Stock Code: 6168
HARVATEK
Annual report query website:: https://http://mops.twse.com.tw Corporate Website: https://www.harvatek.com
Harvatek Corporation
2024Annual Report
Notice to readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Printed on May 23, 2025
-
Spokesperson & Deputy Spokesperson:
Spokesperson Deputy Spokesperson
Name:Yu Hui Su Name:Chia Tzu Li
Title:Finance Dept. Deputy Director Title:Administration Dept. Manager Tel:886-3-5399889 #1200 Tel:886-3-5399889 #1809
E-mail:evasu@harvatek.com.tw E-mail:cindy@harvatek.com.tw
-
Headquarters, Branches and Plant:
Headquarters
Address:No.18, Lane 522, Sec.5, Chung Hwa Road, Hsinchu City, Taiwan (R.O.C.) Hsinchu Science Park Branch
Address:1F, No.7, Chuangxin 1st Rd., Baoshan Township, Hsinchu County, Taiwan (R.O.C.) Tel:886-3-5399889
Common Share Transfer Agent and Registrar:
Company::Horizon Securities Co., LTD.
Address:3F., No. 236, Sec. 4, Xinyi Rd., Xinyi Dist., Taipei City 110, Taiwan (R.O.C.) Tel:886-2-23268818
Website:https://www.honsec.com.tw
-
Auditors
Deloitte & Touche
Auditors:Fang Su-lie、Zhang Ya-Yun
Address:20F, Taipei Nan Shan Plaza No. 100, Songren Rd., Xinyi Dist., Taipei 110, Taiwan Tel:886-2-27259988
Website:https://http://www. deloitte.com.tw
- Overseas Securities Exchange:None
-
Corporate Website:https://http://www.harvatek.com
Contents
Page
Letter to Shareholders 1
-
Corporate Governance Report
Background Information on Directors, Supervisors, General Managers, Vice General, Managers, Assistant Managers and Heads of Various Departments and
Branches……………………………………………………………………………………………..………. 4
Remunerations paid to directors, supervisors, general managers and vice general managers in
recent years………………………………………………………………………………………………….. 14
Status of Corporate Governance………………………………………………………………………... 16
Public Expenditure on CPAs……………………………………………………………………..……... 52
Information on Replacement of Accountants 53
Disclosure of Name, Position and Duration of Service at Firms or Their Associated Enterprises within the Past Year of Chairman, General Manager, and Managers in Charge
of Financial or Accounting Affairs 53
Transfer of Stock Options and Changes in Equity Pledge of Directors, Supervisors,
Managers and Shareholders Holding More Than 10% of Shares in the Latest Year and as
of the Date of Printing of the Annual Report………………………………………………………... 53
Information of Relationship among Top 10 Shareholders Who Are Related, Spouses, or Relatives within the Second Degree of Kinship……………… ……………………………………. 54
Shares Held by the Company, Directors, Supervisors, Managers of the Company and Businesses Controlled Directly or Indirectly by the Company of the Same Reinvestment
Business and the Consolidated Calculation of the Comprehensive Shareholding Ratio..... 55
-
Fundraising
Capital and Shares........................................................................................................................................ 56
Corporate Bonds, Special Stock, Special Shares, Global Depositary Receipts, Employee Stock Option Certificates, Restricted Employee Shares and M&A and Implementation of Capital
Utilization Plan.......................................................................................................... ...................................... 58
-
Operational Status
Business Activities.………………………………………………………………………………….……. 59
Overview of Marketing and Production/Distribution………………………………..…………….. 67
Information of Employees 70
Information on Environmental Protection Expenditure…………………………………………… 71
Employer-employee Relations…………………………………………………………...……………... 72
Information Security Management Strategy and Framework…………………..……………….. 75
Important Contract 79
-
Financial Status
Financial Status …………………………………………………………………………………………… 80
Financial Performance …………………………………………………………………………………… 81
Cash Flow…………………………………………………………………………………………………… 81
Impact of major capital expenditures in recent years on financial operations………………... 82
Recent investment policy, the main reasons for profit or loss and its improvement plan
and investment plan for the next year………………………………………………………………… 82
Analysis and assessment of risk issues……………………………………………………………… 82
Other important matters…………………………………………………………………………………. 83
-
Special Notes
Information of associated enterprises…………………………………………………………………. 84
Organization of the Latest Private Placement Securities as of the Date of Printing of the
Annual Report…………………………………….…….…….…….…….………………………………... 88
Other matters requiring supplementary information……………………………………..…….. 88
- Disclosures of Events Which May Have a Significant Influence on Stockholders' Equity or
88
Share Price.-
Letter to Shareholders
Dear Shareholders:
According to a report by TrendForce, although global macroeconomic conditions continue to influence the development of the LED market, the sustained advancement of innovative technologies and applications such as automotive LEDs, virtual reality, and ultra-fine pitch displays, along with stable demand from developing countries, provide strong support to the supply chain. Furthermore, the competitive dynamics between Chip-on-Board (COB) and Miniaturized Integrated Package (MIP) technologies are accelerating the business model transformation towards modular products. In 2025, due to the impact of increased tariffs imposed by the United States, rising corporate costs have led to higher product prices, which in turn suppressed global consumer demand. Nevertheless, sectors such as Micro/Mini LEDs, automotive LEDs, agricultural lighting, and UV/IR LED markets continued to grow. Overall, the LED market output value for the year is expected to show a slight increase compared to the previous year.
The All-in-One LED Display is a standardized product integrated with a controller and is mainly used in business meetings, educational spaces, events, retail displays, auditoriums, control rooms, esports venues, and even home theaters. In addition to the Chinese market, demand in Europe, the U.S., and other Asian regions is also on the rise. Moreover, the current optoelectronic industry is focusing on automotive and sensing applications. The automotive LED market includes headlights, taillights, ambient lighting, and Micro/Mini LED displays. Infrared sensing covers applications in consumer electronics, security surveillance, industrial production, automotive sensing, and emerging robotics technology. TrendForce projects that by 2029, the automotive LED market size will reach USD 5 billion, and the infrared sensing market will reach USD 3 billion. The compound annual growth rates (CAGR) from 2024 to 2029 are estimated at 8% and 10%, respectively.
Our company continues to enhance its manufacturing capabilities and can meet customer requirements in terms of product quality and delivery time. In addition to promoting products for consumer applications, fine-pitch displays, and IR LEDs, we are actively expanding into new application markets with higher gross margins, such as wearables, smart home appliances, and the automotive sector. We have also invested in the production and sales of Mini LEDs and RGB+IC products, and officially launched our All-in-One LED Display to directly meet the demands for high-end displays using our superior COB and MIP technologies. In 2024, the company's operating revenue declined by 3.57% compared to the previous year, and it recorded a net loss after tax of NT$20.154 million. The operational overview for 2024 and the business plan for 2025 are summarized as follows:
1、2024 Business Report
Implementation of Business Plan
Total net operating revenue for 2024 amounted to NT$1,960,579 million, a decline of 3.57% compared to the previous year. Gross profit margin decreased from 26.38% to 25.41%, while the operating expense ratio increased from 24.26% to 29.11%. Operating
income turned from a profit of NT$43.004 million to a loss of NT$72.526 million. Net non-operating income totaled NT$54.217 million, resulting in a net loss after tax of NT$20.154 million. Net income attributable to owners of the parent company was NT$5.860 million, and earnings per share (EPS) after tax stood at NT$0.03.
Budget Implementation Status
The company did not publicly release financial forecasts for 2024. The actual capital expenditures and general expenses showed minimal variance from internal budget plans.
Analysis of Financial Position and Profitability
In 2024, consolidated net cash inflow from operating activities for the company and its subsidiaries amounted to NT$96.737 million. After considering net cash inflow/outflow from investing and financing activities and the impact of exchange rate fluctuations, cash and cash equivalents decreased by NT$233.202 million. Ending cash and cash equivalents totaled NT$573.197 million. Compared to the previous year, profitability slightly declined.
The financial ratios are as follows:
2023
2024
Return on total assets (%)
2.31
(0.44)
Return on stockholders' equity (%)
2.76
(0.63)
Pre-tax income to paid-in capital (%)
5.37
(0.89)
Profit ratio (%)
4.51
(1.03)
Earnings per share (NT$)
0.52
0.03
R&D Developments
In addition to ongoing R&D for consumer, display, and IR LED products, we continued development of Mini LED, CSP, RGB+IC, and VCSEL products during the year. Our focus remains on enhancing luminous efficiency, brightness, and manufacturing process capabilities, as well as reducing material costs. Additionally, the company ventured into the semiconductor field by applying LED packaging technologies to IC packaging to expand new business opportunities.
2、Summary of the 2025 Business Plan
The global economy in 2025 still faces considerable uncertainty. Nevertheless, it is expected that the expanding LED application market and advancements in packaging technology will drive demand growth. Consequently, we anticipate modest growth in the LED market value for 2025. The company also expects its sales volume to grow year-on-year. We will continue to
focus on improving manufacturing processes, reducing product costs, enhancing equipment efficiency, and improving product yield to meet market needs. Externally, we aim to build stable partnerships and expand our outsourcing mechanisms to become a key strategic partner in the supply chain. Internally, we will optimize our product portfolio, increase factory utilization rates, and improve product gross margins to create greater returns for our shareholders.
Future Company Development Strategies
Given the intense competition in the LED market and the erosion of manufacturers' profits due to low-price products, our company is not only committed to reducing production costs, improving product quality, and shortening customer delivery times, but also actively collaborates with clients to co-develop new products and explore emerging application markets. We aim to become an indispensable strategic partner to our customers and seize first-mover advantages in high-margin niche products, thereby breaking the vicious cycle of price wars and maximizing company profitability.
Impact of External Competition, Regulatory Environment, and Macroeconomic Conditions With the Trump administration's frequent adjustments to tariff policies and emphasis on
domestic manufacturing and protectionism, global trade tensions have escalated, impacting international economic order and supply chain stability. Moreover, widening differences in recovery progress among major economies have intensified monetary policy divergence among central banks, further increasing volatility in global financial markets. Our company will continue to strengthen risk management and internal operations while promoting intelligent manufacturing, accelerating process and operational improvements, and enhancing our adaptability to external changes. This will enable the company to maintain sustainable development even in today's turbulent and uncertain environment.
Finally, on behalf of the management team of the Company, I would like to express our sincere gratitude to all shareholders for their support and care.
Sincerely,
Good health and prosperity.
HARVATEK CORPORATION
Chairman Wang, Ping-Lung
- Corporate Governance Report
Background Information on Directors, Supervisors, General Managers, Vice General, Managers, Assistant Managers and Heads of Various Departments and Branches
Directors
Information about directors
April 27, 2025 Unit: Shares %
Title
National ity
Name
Gende
/Ager
Date Elected
Term (Year)
Date First Elected
Shareholding When Elected
Current Shareholding
Spouse & Minor Shareholding
Shareholding by Nominee Arrangement
Experience & Education
Current Positions at HARVATEK and Other Companies
Managers, directors or supervisors who are spouses or relatives within the second degree of
kinship
Remark
Shares
%
Shares
%
Shares
%
Shares
%
Title
Name
Relationship
Chairman
R.O.C.
Wang, Ping-Lung
Male 61-70
2024.06.25
3
1995.03.03
13,680,237
6.63
13,680,237
6.63
4,895,995
2.37
-
-
Department of Shipping Technology, National Chiao Tung University
Junior Officer of Wah Kwong Shipping Company Manager of UMC
Factory Director of Unimicron
The Fourth Chairman of Taiwan Optoelectronic Semiconductor Industry Association
Chairmanr&President of Harvatek Corporation Chairmanr of Youngtek Electronics Corp Chairmanr of Honor Light Ltd
Chairmanr of Harvatek International (USA) Corp. Chairmanr of Harvatek (HK) Limited
Chairmanr of Qunxin Venture Capital Co., Ltd.
Director of Consentek Corporation
-
-
-
Notes 1
Director
R.O.C.
Hsun Chieh
Investment Co., Ltd.
-
2024.06.25
3
2000.06.07
28,023,066
13.59
28,023,066
13.59
-
-
-
-
-
-
-
-
-
-
Director
R.O.C.
Hsun Chieh Investment Co., Ltd Representative: Tsai, Guo-Tsang
Male 41-50
2024.06.25
3
2018.08.16
-
-
-
-
-
-
-
-
Institute of Economics, National Taiwan University Manager of Investment Department of Mercuries Life Insurance
Researcher, Research Department of Industrial Bank of
Taiwan
Vice President of Swiftness Investment Co., Ltd.
-
-
-
-
Director
R.O.C.
Li-Chi Investment
Co., Ltd.
-
2024.06.25
3
2009.06.10
3,506,491
1.70
3,506,491
1.70
-
-
-
-
-
-
-
-
-
-
Director
R.O.C.
Li-Chi Investment Co., Ltd.
Representative: Wu, Ying-Chih
Male 61-70
2024.06.25
3
2012.06.18
-
-
-
-
24,482
0.01
-
-
Department of Physics, National Changhua University of Education.
Vice President of UMC
Consultant of HARVATEK CORPORATION Director of Society of Manufacturing Engineers, SME
Honorary Chairman of Association of Quality Manager, AQM
Director of Professional Management Association of Hsinchu
Director of Hsinchu Science Management Association
Member of the Accreditation Council of the Institute of Engineering Education Taiwan Chairman of the Management Quality Committee
of the Chinese Society for Quality
-
-
-
-
Counselor for the Small Business Manpower Improvement Program of the Workforce Development Agency, Ministry of Labor Member of the the Taiwan-made Product MIT Smile logo Certification Review Committee
Independent Director of Forcecon.
Independent Director
R.O.C.
Wu, Kuang-Yi
Male 61-70
2024.06.25
3
2018.06.21
-
-
-
-
-
-
-
-
Department of Electronic Engineering, National Chiao Tung University
President of Acer Computer America Partner of InveStar Capital
Chairman of Hua nan FINANCIAL Management Consulting
Chairman of SPRING Foundation of NCTU
Chairman of SYU HUA Management Consulting Co., Ltd.
Director of Novatek Technology Co., Ltd. Director of YODN Lighting Co., Ltd.
Director of Antec Technology Co., Ltd. Independent Director of Gigastone Co., Ltd. Independent Director of Apacer Technology Co.,
Chairman of Cruise10 Co.,Ltd
-
-
-
-
Independent Director
R.O.C.
Liao, Ming-Cheng
Male 61-70
2024.06.25
3
2018.06.21
-
-
-
-
-
-
-
-
Department of Business Administration, Fu Jen Catholic University.
General Manager of Focaltech Electronics Co., Ltd. Director of Finance and Accounting Department of SUNPLUS TECHNOLOGY CO., LTD.
General Manager of Orise Technology Co., Ltd.
Chairman of Xiamen Xm-Plus Technology Ltd.
-
-
-
-
Independent Director
R.O.C.
Chen, Chi-Kai
Male 61-70
2024.6.25
3
2024.6.25
-
-
-
-
-
-
-
-
Department of Atmospheric Physics, National Central University
-
-
-
-
Independent Director
R.O.C.
Li, Pei-Ying
Feale 51-60
2024.6.25
3
2024.6.25
-
-
-
-
-
-
-
-
Master of Science and Technology Law, National Yang Ming Chiao Tung University
Master of Business Administration (MBA) from University of California, Riverside
Independent Director of Holtek Semiconductor Chengyuan Business Law Firm Hsinchu Branch Chief Attorney
Chief Accountant of Patty Li CPA Firm Chairman of Insight Consulting Corporation
-
-
-
-
NOTES1:The Chairman of the Company concurrently serves as the President in order to enhance management efficiency and decision-making effectiveness. However, to strengthen the independence of the Board of Directors, the Company has proactively been cultivating suitable candidates to assume the role of President. Additionally, the Chairman maintains close and regular communication with all directors to keep them informed of the Company's operational status and strategic plans, thereby ensuring sound corporate governance. Moving forward, the Company also plans to enhance the Board's functionality and supervisory capability by increasing the number of independent directors. The Company has already implemented the following specific measures:
Strengthening the Composition and Supervisory Function of the Board of Directors
The Board currently consists of seven members, including four independent directors, representing 57.14% of the Board. This demonstrates the Company's high level of independent oversight. All independent directors possess professional backgrounds and industry experience, enabling them to provide effective advice and supervision over management operations.
Enhancing Board Functionality
The Chairman maintains close communication and transparency with all directors, particularly the independent directors, on a regular basis. Board meetings are held periodically to ensure that all major operational decisions are subject to appropriate discussion and oversight.
Ongoing Enhancement of Corporate Governance Mechanisms
The Company continues to strengthen the effectiveness of its functional committees, including the Audit and Risk Management Committee and the Remuneration Committee, to further implement robust corporate governance practices.
Major Shareholder of the institutional shareholder
April 27, 2025
Name of Institutional Shareholders
Major Shareholders
Hsun Chieh Investment Co., Ltd
Hsieh Yong Capital Co., Ltd. (63.51%) 、UMC (36.49%)
Li-Chi Investment Co., Ltd.
Wang, Ping-Lung (90%)、Wang Yu (10%)
Major shareholders of the major shareholders that are juridical persons
April 27, 2025
Name of Institutional Shareholders
Major Shareholders
Hsieh Yong Capital Co., Ltd.
Unimicron Technology Corp. (16.67%); Novatek Microelectronics Corp. (15.15%); Yanyuan Investment Company (28.86%); Faraday Technology Corporation
(12.12%); King Yuan Electronics Co., Ltd. (7.58%)
UMC
American JPMorgan Chase escrows the special account of UMC's overseas depositary receipts (4.85%); Hsun Chieh Investment (3.52%); CAPITAL TIP CUSTOMIZED TAIWAN SELECT HIGH DIVIDEND EXCHANGE TRADED FUND (2.48%);SiS Technology Co., Ltd. (2.13%);
Taiwan Life Insurance Co., Ltd. (1.76%) ;Yanyuan Investment Company (1.54%); New Labor Pension Fund (1.52%); China Life Insurance Co., Ltd. (1.47%), Citibank Taiwan Custody for Singapore Government Investment Corporation Account (1.20%), Yuanta/P-shares Taiwan
Dividend Plus ETFt (1.15%),
Disclosure of Director Professional Qualifications and Independent Director Independence Information
Criteria/Name
Professional qualifications and experience
Independence situation
Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent
Director
Chairman
Wang, Ping-Lung
Graduated from the Department of Marine Technology of National Chiao Tung University, he is the founder of our company. He has worked as the manager of the manufacturing department of UMC, the director of Xinxing Electronics, and the chairman of the Taiwan Optoelectronics Semiconductor Industry Association. He is currently the chairman and general manager of our company and the chairman of Jiuyuan Electronics. He has a thorough understanding of the development of the optoelectronics and semiconductor industries in which the company is currently located, and has professional qualifications and experience in leadership decision-making, business management, operational judgment,
business, and operations.
The chairman also serves as the general manager of the company and concurrently holds the position of chairman of a related company (a wholly-owned subsidiary). Additionally, the chairman is among the top ten individual shareholders of the company but is not an independent director. However, the chairman meets the independence criteria outlined in Article 3, Paragraph 1 of the "Regulations Governing the Appointment and Compliance Matters of Independent Directors of Public Companies" issued by the Financial Supervisory Commission.
0
Hsun Chieh Investment Co., Ltd.
Representative: Tsai, Guo-Tsang
He graduated from the Graduate School of Economics at National Taiwan University and has worked as a manager in the investment department of Sanshang Meiban and a researcher in the research department of Industrial Bank of Taiwan. He is currently the deputy general manager of Swift Investment Co., Ltd. and is good at investment research and analysis. Have more than five years
of work experience required by the company's business
The directors act as the representatives of the company's legal board members and are not independent directors. However, they meet the independence criteria outlined in Article 3, Paragraph 1 of the "Regulations Governing the Appointment and Compliance Matters of Independent Directors of Public Companies" issued by the Financial Supervisory Commission.
0
Li-Chi Investment Co., Ltd. Representative:
Wu, Ying-Chih
Graduated from the Department of Physics of Changhua Normal University, he has more than five years of work experience required for corporate business. He has served as a senior executive at UMC and is good at factory management and operational strategy planning.
The directors act as the representatives of the company's legal board members and are not independent directors. However, they meet the independence criteria outlined in Article 3, Paragraph 1 of the "Regulations Governing the Appointment and Compliance Matters of Independent Directors of Public Companies" issued by the Financial Supervisory
Commission.
1
Independent Director Wu, Kuang-Yi
With more than five years of work experience required for corporate business, he has served as the president of Acer Computer USA and the chairman of the financial management consulting company and strengths in
formulating and executing operational and investment strategies for the computer and panel industries and related sectors
All four independent directors listed on the left have met the qualification requirements set forth in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" issued by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act, both within the two years prior to their appointment and during their tenure. Furthermore, in accordance with Article 14-3 of the Securities and Exchange Act, all independent directors have been granted sufficient authority to participate in decision-making and to express their opinions independently, thereby enabling them to effectively exercise their duties.
2
Independent Director Liao, Ming-Cheng
With more than five years of work experience required by the company's business, he used to be the chief financial officer of a semiconductor company and has expertise in the field of financial accounting.
0
Independent Director Chen, Chi-Kai
Graduated from the Department of Atmospheric Physics of National Central University, he has more than five years of work experience required for corporate business. He was the general manager of a semiconductor company. He is good at decision-making, management and business development, and has rich experience in business development and management. He can effectively lead
enterprises to improve business performance and market competitiveness.
0
Independent Director Li, Pei-Ying
She holds a master's degree from the Institute of Science, Technology and Law at National Chiao Tung University and an MBA from the University of California, Riverside. She has worked in semiconductor companies, holding important positions such as CFO, deputy general manager, spokesperson and director. She has also served as deputy manager of the audit and tax departments of accounting firms. She has rich industry practical experience
and professional finance and taxation background.
1
She is currently the chief attorney of Chengyuan Business Law Firm's Hsinchu branch, the chief accountant of Patty Li CPA Firm, and the chairman of Insight Consulting Corporation. She is also qualified as a professional lecturer for courses related to corporate governance and ESG sustainable development.
Her expertise covers areas such as decision-making, business management, business and financial analysis, and tax regulations. She possesses integrated professional capabilities across law, accounting, and business management, and can effectively assist companies in implementing governance
mechanisms and improving sustainable business performance.
Notes: All directors of our company have been examined, and none of them are currently involved in any of the situations specified in Article 30 of the Company Act.
Board of Directors Independence:
The Company has established a director nomination system to ensure that the selection
procedures for all directors are open and fair. These procedures comply with the Company's Articles of Incorporation, Rules for Election of Directors, Corporate Governance Principles, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and Article 14-2 of the Securities and Exchange Act. The current composition of the Board of Directors is as follows: four independent directors (57.14%) and three non-independent directors (42.86%), of which two directors (28.57%) are employee representatives. Female directors account for 14.29% of the Board. None of the directors are related to one another by marriage or within the second degree of kinship, in accordance with Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. The Board of
Directors is responsible for guiding the Company's strategic direction, supervising the management team, and being accountable to the Company and its shareholders. In all matters related to corporate governance practices, the Board exercises its powers in accordance with applicable laws, the Articles of Incorporation, and resolutions of the Shareholders' Meeting. The Board emphasizes independent operations and transparency. Both directors and independent directors act independently in performing their duties. The four independent directors, in accordance with relevant laws and with the support of the Audit and Risk Committee, oversee risk control measures for existing and potential company risks, ensure the effective implementation of internal controls, supervise the appointment or dismissal and independence of the certified public accountant (CPA), and ensure the proper preparation of financial statements. According to the Company's Rules for Election of Directors, directors and independent directors are elected using a cumulative voting system and a nomination system. The Company encourages shareholder participation; shareholders holding a certain proportion of shares may nominate director candidates. The qualification review of candidates and confirmation of compliance with Article 30 of the Company Act are carried out in accordance with legal procedures and publicly announced to safeguard shareholder rights. These measures are designed to prevent monopolization or excessive abuse of the nomination right, thereby maintaining the independence of the Board. The Company has established a Board performance evaluation system, which includes an annual self-assessment of the Board as a whole and self-assessments by individual directors. The Board evaluation covers the following five dimensions: (1)Participation in the Company's operations(2)Quality of decision-making by the Board(3)Composition and structure of the Board(4)Director appointment and continuing education(5)Internal controls ; The self-evaluation for individual Board members covers six dimensions: (1)Understanding of the Company's goals and missions(2)Awareness of director responsibilities(3)Participation in Company operations(4)Internal relationship management and communication(5)Professionalism and continuing education(6)Internal controls.
The results of these evaluations are reported to the Board and disclosed in the Company's annual report and on the official website.
Additionally, in order to ensure transparency of the Board's operations to the investing public, the Company has disclosed the following information in its annual report, on our website, and on the Market Observation Post System (MOPS): (1)Attendance of Board members at meetings(2)Board meeting agendas and resolutions(3)Directors' continuing education activities(4)Changes in directors' shareholdings, including shareholding ratios, transfers, and pledges.
Board Diversity:
Our company's "Corporate Governance Guidelines" Article 20 establishes a policy for board member diversity. Without restricting gender, race, or nationality, and recognizing the knowledge, skills, and qualifications necessary to perform their duties, the board as a whole should possess the following abilities to achieve the ideal goals of corporate governance:
1. Operational judgment ability; 2. Accounting and financial analysis ability;3. Business management ability;4. Crisis management ability;5. Industry knowledge;6. International market perspective.7. Leadership ability;8. Decision-making ability.
To strengthen corporate governance and promote the sound development of board composition and structure, our company's "Corporate Governance Best Practices" Article 20, Paragraph 3, establishes that the composition of the board of directors should consider diversity. Except for directors concurrently serving as company executives, the number of such directors should not exceed one-third of the total board seats. Additionally, appropriate diversity policies should be formulated based on the company's own operations, business models, and development needs, including but not limited to the following two major aspects:
Basic criteria and values: Gender, age, nationality, and culture.
Professional knowledge and skills: Professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
The specific management goals and achievements of our company's diversity policy are as follows:
Management Goals
Achievement status
The number of independent directors exceeds one third of the number of directors
Achieve
The number of directors who also serve as managers of the company does not exceed one-third of the number of directors
Achieve
The term of independent directors has not exceeded 3 terms
Achieve
Adequate and diverse professional knowledge and skills
Achieve
The current board member diversity policy of the Company and its implementation are as follows:
Diversity
Core
Program
Name
Basic component
Industry experience
Professional ability
Nationality
Gender
Also an employee of the company
Age
Length of tenure of independent directors
Bank
Secu rities
Insuranc e
Asset Managemen t
Accou nting
Law
Information Technology
Risk Management
41-
50
51-
60
61-
70
71+
3ys less
3ys-9ys
9ys
+
Wang, Ping-Lung
R.O.C
M
V
V
V
V
Hsun Chieh Investment Co., Ltd.
Representative: Tsai, Guo-Tsang
R.O.C
M
V
V
V
V
Li-Chi Investment Co., Ltd. Representative: Wu, Ying-Chih
R.O.C
M
V
V
V
V
Wu, Kuang-Yi
R.O.C
M
V
V
V
V
V
Liao, Ming-Cheng
R.O.C
M
V
V
V
V
V
V
Chen, Chi-Kai
R.O.C
M
V
V
V
V
Li, Pei-Ying
R.O.C
F
V
V
V
V
V
V
The Company has a total of 7 board members, including 1 female director, accounting for 14.29%. Currently, the proportion of female directors is less than one-third. The reason is that most of the members of the Company's Board of Directors are people with professional backgrounds and experience in the industry. In the past, when directors were selected based on their expertise and experience, no specific gender ratio target was set, resulting in the current number of female directors being less than one-third. In order to enhance the gender and background diversity of the Board of Directors, the Company will take gender diversity into consideration when nominating directors in the future, and will increase the number of female directors to one-third of the board seats in the 12th Board of Directors election.
Information Regarding Management Team
April 27, 2025 Unit: TWD Thousand; Thousand Shares ;%
Title
Nationality
Name
Gender
Date Effective
Shareholding
Spouse & Minor Shareholding
HARVATEK
Shareholding by Nominee Arrangement
Experience & Education
Other Position
Managers who are Spouses or Within Two Degrees of Kinship
Remark
Shares
%
Shares
%
Shares
%
Title
Name
Relationship
President
R.O.C.
Wang,Ping-Lung
Male
2013.01.01
13,680,237
6.63
4,895,995
2.37
-
-
Department of Marine Transportation Technology, National Chiao Tung University
Third Officer, Wah Kwong Marine Transportation Manager of UMC
Plant Director, Unimicron Technology Corp. 4th Chairman,Taiwan Optoelectronic Semiconductor Industry Association (TOSIA)
Chairmanr&President of Harvatek Corporation
Chairmanr of Youngtek Electronics Corp Chairmanr of Honor Light Ltd
Chairmanr of Harvatek International (USA) Corp.
Chairmanr of Harvatek (HK) Limited Chairmanr of Qunxin Venture Capital Co., Ltd.
Director of Consentek Corporation
-
-
-
NOTES 1
Senior Vice President
R.O.C.
Chuan,Feng-Hui
Male
2005.04.01
601
-
-
-
-
-
Department of Mechanical Engineering, Lunghwa University. Deputy Manager of EVERLIGHT ELECTRONICS CO., LTD
Supervisor of YoungTek Electronics Corp. Chairman of SYNTEK Co., Ltd.
Director of Sleipnir LED Co., Ltd
-
-
-
-
Vice President
R.O.C.
Chang,Tien-Chien
Male
2016.06.21
9,200
-
-
-
-
-
Master of Business Administration, University of Portland Director of Unimicron.
Vice President of Jingzhun Precision Co., Ltd.
President of Harvatek International (USA) Corp
-
-
-
-
Assistant Manager
R.O.C.
Pan, His -Ming
Male
2018.03.01
9,200
-
-
-
-
-
Material Institute Master, National Cheng Kung University PhD, Institute of Materials, NCKU
Section Manager, ELECTRONIC & OPTOELECTRONIC SYSTEM RESEARCHs, ITRI
Vice President of R&D Center, Formosa Epitaxy Incorporation
-
-
-
-
-
Financial Manager
R.O.C.
Su Yu- Hui
Female
2013.08.01
198
-
-
-
-
-
Department of Industrial Economics, Tamkang University Deputy Manager of Underwriting Department of Entrust Securities
Deputy Manager of Underwriting Department of Capital Securities Corporation
Manager of Underwriting Department of First Securities Inc. Audit Office Manager of TYNSOLAR CORPORATION
Supervisor of Sleipnir LED Co., Ltd Supervisor of Consentek Corporation Supervisor of Sleipnir LED Co., Ltd
-
-
-
-
Assistant Manager
R.O.C.
Lin,,Ming-Kuei
Male
2021.04.13
198
-
-
-
-
-
Department of Physics, Fu Jen Catholic University
Deputy Director of Quality Assurance Department of EVERLIGHT ELECTRONICS CO., LTD
-
-
-
-
Note: The Chairman of the Company concurrently serves as the President in order to enhance management efficiency and decision-making effectiveness. However, to strengthen the independence of the Board of Directors, the Company has proactively been cultivating suitable candidates to assume the role of President. Additionally, the Chairman maintains close and regular communication with all directors to keep them informed of the Company's operational status and strategic plans, thereby ensuring sound corporate governance. Moving forward, the Company also plans to enhance the Board's functionality and supervisory capability by increasing the number of independent directors. The Company has already implemented the following specific measures:
Strengthening the Composition and Supervisory Function of the Board of Directors
The Board currently consists of seven members, including four independent directors, representing 57.14% of the Board. This demonstrates the Company's high level of independent oversight. All independent directors possess professional backgrounds and industry experience, enabling them to provide effective advice and supervision over management operations.
Enhancing Board Functionality
The Chairman maintains close communication and transparency with all directors, particularly the independent directors, on a regular basis. Board meetings are held periodically to ensure that all major operational decisions are subject to appropriate discussion and oversight.
Ongoing Enhancement of Corporate Governance Mechanisms
The Company continues to strengthen the effectiveness of its functional committees, including the Audit and Risk Management Committee and the Remuneration Committee, to further implement robust corporate governance practices.
Remunerations paid to directors, supervisors, general managers and vice general managers in recent years
Remuneration Paid to Directors
December 31, 2024 Unit: TWD Thousand; Thousand Shares
Title
Name
Director Remuneration
Total Remuneration (A+B+C+D) as a% of Net Loss after tax
Compensation Earned by a Director Who is an Employee of Harvatek or of Harvatek's Consolidated Entities
Total Compensatio n (A+B+C+D+E+F+G
) as a% of Net Loss after tax
Remuneration received from investee companies outside of subsidiaries or from the parent company
Base Compensation (A)
Severance Pay and Pensions (B)
Compensation to Directors (C)
Allowances (D)
Base Compensation Bonuses, and Allowances (E)
Severance Pay and Pensions
(F)
Employees' Profits Sharing Bonus (G)
From Harvatek
All companie s within the Financial
Report
From Harvatek
All companie s
within the Financial
Report
From Harvatek
All companies within the Financial Report
From Harvatek
All companies within the Financial Report
From Harvatek
All companies within the Financial Report
From Harvatek
All companies within the Financial eport
From Harvate k
All companie s within the Financial
eport
From Harvatek
From All Consolidated Entities
From Harvate k
All companies within the Financial Report s
Cash
Stock (Fair Market Value)
Cash
Stock (Fair Market Value)
President
Wang, Ping-Lung
-
-
-
-
10
10
21
21
31
31
1,792
1,792
-
-
4
-
4
-
1,827
1,827
None.
0.53
0.53
31.18
31.18
Director
Hsun Chieh Investment Co., Ltd.
-
-
-
-
10
10
10
10
-
-
-
-
-
-
-
-
10
10
None.
0.17
0.17
0.17
0.17
Director
Hsun Chieh Investment Co., Ltd. Representative: Tsai, Guo-Tsang
-
-
-
-
-
-
21
21
21
21
-
-
-
-
-
-
-
-
21
21
None.
0.36
0.36
0.36
0.36
Director
Li-Chi Investment Co., Ltd.
-
-
-
-
10
10
-
-
10
10
-
-
-
-
-
-
-
-
10
10
None.
0.17
0.17
0.17
0.17
Director
Li-Chi Investment Co., Ltd. Representative: Wu, Ying-Chih
-
-
-
-
-
-
21
21
21
21
672
672
33
33
-
-
-
-
726
726
None.
0.36
0.36
12.39
12.39
Director
Li-Chi Investment Co., Ltd. Representative:
Chang, Yuan-Tsung.
(Dismissed on June 25, 2024)
-
-
-
-
-
-
6
6
6
6
131
131
13
13
-
-
-
-
150
150
None.
0.10
0.10
2.56
2.56
Independent Director
Wu, Kuang-Yi
170
170
-
-
10
10
51
51
231
231
-
-
-
-
-
-
-
-
231
231
None.
3.94
3.94
3.94
3.94
Independent Director
Li, Yu-Cheng
(Dismissed on June 25, 2024)
90
90
-
-
-
-
9
9
99
99
-
-
-
-
-
-
-
-
99
99
None.
1.69
1.69
1.69
1.69
Independent Director
Liao, Ming-Cheng
170
170
-
-
10
10
51
51
231
231
-
-
-
-
-
-
-
-
231
231
3.94
3.94
3.94
3.94
Independent Director
Chen, Chi-Kai
(Appointed on June 25, 2024)
80
80
-
-
10
10
18
18
108
108
-
-
-
-
-
-
-
-
108
108
1.84
1.84
1.84
1.84
Independent Director
Li, Pei-Ying
(Appointed on June 25, 2024)
80
80
-
-
10
10
18
18
108
108
-
-
-
-
-
-
-
-
108
108
None.
1.84
1.84
1.84
1.84
Please state the policies, systems, standards and structure of independent directors' remuneration, and, according to the responsibilities, risks, time invested and other factors, describe the relevance to the remuneration amount: The remuneration of independent directors of the company is based on Article 18 of the Articles of Incorporation, authorizing the board of directors to determine the extent of their participation in the company's operations and the value of their contribution to the company's operations, with reference to the standards of the industry; The remuneration is based on the results of the director's performance evaluation. After the Compensation Committee's deliberation, it was submitted to the board of directors for resolution and approval in accordance with Article 29 of the Articles of Incorporation. In addition, on December 26, 2019, the company formulated the rules for the remuneration of directors and functional committee members, stipulating that independent directors will be paid a fixed remuneration according to their responsibilities, risks, and time invested as functional committee members.
Besides those disclosed in the above table, remunerations paid to directors in the most recent year for having provided services to all companies covered in the Financial Report (such as working as a consultant who is not an employee): None
Remuneration Paid to President and Vice Presidents
December 31, 2024, Unit: TWD Thousand; Thousand Shares
Title
Name
Salary (A)
Severance Pay and Pensions (B)
Bonuses and Allowances(C)
Employees' Profit Sharing Bonus (D)
Total Compensation as a % of 2019 Net Profit (A+B+C+D)
Any remuneration outside of subsidiaries from reinvestment businesses or the parent company
From Harvatek
From All Consolida ted Entities
From Harvatek
From All Consolid ated Entities
From Harvatek
From All Consolid ated Entities
From Harvatek
From All
Consolidated Entities
From Harvatek
From All Consolidate d Entities
Cash
Stock (Fair Market Value)
Cash
Stock (Fair Market Value)
President
Wang, Ping-Lung
1,530
1,530
-
-
262
262
4
-
4
-
1,796
1,796
None
30.65
30.65
Senior Vice President
Chuang ,Feng -Hui
1,761
1,761
108
108
1,318
1,318
31
-
31
-
3,218
3,218
None
54.91
54.91
Vice President
Chang ,Tien- Chien
1,286
1,286
108
108
1,207
1,207
30
-
30
-
2,631
2,631
None
44.90
44.90
Individual compensation paid to the five highest-paid managerial officers:
The company does not have the following circumstances, so there is no need to disclose this information.
A company that has posted after-tax deficits in the parent company only financial reports or individual financial reports within the three most recent fiscal years.
A company is ranked in the lowest tier in the corporate governance evaluation for the most recent fiscal year, or in the most recent fiscal year or up to the date of publication of the annual report for that year, the company's securities have been placed under an altered trading method, suspended from trading, delisted from the TWSE or the TPEx, or the Corporate Governance Evaluation Committee has resolved that the company shall be excluded from evaluation.
The comparison analysis of the ratio of remuneration paid from the Company and from all consolidated entities in the most recent two (2) years to the Company's directors, general managers and deputy general managers to net income in the individual financial statement, and the illustration of remuneration policy, standards and packages, procedures of setting remuneration, and the linkage to operating performance and future risk exposure.
Comparison of Remuneration for Directors, Supervisors, President, and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, President, and Vice Presidents.
The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, President and Vice Presidents of the Company, to the net loss & Profit.
From HARVATE K
From All Consolidated Entities
2023
2024
2023
2024
Lump sum
Proportion to net profit after tax (%)
Lump sum
Proportion to net profit after tax (%)
Lump sum
Proportion to net profit after tax (%)
Lump sum
Proportion to net profit after tax (%)
Directors
2,056
1.92
876
14.95
2,056
1.92
876
14.95
President and Vice President
10,047
9.38
7,645
130.46
10,047
9.38
7,645
130.46
Net profit after tax
107,089
5,860
107,089
5,860
The decrease in directors' remuneration in 2024 is due to the decrease in net profit after tax in 2024.
The reduction in remuneration for the general manager and deputy general manager in 2024 is due to the reduction in net profit after tax in 2024.
2.2.3.2 Policies, standards and combinations of remuneration payments, procedures for determining remuneration, and their relationship to business performance and future risks:
Director (including independent directors) remuneration distribution policy:
According to the company's articles of association, director remuneration is authorized by the board of directors based on their level of involvement and contribution to the company's operations, taking into account industry standards. If the company is profitable for the year, the board of directors decides to allocate remuneration not exceeding one percent for director fees. Additionally, according to the company's regulations on remuneration for directors and functional committees, directors attending board meetings, other functional committee meetings, or shareholders' meetings are entitled to receive transportation allowances. Furthermore, as all independent directors also serve as members of the audit and risk committee, remuneration and compensation committee, and information security committee, they are responsible for participating in discussions and decisions during committee meetings. Therefore, besides regular director fees, they receive fixed remuneration monthly.
Managerial staff remuneration distribution policy:
Our company, as stipulated in Article 29 of the company's articles of association, mandates that if the company is profitable for the year, at least six percent should be allocated for employee compensation, to be distributed by the board of directors in the form of stocks or cash, with recipients including eligible employees of subsidiary companies. This distribution requires reporting to the shareholders' meeting. Managerial staff remuneration consists of salaries and bonuses. Salaries are determined based on industry standards, job titles, ranks, education (or experience), professional abilities, and responsibilities. Bonuses are determined based on performance evaluation criteria, including financial indicators (such as achievement rates of company revenue, operating profit, and net profit after tax) and non-financial indicators (such as significant deficiencies in legal compliance and operational risks within departments). As per the regulations of the company's remuneration and compensation committee, remuneration should be reviewed and approved by the committee before being submitted to the board of directors for approval.
The procedures for setting director and managerial staff remuneration are based on the company's board performance evaluation method and employee performance assessments, considering the company's operational performance, future risks, development strategies, industry trends, and individual contributions to the company's performance, to provide reasonable compensation. Performance evaluations and remuneration distributions are subject to review and approval by the remuneration and compensation committee and the board of directors, with periodic reviews of the remuneration distribution policy to balance the interests of sustainable business operations and stakeholders.
Status of Corporate Governance
2.3.1. Board of Directors Meeting Status
A total of 6 meetings of the Board of Directors were held in 2024. The directors' attendance status is as follows.
Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) B/A | Remarks | |
Chairman | Wang, Ping-Lung | 6 | 0 | 100.00 | ||
Director | Hsun Chieh Investment Co., Representative: Tsai, Guo-Tsang | 6 | 0 | 100.00 | ||
Director | Li-Chi Investment Co., Ltd. Representative: Wu, Ying-Chih | 6 | 0 | 100.00 | ||
Director | Li-Chi Investment Co., Ltd. Representative: Chang, Yuan-Tsung | 2 | 0 | 66.67 | Dismissed on June 25, 2024 | |
Independent director | Li, Yu-Cheng | 1 | 2 | 33.33 | Dismissed on June 25, 2024 | |
Independent director | Wu, Kuang-Yi | 6 | 0 | 100.00 | ||
Independent director | Liao, Ming-Cheng | 6 | 0 | 100.00 | ||
Independent director | Chen, Chi-Kai | 2 | 1 | 66.67 | Appointed on June 25, 2024 | |
Independent director | Li, Pei-Ying | 2 | 1 | 66.67 | Appointed on June 25, 2024 | |
Other special disclosure:
2.Regarding the execution of directors' abstentions from interest-related proposals, the company should specify the director's name, agenda content, reasons for abstention due to potential conflicts of interest, and their participation in the voting process: | ||||||
Date/Session of the Board of Directors | Contents of motion | Director Abstaining from Interest | Reasons for Abstention due to Conflicts of Interest and Participation in Voting | |||
10-15 2024.02.01 | The distribution of employee bonuses for the year 2022 and the year-end bonus plan for the year 2023for the company's management personnel | Wang, Ping-Lung | As a concurrently serving company manager, Wang did not participate in the discussion or vote. The proposals were approved following discussions by other attending directors and independent directors without objection. | |||
Our company indirectly | Wang, | He is the person in charge of | |||
invests in a mainland | Ping-Lung | the parent company | |||
company (Xiamen | (YoungTek Electronics LTD.) | ||||
YoungTek Electronics | of the investee company | ||||
LTD.) through a third-party | (Xiamen YoungTek | ||||
10-16 | offshore company | Electronics LTD.) and did not | |||
2024.03.08 | participate in the discussion | ||||
and voting. The proposal was | |||||
passed after discussion by | |||||
other attending directors and | |||||
independent directors without | |||||
objection. | |||||
3. The execution status of evaluation on the Board of Directors: | |||||
Evaluation cycle | Once every year | ||||
Period | 2024.01.01~2024.12.31 | ||||
Scope | Including performance evaluation of the overall board of directors and individual directors | ||||
Methodology | Internal self-evaluation of the board of directors and self-evaluation of directors | ||||
Content |
responsibilities, enhancement of committee decision-making quality, committee composition and member selection. | ||||
Result | The self-assessment performance results of the Board of Directors (including functional committees) for the year 2024 were submitted to the Board of Directors on March 7, 2025. The evaluation results are as follows:
| ||||
evaluation score is 91 points, indicating that the Compensation Committee's overall operations are excellent, meeting corporate governance requirements, and effectively enhancing the functions of the Board of Directors. | ||
| ||
Title | Name | Date Elected | Date | Organizer | Course Title | Training hours | Meet the requirements | |
From | to | |||||||
President | Wang, Ping-Lung | 2024.06.25 | 2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | How the Board Oversees ESG Risks to Build Sustainable Corporate Competitiveness | 3 | YES |
2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | ESG-Related Legal Issues the Board Should Consider | 3 | YES | |||
Juristic person chairman representative | Tsai, Guo-Tsang | 2024.06.25 | 2024.08.09 | 2024.08.09 | Taiwan Stock Exchange | How the Board Oversees ESG Risks to Build Sustainable Corporate Competitiveness | 3 | YES |
2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | ESG-Related Legal Issues the Board Should Consider | 3 | YES | |||
2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | How the Board Oversees ESG Risks to Build Sustainable Corporate Competitiveness | 3 | YES | |||
Juristic person director representative | Wu, Ying-Chih | 2024.06.25 | 2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | ESG-Related Legal Issues the Board Should Consider | 3 | YES |
2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | How the Board Oversees ESG Risks to Build Sustainable Corporate Competitiveness | 3 | YES | |||
Independent director | Wu, Kuang-Yi | 2024.06.25 | 2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | ESG-Related Legal Issues the Board Should Consider | 3 | YES |
2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | How the Board Oversees ESG Risks to Build Sustainable Corporate Competitiveness | 3 | YES | |||
Independent director | Liao, Ming-Cheng | 2024.06.25 | 2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | ESG-Related Legal Issues the Board Should Consider | 3 | YES |
2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | How the Board Oversees ESG Risks to Build Sustainable Corporate Competitiveness | 3 | YES | |||
Independent director | Chen, Chi-Kai | 2024.06.25 | 2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | ESG-Related Legal Issues the Board Should Consider | 3 | YES |
2024.08.09 | 2024.08.09 | Taiwan Corporate Governance Association | How the Board Oversees ESG Risks to Build Sustainable Corporate Competitiveness | 3 | ||||
2024.12.18 | 2024.12.18 | The Institute of Internal Auditors -Chinese Taiwan | Legal Risks in Corporate Management and Response Strategies for Internal Auditors | 6 | ||||
Independent director | Li, Pei-Ying | 2024.06.25 | 2024.02.01 | 2024.02.01 | Taiwan Provincial CPA Association | Latest Amendments and Analysis of the Enterprise Accounting Standards | 3 | YES |
2024.04.15 | 2024.04.15 | National Federation of Certified Public Accountants Associations of the R.O.C. | Case Study and Trend Analysis of Anti-Money Laundering Law Development | 3 | ||||
2024.06.14 | 2024.06.14 | Taiwan Provincial CPA Association | Key Considerations in the Financial Reporting of Long-Term Care Legal Entities | 3 | ||||
2024.08.09 | 2024.08.09 | Chinese Corporate Governance Association | How the Board Oversees ESG Risks to Build Sustainable Corporate Competitiveness | 3 | ||||
2024.08.09 | 2024.08.09 | Chinese Corporate Governance Association | ESG-Related Legal Issues the Board Should Consider | 3 | ||||
2024.08.13 | 2024.08.13 | Investment Commission, Ministry of Economic Affairs | 2024 Investment Affairs Briefing by the Investment Commission, MOEA | 3 | ||||
2024.09.09 | 2024.09.09 | Taiwan Provincial CPA Association | Implementing Digital Transformation in CPA Practices | 3 | ||||
2024.09.25 | 2024.09.25 | Taiwan Provincial CPA Association | Legal Liabilities of CPAs for False Certification | 3 | ||||
113.10.24 | 113.10.24 | Taipei CPA Association | Key Amendments and Responses to the Three Gender Equality Acts | 3 | ||||
113.10.30 | 113.10.30 | Taiwan Provincial CPA Association | Analysis of Corporate Governance Violations under the Company Act | 3 | ||||
113.11.05 | 113.11.05 | National Federation of Certified Public Accountants Associations of the R.O.C. | Practical Analysis of Sustainability Information Assurance - Key Highlights of Attestation Standard No. 3000 | 3 |
2.3.2 Audit and Risk Committee Meeting Status
The Company's Audit and Risk Committee is composed of four independent directors. Its routine responsibilities include reviewing financial reports and evaluating the effectiveness of the internal control system. Non-routine tasks include reviewing and approving the procedures for significant financial transactions, such as amendments related to the acquisition or disposal of assets, engagement in derivative transactions, lending of funds to others, endorsements or guarantees for others, significant asset or derivative transactions, significant fund lending, endorsements or guarantees, as well as the appointment and remuneration of the Company's certified public accountants (CPAs).
For the professional qualifications and experience of each member, please refer to pages 4-5 of this annual report.
In 2024, the Audit Committee held five meetings. The main items reviewed and discussed included:
Significant lending of funds
Financial statements
Evaluation of the effectiveness of the internal control system
Assessment of the independence and competence of the Company's CPA
Indirect investment in a PRC-based company through a third-jurisdiction offshore entity
Title
Name
Attendance in Person (B)
By Proxy
Attendance Rate (%) B/A_
Remarks
Independent Director
Li, Yu-Cheng
1
2
33.33
Dismissed on June 25, 2024
Independent Director
Wu, Kuang-Yi
5
0
100.00
Independent Director
Liao, Ming-Cheng
5
0
100.00
Independent Director
Chen, Chi-Kai
2
0
100.00
Appointed on June 25, 2024
Independent Director
Li, Pei-Ying
2
0
100.00
Appointed on June 25, 2024
Election of the Convener of the Company's 3rd Audit and Risk Management Committee The independent directors' attendance status is as follows.
Other special disclosure:
A summary of previous communications between independent directors and internal audit supervisors is as follows: | ||||
Date | Points of communication | Communication result | ||
2024.03.08 | October 2023 ~ December 2023 Internal Audit Business Execution Report. | Independent directors expressed no objection to the contents of the report | ||
2024.05.10 |
| Independent directors expressed no objection to the contents of the report | ||
Term Date | Contents of motion | Resolution of Audit Committee | the Company's (the board of directors') handling of Audit Committee's opinion |
2-13 2024.02.1 |
| The motion was approved unanimously. | Approved without objection by all present directors and independent directors |
2-14 2024.03.08 |
company. | The motion was approved unanimously | Approved without objection by all present directors and independent directors |
2-17 2024.05.10 |
loaned to Sanyuan Color Vision Co., Ltd. | The motion was approved unanimously | Approved without objection by all present directors and independent directors |
2024.08.09 | April 2024 ~ June 2024 Internal Audit Business Execution Report. | Independent directors expressed no objection to the contents of the report | ||
2024.11.05 |
| Independent directors expressed no objection to the contents of the report | ||
(2)The audit committee of the company is composed of all independent directors. Accountants report to the independent directors at least once a year on the financial status, the financial status of domestic and overseas subsidiaries, the overall operation status, and the review of internal control. And fully communicate whether there are major adjustments or legal amendments that affect the accounting situation. The communication was outlined as following: | ||||
Date | Points of communication | Communication result |
2024.03.08 |
| The annual financial report is approved by the Audit and Risk Management Committee, submitted to the Board of Directors for approval, and announced and reported as scheduled. |
Note 1: The Company re-elected on June 25, 2024.
2.3.3 Status of corporate governance, departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures.
Assessment Item | Implementation Status (Note1) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
YES | NO | Explanation | ||
1. Does the Company follow "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" to establish and disclose its corporate governance principles? | ˇ | The Company has established a Corporate Governance Principles, which sets out guidelines on safeguarding shareholders' rights and interests, strengthening the functions of the Board of Directors, respecting the rights and interests of stakeholders, and enhancing information transparency. The full text of the Company's Corporate Governance Principles is disclosed on the Market Observation Post System (MOPS) and the Company's official website. | None | |
2. Shareholding Structure & Shareholders' Rights
| ˇ ˇ |
| None None | |
Assessment Item | Implementation Status (Note1) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
YES | NO | Explanation | ||
| ˇ ˇ | have a good relationship with major shareholders and can contact them at any time.
Management and Guidelines for Conduct. | None None | |
3. The organization of Board of Directors and its duties
| ˇ ˇ ˇ |
| None None None | |
Assessment Item | Implementation Status (Note1) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
YES | NO | Explanation | ||
(4) Are external auditors' independence assessed on a regular basis? | ˇ | (4) According to Article 29 of the company's "Corporate Governance Code", the company evaluates the independence and suitability of its certified accountants every year. In addition to requiring certified accountants to provide independence statements and audit quality index (AQI) information, and Evaluation is carried out according to the independent evaluation standard (Note 1) and 13 AQI indicators. It is confirmed that the accountant has no other financial interests and business relationship with the company except for the financial report, tax visa and transfer pricing report, and the accountant's family members do not violate the independence requirements, and refer to the AQI index information, confirm Accountants and firms are on par with the industry average in terms of professionalism, independence, quality control, supervision, and innovation capabilities. The evaluation results of the most recent year will be submitted to the board of directors for review and approval on Nov. 5, 2024. | None | |
4. Does the TWSE/TPEx listed company have a dedicated unit/staff member in charge of the Company' corporate governance affairs (including but not limited to providing information required for director/supervisor's operations, convening board/shareholder meetings in compliance with the law, apply for/change company registry, and producing meeting minutes of board/shareholder meetings)? | ˇ | In order to strengthen corporate governance and enhance the effectiveness of the board of directors, the company refers to the relevant provisions of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and the "Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers. The company's board of directors has passed a resolution on June 25, 2019 that the current financial director, Manager Yu Hui Su, shall serve as the head of corporate governance. Manager Su had the qualifications for more than three years to be in charge of financial units in public offering companies regulated by the above-mentioned laws. As the top executive responsible for corporate governance-related matters, corporate governance-related matters include handling matters related to the board of directors and shareholders meeting in accordance with the law, preparing the minutes of the board of directors and shareholders meeting, assisting directors in their appointment and continuing knowledge, providing directors with information needed to perform their business, Assist directors to comply with laws and regulations, other matters stipulated in the company's articles of association or contract, etc. 2024 Corporate Governance Supervisors have completed 12 hours of training. (Note 2). | None | |
5. Does the Company have established a communication channel for the stakeholders (including but not limited to stockholders, employees, customers and suppliers), set the stakeholder section on the Company's website, and responded to the stakeholders regarding their concerns over corporate social responsibilities? | ˇ | The company has a stakeholder page on the company website to handle and respond to the important corporate social responsibilities of the stakeholder's concerns; and has a spokesperson and deputy spokesperson responsible for the company's external communications. | None | |
6. Does the Company have commissioned a professional stock service agent to handle shareholders affairs? | ˇ | The company has entrusted a professional stock affairs agency "Horizon Securities Corp." to handle shareholders' meetings and stock affairs related matters. | None | |
7. Information disclosure
| ˇ ˇ |
| None None | |
