Vanguard International Equity Index Funds
1.12%
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International
Stock Index Fund, a series of Vanguard Star Funds.
0.96%
Citibank Taiwan in custody for the government of Singapore.
0.88%
Acer Incorporated (Note2)
Yuanta/P-shares Taiwan Dividend Plus ETF
4.72%
Hung Rouan Investment Corp.
2.42%
Taipei Fubon Commercial Bank in Custody for Fuh Hwa Taiwan Technology Dividend
Highlight ETF
2.40%
Stan Shih
1.15%
Labor Pension Fund (The New Fund)
1.09%
JPMorgan Chase Bank N.A., Taipei Branch in Custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds
1.01%
JPMorgan Chase Bank N.A., Taipei Branch in custody for the special investment accounts of J.P. Morgan Asset Management
0.96%
Citibank Taiwan in Custody for Acer GDR
0.91%
Citibank Taiwan in custody for the government of Singapore.
0.65%
JPMorgan Chase Bank N.A., Taipei Branch in Custody for Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds
0.63%
Konly Venture Corporation. (Note 3)
AUO Corporation
100%
Darfon Electronics Corp. (Note 4)
Qisda Corporation
20.72%
BenQ Corporation
5.01%
Taishin International Bank entrusted with the Darfon Electronics Corp, Employee Stock
Ownership Trust Account
3.85%
Mega International Commercial Bank Co., Ltd.
1.62%
Labor Pension Fund (The New Fund)
1.60%
Kai-Chien Su
1.45%
JPMorgan Chase Bank N.A., Taipei Branch in Custody for Japan Securities Finance Co.,
Ltd.
1.27%
Chang Hwa Commercial Bank Ltd.
1.21%
Taiwan Cooperative Bank
1.16%
HSBC Bank (Taiwan) Limited in Custody for Mitsubishi UFJ Morgan Stanley Securities
Cp., Ltd. Equity Trading Division.
1.09%
Chunghwa Post Co.,
Ltd. (Note 5)
Ministry of Transportation And Communications
100%
Note 1: The shareholding reference date was April 01, 2024. Note 2: The shareholding reference date was April 02, 2024. Note 3: MOEA registration publicity materials.
Note 4: The shareholding reference date was April 15, 2024. Note 5: MOEA registration publicity materials.
Directors' information
Professional Qualifications and Independence Analysis of Directors
Criteria
Name
Professional qualifications and experience
Independence situation (Note 1)
Number of Other Public Companies Concurrently Serving as an Independent
Director
Qisda Corporation Representative: Wen-Fang Huang
business in line with the group's strategy.
Not applicable
0
Qisda Corporation Representative: Chi-Hong Chen
is the chief helmsman of the large fleet.
Not applicable
0
Qisda Corporation Representative: Han-Chou, Huang
Not applicable
0
Mrs. Wen-Fang Huang has served as the director representative appointed by Alpha Networks Inc. since August 2019. Currently she is the chairperson, CEO and president of the Company and the chairperson of Hitron Technologies Inc. and Interactive Digital Technologies Inc.
Mrs. Wen-Fang Huang graduated from the Department of Economics of National Taiwan University and holds an EMBA from National Taiwan University. She once served as Vice President & President at Commercial & Industrial Products of Qisda Corp.
Mrs. Wen-Fang Huang is the President of Networking and Communication Business of Qisda Corp and was assigned to Alpha. She has rich business and management experiences and is fully committed to promoting the development of 5G Netcom
Mr. Chi-Hong Chen has served as the director representative appointed by Qisda Corp. since June 2018. Currently, he is a director and vice chairperson, of the Company and the chairperson & CEO of Qisda Corp and the director of Hitron Technologies Inc.
Mr. Chi-Hong Chen graduated from the Department of Electrical Engineering of National Cheng Kung University and holds a master's degree in international business management from Thunderbird in the United States. He served as the president of the product technology center of BenQ Corp. and the president of Qisda Corp.
Mr. Chi-Hong Chen has been responsible for different product R&D and business departments, and has also held management positions along the way. His comprehensive experiences in R&D and management has enabled him to accumulate profound industry experiences and innovative leadership thinking, and he
Mr. Han-Chou, Huang has served as the director representative appointed by Qisda Corp. since April 2022. Currently he is a director of the Company and the director & president of Qisda Corp.
contacts.
Qisda Corporation Representative: Chiu-Chin Hung
effectively assists the growth of the group.
Not applicable
0
Independent Director Shu-Hsing Li
industries to the Company and provide
Compliant
3
Mr. Han-Chou, Huang also holds a MBA from University of Greenwich in the UK. He served as the president of Qisda Global Supply Chain and the vice president of Qisda Corporation.
Mr. Han-Chou, Huang has more than 13 years of experience in supply chain management, 10 years of experience in factory operation management, and 5 years of experience in brand operation. He has served as the head of Qisda's business unit and business group. Moreover, he has been posted overseas for more than 10 years. He has rich and diverse qualifications and business performance, and is familiar with industry-related
Mrs. Chiu-Chin Hung has served as the director representative appointed by Qisda Corp. since January 2021. Currently, she is a director of the Company and the vice president & group chief financial officer and spokesperson of Qisda Corp.
Mrs. Chiu-Chin Hung also holds an EMBA degree from National Taiwan University and was the chief financial officer of Daxon Technology Co., Ltd.
With her rich experiences in financial management, mergers and acquisitions and communication skills, Mrs. Chiu-Chin Hung leads the Grand Fleet subsidiary of Qisda Group to coordinate the financial management of the Grand Fleet and
Mr. Shu-Hsing Li has served as the independent director of the Company since January 2021. Currently, he serves as Dean of the College of Management and Professor of Digital Financial Technology at Chang Gung University, Independent Director, Fubon Financial Holding Co., Ltd., Healthconn Corp. and Sharehope Medicine Co., Ltd.
Mr. Shu-Hsing Li holds Ph.D., in Department of Accounting from New York University; Vice President of Finance, National Taiwan University, Dean of School of Management, National Taiwan University, Director of the Department of Accounting and Research Institute, National Taiwan University, Chairperson of the Taiwan Accounting Association.
Mr. Shu-Hsing Li is professional in finance and accounting and has many years of experiences as an independent director in other industries; he can share the experience in operating multiple
management decision-making opinions on industry integration analysis, risk
management, etc.
Independent Director Ming-Der Hsieh
the industry.
Compliant
1
Independent Director Cheng-Jung Chiang
advice on promoting sustainable
Compliant
1
Mr. Ming-Der Hsieh has served as the independent director of the Company since June 2020. Currently, he is a professor in the Department of Electrical Engineering at National Cheng Kung University and the technical director of the Institute of Electro-Optics of the Industrial Research Institute, Independent Director, Genesys Logic Inc. and Director, Southern Taiwan Silicon Valley Program Office.
Mr. Ming-Der Hsieh holds Ph.D., in Electrical Engineering from Michigan State University, U.S.A; served as Deanof Miin Wu School of Computing, National Cheng Kung University; Chairperson, Taiwan IC Design Society; Dean of Department of Electrical Engineering, National Cheng Kung University; Deputy General Director, Information and Communications Research Laboratories, Industrial Technology Research Institute.
Mr. Ming-Der Hsieh has been engaged in teaching and cultivating talents for 30 years. He imparts his experiences and knowledge to others, and provides opinions on company management decision-making based on his insight into
Mr. Cheng-Jung Chiang has served as the independent director of the Company since January 2021. Currently, he is a Chairperson and General Manager of Taiwan-Asahi Environmental Technology Co., Ltd, Chairperson and General Manager, Diamond Technical &Trading Corp. Independent Director, Sampo Corporation, Chernan Metal Industrial Corp., FIT Holding Co., Ltd. and Adjunct Professor, Dept. of Aerospace Engineering, Tamkang University. and Director, Strategy Consultant, Commerce Development Reseach Institute.
Mr. Cheng-Jung Chiang holds Ph.D.in Business Administration, from University of Maryland, U.S.A ; Independent Director, Chen Full International Co., Ltd., Glory Science Co., Ltd. and Giga Solar Materials Corp, Independent Director, Sampo Corporation,Independent Director.Chernan Metal Industrial Corp.
Mr. Cheng-Jung Chiang has thirty years of experiences in environmental engineering. With his insight into environmental issues, he provides management decision-making
development for the Company.
Independent Director Zhong-Rui Chen
financial industry.
Compliant
2
Mr. Zhong-Rui Chen has served as the independent director of the Company since May 2023. Currently, he serves as Chairperson of Ray Wing Research & Investment Corp., Independent Director, Pili International Multimedia Co., Ltd., Director, Forcecon Tech. Co., Ltd, Independent Director, Longwell Company and Director, Tai-Saw Technology Co., Ltd., Chairperson, Lixue Asset Management Co., Ltd. and Director, Dunpin No.1 Innovation Investment Co., Ltd.
Mr. Zhong-Rui Chen holds a master's degree in business administration from East Illinois University in the United States. He served as the senior deputy general manager of Concord Securities Group, the chairperson of Concord Securities Investment Consulting Co., Ltd., the president of Yuanta Securities Investment Consulting Co., Ltd. vice Chairperson, Independent Non-Executive Director and Audit Committee Member of VEDAN Enterprise Corporation.
Mr. Zhong-Rui Chen has experienced many booms and busts during his securities service and has rich practical experience in securities. He provides opinions on company management decision-making with his insight into the
Note 1: Independence situation:
All comply with the provisions of Article 3, Paragraph 1 of the "Regulations on the Establishment of Independent Directors of Publicly Offered Companies and Matters to be Observed"
Article 27 of the Company Law does not stipulate that the government, legal persons or their representatives are elected
In the past two years, the company has not provided business, legal, financial, accounting and other services to the company or its affiliated companies
None of the independent directors, their spouses, or relatives within the second degree (or using the names of others) hold shares in the company. Please provide details of directors, general managers, deputy general managers, associates, and heads of departments and branches. (1) Director information.
Note 2: All the independent directors' professional qualifications and experience meet the provisions of Article 2(1) of "Regulations Governing Appointment of Independent Directors and Compliance.
Note 3: All the directors don't have any circumstances specified in Article 30 of the Company Act.
Diversification and Independence of Board
Diversification of Board Policy
The Company's board of directors has formulated the "Corporate Governance Code of Practice", and in Chapter 3 "Strengthening the Functions of the Board of Directors", there is a policy of diversification. The nomination and selection of Board Members comply with articles of incorporation that the Company adopts the candidate nomination system. Aside from evaluating each candidate's qualifications including education and experience, the Company also refers to stakeholders' opinions as well as comply with "Rules for Director and Supervisor Elections" and "Corporate Governance Principles" in order to ensure the diversity and independency of Board Members. The composition of the board shall have the necessary knowledge, skill, and experience to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
Making operational judgment skills.
Perform accounting and financial analysis skills.
Conduct management administration skills. (Including operation and management of subsidiaries)
Conduct crisis management skills.
Industrial knowledge.
International market perspective.
Leadership.
Executive skills.
Risk management knowledge and ability.
The composition of Board members shall be determined by taking diversity into consideration and formulating an appropriate approach on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
Basic requirements and values: age, gender, identity, and more. The Company pays attention to gender equality in the composition of board members, and aims to increase at least one female director in the future.
Professional knowledge and skills: Professional background, professional skills, industry experience, and more.
Goal
The Company to enhance the overall knowledge of the highest governance body on economic, environmental and social issues and continuously improve the management capabilities faced by the board of directors, the Group organizes two director training courses each year, invites lecturers to give lectures, and actively cooperates with the Financial Supervisory Commission to promote the "Corporate Governance 3.0-Sustainable Development Blueprint" and "Listed Company Sustainable Development Action Plan".
Achievement
The Company currently has a total of 8 directors, one director who concurrently as employee of the Company accounts for 12.5% and four independent directors account for 50%. Two directors are aged between 51-60, five directors between 61-70 and one director is between 71-80.
Over 50% of board members has experience in business management, multi-industry knowledge, and venture capital investment, and is committed to environmentally sustainable development and public welfare contributions; besides that, the Independent Director Shu-Hsing Li have possess financial accounting expertise, the Independent Director Zhong-Rui Chen is professional in financial investment, industrial research, company management and risk management, the Independent Director Ming-Der Hsieh and Cheng-Jung Chiang have a background in information technology industry and academia, respectively. The diverse experience and capabilities of the members of the Board of Directors of the Company have greatly contributed to the overall business operation of the Company.
The implementation of diversification of the board of directors of the Company in 2024 was as follows
Title
Name
Gender
Diverse Industry and Professional Skills
Term of office of independent
director
Business Management
Industry information
Venture capital
investment
ESG
Finance and
Accounting
Risk Management
Information Technology
Academic Research
Chairperson
Wen-Fang Huang
Female
V
V
V
Vice
Chairperson
Chi-Hong Chen
Male
V
V
V
V
V
Director
Han-Chou Huang
Male
V
V
V
Director
Chiu-Chin Hung
Female
V
V
V
V
Independent
Director
Shu-Hsing Li
Male
V
V
V
V
Three terms
or less
Independent
Director
Ming-Der Hsieh
Male
V
V
V
Three terms
or less
Independent
Director
Cheng-Jung
Chiang
Male
V
V
V
V
Three terms
or less
Independent
Director
Zhong-Rui Chen
Male
V
V
V
Three terms
or less
The specific management objectives and achievement of the Company's diversification policy are as follows
The specific management objectives
Achievement
Directors who concurrently serve as company managers should not exceed one-third of the
directors' seats
Achieved
More than one-third of independent directors
Achieved
Term of office of independent director less three terms
Achieved
Two seats for Female Directors
Achieved
We have two female members in our board meeting. Achieving One third female members is our goal. (II)The Board of Director Independence
Policy
The Company has approved the "Director Election Rules" through a resolution of the shareholders' meeting. The rules are in accordance with the candidate nomination system procedures formulated in Article 192-1 of the Company Act. Shareholders elect directors from a list of candidate directors, and there is no spouse or second-degree relative relationship among the directors. In addition, the Company has approved a resolution to establish the "Board of Directors Meeting Rules". When a director has a conflict of interest with himself or the legal person he represents in the meeting, he shall explain the important details of his conflict of interest at the board meeting. If there is a risk of harming the interests of the company, he shall not participate in the discussion and voting, and shall recuse himself from the discussion and voting, and shall not exercise the voting rights on behalf of other directors.
Goal
The Company reinforce the effectiveness of the board of directors and implement a good board governance system, the Company has established the audit committee and a remuneration committee under the board of directors, which are composed of all independent directors. Through professional division of labor and independent and detached positions, they assist the board of directors in making decisions, aiming to improve the supervisory function and strengthen the management function, and actively implement corporate governance.
Achievement
As of the date publication, the Company's Board of Directors consists of 8 directors, of which 7 are non-employees, accounting for 87.5%, and 4 are independent directors, accounting for 50%. There are no spouses or relatives within the second degree of kinship between independent directors or between independent directors and directors, which complies with the provisions of Article 26-3, paragraphs 3 and 4 of the Securities and Exchange Act. All directors do not have any of the circumstances listed in Article 30 of the Company Act, and all independent directors comply with the relevant regulations on independent directors set by the Financial Supervisory Commission. For the implementation of the directors' conflict of interest resolution in 2024, please refer to Section 3 "Corporate Governance Operations" of Chapter 2 "Corporate Governance Report" of this annual report.
Information of President, Vice President, Associate Vice President and Managers of Each Department and Division
March 29, 2025; Unit: share
Title
Nationality
Gender
Name
On-board Date
Current Shareholding
Shareholding by Spouse & Minors
Career (Academic) Backgrounds
Selected Current Positions at and Other Companies
(Note 1)
Remark (Note 2)
Shares
%
Shares
%
CEO &
President
Republic of China
Female
Wen-Fang Huang
03/19/2021
0
0.00%
0
0.00%
Academic Background:
EMBA, National Taiwan University Economic, National Taiwan University
Career Background:
Vice President & General Manager, Commercial & Industrial Products of Qisda Corp
Director of Qisda Optronics Corp.
Chairperson, Hitron Technologies Inc. Chairperson, Interactive Digital Technologies Inc.
Director, BenQ Foundation Chairperson, Alpha Foundation (Note 1)
The Company's chairperson, CEO and president are the same person, who can represent the Company externally and effectively coordinate the management team, and actively expand the 5G network communication business. At the same time, in order to strengthen the independence and supervisory functions of the board of directors, the board of directors of the company has four independent directors, and two-thirds of the directors are not employees or managers, so as to improve the operation of the
Vice President (Note 3)
Republic of China
Male
Pei-Shun, Chiu
03/01/2024
0
0.00%
0
0.00%
Academic Background:
Master of Electrical Engineering, University of Nebraska, Lincoln
Career Background:
President of Hitron Technologies Inc.
Director, Hitron Technologies Inc. (Note 1)
Associate Vice President
(Note 4)
Republic of China
Male
Yang-Zhi, Chou
05/03/2016
-
-
-
-
-
-
Associate Vice President (Note 5)
Republic of China
Male
Yi-Jin, Chiu
09/01/2020
-
-
-
-
-
-
Associate Vice President
Republic of China
Female
Cai-Fen, Chen
07/28/2023
0
0.00%
0
0.00%
Academic Background:
Department of English, Tamkang University
Career Background: Director of Qisda Corp
(Note 1)
Associate Vice President
Republic of China
Male
Zheng-He, Huang
07/28/2023
0
0.00%
0
0.00%
Academic Background:
Master of Marketing Administration, The City University of New York
Career Background:
Vice President, D Business Group of Hon Hai Technology Group
COO, Baotek Inc.
(Note 1)
Associate Vice President (Note 6)
Republic of China
Male
Ming-Lin, Chien
03/01/2024
0
0.00%
0
0.00%
Academic Background:
Master of Electrical Engineering, Syracuse University
Career Background:
Vice President, Product Center of D-Link Corporation Director, Product Marketing of Accton Technology Corporation
(Note 1)
Title
Nationality
Gender
Name
On-board Date
Current Shareholding
Shareholding by Spouse & Minors
Career (Academic) Backgrounds
Selected Current Positions at and Other Companies
(Note 1)
Remark (Note 2)
Shares
%
Shares
%
Associate Vice President (Note 7)
Republic of China
Male
Wen-Jiunn Tsai
09/01/2020
20,000
0.00%
0
0.00%
Academic Background:
Ph.D., University of Massachusetts Master, Arizona State University
Bachelor of Electronic Engineering, NCTU
Career Background:
Associate Vice President, Arcadyan Technology Corporation
Chairperson and CEO, Airdio Wireless Inc. CTO, AboCom Corporation
Vice President, Giga Solution
(Note 1)
board of directors and comply with the principles of corporate governance
Associate Vice President (Note 8)
Republic of China
Male
Zhi-Jian, Huang
01/16/2025
0
0.00%
0
0.00%
Academic Background:
Electronic Engineering, Tungnan University
Career Background:
Vice President, Hitron Technologies Inc. manufacturing department
-
Associate Vice President (Note 9)
Republic of China
Male
Sheng-Tien, Hsu
03/01/2025
0
0.00%
0
0.00%
Academic Background:
Mechanical Engineering, National Yang Ming Chiao Tung University
Career Background:
Associate Vice President, Hitron Technologies Inc. supply-chain management
Associate Vice President, FuSheng Precision Co., Ltd. SCM
-
Senior Director
Republic of China
Female
Shao-Ling Chen
03/17/2020
50,000
0.01%
0
0.00%
Academic Background:
Master of Commerce, Department of International Business, National Taiwan University
Financial Management Section, Department of Business Management, Taichung Institute of Technology
Career Background:
Senior Finance Manager, Parexel International Co., Ltd. Finance Manager, UTStarcom Inc., Asia Pacific.
Finance Manager, WorldCom Inc.
(Note 1)
The Company's shares held by managers in the name of other persons: None.
Any spouse or relative within the second degree of kinship of any manager who serves as the Company's executive: None
Note 1: Please refer to the section "Directors, supervisors and presidents of affiliates" in annual report.
Note 2: Where the Chairman of the Board of Directors and the President or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto must be disclosed.
Note 3: Mr. Patrick Chiu formerly served as the president of Hitron Technologies Inc. The Company borrowed his rich experiences to integrate the R&D and product blueprints among Alpha's Group companies to enhance technology and product development. He now serves as vice president of the company starting March 1, 2024.
Note 4: Mr. Yang-Zhi, Chou was transferred to Hitron Technologies Inc. as the president and resigned from the associate vice president of the Company on March 1, 2024. Note 5: Mr. Yi-Jin, Chiu resigned from the associate vice president of the Company on September 30, 2024.
Note 6: Mr. Ming-Lin, Chien was promoted to the position of associate vice president of the Company on March 1, 2024. Note 7: Mr. Wen-Jiunn Tsai was promoted to the position of associate vice president of the Company on May 3, 2024.
Note 8: Mr. Zhi-Jian, Huang was promoted to the position of associate vice president of the Company on January 16, 2025. Note 9: Mr. Sheng-Tien, Hsu was promoted to the position of associate vice president of the Company on March 1, 2025.
Compensation of Directors, Supervisors, President and Vice President
Compensation Paid to Directors
Unit: NTD thousand; thousand shares
Title
Name
Director's Compensation
(A+B+C+D) as a % of Profit
(Note 5)
Remuneration Earned by a Director Who is an Employee of the Company or of All Consolidated Entities
(A+B+C+D+E+F+G) as
a % of Profit (Note 5)
Compensatio n Paid to Directors from Non-consolidated Affiliates (Note 8)
Base Compensation
(A) (Note1)
Pension (B) (Note 2)
Remuneration to Directors (C) (Note 3)
Allowances
(D) (Note 4)
Base Compensation, Bounces and Allowances
(E) (Note 6)
Pension (F) (Note 2)
Employee's Remuneration (G) (Note 7)
The Company
From All Consolidate d Entities (Note 9)
The Company
From All Consolidate d Entities (Note 9)
The Company
From All Consolidate d Entities (Note 9)
The Company
From All Consolidated Entities (Note 9)
The Company
From All Consolidated Entities (Note 9)
The Company
From All Consolidated Entities (Note 9)
The Company
From All Consolidated Entities (Note 9)
The Company
From All Consolidated Entities
(Note 9)
The Company
From All Consolidated Entities (Note 9)
Cash
Stock
Cash
Stock
Director
Qisda
Corporation
7,000
11,000
0
0
1,478
1,478
200
330
3.97%
5.86%
5,716
5,716
0
0
4,300
0
4,300
0
8.55%
10.44%
94,818
Chairperson
Qisda Corporation Representative Wen-Fang
Huang
Vice Chairperson
Qisda Corporation Representative
Chi-Hong Chen
Directors
Qisda Corporation Representative
Han-Chou, Huang
Director
Qisda Corporation Representative Chiu-Chin
Hung
Independent Director
Shu-Hsing Li
5,500
5,500
0
0
845
845
200
200
2.99%
2.99%
0
0
0
0
0
0
0
0
2.99%
2.99%
0
Independent Director
Ming-Der Hsieh
Independent Director
Cheng-Jung Chiang
Independent
Director
Zhong-Rui
Chen
The board of directors is authorized to determine and distribute the compensation paid to directors pursuant to the Company's articles of incorporation, based on individual director's participation and contributions to the Company's operations and pursuant to the "Compensation Policy to the Directors and Functional Committee Members" in reference to domestic and overseas industry standards. When distributing earnings, the Board of Directors will resolve on the amount of directors' remunerations based on the Company's articles of incorporation. Independent directors are ex officio members of the audit committee. In addition to the base remuneration paid to directors, the Company takes into account of each director's individual responsibilities, risks and time spent to determine reasonable remunerations. The remuneration of directors is paid in accordance with the "Remuneration Regulations for Directors and Functional Committee Members". Directors who also serve as managers do not participate in the distribution of remuneration. It is also stipulated in the Company's articles of association that if the Company makes profits, it should allocate no more than 1% as directors' remuneration.
Please describe the independent directors' compensation policies, procedures, standards and structure, as well as the linkage to duties, risk and time spent:
In addition to the information disclosed in the table above, any director of the Company provided services to any of all consolidated entities included in the financial statements and received compensation for such services (e.g. provided consultation services in a non-employee capacity): None.
Table of Compensation Range
Compensation Range for Directors
Names of Directors
Sum of the First Four Items (A+B+C+D)
Sum of the First Seven Items (A+B+C+D+E+F+G)
The Company
From All Consolidated Entities (Note 9)
The Company
From parent Company and all subsidiaries and investees (Note 9)
Less than NT$ 1,000,000
Wen-Fang Huang, Chi-Hong Chen, Chiu-Chin Hung, Han-Chou, Huang
Chiu-Chin Hung, Han-Chou, Huang
Chi-Hong Chen, Chiu-Chin Hung, Han-Chou, Huang
Chiu-Chin Hung, Han-Chou, Huang
NT$ 1,000,000 (included)~2,000,000 (excluded)
Ming-Der Hsieh, Shu-Hsing Li, Cheng-Jung Chiang, Zhong-Rui Chen
Chi-Hong Chen, Ming-Der Hsieh, Shu-Hsing Li, Cheng-Jung Chiang, Zhong-Rui
Chen
Ming-Der Hsieh, Shu-Hsing Li, Cheng-Jung Chiang, Zhong-Rui Chen
Chi-Hong Chen, Ming-Der Hsieh, Shu-Hsing Li, Cheng-Jung Chiang, Zhong-Rui
Chen
NT$ 2,000,000 (included)~3,500,000 (excluded)
-
Wen-Fang Huang
-
-
NT$ 3,500,000 (included)~5,000,000 (excluded)
-
-
-
-
NT$ 5,000,000 (included)~10,000,000 (excluded)
Qisda Corporation
Qisda Corporation
Qisda Corporation
Qisda Corporation
NT$ 10,000,000 (included)~15,000,000 (excluded)
-
-
Wen-Fang Huang
Wen-Fang Huang
NT$ 15,000,000 (included)~30,000,000 (excluded)
-
-
-
-
NT$ 30,000,000 (included)~50,000,000 (excluded)
-
-
-
-
NT$50,000,000 (included)~100,000,000 (excluded)
-
-
-
-
NT$100,000,000 and above
-
-
-
-
Total
9 (Include 1 corporation)
9 (Include 1 corporation)
9 (Include 1 corporation)
9 (Include 1 corporation)
Note 1: Refer to compensation paid to directors in 2024, including base compensations, allowances, severance pays, bonuses and incentives. Note 2: The amount of provisions and payments comply with regulations in 2024.
Note 3: Directors' Remuneration in 2024.
Note 4: Refer to directors' allowances in 2024 (including provisions of base compensation, travel fees, special allowances, various allowances, accommodations, or company cars and other physical items for serving as representatives of institutional directors or supervisors designated by the Company on behalf of its subsidiaries).
Note 5: Profit refers to the profit for the year in the 2024 parent company only financial statements of Alpha Networks Inc.
Note 6: Refers to compensation paid to directors who also served as president, vice president, other managers or employees in 2024 including base compensation, job allowance, severance pay, bonuses, incentives, travel fees, special allowances, various allowances, accommodation, company cars and other physical items, etc. Any salary expenses recognized under IFRS 2 Share-Based Payment, including employee stock option plan, employee restricted stock and cash capital increase by stock subscription shall also be included in compensation.
Note 7: Refers to compensation paid to directors who also served as president, vice president, other managers or employees in 2024 those who obtain employee compensation (including stock and cash), the amount of employee compensation shall be distributed according to the proposal approved by the board of directors on February 27, 2025.
Note 8: Remuneration (including remuneration of employees, directors and supervisors) and business execution fees and other related remunerations received by directors as directors, supervisors or managers of the subsidiary's foreign investment business in 2024.
Note 9: All companies included in the consolidated statements include the Company.
Compensation Paid to Supervisors: Not applicable; Since June 15, 2012, the audit committee has been responsible for the implementation of the authority of supervisors as required by the relevant laws and regulations
Compensation Paid to the President and Vice Presidents
Unit: NTD thousand
Title
Name
Salary (A) (Note 1)
Pension (B) (Note 2)
Bonus and Special Allowances
(C)
(Note 3)
Employee Remuneration (D) (Note 4)
(A+B+C+D) as a % of Profit
(Note 5)
Compensation from Non-consolidated Affiliates (Note 6)
The Company
From All Consolidat ed Entities (Note 7)
The Company
From All Consolidate d Entities (Note 7)
The Company
From All Consolida ted Entities (Note 7)
The Company
From All Consolidated Entities
(Note 6)
The Company
From All Consolidat ed Entities (Note 7)
Cash
Stock
Cash
Stock
CEO &
President
Wen-Fang Huang
7,530
8,234
90
108
2,872
3,962
4,930
0
4,930
0
7.05%
7.88%
3,600
Vice President (Note 8)
Pei-Shun, Chiu
Table of Compensation Range
Compensation Range for Each President and Vice President
Names of the President and Vice Presidents
The Company
All Consolidated Entities (Note 7)
Less than NT$ 1,000,000
-
-
NT$ 1,000,000 (included)~2,000,000 (excluded)
-
-
NT$ 2,000,000 (included)~3,500,000 (excluded)
-
-
NT$ 3,500,000 (included)~5,000,000 (excluded)
-
-
NT$ 5,000,000 (included)~10,000,000 (excluded)
Pei-Shun, Chiu
Pei-Shun, Chiu
NT$ 10,000,000 (included)~15,000,000 (excluded)
Wen-Fang Huang
Wen-Fang Huang
NT$ 15,000,000 (included)~30,000,000 (excluded)
-
-
NT$ 30,000,000 (included)~50,000,000 (excluded)
-
-
NT$50,000,000 (included)~100,000,000 (excluded)
-
-
NT$100,000,000 and above
-
-
Total
2
2
Note 1: Refer to compensation paid to President and Vice Presidents in 2024, including base compensations, allowances and severance pays. Note 2: The amount of provisions and payments comply with regulations in 2024.
Note 3: Refer to President and Vice Presidents' allowances in 2024 (including provisions of base compensation, travel fees, special allowances, various allowances, accommodations, or company cars and other physical items for serving as representatives of institutional directors or supervisors designated by the Company on behalf of its subsidiaries).
Note 4: Employee remuneration in 2024, according to the Company's board of directors approved the proposed distribution of employee remuneration amount on February 27, 2025.
Note 5: Profit refers to the profit for the year in the 2024 parent company only financial statements of Alpha Networks Inc.
Note 6: Refers to the remuneration, remuneration (including the remuneration of employees, directors and supervisors) and business execution expenses received by the general manager and deputy general managers as directors, supervisors or managers of the subsidiary's foreign investment business or the parent company in 2024 and other related remuneration.
Note 7: All companies included in the consolidated statements include the Company.
Employees' Profit Sharing Paid to Managers:
Unit: NTD thousand
Title
Name (Note1)
Stock (Note 2)
Cash (Note 2)
Total
Total as a % of Profits (Note 3)
CEO and President
Wen-Fang Huang
-
8,860
8,860
4.05%
Vice President (Note 4)
Pei-Shun, Chiu
Associate Vice President
Cai-Fen, Chen
Associate Vice President
Zheng-He, Huang
Associate Vice President (Note 5)
Ming-Lin, Chien
Associate Vice President (Note 6)
Wen-Jiunn Tsai
Associate Vice President
(Note 7)
Sheng-Tien, Hsu
Senior Director Head of Finance &
Accounting Center
Shao-Ling Chen
Note 1: Current Company managers as of the end of 2024. Note 2: It is employee compensation in 2024.
Note 3: Refers to the net profit after tax in the 2024 standalone financial report.
Note 4: Mr. Pei-Shun, Chiu was promoted to the position of vice president of the Company on March 1, 2024.
Note 5: Mr. Ming-Lin, Chien was promoted to the position of associate vice president of the Company on March 1, 2024. Note 6: Mr. Wen-Jiunn Tsai was promoted to the position of associate vice president of the Company on May 3, 2024.
Note 7: Mr. Sheng-Tien, Hsu was promoted to the position of associate vice president of the Company on March 1, 2025.
Compare and Analyze the Total Compensation Paid to Directors, Supervisors, President and Vice Presidents of the Company as a Percentage of Profits Stated in the Parent Company Only Financial Statements or Individual Financial Statements in the Most Recent Two Years. Describe the Compensation Policies, Standards, Packages of Compensation, the Procedures for Determining Compensation and the Linkage to Business Performance and Future Risk Exposure:
The Total compensation Paid to Directors, Supervisors, President and Vice Presidents of the Company as a Percentage of Profits Stated in the Parent Company Only Financial Statements or Individual Financial Statements Analysis
Unit: NTD thousand
2024
2023
Net income after taxes on the Company's Parent Company Only Financial Statements
218,627
547,920
Ratio of compensation for Directors paid by the Company
6.96%
3.28%
Ratio of compensation for Directors paid by all companies listed in the Consolidated Financial
Statements
8.85%
3.90%
Ratio of compensation for Managers such as Vice President or above paid by the Company
7.05%
2.53%
Ratio of compensation for Managers such as Vice President or above paid by all companies
listed in the Consolidated Financial Statements
7.38%
2.53%
Compensation policies, standards and combinations, procedures for determining compensation, and their relevance to business performance and future risks. In order to regularly evaluate the remuneration of directors and managers, the evaluation results of the Company's "Measures for Performance Evaluation of the Board of Directors" and the "Measures for Performance Management" applicable to managers and employees are used as the basis respectively.
The remuneration of the directors of the Company is paid by the board of directors in accordance with the authorization of the Company's articles of incorporation, according to the director's participation in the Company's operation and contribution and with reference to the "remuneration rules for directors and functional committee members" stipulated by domestic and foreign industry standards. The procedures for determining compensation are handled in accordance with article 30 of the Company's articles of incorporation. If there is a profit in the year, no more than 1% of the profit shall be appropriated as directors' compensation. The Company regularly evaluates the remuneration of directors in accordance with the "Measures for the Performance Evaluation of the Board of Directors" and the relevant performance evaluation and the reasonableness of the remuneration are reviewed by the Remuneration Committee and the Board of Directors.
The Company's manager's remuneration, according to the relevant regulations on remuneration (salary) management, handles various work allowances and bonuses to sympathize with and reward employees for their hard work. Relevant bonuses also depend on the Company's annual operating performance, financial status, operating status and personal work performance appraisal. According to Article 30 of the Articles of Incorporation of the Company, more than 10% to 22.5% shall be allocated as employee compensation (including managers) if the Company makes a profit in the current year. The results of the performance appraisal carried out by the Company in accordance with the "Performance Management Measures" are used as the reference basis for issuing managers' bonuses. Managers' performance appraisal items are divided into 1. Financial indicators: According to the Company's management profit and loss statement, the contribution of each business group to the Company's profit is allocated and the target achievement rate of the manager is considered. 2. Non-Financial indicators: The practice of the Company's core values, the ability of operation and management and the participation in sustainable operations, etc., calculate the remuneration for its business performance and review the remuneration system at any time according to the actual operating conditions and relevant laws and regulations.
Implementation of Corporate Governance
Being committed to creating profits for our Shareholders and contributing to the society has always been the basic belief of Qisda. The Company supports and promotes the transparency of operation and the fairness of information transmission, which would allow the Shareholders, customers and stakeholders of the Company may have a unified channel to immediately obtain the business and financial related information of the Company.
The Board of Directors of the Company takes the interests of the Company and its all Shareholders as the top priority when conducting business assessment and major resolutions. The CPAs and Independent Directors also act as roles of supervision and take a cautious attitude to examine the business implementation by the Company and the Board.
Based on relevant regulations, the Company has set up positions of Independent Directors, the Audit Committee and Remuneration Committee to maintain a more robust decision-making and execution organization to continuously improve the Company's operational efficiency and implement corporate governance with practical actions.
(I) Operations of the Board of Directors:
The board of directors convened 5 (A) regular meetings in 2024 with the following attendance status:
Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate in Person (%) (B/A) (Note 1&2) | Remarks |
Chairperson | Qisda Corporation Representative: Wen-Fang, Huang | 5 | 0 | 100% | - |
Vice Chairperson | Qisda Corporation Representative: Chi-Hong, Chen | 5 | 0 | 100% | - |
Director | Qisda Corporation Representative: Han-Zhou Huang | 5 | 0 | 100% | - |
Director | Qisda Corporation Representative: Chiu-Chin Hung | 5 | 0 | 100% | - |
Independent Director | Shu-Hsing Li | 5 | 0 | 100% | - |
Independent Director | Ming-Der, Hsieh | 5 | 0 | 100% | - |
Independent Director | Cheng-Jung Chiang | 5 | 0 | 100% | - |
Independent Director | Zhong-Rui Chen | 5 | 0 | 100% | - |
Note1: If a director resigns before the end of the year, the date of resignation should be indicated in the remarks column. The actual attendance (%) rate shall be calculated based on the number of board meetings and the actual number of attendances (%) during his tenure.
Note2: If there is a re-election of directors before the end of the year, both new and old directors should be filled in, and the remark should indicate whether the director is old, new or re-elected and the date of re-election. The actual attendance (%) rate (%) is calculated based on the number of board meetings and the actual number of meetings attended (in attendance) during the company's tenure.
Other items shall be recorded:
When one of the following matters occurs during the operation of the board of directors, the dates, terms, contents of proposals of the meetings, the opinions of all independent directors and the responses of the Company shall be clearly described:
Items listed in Article 14-3 of the Securities and Exchange Act: The Company has established an audit committee and the provisions of Article 14-3 of the Securities and Exchange Act are not applicable. For relevant information, please refer to the "Operation of the Audit Committee" in this annual report.
In addition to the aforementioned matters, any other resolutions made by the board of directors where an independent director expressed a dissenting or qualified with records stated in writing: None.
When directors abstain themselves from being a stakeholder in certain proposals, the name of the directors, the contents of the proposal, reasons for abstentions and the results of voting counts shall be stated:
Date | Name | Proposals | Reasons for Avoid Conflicts of Interest | Participation in Voting |
February 27, 2024 | Representative of Qisda Corporation: Chi-Hong Chen, and Chiu-Chin Hung Independent Director: Cheng-Jung Chiang and Ming-Der, Hsieh | The BOD approved to Release the Newly Elected Directors and Their Representatives from Non-competition Restrictions | For a director who has been released from non-competition restrictions, he/she shall recuse himself/herself from the meeting in accordance with Article 15 of the Rules of Procedure of the Board of Directors of the Company. | Do not participate in discussion and voting |
Representative of Qisda Corporation: Wen-Fang Huang | The BOD approved employee remuneration distribution of senior managers in 2023 | Serve as manager of the Company | Do not participate in discussion and voting | |
Representative of Qisda Corporation: Wen-Fang Huang | The BOD approved to salary index of senior managers in 2024 | Serve as manager of the Company | Do not participate in discussion and voting | |
Representative of Qisda Corporation: Wen-Fang Huang | The BOD approved bonus and adjustment salary policy of senior managers in 2024 | Serve as manager of the Company | Do not participate in discussion and voting |
