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GSC — Annual Report 2024
Jul 8, 2025
52060_rns_2025-07-08_f0692d7d-f7c7-4c21-be12-e34da4ed92aa.pdf
Annual Report
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I. Company Spokesperson
Spokesperson: Chen, Chi-Ming /Chairman E-mail: [email protected] Deputy Spokesperson: Chen, Min-Min/Assistant Manager of Investment Dept. E-mail: [email protected] Tel.: (03) 598-5510
II. Address and Telephone of Headquarter, Subsidiaries, and Plants Head Office
Address: No. 3, Gongye 1st Rd., Hukou Township, Hsinchu County 303036 , Taiwan (R.O.C.) Tel: (03) 598-5510
Sinfong Factory
Address: No. 18, Zihciang Rd., Hukou Township, Hsinchu County 303035 , Taiwan (R.O.C.) Tel: (03) 598-5510
III. Stock Transfer Agency
Name: Taishin Securities stock transfer agency department Address: B1., No.96, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei city 104, Taiwan. URL: http://www.tssco.com.tw Tel.: (02) 2504-8125
IV. CPAs for annual financial reports of the most recent year
Name of the accounting firm: Deloitte Touche Tohmatsu Limited Names of accountants: Wen, Chih-Yuan、Chang, Ya-Yun Address: 6F, No. 2 Zhanye 1st Road, East District, Hsinchu City 300 URL: http://www.deloitte.com.tw Tel.: 03-5780899
V. The names of any exchanges where the Company's securities are traded offshore, and the method by which to access information on the said overseas securities: None
VI. Address of the Company's website: http://www.gigastorage.com.tw
Table of Contents
| One. | Letter to Shareholders 1 |
|---|---|
| Two. | Corporate Governance Report7 |
| I. | Information on Directors, General Manager, Vice General Managers, |
| Associate Managers, and Heads of Various Departments and | |
| Branches 7 | |
| II. | Remuneration to the Directors, General Manager and Vice General |
| Manager(s) in the Past Year 17 | |
| III. | Performance in Corporate Governance 27 |
| IV. | Information about CPA Professional Fees 95 |
| V. | Information on Replacement of CPA 95 |
| VI. | The Company's chairman, general manager, or the manager |
| responsible for financing or accounting affairs, who has worked for | |
| the accounting firm to which CPAs belong or the affiliated enterprises | |
| in the past year 95 | |
| VII. | Changes to the shares held by directors, supervisors, managers, and |
| shareholders holding more than 10% of the shares in the most recent | |
| year and through the printing date of the annual report 96 | |
| VIII. | Information about the relationships among top ten shareholders, such |
| as related parties, spouses or relatives within the second-degree of | |
| kinship 97 | |
| IX. | The Number of Shares Held by the Company, the Company's |
| Directors and Supervisors, Managers and Shares Controlled by the | |
| Company Either Directly or Indirectly Toward a Same Investee, to | |
| Count the Comprehensive Shareholding Ratio on a Consolidated basis. | |
| 98 | |
| Three. | Status of Fundraising 100 |
| I. | Capital and Shares 100 |
| II. | Handling of Corporate Bonds 106 |
| III. | Handling of Preferred Stock 106 |
| IV. | Handling of Overseas Depositary Receipts 106 |
| V. | Handling of Employee Stock Options 106 |
| VI. | Handling of Restricted Employee Shares 107 |
| VII. | Handling of M&A or Transfer of Shares of Other Companies to Issue |
| New Shares 107 | |
| VIII. | Implementation Status of Fund Utilization Plan 107 |
| Four. | Operations Overview 108 |
| I. | Business Activities 108 |
|---|---|
| II. | Market and Production & Sales Overview 124 |
| III. | The Number of Employees, Average Service Seniority, Average Ages |
| and Percentage of Distribution in Academic Credentials and Hands-on | |
| Career Experiences in the Latest Two Years and as of the Publication | |
| Date of the Annual Report 131 | |
| IV. | Information of Expenditures onto Environmental Protection 132 |
| V. | Labor Relations 135 |
| VI. | Information Security Management 145 |
| VII. | Important Contracts 153 |
| Five. | Review and Analysis of Financial Conditions, Financial Performance, and |
| Risk Management 155 | |
| I. | Financial Conditions Analysis 155 |
| II. | Financial Performance Analysis 156 |
| III. | Cash Flow Analysis 157 |
| IV. | The Impact of Major Capital Expenditures in Recent Years on |
| Financial Operations 158 | |
| V. | Recent Reinvestment Policy, Major Reasons for Profits or Losses, |
| Improvement Plan and Investment Plan for the Following Year 158 | |
| VI. | Risk Analysis and Assessment 160 |
| VII. | Other Important Matters 165 |
| Six. | Special Disclosures 166 |
| I. | Related Information on Affiliates 166 |
| II. | Handling of Privately Placed Securities in the Most Recent Year and |
| as of the Date of Publication of the Annual Report 173 | |
| III. | Other Necessary Supplementary Explanations 173 |
| IV. | In the Most Recent Year and as of the Printing Date of the Annual |
| Report, the Occurrence of the Matters that have a Significant Impact | |
| on Shareholders' Equity or Securities Prices as Specified in Article 36 | |
| Paragraph 3, Item 2 of the Securities and Exchange Act 173 |
One. Letter to Shareholders
Ladies and Gentlemen, Esteemed Shareholders, Greetings:
On behalf of the Company's entire management team, I hereby sincerely express our deepest gratitude to all shareholders for their support over the past year!
The year 2024 (Year 113 of the Republic of China) was a time of both global turbulence and breakthroughs. The Russia-Ukraine war has yet to cease, the Israel-Palestinian conflict has escalated, and international dynamics have grown increasingly uncertain. After a period of high inflation subsided, the global economy faced challenges from rising energy prices and supply chain disruptions as nations worked to stabilize economic growth. Driven by the dual forces of grid parity trends and technological advancements, renewable energy particularly solar photovoltaic installations—continued to experience rapid growth. At the same time, silicon material prices underwent dramatic fluctuations, dropping from a high at the beginning of the year to a low of 4-5 USD per kilogram. This decline was largely due to overcapacity in China, prompting downstream solar cell manufacturers to adopt a more conservative procurement approach. Intensified competition in China's conductive paste market, coupled with new entrants undercutting prices to gain market share, has forced the industry to accelerate technological iterations, significantly shortening product upgrade cycles. As a result, solar module prices have further declined, approaching a historic low of 0.1 USD per watt, injecting fresh momentum into the global adoption of green energy.
Amid these formidable challenges, our subsidiary GIGASOLAR saw an increase in revenue from its conductive paste products. However, profit margins narrowed, significantly compressing profitability. GIGASOLAR will continue to closely monitor technological trends and actively invest in research and development to maintain a leading position in the next-generation solar cell market. Beyond transitioning to holding solar power plants, our company has also aligned with government policies by expanding our energy storage and electricity sales operations team, completing our renewable energy portfolio. Our R&D team continues to work diligently on developing high-efficiency products while pursuing vertical integration of specialized raw materials for conductive pastes, as well as horizontal expansion into materials for energy-saving industries, semiconductor polishing, and recycled wafers—laying the groundwork early for the company's sustainable development.
The Taiwanese government has announced its 2050 Net-Zero Carbon Emissions Roadmap, under which renewable energy is projected to account for 60% to 70% of the energy mix. To achieve this, the original target of 20 GW of solar photovoltaic capacity by 2025 has been set, with an additional annual increase of 2 GW, reaching 30 GW by 2030, and a cumulative wind and solar capacity of 40 GW. With renewable energy generation targeted to reach 20% of the total, the strain on grid feeders, frequency regulation, and dispatching has intensified, underscoring the critical importance of energy storage systems. Having cultivated solar power stations for years, our company anticipates that the proportion of revenue from energy storage systems and electricity sales will continue to rise, further strengthening overall operations.
The Company's management team and all employees are united in their goals and will continue to work hard to create the greatest profit and company value for all shareholders!
At this point, I would hereby like to thank all shareholders once again for their continued support and encouragement to the Company. Summary descriptions of the 2024 business report and 2025 business plan are as follows:
I. 2024 business report
(I) Business plan implementation results
The Company's consolidated operating revenue for 2024 was NTD 6.912 billion, marking an increase of NTD 2.972 billion from the NTD 3.940 billion seen in 2023. Net loss after tax attributable to the Company in 2024 was NTD 301,362 thousand or NTD( 0.86) per share.
- (II) Budget implementation status: The Company has no announced financial forecasts for 2024.
- (III) Revenues, expenses, and profitability analysis
-
- Revenues and expenses
| Year Item |
2024 | 2023 |
|---|---|---|
| Cash inflow (outflow) from operating activities | (2,180,036) | 360,320 |
| Cash inflow (outflow) from investing activities | (333,273) | (1,632,089) |
| Cash inflow (outflow) from financing activities | 2,104,718 | 581,877 |
| Effect of exchange rate fluctuation on cash and cash equivalents |
38,278 | 1,068 |
| Net increase (decrease) in cash and cash equivalents | (370,313) | (688,824) |
| Cash and cash equivalents at beginning of year | 2,320,944 | 3,009,768 |
| Cash and cash equivalents at end of year | 1,950,631 | 2,320,944 |
Unit: NTD Thousand
The Company's net cash outflow from operating activities for 2024 was NT\$2,180,036 thousand, mainly due to the increase in collection of notes and accounts receivable of the consolidated company at the end of the current year ; the net cash outflow from investment activities was NT\$333,273 thousand, mainly due to the acquisition of real estate , equipment, and reinvestment; net cash inflow of NT\$2,104,718 thousand from consolidated financing activities, mainly due to mainly due to the increase in long-term loans from banks and convertible bond for the operational needs of the Company and its subsidiaries.
- Profitability analysis
| Year Item |
2024 | 2023 |
|---|---|---|
| Return on assets (%) | (5.30) | (7.74) |
| Return on shareholders' equity (%) | (10.72) | (13.01) |
| Net profit before tax to paid-in capital ratio (%) | (25.30) | (34.09) |
| Net profit margin (%) | (13.53) | (31.32) |
| After-tax earnings per share (NTD) | (0.86) | (0.99) |
(IV) Research and development status
- Research and development expenditures
| Unit: NTD Thousand | ||
|---|---|---|
| Year | 2024 | 2023 |
| Consolidated R&D expenses (A) | 354,114 | 336,684 |
| Consolidated net operating revenue (B) | 6,912,033 | 3,940,087 |
| (A)/(B)(%) | 5.12 | 8.55 |
2. R&D results
(1) Current products of the Company and subsidiaries
The Company specializes in the professional field of materials science, using powder materials, precision machining, polymers, glass materials, semiconductor materials and vacuum technology for research, development and manufacturing. Continues to focus on the energy industry and the application products and industrial services of key electronic components. In 2024, the main products are key materials for solar cells and power generation system engineering, as well as low-temperature chemical materials and semiconductor silicon wafers. The detailed categorization is shown as follows,
Key materials and systems engineering related to renewable energy:
- A. Solar conductive paste oriented materials
- B. Photovoltaic ribbons.
- C. Solar photovoltaic power generation system and power plant engineering projects.
- D. Photovoltaic-grade polysilicon raw materials.
- E. The diamond-coated micro-diameter cut steel wire used in silicon wafers.
- F. The study of lithium power battery cathode/anode and related materials.
- Semiconductor and biomedical special materials:
- A. Solar auxiliary material
- B. 8" test grade semiconductor silicon wafer.
- C. 12" test grade semiconductor silicon wafer.
- Micro-tool surface treatment for the electronics industry:
A. PCB/BAG Special coating products for milling cutters and drill bits.
- (2) New products scheduled to be developed ahead
-
Key materials and systems engineering related to renewable energy:
- A. Ultra-high-efficiency TopCon solar energy cell paste. B. High-end round TopCon solar conductive ribbon.
- C. Low temperature curing conductive silver pastes.
- D. Continuous development and mass production of power lithium battery related materials, cathode/anode and related materials.
- E. Continue to invest in the solar PV industry and increase investment in other renewable energy projects to improve the Group's layout in the energy field.
-
Biomedical and electronic materials:
- A. Actively enter the AI product heat dissipation market and focus on the development, manufacturing development & design of micro-scale key element for heat dissipation.
- B. All-in-one key materials for biomedical sensor components
- C. Thermal paste for power components and optoelectronic semiconductors
- D. Manufacturing and process development for 12-inch silicon interposers.
- E. Chemical vapor diamond coating micro-tools suitable for BT and ABF substrates.
II. Summary of 2025 operating plan
(I) Operating strategy
Expand business strategies and develop long-term cooperation with customers; act in coordination with the Group's multiple investment projects in material products and domestic power plants; improve capacity utilization and work toward efficient product development; reduce manufacturing costs; enhance product value; and strengthen the Company's long-term financial structure. Through the Company's long-term cultivation of solar power stations, the Company actively develops domestic power station engineering services and installation of power stations, and cooperates with the government to invest in composite solar photovoltaic projects and the development of multiple types of renewable energy to achieve the one-stop service plan for power generation and sales; In addition, with the energy storage system, the company actively participates in the design and implementation of energy integration solutions such as various policy services and micro-grids, in order to maximize the company's profit through the diversified combination of energy products.
(II) Estimated sales volume and its basis and important production and sales plans.
The Company will continue to actively invest in domestic power plant construction services and solar conductive ribbon sales this year. The government of Taipei has announced its Net Zero by 2050 Roadmap, in which the proportion of renewable energy will be greatly increased to 60% or 70%. In order to reach this goal, the originally planned photovoltaic installations will reach 20GW in 2025, and with an annual increase of 2GW before 2030, the capacity will increase to 30GW in 2030, making the cumulative capacity of wind and photovoltaic installations reach 40GW. Taiwan aims to raise renewable energy used to 20% of all energy sources, which will intensify the impact on power grid feeder lines, frequency regulation, and dispatching and accentuating the importance of energy storage systems. The Company has cultivated the field of solar power plants for years. It is estimated that the proportion of power plant engineering services to revenue will continue to climb, while stepping into the energy storage system field and electricity sales market to make the Company's overall operations more stable.
III. Future development strategy of the Company
In the future, the Company's strategy will focus on upstream high-performance materials development and design and development of materials with high profitability, supplemented by the use of financial advantages to invest in downstream power plants to stabilize the rate of return, and build an integrated upstream–downstream supply chain to obtain long-term stable profits, and strive to develop various energy-saving and eco-friendly upstream material products.
Continuing to expand the group's operational projects as follows:
- (I) Ho Mi Specialty Materials Corporation:Develop and produce passive component silver paste/polymer paste for high-capacitance, high-reliability, and high-heat-resistant capacitor products.
- (II) Giga Solar Materials:Develops and produces carbon-silicon negative electrode materials,
- (III) Hua Hsu Optotech Co., Ltd.:Develop the semiconductor-related processes.
- (IV) Giga Energy Co., Ltd.:Integrate the Group's energy projects; focus on electricity sales; expand the number of projects to own the number of energy projects and develop investment in compound energy. To provide customers with "stable" and "sufficient" green power and its certificates through the one-stop service of self-production, sales, and offering/sale in order to achieve customers' demand for carbon reduction and international requirements such as RE100, as the operation mission of Gigastorage Energy.
- (V) Other energy evaluation and investment:including small onshore wind power, carbon-free fuel investment, auxiliary energy storage system, development of Xinpu Green Energy Park, etc., combined with the Group's energy planning, and joint ventures with future development partners to invest in green energy market.
As the global green energy industry and the specifications of electronic products change rapidly, the Corporate Group will make its product line more diversified. As the electric vehicle industry continues to grow, the Company is expected to become stronger and have more revenue streams to make the overall operation more robust, further improving the profitability and creating the most value.
IV. Effects of external competitive environment, regulatory environment, and overall business environment
Given the strong influence of governmental subsidy policies among various countries as well that of the overall economic environment, the solar energy industry is easily subject to fluctuations in supply and demand in the short term. Nonetheless, long-term growth should continue to sustain its upward trend in line with safety and sustainability concerns as well as the declining costs of alternative energy sources. The world's proportion of solar power generation should increase accordingly. Following the growth of global solar energy demand in Japan, the United States, India and other countries, the rise of emerging markets will continue to increase and the growth of the solar energy market is predictable.
The Company has a stable financial structure and operational capabilities. This year, we aim to increase revenue and gross profit through domestic power station engineering services, participation in Taipower's energy storage services, and establishment of power stations.
In response to the abovementioned changes in the external environment, we continue to insist on adopting a proper and effective raw material hedging mechanism for various costs despite the large fluctuations in international raw material prices. All relevant Company personnel keep abreast of changes in market demand, changes in national laws and regulations, overall economic conditions, and competition within the industry. Furthermore, they undertake appropriate financial planning to avoid risks from fluctuations in exchange rates and interest rates so as to reduce the impact on the Company.
Gigastorage Corporation
Chairman:Chen, Chi-Ming
General Manager:Chung, Kao-Yuan
Two. Corporate Governance Report
I. Information on Directors, General Manager, Vice General Managers, Associate Managers, and Heads of Various Departments and Branches
- (I) The information of directors
-
- The information of directors
| Remarks | Note 12 | |||||||
|---|---|---|---|---|---|---|---|---|
| April 29, 2025 | and supervisors as spouse or within Other department heads, directors blood relatives within the second |
Relationship | Father and daughter Sister & brother |
Sister & brother |
Father and daughter |
|||
| degree of kinship | Name | Chen, Min Su-Hui Chen, Min |
Chi-Ming | Chi-Ming | ||||
| Position titles |
Director Director |
Chairman Chen, | Chairman Chen, | |||||
| Currently posts served with the Company and other |
company(ies) at the moment |
Note 1 | Note 2 | Note 4 | ||||
| Major academic credentials and hands-on career experience |
Banking & Insurance Department, Feng Manager of Taiwan Cooperative Bank Chia University Co., Ltd. |
Science, Kaohsiung Medical College Auditor Director, Kaohsiung University Kaohsiung University of Medical Director of Pharmaceutical Science, Biochemistry, National Taiwan PhD Graduate School of Medical Department of Pharmaceuticals, Kaohsiung Medical College Professor, Kaohsiung Medical Master, Graduate School of of Medical Science University University Science |
N/A (Note 3) | N/A (Note 3) | N/A (Note 3) | Master of Finance, University of Illinois Investment researcher, Hontai Life at Urbana – Champaign Insurance Co., Ltd. |
||
| shares held in the names of Number of others |
olding Shareh ratio |
- | - | - | ||||
| Number shares of |
- | - | - | |||||
| Shareho lding ratio |
- | - | - | |||||
| minor children at the Number of shares held by spouse, moment. |
Number of shares |
- | - | - | ||||
| Shareho lding ratio |
3.72% | 2.57% | - | |||||
| Number of shares currently held |
Number of shares |
13,060,000 | 9,005,841 | - | ||||
| Shareho lding ratio |
2.58% | 1.37% | 0.01% | 0.14% | 0.96% | |||
| Number of shares held when elected |
Number of shares |
13,880,000 3.96% | 9,035,841 | 4,790,000 | 35,000 | 489,261 | 3,371,556 | |
| Date of initial |
election | 3 years June.25, 2010 |
3 years June 22, 2015 |
3 years June 24, 2022 |
3 years June 24, 2022 |
3 years June 24, 2022 |
3 years June 26, 2024 |
|
| Tenure of |
office | |||||||
| elected when Date |
office) (to the |
June 26, 2024 |
June 24, 2022 |
June 24, 2022 |
June 24, 2022 |
June 26, 2024 |
||
| Gender Age |
Male 71-80 |
Female 71-80 |
Male 61-70 |
Male 61-70 |
Female 41-50 |
Female 31-40 |
||
| Name | Chi-Ming Chen, |
Su-Hui Chen, |
His-Kun Wu, |
Chen-Shen Huang, g |
Min-Chun Chen, |
Min-Min Chen, |
||
| venue or Nationali ty or |
registrati on |
Chairman Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
|
| Position titles |
Director | Director | Director | Director | (Note 11) Director |
| Remarks and supervisors as spouse or within Other department heads, directors |
Relationship | Nil | Nil | Nil | Nil | Nil | Nil | |
|---|---|---|---|---|---|---|---|---|
| blood relatives within the second | degree of kinship | Name | Nil | Nil | Nil | Nil | Nil | Nil |
| Position titles |
Nil | Nil | Nil | Nil | Nil | Nil | ||
| Currently posts served with the Company and |
other | company(ies) at the moment |
Note 5 | Note 6 | Note 7 | Note 8 | Note 9 | Note 10 |
| Major academic credentials and hands-on | career experience | PhD Technical Management, Chung Hua Master, International Financing, George Taiwan Kai Kuang Co., Ltd., Carbon Material Department Director Washington University, USA University |
Department of Mechanical Engineering, Master, Power Mechanical Engineering, General Manager, Pu Xun Optical Co., General Manager, Dong Chun Energy PhD, Power Mechanical Engineering, National Cheng Kung University National Tsing Hua University National Tsing Hua University System Co., Ltd. Ltd. |
Technology Management, College of Technology Management, National EMBA, School of Science and Department Chief, Unimicron TsingHua University |
President, Entire Technology Co., Ltd. MBA, National Chengchi University Partner of MagiCapital Group |
Deputy plant manager, Goodenfield Co., Director and group CEO, Netronix, Inc. Chairman, Analog Integrations Corp. Engineering, National Tsing Hua Broadband consultant of the Park Master of Materials Science and University Ltd. |
Whole Sun Green Power Co., Ltd.'s juristic person chairman's Chairman and President, Successful National Taiwan University of Advanced Materials Co., Ltd. Master of Electrical Engineering, Science and Technology Materials Corporation's juristic person chairman's representative; |
|
| shares held in the names of Number of |
others | olding Shareh ratio Number shares of |
- - |
- - |
- - |
- - |
- - |
- - |
| Shareho lding ratio |
- | - | - | - | - | - | ||
| minor children at the Number of shares held by spouse, |
moment. | Number of shares |
- | - | - | - | - | - |
| Shareho lding ratio |
0.01% | - | - | - | - | - | ||
| Number of shares currently held |
Number of shares |
23,613 | - | - | - | - | - | |
| Shareho lding ratio |
0.01% | - | - | - | - | - | ||
| Number of shares held when elected |
Number of shares |
22,613 | - | - | - | - | Note 1: Chairman Chen, Chi-Ming concurrently serves Giga Solar - |
|
| Date of | initial | election | 2016 | 2016 | 3 years June 24, 2022 |
3 years June 26, 2024 |
3 years June 26, 2024 |
3 years June 26, 2024 |
| Tenure | of | office | 3 years June 23, 3 years June 23, |
|||||
| when Date |
elected | (to the office) |
June 26, June 26, 2024 2024 |
June 26, 2024 |
June 26, 2024 |
June 26, 2024 |
June 26, 2024 |
|
| Gender Male Age 61-70 |
Male 61-70 |
Female 61-70 |
Male 51-60 |
Male 51-60 |
Male 41-50 |
|||
| Name | Ming-Lang Wang, |
Jui-Yao Chien, |
Ching-Mei Tsai |
Jen-Yu Wei, |
Chin-Mao Lin, |
Sheng-Min Chiu, |
||
| Nationali ty or |
venue or | registrati on |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
| Position | titles | (Note3& Director 11) |
(Note3& Director 11) |
nt director Independe |
nt director (Note 11) Independe |
nt director (Note 11) Independe |
nt director (Note 11) Independe |
Fa Green Power Co., Ltd.'s juristic person chairman's representative; Giga Energy Co., Ltd.'s juristic person chairman's representative; Jin Ya Xing Optoelectronics Co., Ltd.'s juristic person chairman's representative; Yunhui Energy Co., Ltd.'s juristic person chairman's representative; Mingxiang Energy Co., Ltd.'s juristic person chairman's representative; Gigastorage Power Co., Ltd.'s juristic person chairman's representative; Heju No.1 Co., Ltd.'s juristic person chairman's representative. Note 2: Director Chen, Su-Hui concurrently serves Giga Solar Materials Corporation as juristic person director's representative and serves Chun Ju Investment Co., Ltd. as the principal or responsible person.
representative; Whole Max Green Power Co., Ltd.'s juristic person chairman's representative; Ya Fei Solar Energy Co., Ltd.'s juristic person chairman's representative; Hunjin Enterprise Inc.'s juristic person chairman representative; Giga Whole Energy Co., Ltd.'s juristic person chairman's representative; Whole Wing Energy Co., Ltd.'s juristic person chairman representative; Whole Fund Energy Co., Ltd.'s juristic person chairman's representative; Huiqun Energy Co., Ltd.'s juristic person chairman's representative; Green Energy Electrode, Inc.'s director; Ho Mi Specialty Materials Corporation's juristic person director's representative; Yancheng Giga Solar Materials Corporation's juristic person director's representative; Yancheng Giga Diamond Materials Corporation's juristic person director's representative; Giga Solar Materials Corporation's juristic person chairman's representative; Giga Diamond Materials Corporation's juristic person chairman's representative; EIWA Electric Power Co., Inc.'s Executive Director; Wisdom Field Limited's juristic person chairman's representative; Merchant Energy Pte. Ltd.'s juristic person director's representative; Sunshine Solar Power Generation Co., Inc.'s juristic person director's representative; Wholesun Energy Philippines Inc.'s juristic person director's representative; Yuan Deng Solar Energy Co., Ltd.'s juristic person chairman's representative; Yi-Jia Energy Co., Ltd.'s juristic person chairman's representative; Li-Cheng Energy Co., Ltd.'s juristic person chairman's representative; Shuoyitai Green Energy Co., Ltd.'s juristic person director's representative; Tai Ling Energy Technology Corporation's juristic person chairman's representative; Ri
| Ming-Lang and Chien, Jui-Yao resigned after the annual shareholders' meeting on June 26, 2024; Wang, Wu, His-Kun and Huang, Chen-Sheng, as well as independent director Director Chen, Min-Chun resigned on March 7, 2024. Note 3: Director |
|
|---|---|
| Note 4: Director Chen, Min-Min concurrently serves assistant manager of the investment department at the company; Solmin Green Power Co., Ltd.'s juristic person director's representative; Ligao Optoelectronics Co., Ltd.'s juristic person director's representative; UJGIGA Co., Ltd.'s juristic person director's representative. |
|
| Note 6: Director Chien, Jui-Yao concurrently serves with Lung Pien Vacuum Industry Co., Ltd.as technical director and serves Film Control Technology Inc. as the principal or responsible person. Note 5: Director Wang, Ming-Lang concurrently serves as an associate professor of Chung Hua University, Dept. of Industrial Management . |
|
| Wholetech System Hitech Limited; Supervisor, Note 7: Independent director Tsai Ching-Mei concurrently serves Associate, HLS CPA; Supervisor, Asia Pacific Microsystems, Inc.; Independent director, APM Communication, INC. |
|
| Management Co., Ltd.'s juristic person chairman's representative; Chairman, Da-Yu Capital Investment Management Consulting Co., Ltd.; Independent director, Newmac Technology Co., Ltd.; Independent director, Ying Multi-Media Co., Ltd.'s juristic person chairman's representative; Noah Green Technology Capital Wei, Jen-Yu concurrently serves Digital Idea Note 8: Independent director |
|
| Tai Technology Co., Ltd.; Chairman, Chi Fu Capital Co., Ltd.; Director, DFI INC.; Digital Creativityi Co., Ltd.'s juristic person director's representative; Ruizhi Co., Ltd.'s juristic person director's representative; Supervisor, Xīn Zhì Yī Co., Ltd |
|
| Note 10: Independent director Chiu, Sheng-Min concurrently serves Director, DFI INC.; Supervisor, Sheng Shan Technology Co., Ltd.; Adamas Technology Co., Ltd.'s juristic person chairman's Note 9: Independent director Lin, Chin-Mao concurrently serves Independent director, EM Technology CORP.; Director, Sable Electronics (Kunshan) Co., Ltd |
|
| Wei, Jen-Yu, Lin, Chin-Mao and Chiu, Sheng-Min assumed office following the re-election at the Wang, Ming-Lang and Chien, Jui-Yao, as well as independent director Note 11:Director Chen, Min-Min, representative. |
|
| annual shareholders' meeting on June 26, 2024. | |
| Where the Company's Chairman and the general manager or the one of equivalent position (the highest managerial officer) are in a same person, or as spouse to each other or blood relatives within the first degree of kinship, the Company should explain the reason why, the rationality, indispensability and countermeasures (e.g. increase the seat(s) of independent director(s), with one half majority of the directors not being an employee or a managerial officer) and such information. Note 12: |
|
| Mr. Chung, Kao Yuan as the general manager on April 1, 2024, and at the same time dismissed the former chairman Chen, Chi-Ming from his concurrent position as The company appointed general manager |
|
| Key shareholders of corporate shareholders 2. |
|
| None. Key shareholders of corporate shareholders: (1) |
|
| None. Key shareholders of corporate shareholders to be a juristic person: (2) |
|
| 3. Disclosure of professional qualifications of directors and independence of independent directors: |
|---|
| other publicly Concurrently serving as an independent mpanies director in listed co |
0 | 0 | 0 |
|---|---|---|---|
| Independence (Note 2) | Not an independent director, so it does not apply. | Not an independent director, so it does not apply. | Not an independent director, so it does not apply. |
| Professional qualifications and experience (Note 1) | University; working as the Development Nomination Committee, and the representative of the work experience required for business, finance, and company business, with professional leadership, marketing, operation management and strategic planning capabilities to lead the Company to become an industry leader and a Not been a person of any conditions defined in Article 30 of the Company Act. Department of Banking and Insurance of Feng Chia Enterprise Sustainable Materials Corporation. manager at Taiwan Cooperative Bank; currently many institutional directors, including Giga Solar Company, the chair of the more than five years of member of the sustainable business. Graduated from the work as a Chairman of the Committee, a used to Has |
Medical School with Medical University as a professor. Currently a director Materials work experience required for business, finance, and company business, with capabilities to determine the market competition and strategic Not been a person of any conditions defined in Article 30 of the Company Act. concurrently serving as representative of legal person director of Giga Solar Medicine of Kaohsiung and the responsible person of Chun-Ru Investment. Graduated from the Graduate Institute of more than five years of Kaohsiung Worked at planning. a Ph.D. Has |
Master of Finance, University of Illinois at Urbana – Champaign; Hontai Life Insurance Co., Ltd.; currently of the investment work experience required for business, finance, and management, operation and Not been a person of any conditions defined in Article 30 of the Company Act. manager company business. Possessing expertise in investment assistant and work as a investment researcher, director management, and strategic planning. more than five years of Company's Graduated from the as the department. working used to Has |
| Criteria Job Title me Na |
Ming Chairman Chen, Chi- |
Director Su-Hui Chen, |
Min Director Chen, Min- |
| 0 | 0 | 1 | 2 |
|---|---|---|---|
| Not an independent director, so it does not apply. | Not an independent director, so it does not apply. | years Not a director or supervisor of the company or any of its person shareholder who holds shares, together minor children or held by the person under others' names, in an aggregate % or more of the total number of issued shares within the second degree of kinship of the company or ranks as one of its top ten shareholders. (1)Not an employee of the company or any of its affiliates. Meet the independence criteria specified below two before being elected and during the term of office: with those held by the person's spouse, Not a spouse, relative (3)Not a natural amount of 1 affiliates. (2) (4) |
a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the Not a director, supervisor or employee of another company or institution in which the majority of board seats or voting Not a director, supervisor or employee of another company or equivalent position, or a spouse of these personnel, of the or lineal relative within the third degree of kinship of any of rights are controlled by the same person in the Company. president of employee company, or ranks as of its top five shareholders. the above persons listed in previous three items. chairman, or also the supervisor who is director, or institution, Company.。 a Not (5) (6) (7) |
| Hua Washington U.S. Currently serving as the Company's director and an associate work experience required for business, finance, and company business, with professional qualifications as a professor in a private college or Management at Chung Hua University. Chung Not been a person of any conditions defined in Article 30 of the Company Act. George at university, and provides relevant management advice to the Company. Management master's degree in international finance from Technology professor of the Department of Technology of Department more than five years of from the University and a University in the Ph.D. a Has Has |
National Tsing Hua University with a Ph.D. degree. Currently serving as the Company's director and work experience required for business, finance, and company business, and provides professional advice on R&D technology needed by the Not been a person of any conditions defined in Article 30 of the Company Act. Mechanical Engineering of the CTO of Lung Pien Vacuum Industrial Co., Ltd. Graduated from the Department of Power more than five years of Company at any time. Has |
MBA Management, National Tsing Hua University. Currently serving as an independent director, the convener of the Audit Committee, a member of Committee of the Microsystems, Inc.; M work experience required for business, finance, and planning, AP Graduated from the Department of Accounting, Soochow University and has an E Supervisor, Not been a person of any conditions defined in Article 30 of the Company Act financial Nomination Company, as well as Associate, HLS CPA; Supervisor, Asia Pacific Limited; operations, Hitech member of the enterprise System expertise in Committee, and a Wholetech degree, College of Technology more than five years of accounting, and the industry. with director, Communication, INC. business, Remuneration Independent company Has the |
Currently serving as the member of the remuneration committee, and a member of the Sustainable Development Committee, as Media Co., Ltd.'s juristic person chairman's representative; Ying Tai work experience required for business, finance, and company business,with possessing expertise in investment management, operation and management, and strategic planning. Professional expertise and extensive industry and perspectives Not been a person of any conditions defined in Article 30 of the Company Act. Newmac Technology Co., Ltd.; Independent director, member of the audit committee, a professional y. Chengchi Universit Technology Co., Ltd. and Director of multiple companies. recommendations on company operations and strategies. timely providing National Company's independent director, a more than five years of MBA, of Multi- capable Independent director, Graduated from the well as Digital Idea experience, Has |
| Ming-Lang Director Wang, |
Director Jui-Yao Chien, |
Independent Mei Director Tsai Ching- |
Independent Wei, Jen-Yu Director |
| 1 or which |
0 |
|---|---|
| within the auditing provides |
director of the other |
| Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with Not a professional individual or an owner, partner, director, supervisor or officer of a sole proprietorship, partnership, receive less than NT\$500,000 in accumulated remuneration the most recent two years, to the company or to any affiliate commercial, legal, financial, accounting services, marital relationship or a relative of the company, or a spouse thereof. that, institution |
Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act. kinship to any |
| (10)Not having a or the company. company (8) (9) |
degree of company. second (11) |
| Materials Science and Engineering, National Tsing Hua University. Currently serving as the Company's independent director, a member of the member of the well as Independent director, EM Technology work experience required for business, finance, and management skills, a forward-thinking financial with the intelligence and professionalism required for Not been a person of any conditions defined in Article 30 of the Company Act. profound audit committee, the convener of the remuneration committee, and a and expertise, CORP.; Director, Sable Electronics (Kunshan) Co., Ltd negotiation with possesses exceptional Committee, as business more than five years of Master of knowledge, fully equipped Development perspective, company operations. Graduated from the company business, unique Sustainable Has and |
University of Science and Technology. Currently serving as an independent director, a member of the Audit Committee, a member of the Remuneration Committee, and the convener of the DFI INC.; Supervisor, Ltd.'s juristic person work experience required for business, finance, and company business, and provides professional advice on R&D technology needed by the Not been a person of any conditions defined in Article 30 of the Company Act National Taiwan Co., Director, Adamas Technology Master of Electrical Engineering, well as Nomination Committee of the Company, as Ltd.; Co., more than five years of chairman's representative. Sheng Shan Technology Company at any time. Graduated from the Has |
| Independent Mao Director Lin, Chin- |
Independent Min Director Chiu, Sheng- |
- Note 1: Professional qualifications and experience: Describe the professional qualifications and experience of individual directors and supervisors. If they are members of the audit committee and have accounting or financial expertise, their accounting or financial background and work experience should be stated, and explain whether there are no circumstances described in Article 30 of the Company Act.
-
Note 2: Describe the independence of independent directors, including but not limited to whether the person, spouse or relative within the second degree of kinship are serving as directors, supervisors or employees of the Company or its affiliates; the number of shares and the shareholding percentage held by the person, spouse or relative within the second degree of kinship (or in the name of others); whether the person is serving as a director, supervisor or employee of a company that has a specific relationship with the Company (please refer to Subparagraph 5 to 8, Paragraph 1 of Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); and the amount of remuneration received by providing the Company or its affiliates with business, legal, financial, accounting and other services within the last 2 years.
-
- Board diversity and independence:
- (1) Board diversity: Describe the board's diversity policy, goals and achievement. The diversity policy includes but is not limited to the selection criteria of directors, the professional qualifications that the board of directors should have, the composition or ratio of experience, gender, age, nationality and culture, etc., and the Company's specific goals and the achievement of the previous policy should be described.
Article 20 of the Company's "Corporate Governance Best-Practice Principles" has defined that the composition of the board should be diverse. In addition to limiting those who hold concurrent positions to no more than 1/3 of the total board seats, the diversity policy should be formulated based on the Company's operations, business activities and growth, and should include, but is not limited to, the standards of the following two aspects:
- A. Background and value: Gender, age, nationality, culture etc. At least one-third of the number of directors should be female.
- B. Knowledge and skills: Career background (e.g. law, accounting, industry, finance, marketing or technology), professional skill and industry experience.
All board members shall possess the knowledge, skills, and characters needed to exercise their duties. In order to achieve the goals of corporate governance, the board as a whole should have the following capabilities:
- A. Ability to make operational judgments.
- B. Accounting and financial analysis.
- C. Business administration.
- D. Crisis management.
- E. Industry Knowledge.
- F. Vision of the global market.
- G. Leadership skills.
- H. Decision making.
The directors (including independent directors) adopt the candidate nomination approach. The company has re-elected at the general meeting of shareholders on June 26, 2024. At present, the Company has nine board members, including five directors and four independent directors. Among the directors, 11% concurrently hold a position as an employee. 44% are independent directors, and 33% are female directors, and the term of four independent directors does not exceed 9 years.
The board members have academic, industry and accounting-related backgrounds, with specialized knowledge, skills and literacy in different fields. They implement the diversity policy for board members, and effectively reinforce the operation of the board of directors.
Diversity policy of the current board member and the status of implementation is as follows:
| Basic Composition | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Diversity Items |
Nationality | Con-current Position as Employee of the Company |
Age | Service Term of Independent Directors |
|||||||||
| Name Of Director |
Gender | 35 to 50 |
51 to 60 |
61 to 70 |
71 to 80 |
Less than 3 years |
3 to 9 years |
Over 9 years |
|||||
| Chen, Chi-Ming | ROC | Male | V | ||||||||||
| Chen, Su-Hui | ROC | Female | V | ||||||||||
| Chen, Min-Min | ROC | Female | V | V | |||||||||
| Wang, Ming-Lang | ROC | Male | V | ||||||||||
| Chien, Jui-Yao | ROC | Male | V |
| Tsai Ching-Mei | ROC | Female | V | V | |||
|---|---|---|---|---|---|---|---|
| Wei, Jen-Yu | ROC | Male | V | V | |||
| Lin, Chin-Mao | ROC | Male | V | V | |||
| Chiu, Sheng-Min | ROC | Male | V | V |
| Professional Background | Professional Knowledge and Skills | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Diversity Items Name of Director |
Acc oun ting |
Law | Ind ustr y |
Fin anc e |
Tec hno log y |
Ab ility to jud ma gm ke ent ope s. rati ona l |
Acc oun ting ana and lysi s. fin anc ial |
Bus ine ss a dm inis trat ion |
Cri sis ma nag em ent |
Ind ustr y K now ledg e. |
Vis ion of the glo bal ma rke t. |
dec isio Lea n-m der ship akin and g sk ills |
| Chen, Chi-Ming | V | V | V | V | V | V | V | V | V | |||
| Chen, Su-Hui | V | V | V | V | ||||||||
| Chen, Min-Min | V | V | V | V | ||||||||
| Wang, Ming-Lang | V | V | V | V | V | |||||||
| Chien, Jui-Yao | V | V | V | V | V | V | V | V | ||||
| Tsai Ching-Mei | V | V | V | V | V | V | ||||||
| Wei, Jen-Yu | V | V | V | V | V | V | V | V | V | |||
| Lin, Chin-Mao | V | V | V | V | V | V | V | V | V | |||
| Chiu, Sheng-Min | V | V | V | V | V | V | V | V | V |
Specific management objectives of the diversity policy and the current status:
| Diverse management objectives | Achievement |
|---|---|
| The number of directors taking concurrent positions as the Company's managers shall not exceed 1/3 of the board seats. |
Achieved |
| At least one female board member | Achieved |
| Independent directors shall not serve more than three terms | Achieved |
(2)Independence of the board of directors: State the number and proportion of board members who are independent directors, and state that the board is independent, and explain with reasons whether there are no circumstances related to items 3 and 4 stipulated in Article 26-3 of the Securities and Exchange Act, including a description where the directors, supervisors, or directors and supervisors are spouses and relatives within the second degree of kinship.
At present, the Company has nine board members, including five directors and four independent directors. Independent directors account for 44% of the seats, and the board is independent in exercising its duties.
There should be more than half of directors who are not spouses or relatives within the second degree of kinship. Currently, there are three directors who are relatives within the second degree of kinship. Therefore, there is no circumstance meeting the description of Item 3 and 4 of Article 26-3 of the Securities and Exchange Act.
| Remarks | Note 1 | |||||||
|---|---|---|---|---|---|---|---|---|
| April 29, 2025 | A managerial officer in | onship Relati |
Nil | |||||
| spouse or within blood the relationship of a relatives within the second degree of kinship. |
Name | Nil | ||||||
| Positio n titles |
Nil | |||||||
| Current positions concurrently serving in another company. | Energy Co., Ltd.'s juristic person director's representative; Tai Ling Energy Technology Giga Solar Materials Corporation's juristic person chairman's representative; Whole Sun Green Power Co., Ltd.'s juristic person chairman's representative; Whole Max Green Ltd.'s juristic person chairman's representative; Hunjin Enterprise Inc.'s juristic person Whole Energy Co., Ltd.'s juristic person chairman's representative; Whole Wing Energy Co., Ltd.'s juristic person chairman representative; Whole Fund Energy Co., Ltd.'s juristic person chairman's representative; Huiqun Energy Co., Ltd.'s juristic person chairman's representative; Green Energy Electrode, Inc.'s director's representative; Yancheng Giga Solar Materials Corporation's juristic person director's Materials Corporation's juristic person director's representative; Giga Solar Materials Corporation's juristic person chairman's Materials Corporation's juristic person chairman's Wisdom Field Limited's juristic person chairman's representative; Merchant Energy Pte. Ltd.'s juristic person director's representative; Sunshine Solar Power Generation Co., Inc.'s juristic Wholesun Energy Philippines Inc.'s juristic person director's representative; Yuan Deng Solar Energy Co., Ltd.'s juristic person chairman's representative; Yi-Jia Energy Co., Ltd.'s juristic person chairman's representative; Li-Cheng Energy Co., Ltd.'s juristic person chairman's representative; Shuoyitai Green Corporation's juristic person chairman's representative; Ri Fa Green Power Co., Ltd.'s juristic person chairman's representative; Giga Energy Co., Ltd.'s juristic person chairman's representative; Jin Ya Xing Optoelectronics Co., Ltd.'s juristic person Yunhui Energy Co., Ltd.'s juristic person chairman's representative; Mingxiang Energy Co., Ltd.'s juristic person chairman's representative; Gigastorage Power Co., Ltd.'s juristic person chairman's representative; Heju No.1 Co., Power Co., Ltd.'s juristic person chairman's representative; Ya Fei Solar Energy Co., person representative; EIWA Electric Power Co., Inc.'s Executive Director; Corporation's juristic Ltd.'s juristic person chairman's representative. Diamond Materials person director's representative; Giga Giga Diamond chairman representative; Giga Specialty chairman's representative; Yancheng Mi representative; representative; Ho director; |
|||||||
| Major academic hands-on career credentials and |
experience | Department, Feng Chia Cooperative Bank Co., Banking & Insurance Manager of Taiwan University Ltd. |
||||||
| shares held in the names of Number of others |
olding Shareh ratio |
- | ||||||
| ber of share Num s |
- | |||||||
| spouse and minor Shares held by child(ren) |
Sharehol ding ratio |
- | ||||||
| Number of shares |
- | |||||||
| Shareho lding ratio |
3.72% | |||||||
| Number of shares held | Number of shares |
13,060,000 | ||||||
| Date when elected (to |
the office) | Male January 23, 2017 |
||||||
| Gend er | ||||||||
| Name | Chi-Ming Chen, |
|||||||
| Nation ality |
China Repub lic of |
|||||||
| Position titles |
Chairman manager General & |
(II) Information of general manager, vice general manager, senior manager, department or branch head
| Nil Nil Whole Max Green Power Co., LTD., supervisor Nil |
Accounting, University Department, Feng Chia Instrument Control, Assistant Manager, Accounting Head, SOLUTION INC. of Pennsylvania Deloitte Touche Natural Control EON SILICON Department of Taiwan Glass Engineering Corporation Financial & University Taiwan |
- - |
- - |
- - |
- - - |
0.07% - |
245,419 | February 1, June 4, 2017 2016 |
Fema Male le |
Where the Company's Chairman and the general manager or the one of equivalent position (the highest managerial officer) are in a same person, or as spouse to each other or blood relatives within the first degree of kinship, the Company should explain the reason why, the rationality, indispensability and countermeasures (e.g. increase the seat(s) of independent director(s), with one half majority of the directors not being an employee or a managerial officer) and such information. Sheng-Ch Tsai, Jyh Yang Pyng ung ng |
Note 1: China China Repub lic of Repub lic of Manager manager Departme Head of Finance Senioe |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Male July 6, 2011 | Jiang-Chi | China general |
Note2: Vice general manager Huang, Sung-Hsiu retired on April 1, 2024. Vice general manager Lin, Jiang-Ching resigned on January 1, 2025.
position as general manager.
The company appointed Mr. Chung, Kao Yuan as the general manager on April 1, 2024, and at the same time dismissed the former chairman Chen, Chi-Ming from his concurrent
II. Remuneration to the Directors, General Manager and Vice General Manager(s) in the Past Year
(I) Remuneration to general director and independent director (with disclosure of names and terms of payment): 2024 Year
| Remunerations coming from investees or parent company beyond the subsidiaries (Note 11) |
6 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 Expressed in Thousand NT Dollars | Percentage taken by | next loss after tax (Note seven items in A, B, C, D, E, F & G and the 10) |
company( All |
contained ies) |
Statement within the Financial |
(Note 7) | 7,770 2.5784 |
20 0.0066 |
180 0.0597 |
40 0.0133 |
215 0.0715 |
663 0.2200 |
326 0.1082 |
306 0.1015 |
540 0.1792 |
265 0.0879 |
| The Company | 1.3796 4,158 |
0.0066 20 |
0.02653 80 |
0.0133 40 |
10 0.0033 |
0.2200 663 |
0.1082 326 |
0.1015 306 |
0.1792 540 |
0.0879 265 |
||||||
| All company(ies) contained within |
Statement (Note 7) the Financial |
Amoun t in |
sticks | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Remuneration to employees (G) (Note 6) |
Amou nt in |
cash | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| The Company | Amou nt in |
sticks | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Amou nt in |
cash | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
| Relevant remuneration paid to employees serving concrete posts | Retirement pension (F) |
company( All |
contained ies) |
Statement within the Financial |
(Note 7) | 0 | 0 | 0 | 0 | 11 | 28 | 0 | 0 | 0 | 0 | |
| The Company | 0 | 0 | 0 | 0 | 0 | 28 | 0 | 0 | 0 | 0 | ||||||
| and extraordinary pay Salaries, incentives (Note 5) (E) |
company( All |
contained ies) |
within the Statement Financial |
(Note 7) | 857 | 0 | 0 | 0 | 194 | 595 | 0 | 0 | 0 | 0 | ||
| The Company | 857 | 0 | 0 | 0 | 0 | 595 | 0 | 0 | 0 | 0 | ||||||
| Percentage taken by | & D and the next loss four items in A, B, C after tax |
company( All |
contained ies) |
within the Statement Financial |
(Note 7) | 2.2940 6,913 |
0.0066 20 |
0.0597 180 |
0.0133 40 |
0.0033 10 |
40 0.0133 |
0.1082 326 |
0.1015 306 |
0.1792 540 |
0.0879 265 |
|
| The Company | 1.0952 3,301 |
0.0066 20 |
0.02653 80 |
0.0133 40 |
0.0033 10 |
40 0.0133 |
0.1082 326 |
0.1015 306 |
0.1792 540 |
265 0.0879 |
||||||
| Business execution (Note 4) fee (D) |
company( All |
contained ies) |
within the Statement Financial |
(Note 7) | 220 | 20 | 180 | 40 | 10 | 40 | 150 | 130 | 180 | 80 | ||
| The Company | 120 | 20 | 80 | 40 | 10 | 40 | 150 | 130 | 180 | 80 | ||||||
| Remuneration to directors (C) (Note 3) |
All | company(ies ) contained |
Statement within the Financial |
(Note 7) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| The Company | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| Remuneration to directors | Retirement pension (B) |
company( All |
contained ies) |
within the Statement Financial |
(Note 7) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| The Company | 0 | 0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 | 0 | 0 | 0 | ||||||
| Remuneration (A) (Note 2) |
company( All |
contained ies) |
Statement within the Financial |
(Note 7) | 6,693 | 176 | 176 | 360 | 185 | |||||||
| The Company | 3,181 | 0 | 0 | 0 | 0 | 0 | 176 | 176 | 360 | 185 | ||||||
| Name | Chi-Ming Chen, |
Chen-Shen Huang, g |
Su-Hui Chen, |
His-Kun Wu, |
Min-Chun Chen, |
Chen, Min Min |
Ming-Lang Wang, |
Jui-Yao Chien, |
Ching-Mei Tsai |
Jen-Yu Wei, |
||||||
| Position titles |
Chairman | Director (Note12) |
Director | Director (Note12) |
Director (Note12) |
Director (Note13) |
(Note12&13) Director |
(Note12&13) Director |
Independent director |
Independent director (Note13) |
| Independent (Note13) director |
Chin-Mao Lin, |
185 | 185 | 0 | 0 | 0 | 80 | 80 | 265 0.0879 |
0.0879 265 |
0 | 0 0 |
0 | 0 | 0 | 0 | 0.0879 265 0 |
265 0.0879 |
Nil | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent (Note13) director |
Sheng-Min Chiu, |
185 | 185 | 0 | 0 | 0 | 0 | 70 | 70 | 255 0.0846 |
0.0846 255 |
0 | 0 0 |
0 | 0 | 0 | 0 | 0.0846 255 0 |
255 0.0846 |
Nil |
| 1. | Please elaborate on the policy, system, standards/criteria and structure of remuneration granted to the independent directors and further point out the relevance among their duties and responsibilities, risks, time invested and such factors with the | |||||||||||||||||||
| amounts of their remunerations: Articles of Incorporation. |
The issues linked up with the duties and responsibilities of the Company's independent directors, we have faithfully handled in accordance with the "Scope of the Functions of Independent Directors" unless otherwise specified in laws and | |||||||||||||||||||
| procedures and do not participate in distribution of the Company's earnings. | In accordance with the Company's "Articles of Incorporation" and "Scope of the Functions of Independent Directors," the Company's independent directors shall be granted with fixed remuneration on a monthly basis in accordance with the legal | |||||||||||||||||||
| issues: | The Company's independent directors shall engage in continued refresher educational & training programs with relevant courses and shall check and verify the Company's audit reports and perform the supervisory obligations on the following | |||||||||||||||||||
| III. Check and review the internal control system enacted or updated by the Company. II. Annual financial statements and semiannual financial statements. I. The Company's operating plans: |
IV. Check and verify the Procedures for the Acquisition or Disposal of Assets, Derivative Financial Instruments Transaction, Loaning of Funds and Making of Endorsements/Guarantees and those major financial activities enacted and updated by | |||||||||||||||||||
| V. The issues involving their personal interests and relationship. the Company. |
||||||||||||||||||||
| VII. | VIII.Public offering, issuance or private placement of equity-oriented negotiable securities. Major loaning of funds and making of endorsements/guarantees VI. Transactions in major assets or derivative financial instruments. |
|||||||||||||||||||
| IX. Appointment, discharge and remuneration to the certifying certified public accountants. X. Appointment, discharge of financial, accounting heads and internal auditors. |
XI. Other significant issues according to laws, Articles of Incorporation, subject to resolution by the shareholders' meeting, to be reported to the board of directors or according to the provisions of the competent authority(ies). | |||||||||||||||||||
| 2. | regular employee): None. | Other than those disclosed through the aforementioned Table, the remuneration received by the Company's directors for services rendered toward all company(ies) contained within the Financial Statement (e.g. serving as a consultant not as a | ||||||||||||||||||
| Degree scale table of re | munerations | |||||||||||||||||||
| Names of directors | ||||||||||||||||||||
| Degree scale of remunerations paid to the | (A+B+C+D) | Total amount of the remunerations under four paragraphs above | Total amount of the remunerations under seven paragraphs above (A+B+C+D+E+F+G) |
|||||||||||||||||
| Company's directors | The Company (Note 8) | All company(ies) contained within the Financial Statement(Note 9) |
The Company (Note 8) | All company(ies) contained | within the Financial Statement(Note 9) |
|||||||||||||||
| Huang, Chen-Shen; Su-Hui; |
Wu, His-Kun; | Chen, | Chen, | Huang, Chen-Shen; Su-Hui; |
Wu, His-Kun; | Chen, Chen, |
Su-Hui; | Wu, His-Kun; Huang, Chen-Shen; |
Chen, | Chen, | Huang, Chen-Shen; Su-Hui; |
Chen, Wu, His-Kun; |
Chen, | |||||||
| Min-Chun; Chen, Min- Min; Wang, Ming-Lang; |
Chien, | Wang, Ming-Lang; | Min-Chun; Chen, Min- Min; | Chien, | Min; | Wang, Ming-Lang; Min-Chun; Chen, Min |
Min; | Min-Chun; Chen, Min | Wang, Ming-Lang; | |||||||||||
| Below NT\$1,000,000 | Jui-Yao; | Tsai Ching-Mei; | Wei, | Jui-Yao; | Tsai Ching-Mei; | Wei, | Chien, Jui-Yao; | Tsai | Chien, Jui-Yao; | Tsai | ||||||||||
| Sheng-Min Jen-Yu; |
Lin, Chin-Mao; | Chiu, | Sheng-Min Jen-Yu; |
Lin, Chin-Mao; | Chiu, | Ching-Mei; Chin-Mao; |
Wei, Jen-Yu;Lin, Chiu, Sheng-Min |
Ching-Mei; Chin-Mao; |
Wei, Jen-Yu;Lin, Chiu, Sheng-Min |
|||||||||||
| NT\$1,000,000 (inclusive)–NT\$2,000,000 (exclusive) |
| NT\$2,000,000 (inclusive)–NT\$3,500,000 (exclusive) NT\$3,500,000 (inclusive)–NT\$5,000,000 (exclusive) |
Chen, Chi-Ming | Chen, Chi-Ming | ||
|---|---|---|---|---|
| NT\$5,000,000 (inclusive)–NT\$10,000,000 (exclusive) | Chen, Chi-Ming | Chen, Chi-Ming | ||
| NT\$10,000,000 (inclusive)–NT\$15,000,000 (exclusive) | ||||
| NT\$15,000,000 (inclusive)–NT\$30,000,000 (exclusive) | ||||
| NT\$30,000,000 (inclusive)–NT\$50,000,000 (exclusive) | ||||
| NT\$50,000,000 (inclusive)–NT\$100,000,000 (exclusive) | ||||
| NT\$100,000,000 up | ||||
| Total | Twelve persons in total | Twelve persons in total | Twelve persons in total | Twelve persons in total |
| Note 1: The names of directors shall be enumerated respectively (a corporate shareholder shall respectively enumerate the name of the juristic person and the representative thereof) and shall, respectively, enumerate general directors and independent directors to disclose the amounts of various payables to them in aggregation. In the event |
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| that where the chairman concurrently serves as the general manager or vice general manager, the Company should fill up this Table and the remunerations paid to the | ||||
| Note 2: Referring to the remuneration to directors paid in the latest year (2024) (including the directors' salaries, job allowance, severance pay, various incentives, awards, and general manager or vice general manager. |
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| the like). | ||||
| Note 3: To be filled with the amount of remuneration to directors as resolved in the latest board of directors meeting Resolved on | March 28, 2025 , No remuneration to | |||
| Note 4: Referring to the business implementation fees paid in the latest year (2024 ) (including business traffic allowance, special expenditures, various allowances, dorm and employees and remuneration to directors were granted in 2024 as the Company accumulated losses. |
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| vehicle and such provision of objects in kind). In case of provisions of housing, vehicle, other transportations or expenditures specifically belonging to the individuals, | ||||
| the Company should disclose the attribute and cost of such assets, the rent, fuel cost and other payments counted at the fair prices in the markets. | Where a chauffeur is | |||
| provided, please remark the remuneration paid to that chauffeur which, nevertheless, shall not be counted into the routine remuneration. | ||||
| Note 5: Referring to the business implementation fees paid in the latest year (2024) (including business traffic allowance, special expenditures, various allowances, dorm and vehicle and such provision of objects in kind) granted to a director who concurrently serves as an employee (including concurrently serving as the general manager, vice |
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| general manager, other managerial officer and employee) In case of provisions of housing, vehicle, other transportations or expenditures specifically belonging to the | ||||
| individuals, the Company should disclose the attribute and cost of such assets, the rent, fuel cost and other payments counted at the fair prices in the markets. | Where a | |||
| chauffeur is provided, please remark the remuneration paid to that chauffeur which, nevertheless, shall not be counted into the routine remuneration. Besides such | ||||
| payments recognized based on IFRS 2 "shares-based payment," including acquisition of employee stock option certificates, new shares with restricted interests to | ||||
| Note 6: Referring to the remuneration to employees obtained by a director who concurrently serves as an employee in the most recent year (2024) (including concurrently employees and participation in subscription to shares under capital increase through cash injection should be counted into the remuneration. |
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| serving as the general manager, vice general manager, other managerial officer and employee) (including stocks and cash): The Company resolved through its board of | ||||
| directors on March 28, 2025 , that in 2024, with accumulated losses, the Company could not grant remuneration to employees and remuneration to directors in that year . | ||||
| Note 7: The Company shall disclose the total amount of all sorts of remunerations granted to directors of all companies (including the Company). | ||||
| Note 8: For the total remuneration paid by the Company to each and every director, the Company shall disclose the names of directors in the respective scales. | ||||
| Note 9: The Company shall disclose the total amount of remunerations to each and every director of the Company paid by all companies covered within the consolidated | ||||
| Note 10: The net loss after tax referring to the latest year (2024)the net loss after tax in the entity or individual financial statements in the amount of NT\$301,362 thousand. financial statements (including the Company) and shall disclose the names of directors attributed to the scale table. |
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| Note 11: a. This box should be filled dup with relevant remunerations received by the Company's directors from the external investees or the parent company beyond the | ||||
| subsidiaries (Please fill with none if N/A). |
than a subsidiary in the capacities of director and supervisor or managerial officer (including remuneration payable to employee, directors and supervisors) and for the expense required for implementation of business operation.
* The contents of the remuneration disclosed under this Table differ from the concept depicted in the Income Tax Act. This Table, therefore, functions for Note12: Director Wu, His-Kun and Huang, Chen-Sheng, as well as independent director Wang, Ming-Lang and Chien, Jui-Yao resigned after the annual shareholders' meeting
on June 26, 2024; Director Chen, Min-Chun resigned on March 7, 2024.
Note13: Director Chen, Min-Min, Wang, Ming-Lang and Chien, Jui-Yao, as well as independent director Wei, Jen-Yu, Lin, Chin-Mao and Chiu, Sheng-Min assumed office following the re-election at the annual shareholders' meeting on June 26, 2024. (II) Remuneration paid to the general manager and vice general manager (In the method of disclosure of names assembled in coordination with the scale): Year 2024
| 3 1,660 0 1,291 Remuneration received from investees or subsidiary company beyond a (Note 9) parent 0.2844 0.4477 857 1,350 759 0.2522 0.4989 1,503 & D and the net loss after tax All company(ies) contained within the (%) (Note 8) Financial Statement (Note 5) 0.2844 0.4477 857 1,350 759 0.2522 0.4989 1,503 Company The 0 0 0 0 Amount Amount of remuneration to employees (D) sticks All company(ies) in contained within the Financial 0 0 0 0 Amount in cash Statement (Note 5) Note 4 0 0 0 0 Amount in sticks The Company 0 0 0 0 Amount in cash 0 137 0 143 All company(ies) contained within the allowances (C) Financial Statement (Note 3) (Note 5) 0 137 0 143 Company The 0 70 247 81 All company(ies) contained within the Financial Statement |
Incentives and special | The total percentage of A, B, C | ||||||
|---|---|---|---|---|---|---|---|---|
| (Note 5) 0 70 247 81 Company The 857 512 1,279 1,143 All company(ies) contained within the |
Salaries (A) (Note 2) |
Retirement pension (B) | ||||||
| Financial Statement (Note 5) |
||||||||
president, Chief Executive Officer (CEO), chief superintendent …) should be disclosed in full.
December 31, 2024 Expressed in Thousand NT Dollars
20
| The scale internal of remuneration paid to the Company's | Names if manager and vice general managers. | |
|---|---|---|
| general manager and vice general managers. | The Company (Note 6) | Parent company and all investees (Note 7) E |
| Below NT\$1,000,000 | Huang, Sung-Hsiu Ming; Chen, Chi- |
Huang, Sung-Hsiu Ming; Chen, Chi- |
| NT\$1,000,000 (inclusive)–NT\$2,000,000 (exclusive) | Lin, Jiang-Ching Chung, Kao-Yuan; |
|
| NT\$2,000,000 (inclusive)–NT\$3,500,000 (exclusive) | Chung, Kao-Yuan; Lin, Jiang-Ching | |
| NT\$3,500,000 (inclusive)–NT\$5,000,000 (exclusive) | ||
| NT\$5,000,000 (inclusive)–NT\$10,000,000 (exclusive) | ||
| NT\$10,000,000 (inclusive)–NT\$15,000,000 (exclusive) | ||
| NT\$15,000,000 (inclusive)–NT\$30,000,000 (exclusive) | ||
| NT\$30,000,000 (inclusive)–NT\$50,000,000 (exclusive) | ||
| NT\$50,000,000 (inclusive)–NT\$100,000,000 (exclusive) | ||
| NT\$100,000,000 up | ||
| Total | Four people in total | Four people in total |
| Note 1: The names of the general manager and the vice general manager should be enumerated respectively to disclose the amounts of various payments summarily. | Where a | |
| director concurrently serves the general manager or vice general manager, the Company should fill up this Table and Table of Remunerations paid to General Directors | ||
| and Independent directors. | ||
| Note 3: This should be filled with a variety of incentives, incentive bonuses, business traffic allowance, special allowance, dorms, vehicles and such objects in kind in the last Note 2: This should be filled with the salaries, job allowance, severance pays granted in the last year 2024. |
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| year 2024. In case of provisions of housing, vehicle, other transportations or expenditures specifically belonging to the individuals, the Company should disclose the | ||
| attribute and cost of such assets, the rent, fuel cost and other payments counted at the fair prices in the markets. | Where a chauffeur is provided, please remark the | |
| remuneration paid to that chauffeur which, nevertheless, shall not be counted into the routine remuneration. Besides such payments recognized based on IFRS 2 | ||
| "shares-based payment," including acquisition of employee stock option certificates, new shares with restricted interests to employees and participation in subscription to | ||
| Note 4: This should be filled with the amounts of remunerations paid to the general manager, vice general manager and such staff in the latest year (including cash and stocks). shares under capital increase through cash injection should be counted into the remuneration. |
||
| The Company's board of directors resolved on | March 28, 2025 , that in 2024, with accumulated losses, the Company could not grant remuneration to employees and | |
| remuneration to directors in that year . | ||
| manager and vice general Note 5: The total amount payable to the general |
manager of the Company from all (including stocks and cash) companies covered within the | |
| Note 6: The total amount of various remunerations paid by the Company to the general manager and vice general manager. The Company should disclose the names of the consolidated financial statement (including the Company itself). |
||
| general manager and vice general managers in the attributed scale table. | ||
| Note 7: The total amount payable to the general manager and vice general manager of the Company from all companies covered within the consolidated financial statement | ||
| (including the Company itself). The Company should disclose the names of the general manager and vice general managers in the attributed scale table. | ||
| Note 8: The net loss after tax refers to the latest year (2024), as the net loss after tax as of the entity or individual financial statements in that year, in the amount of NT\$301,362 |
Degree scale table of remunerations
thousand.
| parent | All | company(ies) All |
All | All | All | Position | ||
|---|---|---|---|---|---|---|---|---|
| Remuneration received from investees or |
The total percentage of A, B, C & D and the net loss after tax (%) (Note 6) |
Amount of remuneration to employees (D) Note 4 |
Incentives and special allowances (C) (Note 3) |
Retirement pension (B) | Salaries (A) (Note 2) |
|||
| December 31, 2024 Expressed in Thousand NT Dollars | ||||||||
| ms mes and ter |
with individual disclosure of their na ment heads ( |
muneration payable to depart | mpany's top five payees for the re Note 1) ment ) ( |
muneration pay | (III) The Co of re |
|||
| Note 10: The Company appointed Mr. Chung, Kao Yuan as the general manager on April 1, 2024, and at the same time dismissed the former chairman Chen, Chi-Ming from * The contents of the remuneration disclosed under this Table differ from the concept depicted in the Income Tax Act. This Table, therefore, functions for |
his concurrent position as general manager. Vice general manager Huang, Sung-Hsiu retired on April 1, 2024. | |||||||
| parent company as directors and supervisors, managerial officers and such capacity (including remuneration to employees, remuneration to directors and supervisors) and | remuneration and the fees paid for their execution of business operation. | |||||||
| c. The term "remuneration" refers to the remuneration received by the Company's general manager and vice general manager while they serve with the investees or the | company and all investees." | |||||||
| consolidate the remunerations from the investees or parent company other than subsidiaries into Box E of the scale table and change the title of that box into "Parent |
Note 9: a. The Company shall expressly fill in the amounts of relevant remunerations to the general manager and vice general manager from the investees or parent company
b. Where the Company's general manager and vice general manager receive remunerations from the investees or parent company other than subsidiaries, the Company shall
other than subsidiaries (Please fill with "none" if not applicable).
| Remuneration received from investees or |
subsidiary company beyond a parent |
(Note 7) | 3 | 1,660 | 1,291 | 0 | 6 |
|---|---|---|---|---|---|---|---|
| The total percentage of A, B, C & D and the net loss after tax (%) (Note 6) |
the company(ies) contained within All |
Statement Financial (Note 5) |
0.2844 857 |
0.4477 1,350 |
1,503 0.4989 |
0.6044 1,821 |
0.6507 1,961 |
| The | Company | 0.2844 857 |
0.4477 1,350 |
0.4989 1,503 |
0.6044 1,821 |
0.6507 1,961 |
|
| company(ies) contained within the Financial Statement |
Amount in sticks |
0 | 0 | 0 | 0 | 0 | |
| Amount of remuneration to employees (D) Note 4 |
(Note 5) All |
Amount in cash |
0 | 0 | 0 | 0 | 0 |
| The Company | Amount sticks in |
0 | 0 | 0 | 0 | 0 | |
| Amount in cash |
0 | 0 | 0 | 0 | 0 | ||
| Incentives and special allowances (C) (Note 3) |
the company(ies) contained within All |
Statement Financial (Note 5) |
0 | 137 | 143 | 170 | 190 |
| Company The |
0 | 137 | 143 | 170 | 190 | ||
| Retirement pension (B) | the company(ies) contained within All |
Statement Financial (Note 5) |
0 | 70 | 81 | 96 | 106 |
| The | Company | 0 | 70 | 81 | 96 | 106 | |
| Salaries (A) (Note 2) |
the company(ies) contained within All |
Statement Financial (Note 5) |
857 | 1,143 | 1,279 | 1,555 | 1,665 |
| The | Company | 857 | 1,143 | 1,279 | 1,555 | 1,665 | |
| Name | Chi-Ming Chen, |
Kao-Yuan Chung, |
Jiang-Ching Lin, |
Sheng-Chung Yang |
Jyh- Pyng Tsai, |
||
| Position titles |
Manager (Note 8) General |
Manager (Note 8) General |
Vice general manager |
Manager Senioe |
Department of Finance Head of |
- Note 1: The term "top five heads with higher remunerations" as set forth herein denotes the managerial officers which shall be officially defined in accordance with the applicable scope of "managerial officers" under Decree Tai-Tsai-Z-III-Zi 0920001301 dated March 27, 2003 of the Securities & Futures Commission, Ministry of Finance. As to the principles to recognize the "top five heads with higher remunerations," the Company shall count the salaries, retirement pension, incentive awards and special allowance received by the managerial officers from all company(ies) contained within the Financial Statement along with the total of employee remuneration (i.e. the aggregate total of A+B+C+D) to obtain the top five by that order. Where a director serves concurrently the aforementioned department head, the Company shall duly fill the present Table and the Table for the Remunerations for Ordinary Directors and Independent Directors. .
- Note 2: This should be filled with the salaries, job allowance, severance pay received by the top five department heads in the latest year 2024.
- Note 3: This should be filled with various incentives, awards, business traffic allowance, special allowance, various subsidies, dorm, vehicle and such objects in kind and other remuneration received by the top five department heads in the latest year 2024. In case of provisions of housing, vehicle, other transportations or expenditures specifically belonging to the individuals, the Company should disclose the attribute and cost of such assets, the rent, fuel cost and other payments counted at the fair prices in the markets. Where a chauffeur is provided, please remark the remuneration paid to that chauffeur which, nevertheless, shall not be counted into the routine remuneration. Besides such payments recognized based on IFRS 2 "shares-based payment," including acquisition of employee stock option certificates, new shares with restricted interests to employees and participation in subscription to shares under capital increase through cash injection should be counted into the remuneration.
- Note 4: This space should be filled with the amounts of the remuneration to employees distributed toward the top five department heads as resolved in the recent year 2024 (including stocks and cash). As resolved in the Company on March 28, 2025, that in 2024, with accumulated losses, the Company could not grant remuneration to employees and remuneration to directors in that year .
- Note 5: The Company shall disclose the aggregate total amount of various remunerations received by the top five department heads of the Company paid by all companies covered within the consolidated financial statement (including the Company itself)
- Note 6: The net loss after tax refers to the net loss shown in the individual or entity financial statements in the latest year 2024, in amount of NT\$301,362 thousand.
- Note 7: a. This box should be expressly filled with the top highest department heads in terms of the remunerations received from the investees or parent company other than subsidiaries. (Please enter "none" if not applicable)
- b. The term "remuneration" as set forth herein denotes the remuneration, payments (including remuneration to employees, remuneration to directors and supervisors) and payment for implementation of business performance received by the top five highest department heads of the Company serving with investees and parent company other than subsidiaries in the capacities of directors and supervisors, managerial officers.
- Note 8: The Company appointed Mr. Chung, Kao Yuan as the general manager on April 1, 2024, and at the same time dismissed the former chairman Chen, Chi-Ming from his concurrent position as general manager.
-
* The remuneration disclosed in this table differs from the concept of income under the Income Tax Act; therefore, the purpose of this table is for information disclosure only and not for taxation purposes.
-
(IV) Names of the managerial officers having been distributed with the remuneration to employees and the facts of distribution Here at the Company as resolved by the board of directors on March 28, 2025, the Company accumulated losses would not distribute remuneration to directors and remuneration to employees in 2024.
- (V) Respectively provide a comparative explanation of the percentage of the total remuneration distributed by the Company and all companies covered within the consolidated financial statement to the Company's directors and supervisors, general manager, vice general manager to the net profit after tax as shown through the entities or individual financial statements with analysis with explanation of the policies, standards/criteria and portfolio of remuneration payment, the procedures to fix the remunerations and the relevance between the business performance and future risks.
-
- Percentage of the total amount of remuneration to the net profit (net loss) after tax .
| Year | 2023 | 2024 | ||
|---|---|---|---|---|
| Items | The Company |
All company(ies) contained within the Financial Statement |
The Company |
All company(ies) contained within the Financial Statement |
| Remuneration to directors |
(1.82%) | (3.19%) | (2.30%) | (3.60%) |
| Remuneration to supervisors |
Not applicable (Note 2) |
Not applicable (Note 2) |
Not applicable (Note 2) |
Not applicable (Note 2) |
| Remuneration to the general manager and vice general manager |
(2.83%) | (3.85%) | (1.48%) | (1.48%) |
Note 1: Here at the Company, the board of directors resolved on March 28, 2025 that where in 2024, the Company accumulated losses and, as a result, the remuneration to employees or remuneration to directors should be distributed. .
At the Company in Year 2023, the net loss after tax came to NT\$347,720 thousand.; in 2024, the net loss after tax came to NT\$301,362 thousand.
Note 2: The Company already set up the Audit Committee system so there is no longer a supervisor.
-
- In terms of the relevancy among remuneration granting policy, standard portfolio, procedures to set remuneration, business performance and future risks:
- (1) In terms of the remuneration granting policy, standard portfolio:
- The Company's policy for the payment of remuneration to directors is that, except for directors with employee status, we do not provide directors' salaries, severance pay, or various bonuses. According to Article 23 of the Company's articles of association, the remuneration or salary of an employee director of the Company for performing duties must be paid to
him regardless of the Company's profits or losses. Their remuneration is authorized to be determined by the board of directors based on their level of participation in the Company's operations and the value of their contributions, taking into account the usual standards of their peers. In addition, if the Company makes profits in the current year, in accordance with Article 28-1 of the Company's articles of association, an amount not exceeding 3% shall be allocated as director's remuneration, and independent directors shall not participate in the distribution of annual director's remuneration. The Company regularly evaluates the remuneration of directors in accordance with the "Performance Evaluation Measures of the Board of Directors," and the relevant performance evaluation and salary rationality are approved by the Salary and Remuneration Committee and the Board of Directors.
- The compensation for the Company's managers is stipulated in accordance with the salary management regulations, which includes various work allowances and bonuses to show appreciation and reward employees for their hard work. The related bonuses are also based on the Company's annual business performance, financial status, operational status, and personal work performance. If the Company makes a profit in the current year, in accordance with Article 28-1 of the Company's articles of association, no less than 4% and no more than 8% of the profits shall be distributed as employee compensation. The Company allocates manager compensation based on the achievement of annual goals, taking into account factors such as the contribution of each business unit to the Company's profits, the achievement rate of annual goals, and the effectiveness of actively participating in enterprise activities. Managers' annual goal setting must cover finance, customers, innovative learning, internal process improvement, corporate governance, social engagement, and environment. Active and measurable goals must be set. Goal progress must be reviewed on a quarterly basis so that action strategies can be adjusted any time.
- The combination of remuneration provided by the Company shall be in accordance with the organizational regulations of the Salary and Remuneration Committee, including cash remuneration, stock options, dividends, retirement benefits or resignation payments, shareholding trusts, various allowances, and other measures with substantial rewards. Its scope is consistent with the guidelines for directors and managers' remuneration in the annual reports of public companies.
- (2) Procedures to fix remuneration policies
In May 2022, the Company passed the remuneration payment method for directors, functional committees, and managers, clearly stipulating the remuneration payment procedures for directors, independent directors, functional committees, and managers. The summary is as follows:
Remuneration for directors:
- A. Director's remuneration: Except for directors with employee status, we do not provide directors' salaries, severance pay, or various bonuses. According to Article 28-1 of the Company's articles of association, it can only be distributed if the Company has a surplus situation. The salary and compensation committee shall consider the overall performance of the board of directors, the Company's operational performance, the Company's future operations, and risks, draft recommendations for the distribution of directors' remuneration, and submit a report to the shareholders' meeting after passing a resolution by the board of directors. Due to operating losses in 2024, there is no plan to distribute directors' remuneration. Provide only business execution fees.
- B. Directors with employee status are entitled to receive compensation based on their level of participation in the Company's operations, personal work performance, target achievement rate, contribution rate, and refer to factors such as salary levels in the same industry which will be discussed and agreed upon by the Salary and Remuneration Committee before being resolved by the board of directors. The same applies to salary adjustments.
- C. Independent directors: Independent directors do not participate in the annual distribution of directors' remuneration. Regardless of the Company's operating profit or loss, the Company still needs to pay fixed remuneration and business execution expenses to independent directors on a monthly basis.
Manager's remuneration:
- A. Employee compensation: In accordance with Article 28-1 of the Company's articles of association, the compensation committee shall consider the performance of individual managers, achievement of goals, degree of operational participation, and contribution, draft recommendations for the distribution of compensation for individual managers, and adopt a resolution of the board of directors.
- B. The Compensation Committee of our company may evaluate the performance of executives based on their level of involvement in the company's operations, achievement of goals, value of contributions, and
reference to similar industry salary levels. Formulate compensation that meets at least the average salary level (P50-P75) in the human resources market, and regularly review it annually. After the adjustment is proposed by the compensation committee, it shall be submitted to the board of directors for approval.
- C. If the manager of the Company resigns or retires, it shall be handled in accordance with the relevant regulations of the Company.
- D. The compensation for newly hired managers shall be determined by the Salary and Remuneration Committee based on the candidate's learning experience, professional ability, and labor market salary levels related to job responsibilities, and then submitted to the Board of Directors for approval before appointment.
- (3) The relevance between business performance and future risks
- The performance evaluation and salary compensation of the Company's directors and managers should not only refer to the salary level in the job market, but also consider their company's operating results and their contribution to the Company's performance. It is necessary to comprehensively consider the amount of salary and compensation, payment methods, and future risks of the Company, which are highly related to its operational responsibilities and overall performance.
- In order to improve the efficiency of our management team, the Company needs to regularly refer to industry salary and welfare standards, in order to retain outstanding managers and reduce the risk of management changes.
III. Performance in Corporate Governance
(I) Information of performance by the board of directors.
In 2024, the board of directors convened a total of eight board meetings.【A】The participation facts by the directors is as enumerated below:
| Position titles |
Name | Number of times in substantial participation (including guest participation) |
Number of times in participation through proxies |
Rate in substantial participation (including guest participation) (%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Chairman | Chen, Chi-Ming | 8 | 0 | 100% | |
| Director | Chen, Su-Hui | 8 | 0 | 100% |
| Position titles |
Name | Number of times in substantial participation (including guest participation) |
Number of times in participation through proxies |
Rate in substantial participation (including guest participation) (%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Director | Wu, His-Kun | 0 | 4 | 0% | Discharged from the directorship on June 26, 2024 |
| Director | Huang, Chen-Sheng |
0 | 2 | 0% | Discharged from the directorship on June 26, 2024 |
| Director | Chen, Min-Chun | 1 | 0 | 100% | Resigned on March 7, 2024 |
| Director | Chen, Min- Min | 4 | 0 | 100% | Appointed Director on June 26, 2024 |
| Independent director |
Wang, Ming-Lang | 8 | 0 | 100% | Discharged from the directorship on June 26, 2024 |
| Director | Appointed Director on June 26, 2024 |
||||
| Independent director |
Chien, Jui-Yao | 8 | 0 | 100% | Discharged from the directorship on June 26, 2024 Appointed Director |
| Director | on June 26, 2024 | ||||
| Independent | Tsai, Ching-Mei | 8 | 0 | 100% | |
| director | |||||
| Independent | Wei, Jen-Yu | 3 | 1 | 75% | Appointed Director |
| director | on June 26, 2024 | ||||
| Independent director |
Lin, Chin-Mao | 4 | 0 | 100% | Appointed Director on June 26, 2024 |
| Independent director |
Chiu, Sheng-Min | 4 | 0 | 100% | Appointed Director on June 26, 2024 |
Other entries as required:
- I. Whenever the operation by the board of directors meets any one among those circumstances enumerated below, the Company shall expressly declare the date, term, contents of agenda, opinions of all independent directors and the Company's response toward the opinions of the independent directors:
- (I) Particulars as set forth under Article 14–3 of the Securities and Exchange Act. Not applicable. The Company has duly set up Audit Committee and is subject to Article 14–5 of the Securities and Exchange Act.
-
(II) Other than the aforementioned issues, the objective or reserved opinions by the independent directors with written records or declaration in writing amidst the decisions resolved by the board of directors: Nonexistent
-
II. Execution on the withdrawal by the directors from their involvement in the interested issues. The Company should expressly elaborate on the name(s) of director(s), contents of agenda, cause of withdrawal and participation in voting process:
- (I) Date when the board meeting was convened: January 19, 2024 for the 10th board meeting of Session Ten.,
Contents of agenda: Distribution of year-end bonuses to the Company's directors and managerial officers in the year 2023 and adjustment of the meal allowance.
Directors withdrawing out of the involvement of interests: Chen, Chi-Ming, Chen, Su-Hui, Chen, Min-Chun.
Reasons for interest recusal and participation in voting: In accordance with Paragraph 2 of Article 206 of the Company Act, Chairman Chen, Chi-Ming was the Company's managerial officers amidst their involvement of interests. Director Chen, Su-Hui and Director Chen, Min-Chun were blood relative within the second degree of kinship of another director. Those persons should quit from the meeting and should not participate in discussion and voting process in accordance with the "Rules of Procedures Governing Board of Directors Meeting." Independent director Chien, Jui-Yao was elected from among independent directors themselves to act as the acting chairperson to preside over the discussion and voting process for the current issue.
Resolution of the Board of Directors: In addition to the above-mentioned directors recusing themselves due to conflicts of interests, the proposal was approved unanimously by other attending directors following an inquiry by the proxy chairperson.
(II) Date when the board meeting was convened: May 28, 2024 for the 12th board meeting of Session Ten.,
Contents of agenda: Appointment of General Manager of the Company and remuneration matters.
Directors withdrawing out of the involvement of interests: Chen, Chi-Ming, Chen, Su-Hui.
Reasons for interest recusal and participation in voting: In accordance with the provisions of Article 206, Paragraph 2 of the Company Law, Chairman Chen, Chi-Ming was involved in his own interests and Directors Chen, Su-Hui and Chen, Min-Chun within the second degree of kinship. Those persons should quit from the meeting and should not participate in discussion and voting process in accordance with the "Rules of Procedures Governing Board of Directors Meeting." The other attending directors then elected Director Chien, Jui-Yao as the proxy chairperson to hold the discussion and voting for this proposal.
Resolution of the Board of Directors: In addition to the above-mentioned directors recusing themselves due to conflicts of interests, the proposal was approved unanimously by other attending directors following an inquiry by the proxy chairperson.
(III) Date when the board meeting was convened: May 14, 2024 for the 13th board meeting of Session Ten.,
Contents of agenda: Lifting the non-competition restrictions on new directors and their representatives.
Directors withdrawing out of the involvement of interests: Chen, Chi-Ming, Chen, Su-Hui, Chien, Jui-Yao, Tsai, Ching-Mei.
Reasons for interest recusal and participation in voting: In accordance with the provisions of Article 206, Paragraph 2 of the Company Law, Chairman Chen Chi-Ming, Director Chen Su-Hui, Independent Director Chien, Jui-Yao and Independent Director Tsai, Ching-Mei should be exempted from the discussion and voting in accordance with the rules of the Board of Directors Deliberation Regulations. In this case, the chairman designated Wang, Ming-Lang, an independent director, as the acting chairman to preside over the discussion and voting of the case.
III. In case of TWSE/TPEx listed companies, the directors' self-evaluation (or evaluation by peers), the cycles, periods, scope, method of evaluation and contents of evaluation should be expressly disclosed.
| (I) The directors' self-evaluation (or evaluation by peers), the cycles, periods, scope, method of | |
|---|---|
| evaluation and contents of evaluation should be expressly disclosed. |
| ev Cy alu cle ati of on |
ev Pe alu rio ati d o on f |
Scope of evaluation |
Method of evaluation | Contents of evaluation |
|---|---|---|---|---|
| Ev alu ati on is pe rfo rm ed on an an nu al b asi s. |
Jan ua ry 1, 2 02 4 u nti l D ece mb er 31 , 2 02 4 |
Fu Ind Bo nc ard ivi tio du of na al b D l c ire oar om cto d o mi rs tte f d es ire cto rs me mb ers |
In-house evaluation by the board of directors Self-evaluation by directors themselves In-house evaluation by the Audit Committee In-house evaluation by the Remuneration Committee |
1. Performance by the board of directors is evaluated in five major aspects: A. Degree of their participation in the Company's business operation, B. Quality of the decisions resolved in the board of directors, C. The composition and structure of the board of directors, D. Election and continued refresher educational & training programs by directors. E. Internal control system. 2. Performance toward the individual the board of director members is evaluated in six major aspects: A. Domination of the Company's targets and duties, B. Upgrade toward the quality of policymaking process by the board of directors, C. Degree of participation in the Company's business operation, D. Efforts and communications toward in-house relationship, E Profession and continued refresher educational & training programs of directors. F. Internal control system 3. Performance toward the individual the Audit Committee is evaluated in five major aspects: A. Degree of participation in the Company's business operation, B. Awareness of the duties and responsibilities of the Audit Committee, C. Upgrade of the quality in policymaking |
| ev Cy alu cle ati of on |
ev Pe alu rio ati d o on f |
Scope of evaluation |
Method of evaluation | Contents of evaluation |
|---|---|---|---|---|
| process by the Audit Committee, D Composition and | ||||
| election of the members of the Audit Committee, E. |
||||
| Internal control system | ||||
| 4. Performance toward the individual the Remuneration | ||||
| Committee is evaluated in five major aspects: A. Degree | ||||
| of participation in the Company's business operation, B. | ||||
| Awareness of the duties and responsibilities of the | ||||
| Remuneration Committee, C. Upgrade of the quality in | ||||
| policymaking process of the Remuneration Committee, D. | ||||
| Composition and election of the members of the | ||||
| Remuneration Committee, E. Internal control system |
(II) The results of the 2024 performance appraisal are as follows:
The results of the 2024 performance appraisal of the board and functional committees have been reported at the board meeting on March 14, 2025
-
- The performance evaluation of the entire board: Includes five aspects and a total of 36 indicators, and the average score of each aspect is between 4.44 and 5 points (total score is 5 points). This indicates that the Board of Directors is functioning properly and in line with corporate governance requirements.
-
- The performance evaluation of each board member: Include six aspects and a total of 23 indicators, and the average score of each aspect is between 4.44 and 5 (total is 5 points), which shows that directors are rated positive in terms of the efficiency and effectiveness to the operation of the board.
-
- The performance evaluation of the audit committee: Includes five aspects and a total of 22 indicators, and the average score of each aspect is between 4.44 and 5 points (total score is 5 points), which shows that the overall operation of the audit committee is complete and complies with corporate governance requirements.
-
- The performance evaluation of the remuneration committee: Includes five aspects and a total of 18 indicators, and the average score of each aspect is between 4.33 and 5 points (total score is 5 points), which shows that the overall operation of the remuneration committee is complete and complies with corporate governance requirements.
- IV. The very targets to strengthen the professional function of the board of directors in the current year and in the latest year (e.g. the effort to set up Audit Committee, enhance information transparency and the like) and evaluation of the implementation.
| Strengthen functional objectives of the Board of Directors |
Evaluation of the implementation |
|---|---|
| Establishment of independent | The Company established the independent directors on June 23, |
| Strengthen functional | |
|---|---|
| objectives of the Board of | Evaluation of the implementation |
| Directors | |
| directors | 2016 in an attempt to strengthen the professional functions of the independent directors to oversee the operation of the board of directors. |
| Establishment of | The Company set up Remuneration Committee on October 28, |
| Remuneration Committee | 2011 to help the board of directors implement evaluation the Company's overall remuneration facts and welfare system. The Remuneration Committee reassesses the remuneration toward the directors and managerial officers to assure sound rationality. The Remuneration Committee convened two meetings during 2024. |
| Establishment of Audit Committee |
The Company set up Audit Committee on June 23, 2016 to exercise the responsibilities and powers bestowed under the Securities and Exchange Act, Company Act and other laws and ordinances concerned. In 2024, the Audit Committee convened five meetings in total. |
| Establishment of a | We set up a Nominating Committee on August 12, 2022 to |
| Nominating Committee | improve the nomination system for directors and senior managers. |
| Establishment of an | We set up an Enterprise Sustainable Development Committee on |
| Enterprise Sustainable Development Committee |
August 12, 2022. To fulfill the Company's social responsibility as a corporate citizen and keep abreast of international trends, we proactively facilitate and enhance our corporate governance functions related to sustainable development and corporate social responsibility, thereby achieving sustainable development. |
| Efforts to continually boost | Here at the Company, we have designated a dedicated institution |
| information transparency | to assume the responsibility to disclose and update the Company's information and to update the Company's website. |
| We have spared no effort to communicate with interested parties. |
The Company has set up both spokesman and acting spokesman. All interested parties are advised to take them as the very sound channel to communicate with the Company. Through shareholders' meeting convened every year, we accept proposals from shareholders within the specified time schedule. All shareholders entitled to proposal are advised to lodge their application during the specified timeframe. Toward the proposals so posed, the Company would convene the board of directors meeting for review. |
| Through such sound effort, we effectively upgrade the efficiency of operation and policymaking process capability of the board of directors. |
The Company has duly enacted "Rules of procedure for meetings of board of directors" to strengthen the thorough implementation of the professional function of the board of directors to boost the board of directors into benign development through the policymaking process. |
| Efforts to strengthen | In each and every year, the Company's directors shall participate |
| professional know-how | in and satisfactorily complete refresher educational & training programs in the hours satisfactory to the requirements by the competent authority(ies). We strongly encourage the board members to participate in a variety of professional training courses. During a board of directors meeting, we would publicize laws and ordinances concerned so as to faithfully comply with the requirements by law. |
| Establishment of corporate | As officially resolved in the board of directors on March 26, |
| Strengthen functional objectives of the Board of Directors |
Evaluation of the implementation |
|---|---|
| governance head | 2021, the Company duly set up the corporate governance head in an attempt to implement thoroughly corporate governance and boost the performance of the board of directors and to further help directors with relevant information required to implement the functions and render other support as necessary. |
(II) Performance of the Audit Committee:
Here at the Company, the Audit Committee of Session Three is organized by four independent directors who further elected Independent Director Tsai Ching-Mei to serve as the convener. The Audit Committee convenes a meeting on a quarterly basis to assume the responsibility to review the Company's financial statement to assure sound and fair expression, the appointment (discharge) of the certifying certified public accountants, their independence and performance to assure effective implementation of the Company's Internal control system, law compliance toward rules & regulations to firmly control and manage the Company's existence and potential risks.
Member professional qualifications and experience are as follows:For the professional qualifications and experience of members of the Audit Committee, please refer to the relevant content of this annual report "Two. Corporate Governance Report / I. Information on Directors, General Manager, Vice General Managers, Associate Managers, and Heads of Various Departments and Branches / (I) The information of directors / 3. Disclosure of professional qualifications of directors and independence of independent directors".
During Year 2024, the Audit Committee convened a total of five meetings. The annual highlights and issues of review primarily include:
- (I) Fair expression through the Company's financial statements.
- (II) Appointment (discharge) of the certifying certified public accountants, their capabilities and the certifying fees.
- (III) Effective implementation of the Company's Internal control system
- (IV) Transactions into major assets, derivative financial instruments. loaning of funds and endorsements/guarantees and the like.
- (V) Amendment to Procedures for the Acquisition or Disposal of Assets; Procedures to Engage in Transaction and Disposal of Derivatives, Procedures for Loaning of Funds to Others and endorsements/guarantees regulations.
- (VI) Exactly on the grounds of the annual auditing plans, we communicate with the head of internal audit about the result and report in audit.
- (VII) On a periodical basis, conduct interchanges with the Company's certifying certified public accountants focusing on the quarterly financial statement and the audit results.
- (VIII) Law compliance
| Position titles |
Name | Number of times in actual participations (B) |
Number of times in participation through proxies |
Rate in in actual participations (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Independent director (Convener) |
Tsai, Ching-Mei |
5 | 0 | 100% | |
| Independent director |
Wang, Ming-Lang |
2 | 0 | 100% | Discharged from the directorship on June 26, 2024 |
| Independent director |
Chien, Jui-Yao |
2 | 0 | 100% | Discharged from the directorship on June 26, 2024 |
| Independent director |
Wei, Jen-Yu | 2 | 1 | 67% | Appointed Director on June 26, 2024 |
| Independent director |
Lin, Chin-Mao |
3 | 0 | 100% | Appointed Director on June 26, 2024 |
| Independent director |
Chiu, Sheng-Min |
3 | 0 | 100% | Appointed Director on June 26, 2024 |
During Year 2024, the Audit Committee convened a total of five meetings. (A) The facts of participation by independent directors are as enumerated below:
Other entries as required:
- I. Where the operation by the Audit Committee proves to meet any one among those circumstances enumerated below, the Company shall expressly indicate the date when the Audit Committee Board meeting was convened, the terms, contents of agenda, independent directors' opinions, qualified opinions or material recommendations, outcome of decisions resolved in the Audit Committee and measures taken by the Company toward the opinions posed by the Audit Committee.
- (I) Issues under Article 14–5 of the Securities and Exchange Act.
In Year 2024, all agenda issues were duly passed by the entire members of the Audit Committee and further submitted to the board of directors. All such issues were duly passed the review process by the board of directors without an objection. In 2024, the performance by the Audit Committee is as enumerated below:
| Audit | ||
|---|---|---|
| Committee | Term | Agenda content and result of resolution |
| Board Date | ||
| 1. The Company's business report and financial statement of Year 2023. | ||
| The 7th | 2. Proposal of Deficit Compensation in 2023. | |
| March 28, | Meeting of | 3. Approved the Company's impairment loss on assets according to IAS No.36. |
| 2024 | Session | 4. The Company's declaration on the internal control system in 2023. |
| Three | 5. Pre-approved the list of non-assurance services provided by the Company's CPA |
|
| in 2024. |
| Audit | ||
|---|---|---|
| Committee | Term | Agenda content and result of resolution |
| Board Date | ||
| 6. Review of the 2023 CPAs' independence and suitability assessment results. 7. The Company's appointment of a CPA in 2024. |
||
| 8. The formulation of the Company's Code of Ethical Conduct。 | ||
| Outcome of resolution by the Audit Committee: The motion was unanimously | ||
| resolved by all present Audit Committee members in response to inquiry by the | ||
| Chairperson exactly as proposed without an objection | ||
| Actions taken by the Company in response to the opinions of the Audit Committee: | ||
| Not applicable | ||
| 1. The Company's consolidated financial statements for the first quarter of 2024. | ||
| The 8th | 2. Lifting the non-competition restrictions on new directors and their representatives. Outcome of resolution by the Audit Committee: The motion was unanimously |
|
| May 14, | Meeting of | resolved by all present Audit Committee members in response to inquiry by the |
| 2024 | Session | Chairperson exactly as proposed without an objection |
| Three | Actions taken by the Company in response to the opinions of the Audit Committee: | |
| Not applicable | ||
| 1. Election of the convener of the Audit Committee. | ||
| 2. The Company intends to purchase land with a non-related natural person and build | ||
| The 1th Meeting of |
a solar energy farm there. | |
| July 19, | Outcome of resolution by the Audit Committee: The motion was unanimously | |
| 2024 | Session Four |
resolved by all present Audit Committee members in response to inquiry by the Chairperson exactly as proposed without an objection |
| Actions taken by the Company in response to the opinions of the Audit Committee: | ||
| Not applicable | ||
| 1. The Company's consolidated financial statements for the second quarter of 2024. | ||
| 2. Disposal of some of the shares held by the Company in Giga Solar Materials | ||
| The 2th | Corporation. | |
| August 13, 2024 |
Meeting of Session |
Outcome of resolution by the Audit Committee: The motion was unanimously |
| Four | resolved by all present Audit Committee members in response to inquiry by the | |
| Chairperson exactly as proposed without an objection Actions taken by the Company in response to the opinions of the Audit Committee: |
||
| Not applicable | ||
| 1. Replacement of CPAs in line with Deloitte and Touche's internal rotation needs. | ||
| 2. The 2024 CPA audit fees . | ||
| 3. The Company's consolidated financial statements for the third quarter of 2024. | ||
| 4. The Change of Internal Auditing Officer. | ||
| The 3th | 5. Formulation of the 2024 audit plan. | |
| November | Meeting of | 6. Proposal to amend some contents of the Company's internal control |
| 13 , 2024 | Session | system. |
| Four | 7. Appointed Lian Wei Certified Public Accountants to provide direct deduction |
|
| method calculation assurance services for the 2024 and 2025. | ||
| Outcome of resolution by the Audit Committee: The motion was unanimously | ||
| resolved by all present Audit Committee members in response to inquiry by the | ||
| Chairperson exactly as proposed without an objection |
| Audit | ||
|---|---|---|
| Committee | Term | Agenda content and result of resolution |
| Board Date | ||
| Actions taken by the Company in response to the opinions of the Audit Committee: | ||
| Not applicable |
- (II) Other than the aforementioned issues, another decision having not been passed in the Audit Committee but has been resolved in the board of directors with two-thirds majority vote: Nonexistent.
- II. Hands-on execution by the independent directors in withdrawal from conflict involvement (recusal), the Company should expressly declare the names of directors who were required to withdraw, contents of the agenda, causes required for withdrawal and their participation in the voting process: Nonexistent at all.
- III, Performance of communications by and among the independent directors, internal auditor(s) and certified public accountants (should include the performance of communications aiming at the Company's finance, business operation and such significant issues, method and results):
- (I) Policy on communication between independent directors and the chief internal auditor/CPAs:
-
- Independent directors have regular meetings with CPAs at least once per year. CPAs report to independent directors on the Company's financial position, domestic and overseas subsidiaries' financial business and overall operations, and internal control audit results, while informing independent directors of the impact of major adjustments to entries or amendments to laws, on accounting, if any. In the case of a major unusual event, a meeting can be called at any time.
-
- In addition to monthly audit reports sent to the independent directors, the chief internal auditor and independent directors meet regularly at least once per quarter to report on the Company's internal audit implementation and internal control operations. In the case of a major unusual event, a meeting can be called at any time.
-
The chief internal auditor reports regularly to the Audit Committee.
(1)An annual internal audit plan;
(2)An annual professional training plan for auditors;
(3)Regular report on the implementation of internal audit to the Audit Committee.
-
- Others: When a major unusual event occurs or when independent directors, the chief internal auditor, or CPAs think it necessary for independent communication.
- (II) Communication between independent directors and the chief internal auditor/CPAs:
-
- Policy on communication between independent directors and CPAs:
- (1)The chief internal auditor submits the prior month's audit report and a defect
follow-up report before the end of each month to keep independent directors informed of the Company's annual audit plan implementation status and internal control defect improvement situation.
(2)The chief internal auditor reports the progress of the audit plan to independent directors at least once per quarter. In case of a major unusual event, the chief internal auditor immediately submits a report to independent directors. No major unusual event occurred during 2024. So far, the communication between independent directors and the chief internal auditor has been smooth.
Matters to be communicated between independent directors and the chief internal auditor in 2024 are shown below:
| Date Methods of communica tions |
Members in presence | Key points | Results |
|---|---|---|---|
| 2024.03.28 Audit Committee Board |
Independent director Tsai, Ching-Mei Independent director Wang,Ming-Lang Independent director Chien,Jui-Yao Audit Supervisor Lai,Kan-Hsin |
1.Reported on the internal audit for the fourth quarter of 2023 and followed up on improvements to defects. 2.Submitted the 2023 statement of the Company's internal control system. 3.The chief internal auditor responded to the questions raised in the meeting. |
Independent directors expressed no opinion. |
| 2024.05.14 Audit Committee Board |
Independent director Tsai, Ching-Mei Independent director Wang,Ming-Lang Independent director Chien,Jui-Yao Audit Supervisor Lai,Kan-Hsin |
1. Reported on the internal audit for the first quarter of 2024 and followed up on improvements to defects. 2,The chief internal auditor responded to the questions raised in the meeting. |
Independent directors expressed no opinion. |
| 2024.08.13 Audit Committee Board |
Independent director Tsai, Ching-Mei Independent director Lin, Chin-Mao Independent director Chiu, Sheng-Min Audit Supervisor Lai,Kan-Hsin |
1.Reported on the internal audit for the second quarter of 2024 and followed up on improvements to defects. 2.The chief internal auditor responded to the questions raised in the meeting. |
Independent directors expressed no opinion. |
| 2024.11.13 Audit Committee Board |
Independent director Tsai, Ching-Mei Independent director Wei, Jen-Yu Independent director Lin, Chin-Mao Independent director Chiu, Sheng-Min Audit Supervisor Lai,Kan-Hsin Audit Section Chief Chang, Shu-Min |
1.Reported on the internal audit for the third quarter of 2024 and followed up on improvements to defects. 2.Formulation of the 2025 audit plan. 3.The chief internal auditor responded to the questions raised in the meeting. |
Independent directors expressed no opinion. |
-
- Policy on communication between independent directors and CPAs:
- (1) In addition to corporate governance meetings at least twice per year between independent directors of the Audit Committee and CPAs, the latter communicates and discusses issues in writing with the former when necessary, including the independence and related responsibilities of the CPAs' audit of the Group's consolidated financial statements, audit plan-related matters, material audit findings (including adjustment to entries or major defects in internal control), audit report contents, and interim consolidated financial statement audit results.
- (2) The Audit Committee completes a review report with reference to the Group's consolidated financial statements and audit opinion report issued by professional CPAs.
Matters to be communicated between independent directors and CPAs in 2024 are shown below:
| Date | |||
|---|---|---|---|
| Methods of | |||
| communica | Members in presence | Key points | Results |
| tions | |||
| 2024.03.28 Audit Committee Board |
Independent director Tsai, Ching-Mei Independent director Wang,Ming-Lang Independent director Chien,Jui-Yao CPA Chung, Ming-Yuan |
1.The CPA communicated face-to-face with the independent directors to inform them of the findings and results of the audit of the 2023 consolidated and parent company only financial statements, communicate key audit matters, and raise their awareness of the updated Securities and Exchange Act and tax laws. 2.Responded to and discussed the questions raised by participants. 3.The CPA participated in the board meeting in a non-voting capacity. |
Independent directors expressed no opinion. |
| 2024.05.14 Audit Committee Board |
Independent director Tsai, Ching-Mei Independent director Wang,Ming-Lang Independent director Chien,Jui-Yao CPA Chung, Ming-Yuan |
1. The CPA communicated face-to-face with the independent directors the improvements made to the defects identified in the auditing of the consolidated financial statements for the first quarter of 2024 and raised their awareness of the updated Securities and Exchange Act and tax laws. 2.Responded to and discussed the questions raised by participants. 3.The CPA participated in the board meeting in a non-voting capacity. |
Independent directors expressed no opinion. |
| 2024.08.13 Audit Committee Board |
Independent director Tsai, Ching-Mei Independent director Lin, Chin-Mao Independent director Chiu, Sheng-Min CPA Chung, Ming-Yuan |
1.The CPAs communicated face-to-face with the independent directors the improvements made to the defects identified in the auditing of the consolidated financial statements for the second quarter of 2024 and raised their awareness of the updated Securities and Exchange Act and tax laws. 2.Responded to and discussed the questions raised by participants. |
Independent directors expressed no opinion. |
| 2024.11.13 Audit Committee Board |
Independent director Tsai, Ching-Mei Independent director Wei, Jen-Yu Independent director Lin, Chin-Mao |
1. The CPAs communicated face-to-face with the independent directors the improvements made to the defects identified in the auditing of the consolidated financial statements for the third quarter of 2024 and raised their awareness of the updated Securities and Exchange Act and tax laws. |
Independent directors expressed no opinion. |
| Date Methods of communica tions |
Members in presence | Key points | Results |
|---|---|---|---|
| Independent director Chiu, Sheng-Min CPA Wen, Chih-Yuan |
2.Responded to and discussed the questions raised by participants. 3.The CPA participated in the board meeting in a non-voting capacity. |
| Facts of performance (Note) | Gaps from the Corporate | |||
|---|---|---|---|---|
| Items of evaluation. | Yes | No | Descriptions in summary: | reasons leading to the gaps. Principles for TSEC/TPEx Governance Best-Practice Listed Companies and the |
| governance Governance Listed TSEC/TPEx Company enacted the corporate with the Corporate Companies and disclosed such principles? for Principles principles in accordance Best-Practice Has the I. |
| T "Corporate Principles" focusing on shareholders' equity to strengthen the board of directors functions, maximize the function of the Audit Committee with respect toward stakeholders' been Best-Practice Principles have been System Best-Practice Principles. have Post which enacted Observation boost information transparency MOPS) and through the Company's website. duly Governance Market have we Governance promulgated into covered into the Corporate Best-Practice Company, Corporate the Governance interests to officially at Such Here ( |
the Governance of listed Principles to satisfactory Best-Practice WSE/TPEx companies. Corporate Well |
|
| II. The Company's share right structure and shareholders' Company duly set up the internal operating procedures to take charge of the suggestions, questions, disputes or litigations posed by shareholders and has Company duly put such procedures into faithful (II) Has the Company firmly dominate the Company's key key shareholders and the final controllers of these implementation? shareholders? Has the equity: the (I) |
| | T with suggestion or questions from shareholders? The Company operating questions, Article 25 of the make sure of the has, nevertheless, not yet set up the internal operating procedures to or with shareholding over 10% and duly declares such facts through MOPS). Further through by the shareholder we try to firmly dominate the lists of key maintain sound Through such (I) The Company has set up spokesman system, capable of dealing disputes Company managerial officers up the internal of the suggestions, questions, with key shareholders. The shareholders and their final controllers and disputes or litigations posed by shareholders. with Act, checks and directors, provided (II) The Company, exactly in accordance Market Observation Post System ( suggestions, litigations posed by shareholders, set of shareholders by charge yet of shareholding Securities and Exchange not the inter-communications procedures to take nevertheless, service provider, of charge the register updates take has, the |
shall in response to substantial need the Governance of listed Principles to evaluation we satisfactory future, in development. Best-Practice WSE/TPEx companies. Corporate conduct the Well In |
| up, implemented risk duly set Company Has the (III) |
| Regulations efforts, we have set up very sound investment relationship. Company has, according to law, enacted (III) The |
the to satisfactory Well |
(III) The Company's corporate governance and the gaps from the Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies and the reasons leading to the gaps.
| Facts of performance (Note) | Gaps from the Corporate | |||
|---|---|---|---|---|
| Items of evaluation. | Yes | No | Descriptions in summary: | reasons leading to the gaps. Principles for TSEC/TPEx Governance Best-Practice Listed Companies and the |
| affiliated with its mechanism firewall and enterprises? control |
Subsidiaries." we have faithfully carried out risk evaluation and set up appropriate with internal control system, over Management Supervisory Further in accordance Governing firewalls. |
Governance of listed Principles Best-Practice WSE/TPEx companies. Corporate T |
||
| (IV) Has the Company duly set up internal specifications from taking advantage of the information which has not been made Company public to buy, sell negotiable securities? of the ban the insiders to |
| Company has duly enacted "Operating Procedures to and we & training programs and have all such directors to prevent them from violation into engaging insider systems well known to the entire staff, managerial officers and further as up the internal control system. In due time Processing" Significant Information provide educational of Charge trading. (IV) The Take |
the Governance of listed Principles to satisfactory Best-Practice WSE/TPEx companies. Corporate Well T |
|
| III. Composition of the board of directors and their duties and responsibilities |
||||
| specific management goals been formulated and implemented and policies diversification by the Board of Directors? Have Has (I) |
| Governance directors members shall be organized as diversified as possible. Here at the Company, the directors (including independent directors) At the moment, the Company's board of directors has nine director members, including four as independent directors. Among the % hold capacity as employees and among the independent directors, 44% hold the directors accounting for members come from such backgrounds including notably academic, industrial, financial, accounting & know-how and attainment in various fields to well implement thoroughly the Company's diversified policy and enhance the The fact of board member diversification is shown through the page 13-14 of Best-Practice Principles" to expressly specify that to assure a with expertise, technology are elected under a candidates nomination system. directors structure, the board of "Corporate member in the directorship seats, 11 directors. enacted directors, and female and such relevant backgrounds performance of the board of duly has The director this annual report。 sound board of Company independent %. The total 33 (I) |
the Governance of listed Principles to satisfactory Best-Practice WSE/TPEx companies. Corporate Well T |
| Gaps from the Corporate | reasons leading to the gaps. Principles for TSEC/TPEx Governance Best-Practice Listed Companies and the |
the Governance of Principles to satisfactory Best-Practice Corporate Well |
listed the Governance of listed Principles to satisfactory Best-Practice WSE/TPEx WSE/TPEx companies. companies. Corporate Well T T |
|---|---|---|---|
| Facts of performance (Note) | Descriptions in summary: | management objectives on diversity and the status mber of directors taking concurrent positions as gers shall not exceed 1/3 of the mbers is a more than the one-third of the male director, accounting for 33% more than three ms: At present, independent directors take four board (II) Except Remuneration Committee and Audit Committee which the Company has duly established, the Board of Directors, on August 12, 2022, approved to set up a Nomination Committee management objectives have pany m Co mber of directors as restricted by the rules. The me m of office is 0 to 3 years. At present, 0 of the board mber: 3.Independent directors shall not serve me board Based on the above findings, all managerial officer, no male mana currently has three fe of the board seats. one fe seats, and the ter pany's of implementation: board seats. The board's At least m been met. 1.The nu Co the ter nu 2. |
(III) The Company duly amended through its board of directors "Regulations Governing Evaluation of the Board of Directors November 10, 2020. Through such effort, we virtually put into implementation thoroughly corporate governance and upgrade the directors' participation in the Company's business operation and sound communications. The scope of such evaluation efforts includes the entire board members as well as functional committees (Audit Committee and Remuneration Committee). In each and every year, we conduct performance evaluation and complete report of the evaluation outcome to the board of directors in and an Enterprise Sustainable Development Committee. of directors, board Performance" on |
| No | |||
| Yes | | | |
| Items of evaluation. | Audit which have been organized according to law, does the Company intend to set up various other Committee and Remuneration Other than the Committee (II) |
(III) Has the Company set up sound regulations to evaluate the performance by the board of directors and about performance evaluation in each and every year, and further submit the result of evaluation to the board of directors to be handy reference into remuneration to conduct to directors and nomination? evaluation Functional committees? as the of method used |
| Gaps from the Corporate | reasons leading to the gaps. Principles for TSEC/TPEx Governance Best-Practice Listed Companies and the |
the Governance of listed Principles to satisfactory Best-Practice WSE/TPEx companies. Corporate Well T |
|
|---|---|---|---|
| Facts of performance (Note) | Descriptions in summary: | Company's directors (excluding independent directors) are paid only with fixed remuneration when they participate in the first quarter of the ensuing year. In terms of the evaluation procedures, upon the end of each and every fiscal year, the meeting agenda affairs conduct overall the internal self-evaluation, self-evaluation by the board members of evaluation by the Company's board of directors and functional of policymaking process by the board of directors and functional committees; the composition and structure of the board of educational & training programs for the board of directors and members as well as the internal control yielded through such evaluation efforts is submitted to the board of directors to function as the directors, select and nominate candidates for the directors. In early 2025, we completed the performance evaluation for the board was March 14, 2025 and committees primarily include the degree of participation in the directors and functional committees; the election and refresher quality standards/criteria Through The result of such evaluation determine the remuneration to a meeting, without fixed salary and remuneration. upgrade the questionnaires. disclosed through the Company's website. . reported to the board of directors on The operation to committees. internal The outcome so directors for 2024. unit in charge of the functional committee business through grounds to functional Company's evaluation system. The very and of |
Governance Best Company should regularly (at least once per year) refer to the Audit Quality Indicators (AQIs) to CPAs to be assessment of Accountant of the Norm of following assess the independence and suitability of the Bulletin Article 29 of the Corporate Public formulated the the Certified to reference Practice Principles, the Ethics for has with Company According to Professional appointed. indicators The (IV) |
| No | |||
| Yes | | ||
| Items of evaluation. | (IV) Has the Company evaluated the independence of the certifying certified public accountants on a regular basis? |
| Gaps from the Corporate Facts of performance (Note) |
reasons leading to the gaps. Principles for TSEC/TPEx Governance Best-Practice Listed Companies and the Descriptions in summary: |
Financial interest, financing and guarantee, business relations, gifts and preferential treatment, CPA rotation, non-audit business, and provided by major or obtained the not shareholders of the Company, not stakeholders, and have their independence and suitability confirmed. This case has been approved by the Audit Committee and the Board of Directors statements of independence issued by the CPAs, who are also for assessing the appointment with Touche, covering 13 indicators and 5 personal connections, employments, party, AQI information and CPAs, Company of March 28, 2025. appointment the we adopted the by |
the Governance of listed Principles to satisfactory Best-Practice WSE/TPEx companies. Corporate Well T put into implementation thoroughly corporate governance and strengthen directorship function to better safeguard investors' interests, as officially resolved in the board of directors March 26, 2021, the Company already appointed Treasurer Tsai, Jyh- Pyng to serve as the Company's corporate governance head. He has accumulated hands-on experiences in finance, equity affairs major duties Take meeting firm implementation of corporate governance in the Company. 3. Help programs. 4. Provide directors with information and data required for performance of duty. 5. Assist the directors in law compliance. Report to the board of directors the results of its review of whether the qualifications of independent directors at the time of with relevant laws and regulations. 7. Handle matters related to director directors take charge of office and refresher educational & training nomination, election and during their term of office comply governance include: 1. enhance meeting and shareholders' more than three years. The and Oversee of corporate 2. affairs. |
|---|---|---|---|
| CPA's statement of independence. aspects, as a reference paid Republic of China: of the by resolution on Deloitte and been and year, renewal family never This |
changes. 8.Take overall charge of other issues required under the charge of board of directors meeting agenda for and responsibilities business In an effort to related and on 6. |
||
| No | |||
| Yes Items of evaluation. |
OTC-listed companies been corporate governance personal up to the adequate numbers, and with corporate governance head to assume governance related not limited to such with the assist directors and supervisors in law compliance to duly take charge of board of directors and shareholders' minutes of shareholders' duties, to services to provide directors and supervisors appropriate meeting related business affairs, produce and perform meeting corporate business affairs (including but and required to directors Have exchange-listed or eligible meeting and the like.)? of the responsibility of with information board appointed staffed the IV. |
| Gaps from the Corporate | Governance Best-Practice | Principles for TSEC/TPEx Listed Companies and the |
reasons leading to the gaps. | porate | mittee | mittee | for | with | y mel |
|||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Facts of performance (Note) | Descriptions in summary: | Articles of Incorporation or contracts. | mance are shown as perfor governance tasks porate 2024 cor |
ws: follo |
governance porate pany has appointed a head of cor m The Co |
governance affairs, the relevant units porate pervise cor to su |
of cor mentation ple m ponsible for the i are also res |
governance tasks. | person of man of the board and the chair Assist the chair 1. |
meetings, five mittees in organizing eight board m the co |
m muneration co gs, two re meetin mittee m audit co |
m co y sustainabilit porate cor one meetings, |
meetings. mittee m mination co meeting and two no |
Meeting。 Convening of the 2024 Annual Shareholders' 2. |
courses (all education g continuin directors' ge Arran 3. |
mber of hours quired nu pleted the re m directors have co |
g to the standards g education accordin for the continuin |
in 2024). | quired for directors provide data re Assistance offered to 4. |
m their duties. perfor |
needed mation infor the with directors pare 5.Pre |
ply m p directors co g out their tasks and hel yin carr |
the regulations. | mance appraisal of the board, individual perfor Conduct 6. |
mittees. m mbers and functional co me board |
mation. mpany's infor 7.Ensure proper disclosure of the Co |
policies for y insurance of liabilit renewal plete m Co 8. |
mployees. directors, supervisors and key e |
y directors, quested b matters re g ponsible for handlin 9.Res |
m their duties in a ti perfor and assisting directors to |
manner. and effective |
mpleted 12 hours of The head of corporate governance has co |
||
| No Yes Items of evaluation. |
| Gaps from the Corporate Facts of performance (Note) |
reasons leading to the gaps. Principles for TSEC/TPEx Governance Best-Practice Listed Companies and the Descriptions in summary: |
port for details of the m. w the service ter continuing education training in the rene Please refer to page 89 of this annual re continuing education progress. |
the Governance of listed Principles to satisfactory Best-Practice WSE/TPEx companies. Corporate Well T the mpany has established a "Stakeholders Section" on the as mails and the survey mployees, ment mpany uses the "Survey on the issues of concern" to collect opinions of mmunication channels, and frequencies on the major mpany responds to m into on the Directors for stakeholders, issues such stakeholders, mers, suppliers, and govern website - "Stakeholders Section". Based on the mance result, and integrates the disclosed channels stakeholders (e agencies) to respond to issues of concern. The Co mitted to the Board of be issues of concern to stakeholders, the Co mmunication mbers, e with will mpiles for which mmunication dedicated contacts, telephone nu concern, shareholders/investors, custo co co the sustainability report, and provides being sub its policy and perfor stakeholders, co of on the issues effective website after and concern, co approval. website official m |
the Governance of listed Principles to satisfactory Best-Practice WSE/TPEx companies. Corporate Well T The Company has commissioned Taishin Securities stock transfer agency department to render such services. |
the Governance of listed Principles to satisfactory Best-Practice WSE/TPEx companies. Corporate Well T (www.gigastorage.com.tw) to disclose and, on a regular basis, Company's information in finance and corporate be promulgated and declared are readily accessible through the website should its which up Other relevant information MOPS). set duly ket Observation Post System ( has Company governance. update the The Mar |
|---|---|---|---|---|---|
| No | For Co fro |
(I) | |||
| Yes | | | | ||
| Items of evaluation. | up a sound channel for not and up a stakeholders oriented website to appropriately respond to key issues in Corporate Social Responsibility with stakeholders (including but customers employees, special zone at the Company's duly set suppliers) and further set shareholders, Company communications to Has the (CSR)? limited V. |
professional share service agent to take charge of the shareholder service Company committed a Has the affairs? VI. |
disclose the Company's information focusing on finance, business website to operation and corporate governance? up a VII. Information transparency: Company set Has the (I) |
| Governance Best-Practice Gaps from the Corporate Facts of performance (Note) |
Principles for TSEC/TPEx Listed Companies and the Descriptions in summary: |
reasons leading to the gaps. | the Governance to satisfactory Corporate Well (II) The Company has, exactly as required by laws and ordinances assume the personnel to dedicated appointed concerned, |
of Principles Best-Practice responsibility to collect and disclose information and put the |
listed WSE/TPEx T Company's institutional investor conference update into the |
companies. we keep shareholders closely Through such effort, website. |
informed of the key information related to shareholders' equity | We have further, exactly as required and policymaking process. |
acting and spokesman appropriate appointed spokesman. laws, |
the to satisfactory Well (III) The Company has duly arranged promulgation of the financial |
Governance Corporate statements of the 1st, 2nd and 3rd quarters and the business |
of Principles Best-Practice months within the specified time limit. operation of respective |
listed WSE/TPEx T numerous with statements, financial annual of In terms |
companies. subsidiaries, the commissioned certified public accountants |
would take a longer period of time. That means we are unable | declare and promulgate the annual financial statements | months from end of every fiscal year. Anyway, within two (2) |
would still complete the required nevertheless, the Company |
the Well duties within the specified time limit. |
Governance to satisfactory Other key information and data of the Company helpful to look |
Corporate into the Company's performance in corporate governance are as |
of Principles Best-Practice enumerated below: |
listed WSE/TPEx T well-known (I) Employees' rights and interests: The Company is |
companies. warm policies toward employees characterized by for its very |
We have set up very rational and humanized administration. |
intimate channels to assure very friendly labor relationship. | and the Act Standards Labor with accordance Exactly in |
safeguard firmly we rules, resources human Company's |
employees' lawful rights and interests. | welfare system and of variety Through a Staff concern: |
mutually we have set up & training programs, educational |
reliable relationship with the entire staff. For instance, we have | Welfare Committee (Fringe Benefit Committee) duly set up the |
group measures, employee welfare various handle to take |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No | by | | to | (II) | ||||||||||||||||||||||||||||||
| Yes | | | ||||||||||||||||||||||||||||||||
| Items of evaluation. | means to disclose English, in website Company adopted other of setup (e.g. information Has the (II) |
and collect personnel to dedicated of appointment |
implementation into put information, disclose |
thoroughly spokesman system, to put the entire process | of institutional investor conference into the Company's | website)? | (III) Does the Company promulgate and declare the annual | within two (2) Company financial statement of the |
declare the year and months from end of a fiscal |
financial statements of the 1st, 2nd and 3rd quarters and | of respective months within the specified time limit? | VIII. Does the Company have any other key information to performance in understand better help |
corporate | governance (including but not limited to rights and | interests for employees Employee concern, investors | relationship, Supplier relationship, rights and interests | & training educational for stakeholders, refresher |
risk supervisors, and directors for programs |
risk of plementation im policies, management |
of standards/criteria, implementation measurement |
customer policies, the liability policies purchased by | the Company for directors and supervisors)? |
| Facts of performance (Note) | Gaps from the Corporate | |||
|---|---|---|---|---|
| Governance Best-Practice | ||||
| Items of evaluation. | Yes | No | Descriptions in summary: | Principles for TSEC/TPEx Listed Companies and the |
| reasons leading to the gaps. | ||||
| health free and subsidies, purchase book insurance, |
||||
| examinations for the entire staff. | ||||
| We assure adequate disclosure of with investors: (III) Close ties |
||||
| System Post Observation Market information through the |
||||
| MOPS) and the Company's website to keep investors closely ( |
||||
| informed of the very update about the Company's business | ||||
| with investors We further closely communicate operation. |
||||
| through the shareholders' meeting and spokesman. | ||||
| Company has duly set up with suppliers: The Relationship (IV) |
||||
| to Suppliers over Management Governing Regulations |
||||
| between the obligations & expressly stipulate the rights |
||||
| with transactions all For customers. its and Company |
||||
| with the has faithfully complied Company suppliers, the |
||||
| Management Best-Practice Principles" to "Ethical Corporate |
||||
| maintain and assure sound interaction relationship. Further | ||||
| from time to time on a nonscheduled basis, we conduct audit | ||||
| to assure sound quality of all suppliers. | ||||
| Area" on the (V) Rights of stakeholders: There is a "Stakeholder |
||||
| which provides contact persons, email website Company's |
||||
| on other information and numbers addresses, telephone |
||||
| various issues, so stakeholder can raise their questions, and | ||||
| the area serves as a good communication channel to protect | ||||
| the rights and interests of both parties. | ||||
| (VI) The Company firmly adheres to ISO 14001 environmental | ||||
| management spirit and dedicates itself to requirements in | ||||
| We commit ourselves to providing environmental protection. |
||||
| with continued improvement workplace environment lawful |
||||
| might against all sorts of potential and foreseeable risks that |
||||
| lead to pollution to environment. | ||||
| & training programs by directors and (VII) Refresher educational |
||||
| supervisors : To strengthen the board of directors function, | ||||
| the Company elaborately designs and arranges directors into | ||||
| Besides this, programs. & training refresher educational |
||||
| for updates with directors provide we periodically, |
| Facts of performance (Note) | Gaps from the Corporate | |||
|---|---|---|---|---|
| Items of evaluation. | Governance Best-Practice | |||
| Yes | No | Descriptions in summary: | Principles for TSEC/TPEx Listed Companies and the |
|
| reasons leading to the gaps. | ||||
| & training programs to help them Updates regarding refresher educational outsourced educational abreast of the time. |
||||
| & training programs by directors, their participation in the | ||||
| board of directors meeting and significant decisions resolved | ||||
| directors are readily accessible through in the board of |
||||
| MOPS). Market Observation Post System ( |
||||
| management policy and Company and its Both the (VIII) Performance of execution on risk measurement standards: risk |
||||
| subsidiaries have duly stipulated internal rules to carry out a | ||||
| variety of risk management and evaluation. | ||||
| we (IX) Implementation of customer policies: On a regular basis, |
||||
| maintain very stable and sound relationship with customers to | ||||
| will live up to our goal as reliable to assure that the quality |
||||
| create highest possible profit to the Company. | ||||
| Company has purchased liability insurance policies for The (X) |
||||
| Market directors and has promulgated such facts onto the |
||||
| MOPS). Observation Post System ( |
||||
| where the corrective action has not been completed for and the very points |
IX. Please elaborate on the Company's successful improvement in response to the corporate governance results promulgated by the Taiwan Stock Exchange Corporation, which please elaborate on the preferential issues and |
measures. (Not required for a | ||
| company that has not been evaluated) | ||||
| Based on the results of the 11th batch (2024 Corporate | mproved this year and those that can be matters that have been i Review), the Governance |
|||
| mproved are explained as follows: i |
||||
| mproved Matters already i (I) |
||||
| manage mpany risk Co The 1. |
Directors contain the scope Board of ment policies and procedures approved by the |
ment, manage of risk |
||
| organizational structure, and the operation, and we report the i | mentation to the Board of Directors at least once per year. mple |
|||
| mmittees other than those needed for 2. Establish functional co |
ments. meeting statutory require |
|||
| mproved in the future Matters to be i (II) |
||||
| mbers and the convener of the Audit Co me majority of the board 1. The |
mmittee personally attended the annual shareholders' | meeting. | ||
| We appoint an external entity to conduct a board perfor 2. |
mance evaluation once every three years. | |||
| Note: Please expressly elaborate on the box of summary disregarding "yes" or "no" in the performance. |
49
(IV) If the Remuneration Committee is established, the composition, duties, and operation shall be disclosed
Composition and operation of the Remuneration Committee
- Information about the Company's Remuneration Committee Member:
| April 30, 2025 | ||||
|---|---|---|---|---|
| Title | Criteria Name |
Professional qualifications and experience (Note 1) |
Independence (Note 2) | ind Co pu ep nc bli en urr cly den ent lis t d ly ted ire ser co cto vin mp r in g a an ot s a ies he n r |
| Chien, Jui-Yao (The Fifth Convener) |
For the professional qualifications and experience of members of the Audit Committee, please refer to the |
For the professional qualifications and experience of members of the Audit Committee, please refer to the |
0 | |
| Wang, Ming-Lang (The Fifth Member ) |
relevant content of this annual report "Two. Corporate Governance Report / I. Information on Directors, General Manager, Vice General Managers, |
relevant content of this annual report "Two. Corporate Governance Report / I. Information on Directors, General Manager, Vice General Managers, |
0 | |
| In de pe nd en |
Lin, Chin-Mao (The Sixth Convener) |
Associate Managers, and Heads of Various Departments and Branches / (I) The information of directors / 3. Disclosure of professional |
Associate Managers, and Heads of Various Departments and Branches / (I) The information of directors / 3. Disclosure of professional |
1 |
| t D ire cto r |
Tsai Ching-Mei | qualifications of directors and independence of independent directors". |
qualifications of directors and independence of independent directors". |
1 |
| Wei, Jen-Yu | 2 | |||
| Chiu, Sheng-Min | 0 |
Note 1:Professional qualifications and experience:Describe the professional qualifications and experience of individual the Remuneration Committee members.
Note 2:Compliance of the criteria for independence:Describe the compliance of the criteria for independence the Remuneration Committee members,including but not limited to whether the person, spouse or relative within the second degree of kinship are serving as directors, supervisors or employees of the Company or its affiliates; the number of shares and the shareholding percentage held by the person, spouse or relative within the second degree of kinship (or in the name of others); whether the person is serving as a director, supervisor or employee of a company that has a specific relationship with the Company (please refer to Subparagraph 5 to 8, Paragraph 1 of Article 3 of the Regulations Governing
Appointment of Independent Directors and Compliance Matters for Public Companies); and the amount of remuneration received by providing the Company or its affiliates with business, legal, financial, accounting and other services within the last 2 years.。
-
- Information of performance by the Remuneration Committee
- (1) The Company's Remuneration Committee has four members.
- (2) Duties of remuneration committee
- The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion:
- Stipulate and regularly review the performance of the directors and managers, as well as the compensation policies, systems, standards and structure.
- Regularly evaluate and stipulate director and manager compensation.
- (3) The Committee members of the present session hold tenure of office from July 19, 2024 until June 25, 2027. In Year 2024, the Remuneration Committee convened a total of two meetings(A). The qualifications and participation facts of the Committee members are as enumerated below:
| Position titles |
Name | Number of times in actual participations (B) |
Number of times in participation through proxies |
substantial participation rate (%)(B/A) |
Remarks |
|---|---|---|---|---|---|
| The Fifth Convener |
Chien, Jui-Yao |
2 | 0 | 100% | Discharged from the directorship on June 26, 2024 |
| The Fifth Member |
Wang, Ming-Lang |
2 | 0 | 100% | Discharged from the directorship on June 26, 2024 |
| TheSixth Convener |
Lin, Chin-Mao |
0 | 0 | 0% | Appointed Member on July 19, 2024 |
| Committee member |
Tsai Ching-Mei |
2 | 0 | 100% | Renewed Member on July 19, 2024 |
| Committee member |
Wei, Jen-Yu | 0 | 0 | 0% | Appointed Member on July 19, 2024 |
| Committee member |
Chiu, Sheng-Min |
0 | 0 | 0% | Appointed Member on July 19, 2024 |
Other entries as required:
I. Where the board of directors does not adopt or amend a suggestion posed by the Remuneration Committee, it shall expressly detail the date when the board of directors meeting was convened, the term, contents of agenda, decision resolved in the board of directors, the result and the measure taken by the Company toward the opinions posed by the Remuneration Committee (e.g. the salary resolved by the board of directors is superior to that proposed by the Remuneration Committee. In such an event, detail the difference and the reason behind): In 2023, all proposals posed by the Remuneration Committee were resolved by the board of directors in full.
- II. In a decision resolved in the Remuneration Committee, in case of a member who objects or reserves in opinion with record or written declaration, the Company should detail the date, term, agenda contents, opinions of all members and the settlement of such opinions: All such facts have been virtually nonexistent.
- III. The contents of agenda of the meeting convened by Remuneration Committee in 2024, the result of resolution and the Company's measures toward the opinions posed by the Remuneration Committee members:
| Date when the | ||
|---|---|---|
| meeting was | ||
| convened by | ||
| the | Term | Agenda content and result of resolution |
| Remuneration | ||
| Committee: | ||
| 1. Proposal for the distribution of 2023 year-end bonuses to the company's directors | ||
| and managerial officers and an adjustment to the meal allowance. | ||
| The 4th | 2. Proposal for the distribution of 2023 year-end bonuses to the company's directors | |
| January 19, | meeting of | not concurrently serving as managers and an adjustment to the meal allowance. |
| 2024 | Session | Opinions of Committee members: Without an opinion in objection or reservation. |
| Five | The act taken by the Company toward the Committee member's opinion: Not applicable | |
| Decision resolved: The motion was unanimously resolved by all present directors in response to | ||
| the consultation by the chairperson exactly as proposed without an objection | ||
| 1. Appointment of General Manager of the Company and remuneration matters. | ||
| 2. The Company's salary adjustment for managerial officers not concurrently serving | ||
| The 5th | as directors. |
|
| March 28, 2024 |
meeting of Session |
Opinions of Committee members: Without an opinion in objection or reservation. |
| Five | The act taken by the Company toward the Committee member's opinion: Not applicable | |
| Decision resolved: The motion was unanimously resolved by all present directors in response to | ||
| the consultation by the chairperson exactly as proposed without an objection |
Note: The Company's Remuneration Committee elected its members of Session Six on July 19, 2024.
- (1) Where a Remuneration Committee member quit from the post before end of a year, the Company shall remark the date of quit in the box of remark. His or her substantial rate of participation (%) shall be duly counted based on the number of meetings substantially convened by the Committee and the number of his or her substantial participation.
- (2) Where the Remuneration Committee members are reelected before end of a fiscal year, the old and new Remuneration Committee members should be enumerated in full. In the box of remark, the Company should remark as old, newly elected, reelected and the date of reelection. The substantial rate of participation (%) shall be duly counted based on the number of meetings substantially convened by the Committee and the number of that member's substantial participation
Composition and operation of the Nomination Committee
- 1.Describe the qualifications and duties of the members of the Company's Nomination Committee
- (1) Qualifications required for members of the Nomination Committee:
The Nomination Committee of the Company shall consist of at least three directors recommended by the board of directors. Among them, there shall be independent directors participating and acting as the convener and chairperson of the meeting.
(2) Duties of the Nomination Committee:
Members of the Committee shall exercise the due care of a good administrator, faithfully perform their duties under the charter, be accountable to the board of directors, and submit proposals to the board of directors for discussion:
- Searching for suitable candidates for directors (including independent directors) and managers, presenting to the board of directors a list of candidates for directors (including independent directors) and managers, and examining the qualifications of directors (including independent directors) and managers recommended by shareholders or directors to review the qualifications, educational background and work experience of candidates, and the existence of any circumstances described in Article 30 of the Company Act. The results of the review and the list of recommended candidates for directors (including independent directors) and managers shall be submitted to the board of directors. After being approved by the board of directors, the list is provided to the shareholders' meeting for reference to elect suitable directors (including independent directors) and managers (2) to construct and develop the organizational structure of the board of directors and each committee for the performance of the board of directors, committees, and directors
- Formulate standards for the committees of the board of directors and recommend their organizational charters. The charters shall be reviewed at least once a year, and amendment recommendations shall be proposed to the board of directors in a timely manner.
- Review the qualifications of candidates for each committee member and potential conflicts of interest, and recommend new members and convener candidates for each committee to the board of directors.
- Review the qualifications of the committees' conveners and their members on a yearly basis and make recommendations to the board of directors on the need for replacement. The term of office of the committees' conveners and their members shall match the term of office of the directors, and the term of office shall be every three years.
-
- Professional qualifications and experience of the members and operation of the Nomination Committee:
- (1) The Company's Nomination Committee is composed of three members.
- (2) Term of commissioners of the current session: From July 19, 2024 until June 25, 2027; in 2024, the Nomination Committee held two meetings (A), and the qualification, experience, attendance of the members, and the
matters discussed are as follows:
| Job title | Name | Professional qualifications & experience |
Frequency of actual attendance (B) |
Attendance by proxy |
Actual presence ratio (%) (B/A) (Note) |
Remarks |
|---|---|---|---|---|---|---|
| The First Convener |
Wang Ming-L ang |
For the professional qualifications and experience of members of the Audit Committee, please refer to the |
2 | 0 | 100% | Discharged from the directorship on June 26, 2024 |
| The Second Convener |
Chiu, Sheng Min |
relevant content of this annual report "Two. Corporate Governance Report / I. Information on Directors, General |
0 | 0 | 0% | Appointed Member on July 19, 2024 |
| Member | Tsai, Ching Mei |
Manager, Vice General Managers, Associate Managers, and Heads of |
2 | 0 | 100% | Renewed Member on July 19, 2024 |
| Member | Chen Chi-Min g |
Various Departments and Branches / (I) The information of directors / 3. Disclosure of professional qualifications of directors and independence of independent directors". |
2 | 0 | 100% | Renewed Member on July 19, 2024 |
Others:
The date, session, the content of major proposals at the meetings of the Nomination Committee, the content of recommendations or opposing matters of members of the Nomination Committee, resolutions of the Nomination Committee, and the measures adopted by the Company for the opinions of the Nomination Committee.
| Date of Nomination Committee meeting |
Session | Content of proposals and resolutions |
|---|---|---|
| March 15, 2025 | The 3th meeting of Session One |
1. Manager candidate qualification review case. Member's opinion: No opposing or qualified opinion. Measures adopted by the Company for members' opinions: Not applicable. Resolution: The proposal was approved by all attending members of the Nominating Committee unanimously inquiries made by the chairperson, and the proposal was submitted to the board meeting and approved by all directors present at the meeting. |
| May 14, 2024 | The 4th meeting of Session One |
1. Nomination and review of the candidate recommendation list for the 11th Board of Directors (including independent directors). Member's opinion: No opposing or qualified opinion. Measures adopted by the Company for members' opinions: Not applicable. Resolution: The proposal was approved by all attending members of the Nominating Committee unanimously inquiries made by the chairperson, and the proposal was submitted to the board meeting and approved by all directors present at the meeting. |
Note: The members of the Company's 2st session of the Nomination Committee were on July 19, 2024. (1) Where any Nomination Committee member leaves office before the last day of a fiscal year, the date of separation shall be specified in the column "Remarks," and the actual attendance ratio (%) shall be calculated using the number of meetings the Nomination Committee had during its service and the frequency of its actual attendance.
(2) Where there is a re-election of the Nomination Committee before the last day of a fiscal year, the new and old members shall both be listed. The column "Remarks." should specify whether a member is a former one, a succeeding one, or a retained one as well as the date of re-election. In this case, the actual attendance ratio (%) shall be calculated using the number of Nomination Committee meetings had during its service and the frequency of its actual attendance.
| mentation (Note 1) mple I |
m the Difference fro |
|||
|---|---|---|---|---|
| Promotion Items | Yes | No | Descriptions in summary | Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
| I. Has the Company established a governance structure to dedicated (or one holding concurrent positions) unit to board up with the set and development, development, sustainable promote sustainable promote |
a |
(I) The governance structure of the Company to promote sustainable development is as follows |
Without a significant difference |
|
| manage the organization which is supervised by the board? management to authorizing the senior |
||||
| Company (II) Implementation status of various organizations of the Company directors of the August 2022, the board of 1. In |
||||
| Sustainable of the "Enterprise approved the establishment Development Committee" |
||||
| Committee" is Ming, the chairman and conveners. It Development Sustainable Mr. Chen Chi- "Enterprise chaired by The 2. |
||||
| is composed of two independent directors and the general manager Chung Kao-Yuan, responsible for planning, executing, |
||||
| and supervising the effective operation of the ESG tracking, |
||||
| The promotion of sustainable development in 2024 includes: management system. |
(V) Status of promotion of sustainable development and its difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons
| m the Difference fro |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
Without a significant difference |
|
|---|---|---|---|
| mentation (Note 1) mple I |
Descriptions in summary | Development Committee" shall quarterly reports on the greenhouse gas inventory), reviews the progress of strategies, when convene at least once a year to report on the promotion of promotion of sustainable development (including the progress of sustainable development to the board of directors, and shall be Development Committee Charter." on July 19, 2024. Management make adjustments Supervision of sustainable development by the board of Policy and Procedures" on August 13, 2024. Partially amend the "Corporate Sustainable Stakeholder communication status report Risk management implementation status GHG inventory and assurance schedule Partially amend the Company's "Risk Compilation of Sustainability Report management team to Directors listens to 3. The "Enterprise Sustainable held on August 13, 2024. Board of and urges the necessary. directors b. a. d. c. e. f. The (III) |
and Corporation from January 2024 to December 2024. The Company with respect to environmental, social and corporate governance issues The implementation results are compiled and reported to the Board of website and annual risk monitoring, risk reporting promotion of the Hukou Plant II and Xinfeng Plant of Gigastorage materiality, and formulates conducts risk assessments related to corporate operations includes development strategies. process or Directors, and disclosed on the Company's sustainable policies management measurement, risk with the principle of the management covers risk Company's identification, risk disclosure risk in accordance relevant report. The This (II) (I) |
| No | |||
| Yes | a |
||
| Promotion Items | II. Has the Company set up a dedicated (concrete) unit to for high-ranking management to take charge, and does such the bestowed out corporate social responsibility (CSR) about directors has directors of board of (Note 2) the board report to performance? the which carry unit |
| I | mentation (Note 1) mple |
m the Difference fro |
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|---|---|---|---|---|---|---|
| Promotion Items | Yes | No | Descriptions in summary | Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
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| economic risk assessments, policies, or strategies are as follows: and disclosure, and risk response. |
Environmental, social, and | |||||
| I | mentation (Note 1) mple |
m the Difference fro |
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|---|---|---|---|---|---|
| Promotion Items | Yes | No | Descriptions in summary | Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
|
| m the Difference fro |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
Without a significant difference international 14001:2015 no.: Xinfeng 2022/09/14 - certificate Hukou Plant II and for ISO the |
Without a significant difference waste waste, and seeks to Through We create circular value through waste reduction technology, and and reducing |
Without a significant difference |
|---|---|---|---|---|
| mentation (Note 1) mple I |
Descriptions in summary | management system ISO 14001:2004 to ISO (I) In order to effectively manage environmental issues and protect process in the ISO 14001 environmental management system. the environment, the Company's Hukou Plant II and Xinfeng environmental protection related issues through the PDCA Plant strictly abide by the requirements of environmental protection laws and regulations, and continue to improve between SGS; of certified revision unit: valid W01/00979.00) . The Company's (certification certificate is was 2015 14001:2015, the system the 2016 The latest to environmental response in 2025/08/21. revision Plant. In T |
Company actively promotes energy saving and carbon liquids in the process, replacing energy-saving lamps, and going with upstream and downstream customers in the value chain, we work together to ensure that product consumables on environmental loads and leverage the benefits of circular economy. In 2024, a total of 34,340 plastic reels have been the design and sales of recycled products. To reduce the impact waste reduction and recycling. paperless, in order to reduce energy consumption. In order to reduces unnecessary resource adjusting measures, including material recycling, can be recycled and shared. develop processes for recycled for reuse. process raw cooperation reduction The (II) |
the Chairman of the board serving as the Committee Chairman of as the highest organization for climate change management, with (III) The Company regards the Sustainable Development Committee |
| No | ||||
| Yes | | | | |
| Promotion Items | appropriate on based up system set management duly characteristics of its industry? Company III. Environmental issues environmental the (I)Has |
Company dedicated itself to a variety of recycled the upon adopted impact and the systems minimize utilization to environment? Has the materials resource (II) |
(III) Has the Company ever evaluated the climate changes make sure of their risks and opportunities upon enterprises at the moment and in the future and adopted to |
| mple I |
mentation (Note 1) | m the Difference fro |
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|---|---|---|---|---|---|---|---|
| Promotion Items | Yes | No | Descriptions in summary | Best-Practice Principles WSE/TPEx Listed Corporate Governance for T |
|||
| mpanies and the reasons Co |
|||||||
| countermeasures linked up with the climate issue? | the committee. | We plan to review the Company's climate change | |||||
| strategy and objectives, manage climate change risks and | |||||||
| opportunities, review implementation status, and discuss future | |||||||
| plans annually, and report to the Board of Directors. | |||||||
| The Sustainable Development Committee of the Company is the | |||||||
| highest body for climate change management, and the Chairman | |||||||
| serves as the Committee Chairman. | |||||||
| The Corporate Sustainable Development Committee has been | |||||||
| evaluating the risks and opportunities of climate change to the | |||||||
| Company with reference to the framework of the TCFD | |||||||
| Recommendations, and developing projects such as energy | |||||||
| management and carbon information disclosure from the | |||||||
| perspective of climate change mitigation; In terms of climate | |||||||
| change mitigation, the Company is developing towards energy | |||||||
| management, carbon information disclosure and other projects. In | |||||||
| terms of climate change adaptation, the Company will evaluate | |||||||
| cooperation plans for solar energy and energy storage systems to | |||||||
| reduce the purchase of electricity. | |||||||
| Major | Major physical | Major climate | |||||
| transformation risks | risks | opportunities | |||||
| Business, | Penalized for • |
Climate extremes • |
Understanding • |
||||
| strategic, | failure to comply | (high | the carbon | ||||
| and | with greenhouse | temperature, | emission status | ||||
| financial | gas reduction | drought, flood, | of the | ||||
| impacts | requirements or | etc.) affecting the | Company's | ||||
| climate-r from |
conservation energy |
operation of factories or |
through the operations |
||||
| elated | policies | power plants | greenhouse gas | ||||
| risks and | To mitigate the • |
Extreme climate • |
inventory | ||||
| opportu | issue of climate | (high | Conducted • |
||||
| nities | change, policies | temperature, | courses on | ||||
| such as carbon or regulations |
drought, flood, etc.) leads to |
carbon | |||||
| management |
| mentation (Note 1) mple I |
m the Difference fro |
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|---|---|---|---|---|
| Best-Practice Principles Corporate Governance |
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| Promotion Items | Yes | No | Descriptions in summary | WSE/TPEx Listed mpanies and the Co for T |
| reasons | ||||
| increase in tax, carbon |
(verification, | |||
| electricity bill, reduction targets |
reduction, | |||
| labor cost, and and reporting |
carbon tax) and | |||
| maintenance and obligations have |
formulated | |||
| operation cost become stricter, |
corresponding | |||
| High failure rate • which may affect |
measures | |||
| • of some parts of the Company's |
Establishment | |||
| of an the solar power profits |
||||
| plant due to | investment evaluation |
|||
| abnormal weather | ||||
| system to assess | ||||
| investment risk all aspects of |
||||
| (IV) Has the company compiled statistics on greenhouse | (IV) The Company has established goals for energy conservation and | Without a significant | ||
| weight waste water usage, and total gas emissions, |
| carbon reduction, greenhouse gas reduction, water use reduction, | difference | |
| over the past two years, and developed policies for | with the Code of Practice management in accordance waste and |
|||
| minimizing emissions, gas greenhouse reducing |
Development, and has compiled statistics on Sustainable for |
|||
| water usage, or managing other waste? | greenhouse gas emissions, water consumption, and total weight of | |||
| waste to reduce the impact of our operational activities on climate | ||||
| coverage is of information The scope change. |
Gigastorage | |||
| Factory), Xinfeng and Factory (Second subsidiaries. Factory |
excluding | |||
| Right Law, Operation Control According to the 1. |
Gigastorage | |||
| Technology has investigated greenhouse gases in Category I and | ||||
| Category II. Category I includes fuel combustion used by fixed | ||||
| emission sources (such as diesel used by emergency generators), | ||||
| mobile emission sources (such as diesel fuel combustion used by |
||||
| used by official vehicles and stackers), or other activities and | ||||
| fugitive emission sources (such as firefighting equipment, septic | ||||
| mainly includes indirect Category II and refrigerant). tank |
||||
| emissions of purchased electricity, with the | main greenhouse gas | |||
| The indirect dioxide. carbon being emissions |
of emissions |
|||
| % of the total emissions. Category II account for approximately 99 |
| m the Difference fro |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Descriptions in summary | |||||||||||||||
| mentation (Note 1) | |||||||||||||||
| mple | |||||||||||||||
| I | (1) Greenhouse gas statistics: | Water consumption statistics: (2) |
Waste statistics: (3) |
||||||||||||
| No | |||||||||||||||
| Yes | |||||||||||||||
| Promotion Items |
| mentation (Note 1) mple I |
m the Difference fro |
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|---|---|---|---|---|
| Promotion Items | Yes | No | Descriptions in summary | Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
| recent years, it is difficult to predict the direction of greenhouse The Company properly plans the wastewater treatment process basis, effectively manage the wastewater treatment, and ensure The primary principle of the Company's waste management is that the discharged water quality meets the discharge standards preliminary goal has been set to reduce emissions intensity by based on the characteristics of each source of wastewater. This % annually. The greenhouse gas reduction target for 2024 is to reduce the amount of greenhouse gas emissions per unit of % compared to the previous year. However, due conditioning system to reduce water consumption. However, 2. Due to the company's ongoing operational transformation in overall revenue was halved. Additionally, there was a slight filtration. A dedicated wastewater treatment department and responsibilities to monitor the wastewater quality on a daily to the sluggish photovoltaic market in 2024, the company's % compared to process machine every week, regularly inspect the pipeline increase in electricity consumption. As a result, the carbon includes physical and chemical treatment methods such as gas, wastewater, and waste reduction targets. Therefore, a due to the halving of revenue in 2024, water use intensity of industrial parks. Review the water usage status of the neutralization, coagulation sedimentation, and pressure condition, and inspect the operation status of the air personnel are set up according to their respective emission intensity in 2024 increased by 216 % compared to 2023. increased by 268 revenue by 1 2023. 1 |
| m the Difference fro |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
Without a significant difference |
||
|---|---|---|---|---|
| mentation (Note 1) mple I |
Descriptions in summary | reducing the amount and harmfulness of waste. Secondly, it is solidification and burial. Total waste in 2024 will be reduced the recycling and reuse of waste materials, energy recovery, to reduce the use and toxicity of process chemicals, thereby by 100 tons compared to 2023, and waste intensity will be and finally, other treatment methods such as incineration, %. reduced by 79 |
(Year 117 of the ROC calendar). Currently, the GHG inventory greenhouse gas (GHG) assurance must be disclosed in 2028 3. According to the roadmap for listed and OTC companies, data has not yet been verified. |
Human Rights (UDHR) and follows the international conventions on on Work, and the UN Guiding and which the we have faithfully complied with Labor Standards Act and such labor managerial management we convened a total of four labor management conferences where both sides were given chances to management is given chances to listen to voices from the labor side face-to-face We elaborately design and provide channels for employees to speak up their voices, provide information platform into use. Through all such efforts in we firmly safeguard the very fundamental human Meanwhile, our entire staff are kept Rights, Company, Declaration (UNGPs), Human Declaration of related laws, duly worked out work rules and internal with sponsor labor Here at the human rights, including the International Bill of with their gaps and accords. The Rights Gigastorage's human rights policy – Organization to virtually safeguard employee interests. Universal Human ples and Rights at supply chain partners also comply.。 we and Company supports the basis, Year 2024, Labour rights to the entire staff. Business regular Fundamental Princi International conferences. In on a communicate combination, formulates On Principles rules. The the (I) |
| No | ||||
| Yes | | |||
| Promotion Items | management policies and procedures in accordance with laws and International Human Rights Conventions Protocol? Company formulate relevant IV. Social issues Does the (I) |
| m the Difference fro |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| Company's operating activities. In 2024, there major forced or |
ESG report work have been conducted to evaluate the rights, |
Q3 | V | V | |||||||
| with human |
Q2 | V | V | ||||||||
| Descriptions in summary | Collaborate basic |
Q1 | V | ||||||||
| mentation (Note 1) mple I |
compulsory labor incidents, no labor disputes, no violations of have been no incidents of discrimination, no labor laws, and no disciplinary penalties. informed of the |
writing every year to collect human rights related topics for environment safety, employee health, salary and benefits, and evaluate risk levels through risk assessment tools. In 2024, three diligence: including questionnaire surveys due person, following topics: Human rights interested 1. |
Questionnaire type/Quarter | Promotion system | Physical and mental balance |
Employee care Competent |
Management | Performance appraisal | 2. Through works councils or questionnaire surveys, we can understand the issues that employees value, and develop |
Taking the 2023 questionnaire survey as an example, employees mitigation and remedial measures to track improvement results. value the issue of the Company's salary increase. During Q1 |
|
| No | |||||||||||
| Yes | |||||||||||
| Promotion Items |
| m the Difference fro |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
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|---|---|---|---|
| mentation (Note 1) mple I |
Descriptions in summary | may participate in Human resources units will conduct relevant courses and training in the including: with laws and payment mechanisms and platforms, workplace bullying, and sexual harassment prevention etc., to enhance human rights awareness and reduce the probability of risk Tracking Employee Gender and Age Distribution: To promote middle-aged and senior individuals to remain in the workforce, the company upholds a non-discriminatory approach toward the employment The data related to gender, age, with statistics recorded of older age groups. Due to the physically demanding nature of many job roles, the proportion of male employees is higher than survey, employee satisfaction with salary was low. Once the decision was made at the end of Q1 for a salary increase, training at the time of entry or from time to time. and of system, equal employment opportunities and encourage introduction to company policies that comply responsibilities employee satisfaction in Q2 rose immediately. methods 3.Conduct education and training: Employees training ethnicity, and nationality is as follows, regulations, introduction to appeal calculation and legal that of female employees. as of December 31, 2024. education obligations salary regulations, occurrence. Company's employer 4. |
|
| No | |||
| Yes | |||
| Promotion Items |
| m the Difference fro |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
Without a significant difference |
|---|---|---|
| mentation (Note 1) mple I |
Descriptions in summary | Talent is not only an important development of the enterprise. In order to attract and retain talents, Gigastorage provides a competitive salary, and provides meets the needs of colleagues, such as vacation system, insurance, healthcare, learning and growth meal workplace and other diversified asset of a company, but also the foundation for the sustainable Compassionate Maternity leave Volunteer leave Paternity leave prevention leave Physiological Bereavement Public Leave Miscarriage examination Sick leave environment, nanny system, employee dormitory, group Marriage Maternal measures to protect the rights and interests of employees. holiday leave leave leave leave Group Food Restaurant Employee health check Book purchase subsidy Special store discounts Family Day Activities Celebration activities Employee dormitory Breastfeeding room Healthy Workplace Club activities Medical room Meal subsidy Welfare Items Annual off-site meeting celebration subsidies Education and training Marriage, funeral, and Annual travel subsidy Dual track promotion measures: Maternity allowance restaurant, pension, healthy In-service training Festive coupons Hospitalization Nanny system allowance subsidies channels welfare system that welfare Employee bonus stock Labor health insurance Achievement bonus Accident insurance Pension allocation Medical insurance Shareholding trust Quarterly bonus (II)1.Employee Year-end bonus Life insurance a |
| No | ||
| Yes | | |
| Promotion Items | (II) Does the Company enact and enforce rational welfare salaries, measures) and does the Company reflect the business performance onto (including vacation days and other welfare employees remuneration to employees? toward facilities |
| mentation (Note 1) mple I |
m the Difference fro |
|||
|---|---|---|---|---|
| Promotion Items | Yes | No | Descriptions in summary | Best-Practice Principles WSE/TPEx Listed Corporate Governance for T |
| mpanies and the reasons Co |
||||
| [Salary and Benefits] | ||||
| we are not stingy in sharing the In addition to fixed salaries, |
||||
| profitability of the Company's operations. Our overall salary is | ||||
| distribute we and above the industry level, maintained |
||||
| performance bonuses based on departmental and individual performance. and bonuses, quarterly bonuses, year-end |
||||
| We have established a welfare committee in accordance with | ||||
| on-the-job subsidies, travel annual providing law, the |
||||
| regular stocks, bonus employee and training, education |
||||
| club meetings, off-site annual checks, health employee |
||||
| and maternity subsidies, funeral and wedding activities, |
||||
| paternity leave, book purchase subsidies, education subsidies, | ||||
| and various special store discounts and other benefits. Starting | ||||
| will be from July 2022, an employee stock ownership trust |
||||
| will allocate 100% of its Company implemented, and the |
||||
| and attract principal salary to strengthen talent retention |
||||
| external talents to join. | ||||
| [Vacation System] | ||||
| basic labor law, institutionalized leave According to the |
||||
| regulations are provided to allow colleagues to flexibly use | ||||
| various types of leave, ensuring that colleagues can enjoy | ||||
| appropriate and sufficient rest rights in their spare time. | ||||
| [Insurance Coverage] | ||||
| with labor In addition to legally insuring each employee |
||||
| monthly health insurance, and regular national insurance, |
||||
| various insurances for employees, plan we also pension, |
||||
| medical insurance, accident insurance, life including |
||||
| insurance, etc., to increase their overall protection and ensure | ||||
| that colleagues have no worries at work. | ||||
| [Employee Retirement System] | ||||
| The Company follows the Labor Standards Act (Old Pension |
| m the Difference fro |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
||
|---|---|---|---|
| mentation (Note 1) mple I |
Descriptions in summary | System) and the Labor Pension Act (New Pension System) as Under the old pension system, % of the total salary of eligible employees to a dedicated retirement reserve fund. As of the end of 2024 , the balance of the old pension reserve which is sufficient to cover pension payments for employees under the old system. For employees covered by the new pension system, the Company monthly salary to their individual pension accounts managed by the Bureau of Labor Insurance. In 2024, the total amount contributed under the new In line with the amendments to the Labor Standards Act, the Company has also established a deferred retirement policy. who reach the age of 65 and have served the their with retirement being deferred by at least one (1)Article 28-1 of the articles of association of the Company: If makes a profit during the year, it shall allocate employee director However, accumulated losses, if any, of the Company shall first be deducted and distribution shall be may be paid in stock or cash, and the recipients of such payment shall include employees of meet certain conditions, and the 2.Business performance is reflected in employee compensation extend as as % % to 8 3 more than individually than % of each employee's Company contributes at least 2 made from the remaining balance. more million, stipulated by the government. no negotiate who system was NT\$5,012,439. no Employee compensation and NT\$19.69 affiliated companies and 4% may compensation, compensation. additional year. no less than the Company employment, contributes 6 Employees account is Company the |
board of directors shall be authorized to set such conditions. |
| No | |||
| Yes | |||
| Promotion Items |
| m the Difference fro |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
Without a significant difference |
|---|---|---|
| mentation (Note 1) mple I |
Descriptions in summary | and remuneration to directors are subject to the applicable laws of market salary surveys every year, adjusting salaries based on market salary levels, economic trends, and personal performance to the Taiwan region includes both supervisory and with an average annual salary Company has established an occupational safety and with the laws and regulations, as well as the standards of the ISO 45001 occupational safety and management system, to promote various occupational every six months (accumulated 267 points in 2024), and promptly with well as employee safety and (2) Handle various safety training programs, such as hazard education and training, fire prevention and emergency response drills, to enhance employees' safety awareness. frequent than manage them according to the results of the medical personnel to provide on-site health with regulations. In Board 2024, employees improve any abnormalities to ensure compliance major plans and carry out Company participates in safety and health activities. Specific measures include: by the monitoring In services in the factory according to the law. In 2024, a total of 347 people participated. more competitiveness. Matters in relation to remuneration to determined promotion activities in accordance are environment checks that laws and regulations, as are non-supervisory positions, (2)Overall salary policy: the salary health plan in accordance checks, and arrange Promote the four work and health overall and regulations (1) Implement %. regulations, Provide increase of 3 Company's Directors. health. maintain health The (3) (4) (III) 1. |
| No | ||
| Yes | | |
| Promotion Items | with secure and healthful working environment and render safety and health related educational programs on a regular Does the Company provide employees basis? (III) |
| mentation (Note 1) mple I |
m the Difference fro |
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|---|---|---|---|---|
| Promotion Items | Best-Practice Principles Corporate Governance |
|||
| Yes | No | Descriptions in summary | WSE/TPEx Listed mpanies and the Co for T |
|
| health | reasons | |||
| promotion participated in people 125 activities. 2024, |
||||
| 2. The Company has passed the three-year revalidation of the | ||||
| management health and safety occupational ISO 45001 |
||||
| Second Hukou our September 2024, covering system in |
||||
| Factory and Xinfeng Factory. | ||||
| 3. The number of occupational injuries of the Company in 2024: 0, and the number of occupational injuries: 0. |
||||
| 4. Number of fire incidents of the Company in 2024: 0. | ||||
| Does the Company set up effective present career (IV) |
(IV) In order to effectively cultivate employees and enhance their | Without a significant | ||
| capability development oriented training programs | | comprehensive a has Company abilities, the professional |
difference | |
| for its employees? | Regular internal education and training and learning pipeline. |
|||
| management, functions, professional various on training |
||||
| environmental safety and health, self-inspiration, etc., are held | ||||
| to enhance employee skills. Occasionally, personnel are sent to | ||||
| domestic and foreign training or relevant academic institutions | ||||
| to participate in seminars, thereby creating the overall interests | ||||
| In order to enable colleagues to acquire professional knowledge of the Company and employees. |
||||
| and self-knowledge employees' increase and skills, and |
||||
| concepts, Gigastorage actively plans employee training courses. | ||||
| The 2024 employee training includes: new employee training, | ||||
| marketing training, professional functional training, business |
||||
| training, self-inspiration training, education general |
||||
| which are divided into management training, and information |
||||
| seven major training systems. | ||||
| m the Difference fro |
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significant a Without |
difference | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| and | |||||||||||||||||
| quality, responsibility | Under no circumstances defraud or any other |
Whenever a customer becomes | |||||||||||||||
| mislead, | |||||||||||||||||
| product | |||||||||||||||||
| mentation (Note 1) mple I |
Descriptions in summary | The implementation status of supervisors at all levels is as | follows: | upholds Company |
marketing ethics, complies with government rules & regulations | and relevant international standards. deceive, Company shall the |
behaviors that are likely to undermine customers' trust and | doubtful about our products. Here at the Company we shall take damages into customer rights. |
|||||||||
| The (V) |
|||||||||||||||||
| No | |||||||||||||||||
| Yes | | ||||||||||||||||
| Promotion Items | and health and service related product Toward (V) |
privacy, customer customers, toward security |
marketing and labelling, does the Company faithfully with laws and ordinances concerned and comply |
consumer enact further and rules international |
and policy interest related grievance procedures? projection interest |
| mentation (Note 1) mple I |
m the Difference fro |
|||
|---|---|---|---|---|
| Promotion Items | Best-Practice Principles Corporate Governance |
|||
| Yes | No | Descriptions in summary | WSE/TPEx Listed mpanies and the Co for T |
|
| reasons | ||||
| management faithfully comply with the relevant rules & regulations in terms & well as the of environmental protection, occupational safety suppliers to health and labor related human rights as Company enact a supply facts regarding the enforcement? request firmly Does the policy to (VI) |
| has established customer service procedures, measures, and customer satisfaction customers. Through the Company's website, we further provide with into products. (stakeholders) as the very sound channel for complaint and compliance (1) To achieve sustainable operation, we require all suppliers to sign an 'Integrity Commitment Letter' to prioritize the with units evaluating the Our Company, as well, faithfully complies with the international announcement Nations recommended well as the specific needs customer property control procedures, product return, exchange measures to protect the rights and interests of parties basic requirements of environmental, social, and corporate Measures], interested related w-up settlement. rising from customers for related management. window and e-mail to communicate toward Management quality assurance and United TDG, and the like, as policies zone full responsibility for the follo system, the special [Supplier management management procurement and the governance. document-GHS Develop Company with management standards: or discount norms-UN (VI)1.Supplier grievance. Further sound (2) The |
Without a significant difference |
|
| And every is professional Form" Evaluation material suppliers. and capabilities, Regular quality new raw "Supplier operational level, of the capabilities quarter, |
||||
| of suppliers' delivery status (including receiving and delivery quality level assess the and evaluate executed to |
||||
| (including coordination of environmental cooperation), in supply and table, delivery abnormal statistics, rate |
||||
| meet the six aspects of supplier quality/delivery order to |
||||
| time/service/sustainability and finance/cost. | ||||
| To implement issues such as environmental protection, (3) |
||||
| we require occupational safety and health, or labor rights, |
| m the Difference fro |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co for T |
Metal on Form" refine of of jointly |
Without a significant difference |
WSE/TPEx Listed Companies, Development" and established the |
|---|---|---|---|---|
| mentation (Note 1) mple I |
Descriptions in summary | Conflict-Free], so that suppliers follow the same principles Commitment environmental improve the progress of suppliers' deficiencies in order to manufacturing management committing to green environmental protection technology quarterly to differentiate supplier levels and risks. Track and in the field of sustainable development of the enterprise. "[Declaration commitment material suppliers to sign the [Declaration of and occupational safety and health with the supplier. Evaluation technology, belief quality have signed an [Integrity manufacturing processes, and increase yield. materials related to the and and achieve the the Regular 9001 and social consensus sign pass the ISO "Supplier quality and corruption, Metal] to 2. Implementation situation: a certification (3) Suppliers of raw reach improve (2) Implement the All suppliers responsibilities. must Conflict-Free anti-bribery, to process Letter] system jointly raw (1) |
At present, the report has not been confirmed or guaranteed by a implementation results of major themes on our official website. The 2024 sustainability report will be uploaded to the official website in requirements at home and abroad to conduct stakeholder and major The Company is based on the GRI Standards issued by the Global We disclose the policies, commitments, and Reporting Initiative (GRI), and takes into account benchmark enterprises, international standards, and government agency y verification unit. theme evaluations. August 2025. d-part thir |
Enterprise Sustainable Development Committee to supervise and promote the implementation of sustainable development strategies. The Company has reviewed the principles based on Sustainable Development Best Practice Principles for T August 2022, the board of directors of the Company passed the establishment of the "Code of Practice for Sustainable |
| No | | |||
| Yes | ||||
| Promotion Items | Company referred to international reporting of sustainability reports and other reports which disclose Have the abovementioned reports obtained the verification or certification preparation the Company's non-financial information? party its third in from guidelines opinions or organizations? assurance standards Has the V. |
please describe any discrepancy between the principles and their implementation: VI. If the Company has established sustainable development In |
| mentation (Note 1) mple I |
m the Difference fro |
|||
|---|---|---|---|---|
| Promotion Items | Yes | No | for T Descriptions in summary |
Best-Practice Principles WSE/TPEx Listed Corporate Governance mpanies and the reasons Co |
| implementation of this code and made improvements accordingly, and there have been no discrepancies in its implementation to date. | ||||
| VII. Other key information helpful for better understanding about performance in corporate social responsibility (CSR): | (I) The Company has spared no effort to invest in environmental protection & health affairs, e.g. participation in regional associated defense organization in Hsinchu Industrial Zone to team up with the fire brigades in emergent rescue and evacuation drills further in coordination with Hsinchu Industrial Zone in water conservation |
|||
| the expectation from stakeholders. | campaign. In fact, in terms of safety & health and environmental protection aspects, there are numerous targets worth our pursuit. In the future, we shall continually endeavor toward sustainable development of the enterprise with fulfillment of corporate social responsibility (CSR). In equivalent efforts, we shall try to live up to |
|||
| (II) Social contribution, social services, and social welfare: Gigastorage Technology regularly participates in the charity sale activities of the Taiwan Fund for Children and Families of Hsinchu County every year, and all proceeds are donated to the Taiwan Fund for Children and Families. The Com |
pany cooperates with the Hsinchu | |||
| and annual activities, the Company also allocates a certain amount of funds to purchase groups, helping them to live independently and regain confidence to welcome a happy life. |
County Government to address the unsold agricultural and fishery products in Taiwan and calls on group employees to jointly subscribe. Every year during festivals materials, gifts, etc. from public |
welfare undertakings or disadvantaged | ||
| major disaster donations in Taiwan, such as the | Other national events organized in collaboration with local governments, such as the Taiwan Lantern Festival and the Taiwan Morakot typhoon and the Kaohsiung gas explosion. |
Middle School Athletic Games, or | ||
| We have previously collaborated National Formosa Industry–academia collaboration: University of Technology, and |
University of Science and University on industry university specialized courses. Currently, Yunlin National with universities such as |
China we have established an industry university Technology, |
||
| welfare organizations: the Taiwan Fund for Children and Families of cooperation plan with Donation to public |
World Peace Foundation, Ming Chi University of Technology to assist in cultivating students' professional skills to enter the industry. Hsinchu County, |
Welfare Genesis Social |
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| Foundation, National Tsing Hua University, Hukou Zhongxing Elementary School, and Sunshine Social (III)Gigastorage arranges external audits and verifications of ISO 9001, 14001, and 45001 every system. The first sustainability report |
was issued in 2021, and the 2024 sustainability report continues to adhere to the principles of integrity, pragmatism, Q3 to continuously confirm the effectiveness of the Welfare Foundation etc. |
management | ||
| y report is scheduled to be published in Au sustainabilit |
gust 2025. | transparency, and openness, specifically describing the investment and achievements of Gigastorage in the economy, environment, and society in 2024. The 2024 | ||
| Note 1: If "Yes" is checked for implementation status, please specify the important policies, strategies, measures and implementation status adopted; If "No" is checked for the implementation status, please explain the differences and reasons between the "Code of Practice for Sustainable Development of Listed and OTC Companies" column, and explain the plans to adopt relevant policies, strategies, and measures in the future. However, regarding the promotion of projects 1 and 2, listed and |
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| strategy and goal formulation, and review measures. Also clarify the Company's risk management policies or strategies for environmental, social, and corporate OTC companies should clarify the governance and supervision framework for sustainable development, including but not limited to |
management policies, | |||
| governance issues related to operations, and their evaluation status. | ||||
| upon stakeholders. | Note 2: The term "principal of materiality" as set forth herein denotes such facts regarding environment, society, issue of corporate governance with significant impact | |||
Note 3: Please refer to the best-practice reference examples on the website of the Taiwan Stock Exchange Corporate Governance Center for disclosure methods.
| mentation status mple I mation Related Infor mate- m |
mate risks falls within the purview of the ment ment ment within the organization. Under the direction of the board, the Sustainability Develop more, they offer suggestions to the board regarding the develop merging risks, developing mate risk mmittee executes sustainability initiatives in coordination with four working groups. The minent governing body with regard to cli responsibility of conducting thorough evaluations of operational and e ment strategies, and overseeing cli 1. The board of directors functions as the pree ment Group. Further manage mate strategy. mate-related risk Manage manage of a cli Risk Co cli |
mes affect power me parts of the solar power plant due to mands material supply, sustainability-related de High failure rate of so 2031–2040 m mal weather Long-ter mpany: and regulations mate extre supply, raw •Increased mate change on the Co and cost abnor Cli • • mes affect power me parts of the solar power plant due to mands material supply, sustainability-related de High failure rate of so 2026–2030 mpacts of cli m mal weather Mid-ter and regulations mate extre supply, raw •Increased and cost m i abnor m- and long-ter Cli • • Electricity prices due to rising material co-response and cost for power plant construction mes affect raw mand mand for green power increases the de mediu 2023–2025 m Short-ter 2. Describe the short-, mperatures mate extre •Increased de Cli te • • m, and long mate risks and mediu |
mative actions. me weather events and transfor mpact of extre 3. Describe the financial i me weather |
|---|---|---|---|
| mentation of Cli Ite mple 1.I |
ment's oversight and governance of mate-related risks and opportunities. 1. Describe the board of directors' and manage cli |
opportunities affect the business, strategy, and finances of the business (short, 2. Describe how the identified cli m). ter |
mpact of extre mative actions. 3. Describe the financial i events and transfor |
Climate-related information for TWSE/TPEx-listed companies
| strategic, and financial |
mply with greenhouse Penalized for failure to co • |
mes (high mperature, drought, mate extre Cli te • |
Understanding the carbon mission status of the e • |
|
|---|---|---|---|---|
| impacts from climate-relate |
ments or energy gas reduction require |
flood, etc.) affecting the operation of factories or |
through the greenhouse mpany's operations Co |
|
| opportunities d risks and |
conservation policies | power plants | gas inventory | |
| mitigate the issue of To • |
mate (high me cli Extre • |
Conducted courses on • |
||
| mate change, policies cli |
mperature, drought, te |
ment manage carbon |
||
| or regulations such as carbon tax, carbon |
increase in electricity bill, flood, etc.) leads to |
(verification, reduction, carbon tax) and |
||
| reduction targets and | labor cost, and | mulated corresponding for |
||
| reporting obligations | maintenance and | measures | ||
| me stricter, have beco which |
operation cost | ment of an Establish • |
||
| may affect the mpany's profits Co |
me parts of the solar power High failure rate of so • |
ment evaluation m to assess all invest syste |
||
| mal plant due to abnor weather |
ment risk aspects of invest |
|||
| mate risk identification, 4. Describe how cli |
4. Gather infor | mation on the external | market, regulations, technologies, and future develop | ment trends of |
| ment processes are manage ment, and assess |
the physical cli | mate, list the cli | mpany mate risks and opportunities the Co |
may face, and then convert |
| ment manage integrated into the overall risk |
relevant cli | mate risks into financial figures, prioritize risks based on likelihood, and for | mulate and | |
| m. syste |
measure the financial i | mpact of high-risk scenarios. | ||
| 5. If scenario analysis is used to assess resilience to | 5. According to the 2012 assess | mental Panel on Cli ment report by the Intergovern |
mate Change (IPCC), the | |
| meters, mate change risks, the scenarios, para cli |
definition of risk enco | mpasses three indicators: hazard, vulnerability, and exposure. These indicators are | ||
| major financial mptions, analysis factors and assu |
used to assess the flood risk to populations affected by cli | mate change. Gigastorage factory is located in | ||
| mpacts used should be described. i |
Hukou Township Industrial Park, and the platfor | m is adjusted according to cli | mate change risks. Based | |
| map co on the flooding disaster risk |
mposed of hazard, vulnerability, and exposure indicators, the | |||
| current observed flooding risk is rated at level 1, and it is esti | mated that it will rise to level 3 in the | |||
| future. | ||||
| managing 6. If there is a transition plan for |
6. As key quantitative evaluation indicators, Gigastorage has chosen to assess the establish | ment of solar | ||
| missions, the planning horizon, and the progress achieved each year should be specified. If carbon manage physical risks and transition mate-related risks, describe the content of the credits or renewable energy certificates (RECs) activities covered, the scope of greenhouse gas are used to achieve relevant targets, the source 7. If internal carbon pricing is used as a planning and quantity of carbon credits or RECs to be tool, the basis for setting the price should be plan, and the indicators and targets used to mate-related targets have been set, the offset should be specified. identify and stated. risks. 8. If cli cli e |
% by 2025, missions classified as Scope 2. missions per unit of revenue. By 2025, Gigastorage intends to have % (Scope 1 plus Scope 2), with 2020 serving as the % of the electricity generated by solar power plants mpared to mpany will disclose the verified status of the parent mpany's greenhouse gas inventory in the annual report by 2027, in accordance with regulations. measures to manufacturing activities at mission intensity in 2024 has % ms to reduce electricity usage per unit of production by 5 missions per unit revenue (Scope 1 plus Scope 2) by 5 % co mulate mption in 2024 is projected to increase by 22 ms and for % of these e m the mpany plans to calculate the electricity usage of various syste % decline in revenue, the carbon e marily originate fro Gigastorage Plant II and Gigastorage Xinfeng, with over 99 7. Internal carbon pricing is not yet used as a planning tool. installed by 2025, using 2023 as the reference year. missions per unit of revenue by 5 reference year. Gigastorage intends to surpass 10 mpared to 2020 by 2025. Additionally, the Co missions pri mpared to 2023. According to statistics, electricity consu meet the goal of reducing carbon e mption. It ai power plants and greenhouse gas e 2023 . Additionally, due to a 50 8. Gigastorage's greenhouse gas e significantly increased co reduce electricity consu reduced carbon e the Co To co co |
|---|---|
| action plan (separately fill out in points 1-1 and 9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete 1-2 below). |
9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan (separately fill out in points 1-1 and 1-2 below). |
- Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years
| Describe the e | me ( mission volu |
metric tons CO2e), intensity ( | metric tons CO2e/NT\$ | million), and data coverage of greenhouse gases in the | most recent 2 | |
|---|---|---|---|---|---|---|
| fiscal years | ||||||
| The scope of greenhouse gas e | mission data for Gigastorage's inventory includes the Hukou Plant II and the Xinfeng Plant. | |||||
| Plant II+Xinfeng | Greenhouse gas CO2 e | Revenue | NT\$ O2e/ Carbon intensity (tons C |
|||
| Plant. | Scope 1 | Scope 2 | metric tons) ( |
million) (NT\$ |
million) | |
| 2021 | 39.35 | 3,724.65 | 3.764.00 | 576.81819 | 6.53 | |
| 2022 | 36.20 | 3,703.64 | 3.739.84 | 929.01606 | 4.03 | |
| 2023 | 30.30 | 3,610.14 | 3.640.44 | 902.58798 | 4.03 | |
| 2024 | 17.54 | 3,767.41 | 3.784.96 | 435.09158 | 8.70 | |
| institutions, assurance standards, and assurance opinion. The greenhouse gas inventory confir Describe the status of assurance for the Greenhouse mation and confir (ISO). (2) Note 1: Note 2: Note 3: Note 4: infor |
million) shall be disclosed. mation Gas |
Assurance Infor | paragraph 2 of the Regulations. Other indirect emissions information may be voluntarily disclosed. mation has not yet been conducted, and the parent co will be disclosed in the 2028 annual report. but originate from sources owned or controlled by other companies). mation |
gas emissions from electricity, heat, or steam) and other indirect emissions (scope 3, i.e. emissions from company activities that are not indirect energy emissions, Direct emissions (scope 1, i.e. emissions directly from sources owned or controlled by the Company), indirect energy emissions (scope 2, i.e. indirect greenhouse mpany's 2027 individual greenhouse gas inspection most recent 2 fiscal years as of the printing date of the annual report, including the scope of assurance, assurance The intensity of greenhouse gas emissions may be calculated per unit of product/service or revenue, but at least the data calculated in terms of revenue (NT\$ 1 Greenhouse gas inventory standards: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 issued by the International Organization for Standardization The data coverage scope for direct emissions and indirect energy emissions shall comply with the schedule prescribed in the order issued under Article 10, |
||
| Note 1: | Company has not obtained a complete greenhouse gas assurance opinion by the date of printing of the annual report, it shall note that "Complete assurance This information shall be disclosed in compliance with the schedule prescribed in the order issued under Article 10, paragraph 2 of the Regulations. If the information will be disclosed in the sustainability report." If the Company does not prepare a sustainability report, it shall note that "Complete assurance |
| MOPS)," and shall disclose the complete assurance information in the annual report of WSE Corporate Governance Center website. WSE and the TPEx The assurance institutions shall meet the directions regarding assurance of sustainability reports prescribed by the T When preparing the disclosure content, the Company may refer to the best practice reference examples on the T Action Plan Gas Reduction Targets, Strategy, and Concrete Market Observation Post System ( information will be disclosed on the the following fiscal year. Greenhouse (3) Note 2: Note 3: |
Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of ment of the reduction targets. achieve |
will be disclosed in the 2027 annual report as required. mation in 2026 mpany's greenhouse gas inventory infor The consolidated co |
under the order issued under Article 10, paragraph 2 of the Regulations, a company with capital of NT\$10 billion shall complete the inventory for its fiscal 2024 The base year shall be the fiscal year in which the greenhouse gas inventory is completed based on the consolidated financial reporting boundary. For example, annual consolidated financial report in 2025, so the base year will be 2024. If a company has disclosed its inventory in its consolidated financial report in an This information shall be disclosed in compliance with the schedule prescribed in the order issued under Article 10, paragraph 2 of the Regulations. Note 1: Note 2: |
earlier year, it may take the earlier fiscal year as its base year. Also, the data for the base year may be calculated based on a single fiscal year or the average of multiple fiscal years. |
WSE Corporate Governance Center website. When preparing the disclosure content, the Company may refer to the best-practice reference examples on the T Note 3: |
|---|---|---|---|---|---|
| ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| Facts of performance (Note) | The differential gap from | |||
|---|---|---|---|---|
| Items of evaluation. | Yes | No | Descriptions in summary: | WSE/TPEx Management Best-Practice Listed Companies and the reason why behind Ethical Corporate Principles for T |
| Corporate Management policy officially resolved by the board of directors and in such policy and external documents, Management method and how the board of directors and implementation Ethical toward Ethical Corporate commitment into an enacted Ethical put Management Management? management firm expressly remark the Company the I. Ethical Corporate thoroughly Corporate Has the ranking policy, (I) |
| Management Rules" and "Corporate Governance Best-Practice Principles" to management to when implementation of business operation and further disclose such management executives and all employees are required to sign a letter of philosophy (I) The Company has duly enacted "Ethical Corporate Directors, senior directors and ranking business the commitment to ethical conduct. website. with of Company's comply board govern the faithfully into the |
Without a significant difference |
|
| (II) Has the Company duly set up an evaluation mechanism unethical behavior. Such a policy shall include the into the risk of an unethical act to, on a periodical basis, analyze and evaluate such operating activities and, potential under Corporate WSE/TPEx behavior measures set forth prevent Management Best-Practice Principles for T Ethical unethical to of policy 7 high in risk in preventive Article a enact Listed Companies? 2, minimum the accordingly, Paragraph believed |
|
Act, Act, Government Due to Conflicts of Interest and other laws and ordinances concerned, as well as audit, internal control system which the entire staff of with. Toward operating activities subject to high risk in unethical behaviors, Management director, substantial operation, provide, commit, request or accept any sorts of unjustifiable benefits from a customer, agent, contractor, supplier, public servant or other stakeholder. The amount of charitable donation, sponsorship in each case has been reported to the authorized well satisfactory to laws and & Company's internal rules with the Company Accounting Recusal of Public Servants Principles, expressly providing that a business a Act, Corporate Company are required to faithfully comply and Commercial Anti-Corruption appointee while engaging in (II) The Company has faithfully complied Ethical ordinances concerned and the employee, Act, rank level for final approval, up Act on Exchange Act, set not, officer, has Donation Act, controller shall Securities and Company Best-Practice regulations. . Procurement managerial Political the the |
Without a significant difference |
(VI) Facts about differential gap between fulfillment in Ethical Corporate Management Best-Practice Principles from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies.
| Facts of performance (Note) | The differential gap from | |||
|---|---|---|---|---|
| Items of evaluation. | Yes | No | Descriptions in summary: | WSE/TPEx Management Best-Practice Listed Companies and the reason why behind Ethical Corporate Principles for T |
| (III) Amidst the policy to prevent unethical behaviors, does operating procedures, behavioral guide, the grievance system put into implementation thoroughly and further reassess and and the violation update such policy on a regular basis? provide of expressly case penalty in Company with the |
corporate well as sound internal occurrence, the Company has further enacted "Standard Rules & Regulations" to expressly provide behavioral guidelines, punishment rules and grievance systems which have been faithfully enforced rules to accurately prevent a potential unethical behavior from "Rewarding about of sound rules and mechanism as into the Company's business operation. Behaviors" enactment Management governance, risk control Employees with effective publicity of Punishment means Governing By (III) |
Without a significant difference |
||
| Corporate Company evaluated the business transaction counterparts about their ethical records and expressly provided the ethical causes in the contracts executed Ethical of the with the business counterparts? Thorough implementation Management Policy Has the (I) II. |
| (I) Supply chain partners are required to sign the Honesty Letter of Commitment.Amidst transaction and procurement process, does make sure of the authentication of the Department of Affairs and further through various channels (e.g. credit investigation) to check and make sure the business counterparts' performance records to check and During would of respective customers and suppliers. Whenever a business transaction counterpart is found having the progress of the business transaction to strictly look into the risk exposure status. The Company would further assess whether would strictly control meetings, the Company management. website of confirm the commercial ethical corporate involved unethical behavior, the Company transaction counterparts through the Economic business or procurement oriented the Company check and Ministry of quo report the status Commerce, |
Without a significant difference |
|
| Company set up a dedicated unit under its Corporate Management policy to report to the board of directors policy, Management Ethical out Corporate directors to carry Ethical the of Has the board about (II) |
| Management. In fact here at the Company, based on the respective functions and business scope, would oversee and implement various business (II) The Company has set up Personnel & Administrative Department the Company should be discontinued from business transactions? to carry out Ethical Corporate Company the |
Without a significant difference |
| Facts of performance (Note) | The differential gap from | |||
|---|---|---|---|---|
| Items of evaluation. | Yes | WSE/TPEx Management Best-Practice Ethical Corporate |
||
| No | Descriptions in summary: | Listed Companies and the reason why behind Principles for T |
||
| supervision and implementation to prevent potential unethical behavior on a periodical basis (on an annual basis as the minimum). |
operations. Under the Company's board of directors is an Audit Company regarding law compliance. The report to the board of directors was completed with sound The administrative unit would accept and investigate, track and handle the results in response to the whistleblowing report. In the entire process, the Company would keep the personal information of the informant, Internally, the Company provides the internal staff i.e. the whistleblower, in strict confidentiality. channels to report illegal behaviors. entire oversee the on November 13, 2024. Committee to |
|||
| (III) Has the Company enacted a policy to prevent potential appropriate channels to speak up and put such policy into faithful provided and interests implementation. of conflicts |
| (III) The Company has expressly enacted in its Rules of Procedure for whenever a shareholder, director, supervisor and other stakeholder involves interested or juristic person on an issue and is, in turn, likely to injure the Company's interest, he or she may speak up opinion and answer a question but shall not join the voting process and shall further withdraw from conflict involvement (recusal) amidst discussion and voting process and shall not exercise the voting power on meeting, whenever involved in interested relationship, all such personnel would take the initiative to withdraw. The Company's entire staff would report to the management level whenever getting involved in conflict in interests to prevent a potential conflict of Interest which the Company provides appropriate channel to speak Governing & Members" to expressly provide sound punishment and grievance systems toward staff members amidst members involved in conflict of Interests, as requested Awards her representative directors Governing "Code director. In a board of enacted the Employee Behaviors" and "Regulations or Directors that his herself, further or Board of Staff has himself behalf of another by the Company. Company Punishment of Meetings of relationship the staff The up. for |
Without a significant difference |
| Facts of performance (Note) | The differential gap from | |||||||
|---|---|---|---|---|---|---|---|---|
| Ethical Corporate | ||||||||
| Items of evaluation. | Yes | No | Descriptions in summary: | WSE/TPEx Management Best-Practice Principles for T |
||||
| Listed Companies and the | ||||||||
| reason why behind | ||||||||
| implementation policy system, Management accounting into sound Corporate put Company of establishment Ethical the thoroughly Does with (IV) |
| (IV) The Company has set up a dedicated account unit to take charge accounting Standards. of |
affairs | on the based |
Accounting All the Company's financial statements have been Financial |
Without a significant difference |
||
| which the internal audit internal control system for |
duly audited and reviewed by the certifying certified public | |||||||
| unit would work out relevant audit plans based on the outcome of evaluation of unethical behavior by the |
Under the board of directors is the Audit Office which conducts accountants to assure definite fairness of financial statements. |
|||||||
| internal audit unit, as the very grounds to audit the implementation of compliance. So that the Company |
internal control system exactly in accordance | auditing operation and put into implementation thoroughly the with the annual |
||||||
| well prevent unethical behaviors, or does not Company commission a certified public accountant to can |
plans. | |||||||
| conduct audit? | ||||||||
| Company carried out in-house, outsourced Has the (V) |
| (V) | We have conducted internal and external education and training | Without a significant | ||||
| Corporate Ethical at aiming programs training |
on integrity management. Through online courses, the Company | difference | ||||||
| Management on a periodical basis? | arranges for employees to attend classes from time to time, enabling them to have a clear understanding of the concept and |
|||||||
| norms of integrity | management. | Before signing contracts and | ||||||
| transactions with external | manufacturers, relevant standards for | |||||||
| mpletion rate of the course exceeds 96 management honest co |
will | be | promoted. | the 2024, In %. |
||||
| Facts of performance (Note) | The differential gap from | |||
|---|---|---|---|---|
| Items of evaluation. | Yes | No | Descriptions in summary: | WSE/TPEx Management Best-Practice Listed Companies and the reason why behind Ethical Corporate Principles for T |
| reporting (whistleblowing) and reward system, and established a designated for the reporting III. The operation of the company whistleblowing system specific and personnel responsible channel, a enacted reporting Company appropriate convenient the object? Has (I) |
| The opinions of company employees can be reflected to the multiple channels such as the reporting email and anonymous appeal platform provided by the human and integrity management regulations, the head of the responsible department will jointly review the employee's reward and matters, and announce the relevant reward and resources unit, and are properly handled and communicated. the reward the and violates assessment employee punishment content to all colleagues. established an If management through rules. of the Company has punishment punishment Company (I) |
Without a significant difference |
|
| operating into and related mechanisms that should be taken after cases standard whistleblowing measures established the investigation is completed? follow-up accept Company investigation, the to confidentiality procedures Has the (II) |
| Governing Rewarding will deal with a reported fact in a fair and prudential attitude and classify whistleblower, accused facts, process of All competent units investigation and results in strict confidentiality. (II) The Company has enacted "Regulations & Punishment upon Entire Staff." the information of the |
Without a significant difference |
|
| (III) Has the Company taken a sound protective measure to from any safeguard an informant (whistleblower) unjustifiable act? |
| (III) Upon acceptance of a report from a whistleblower, the Company would keep the status of whistleblower and the reported contents in strict confidentiality and take all available means to safeguard the whistleblower from potential retaliation. |
Without a significant difference |
|
| website MOPS) Faith Management and the performance of implementation? Good Market Observation Post System ( Company disclosed through its own IV. Effort to strengthen disclosure of information on Principles Best-Practice and through about its Has the |
| The assure the Good Faith Management" and promulgated the Principles onto the Company's Market Company further puts into implementation thoroughly information basis. website and further promulgated the relevant information into The Company has enacted "Best-Practice Principles on periodical publicity to whistleblowing channels smooth and unblocked. a on strengthened MOPS) System ( with policy Post transparency Observation |
Without a significant difference |
| Facts of performance (Note) | The differential gap from | |||
|---|---|---|---|---|
| Ethical Corporate | ||||
| Items of evaluation. | Management Best-Practice | |||
| Yes | No | Descriptions in summary: | WSE/TPEx Principles for T |
|
| Listed Companies and the | ||||
| reason why behind | ||||
| Where the Company has set up Ethical Corporate V. |
Management Best-Practice Principles in accordance with the "Ethical Corporate | Management Best-Practice Principles | ||
| WSE/TPEx Listed Companies," please elaborate on the performance and the gap between the two: for T |
||||
| The Company has set up Best-Practice Ethical Principles so as to assure sound development in Best-Practice Principles based corporate culture. The substantial | ||||
| hands-on performance shows no difference from the Best-Practice Ethical Principles enacted by the Company itself. . | ||||
| VI. Other significant information conducive to better understanding about Ethical Corporate | Management Best-Practice Principles: (e.g. the Company's effort to reassess | |||
| Management Best-Practice Principles ) and update its Ethical Corporate |
||||
| (I) The Company's board of directors already enacted "Ethical Corporate | March 27, 2020 in accordance with the Company Management Best-Practice Principles" on |
|||
| Act, Securities and Exchange | Act and laws and ordinances concerned of the competent authority(ies) as the very base to put into implementation thoroughly | |||
| Best-Practice Ethical Principles. | ||||
| (II) Under the Company's "Rules of Procedure for | Meetings of Board of Directors," whenever a director finds an issue in discussion in the board of directors involves | |||
| his or her interests likely to impair the Company's interests, such director may speak and answer an opinion but shall not join the discussion and voting process and | ||||
| shall withdraw from the discussion and voting process. Such a director shall not exercise the voting power for himself or herself or for another on behalf. | ||||
| (III) The Company has enacted "Internal Operating Procedures to Deal with Significant Information." Under such Procedures, we set up a sound mechanism to manage | ||||
| significant internal information | with sound disclosure as necessary to prevent potential divulgence of such information and, in turn, assure consistence and | |||
| accuracy. Under the Procedures, under no circumstances shall a director, manager and employee divulge the significant internal information known to them to any | ||||
| other, nor shall they pry on or collect significant internal information | made public from the people which has not been |
who have been aware of such internal | ||
| On the significant internal information information. |
which has been known to them because of performance of duty, they shall not disclose such confidential | |||
| information as their inherent obligations of confidentiality. | ||||
| means of setup the sound corporate governance system and impeccable internal rules (IV) By |
& regulations, the Company successfully prevents unethical behaviors | |||
| from occurrence. In turn, we successfully create the operating environment toward sustainable development to put into implementation thoroughly the relevant | ||||
| Management Best-Practice Principles. contents in the Ethical Corporate |
||||
| Note: Please expressly elaborate on the box of summary disregarding "yes" or "no" in the performance. |
- (VII) Other significant information that would be conducive to better understanding of the Company's corporate governance performance which should be disclosed in the same package:
-
- With Internal Operating Procedures to Deal with Significant Information or not: Yes.
-
- Here at the Company, the facts of refresher educational & training programs by directors in 2024 and disclosure toward the Corporate Governance Special Zone of Market Observation Post System (MOPS):
| Position titles |
Name | Dates of refresher educational & training programs |
Sponsors: | Title of training programs | Number of hours in refresher educational & training programs |
Were the refresher educational & training programs satisfactory to the requirements (Note) |
|---|---|---|---|---|---|---|
| Chen, | November 13, 2024 Taiwan Corporate | Governance Association | Organizational Transformation in the Post-Pandemic Era |
3.0 | ||
| Chairman | Chi-Ming | August 13, 2024 | Taiwan Corporate Governance Association |
Decoding the Crisis - How to Thrive in the Age of Black Swans |
3.0 | Yes |
| Chen, | November 13, 2024 Taiwan Corporate | Governance Association | Organizational Transformation in the Post-Pandemic Era |
3.0 | ||
| Director | Su-Hui | August 13, 2024 | Taiwan Corporate Governance Association |
Decoding the Crisis - How to Thrive in the Age of Black Swans |
3.0 | Yes |
| Director | Wang, | November 13, 2024 Taiwan Corporate | Governance Association | Organizational Transformation in the Post-Pandemic Era |
3.0 | Yes |
| Ming-Lang | August 13, 2024 | Taiwan Corporate Governance Association |
Decoding the Crisis - How to Thrive in the Age of Black Swans |
3.0 | ||
| Chien, | November 13, 2024 Taiwan Corporate | Governance Association | Organizational Transformation in the Post-Pandemic Era |
3.0 | ||
| Director | Jui-Yao | August 13, 2024 | Taiwan Corporate Governance Association |
Decoding the Crisis - How to Thrive in the Age of Black Swans |
3.0 | Yes |
| November 13, 2024 Taiwan Corporate | Governance Association | Organizational Transformation in the Post-Pandemic Era |
3.0 | |||
| Director | Chen, Min Min |
September 18, 2024 | Accounting Research and Development Foundation (ARDF), R.O.C. |
2024 ESG Summit: Comprehensive Net Zero and a Sustainable Future |
6.0 | Yes |
| August 13, 2024 | Taiwan Corporate Governance Association |
Decoding the Crisis - How to Thrive in the Age of Black Swans |
3.0 | |||
| November 13, 2024 Taiwan Corporate | Governance Association | Organizational Transformation in the Post-Pandemic Era |
3.0 | |||
| Independent director |
Tsai, Ching-Mei |
September 11, 2024 | OTC Securities Trading Center |
Information Session on Insider Shareholding for Emerging and OTC-listed Companies |
3.0 | Yes |
| August 13, 2024 | Taiwan Corporate Governance Association |
Decoding the Crisis - How to Thrive in the Age of Black Swans |
3.0 | |||
| November 13, 2024 Taiwan Corporate | Governance Association | Organizational Transformation in the Post-Pandemic Era |
3.0 | |||
| Independent director |
Wei, Jen-Yu | June 13, 2024 | Taiwan Independent Directors Association |
Introduction to IFRS Sustainability Disclosure Standards and Global/National Net-Zero Carbon Trends |
3.0 | Yes |
| November 13, 2024 Taiwan Corporate | Governance Association | Organizational Transformation in the Post-Pandemic Era |
3.0 | |||
| August 13, 2024 | Taiwan Corporate Governance Association |
Decoding the Crisis - How to Thrive in the Age of Black Swans |
3.0 | |||
| Independent | Lin, | July 12, 2024 | Taiwan Corporate Governance Association |
2024 Mandatory Tax Topics for Corporate Directors and Supervisors: Top 10 Issues |
3.0 | |
| director | Chin-Mao | July 11, 2024 | The Greater Chinese Financial Development Association |
New Trends and Practical Applications of AI and FinTech |
3.0 | Yes |
| June 12, 2024 | The Greater Chinese Financial Development Association |
Risks and considerations of generative AI for enterprises |
3.0 |
(http://mops.twse.com.tw).
| Position titles |
Name | Dates of refresher educational & training programs |
Sponsors: | Title of training programs | Number of hours in refresher educational & training programs |
Were the refresher educational & training programs satisfactory to the requirements (Note) |
|---|---|---|---|---|---|---|
| December 12, 2024 | Securities and Futures Institute, SFI |
Main Corporate Governance Course Series for Directors and Supervisors – Shareholders' Meetings, Management Control, and Equity Strategies |
3.0 | |||
| Independent director |
Chiu, Sheng-Min |
November 13, 2024 Taiwan Corporate | Governance Association | Organizational Transformation in the Post-Pandemic Era |
3.0 | Yes |
| October 4, 2024 | Securities and Futures Institute, SFI |
2024 Insider Trading Prevention Seminar | 3.0 | |||
| August 13, 2024 | Taiwan Corporate Governance Association |
Decoding the Crisis - How to Thrive in the Age of Black Swans |
3.0 |
Note: This refers to the arrangement and disclosure of information regarding whether consistent with the number of hours, scope, system, arrangement in continuing refresher education specified under "Guidelines to the Directors and Supervisors of TWSE/TPEx Listed Companies in Their Continuing Refresher Education."
- Here at the Company in Year 2024, the statistics of continuing refresher education & training programs are shown through the Table below:
| Job title | Name | Date of continuing education courses |
Organizer | Course name | Course hours |
|---|---|---|---|---|---|
| November 13, 2024 Taiwan Corporate Governance Association |
Organizational Transformation in the Post-Pandemic Era | 3.0 | |||
| Head of corporate governance |
Tsai, Jyh- Pyng |
September 18, 2024 | Accounting Research and Development Foundation (ARDF), R.O.C. |
2024 ESG Summit: Comprehensive Net Zero and a Sustainable Future |
6.0 |
| August 13, 2024 | Taiwan Corporate Governance Association |
Decoding the Crisis - How to Thrive in the Age of Black Swans |
3.0 |
- For other information, please refer to the present Annual Report page27–89 and for other information conducive to understanding of operation of the corporate governance.
(VIII) Performance in Internal control system:
- Declaration on internal control system: The Company's declaration on internal control system can be viewed at the public information access site.
(https://mops.twse.com.tw/mops/#/web/t06sg20)。
- Where a certified public accountant is commissioned to conduct a special case review of the internal control system, that certified public accountant's review report should be disclosed: None.
(IX) In the latest fiscal year and as of the publication date of the annual report, major decisions resolved in the shareholders' meeting and board of directors:
- Contents of major decisions resolved in the shareholders' regular meeting 2024 and the facts of implementation
(1) It was resolved to acknowledge the Company's business report and financial
statement for Year 2023.
Implementation Status: Both the Company's business report and financial statement for Year 2023 were acknowledged in the shareholders' meeting in full.
(2) It was resolved to acknowledge the Company's Deficit Compensation Proposal for Year 2023:
Implementation Status: The 2023 Deficit Compensation Proposal were acknowledged in the shareholders' meeting in full.
(3) Approval of the Re-election of the 11th Board of Directors (including Independent Directors).
Elected Directors: Chen Chi-Ming, Chen Su-Hui, Wang Ming-Lang, Chien Jui-Yao, Chen Min-Min.
Elected Independent Directors: Tsai Ching-Mei, Wei Jen-Yu, Lin Chih-Mao, Chiu Sheng-Min.
Implementation Status: After approval by the shareholders' meeting, the registration was officially approved by the Ministry of Economic Affairs on July 16, 2024.
(4) Approval of the Proposal to Lift the Non-Compete Restrictions on the Newly Elected Directors and their Representatives.
Implementation Status: The proposal to lift the non-compete restrictions was approved by resolution of the shareholders' meeting.
- Key Resolutions of the Board of Directors and Their Implementation Status:
| Date | Major decisions |
|---|---|
| January 19, 2024 The 10 th Meeting of Session Ten |
1.Proposal for the Company's 2024 business and capital expenditure plans. 2.Proposal to apply for bank financing 3.Proposal for the 2023 year-end bonus distribution and food allowance adjustment for the Company's directors who are concurrently managers 4.Proposal for the 2023 year-end bonus distribution and food allowance adjustment for the Company's managers (not concurrent directors) Facts of implementation:The motion was unanimously resolved by all present directors in full where the Company duly acts exactly as so resolved. |
| March | 1.Proposal for the Company's 2023 self-consolidated financial information |
| 15, 2024 | (not audited) |
| The 11 th | 2.Proposal to partially amend the Company's Rules of Procedure for Board of |
| Meeting | Directors Meetings |
| of Session | Facts of implementation:The motion was unanimously resolved by all |
| Ten | present directors in full where the Company duly acts exactly as so resolved. |
| March | 1. The Company's 2023 Business Report and financial statements. |
| 28, 2024 | 2. Proposal for the 2023 Loss Compensation Statement. |
| Date | Major decisions |
|---|---|
| The 12 th | 3. Intended approval for the recognition of asset impairment in accordance |
| Meeting of Session |
with IAS 36 |
| Ten | 4.Intended approval for the 2023 statement of the Company's internal control |
| system. | |
| 5.The proposal for pre-approval of the Company's list of non-assurance | |
| services provided by the CPA firm in 2024 | |
| 6.Review of the 2023 CPAs' independence and suitability assessment. | |
| 7.Appointment of CPAs in 2024 | |
| 8.Formulation of the Company's "Code of Ethical Conduct" | |
| 9.Proposal to apply for bank financing | |
| 10.Full re-election of directors and independent directors of the Company | |
| 11.Proposal for matters related to the establishment of the list of candidates | |
| for directors (including independent directors) nominated by shareholders | |
| 12.Proposal to Convene the Company's 2024 shareholders' meeting. | |
| 13.Proposal to formulate the procedures for acceptance of shareholder | |
| proposals, review standards, and workflow. | |
| 14.Proposal for the appointment of the Company's general manager and the | |
| remuneration | |
| 15.Proposal for the salary adjustment of the Company's managers (not | |
| concurrently serving as directors) in 2024 | |
| Facts of implementation:The motion was unanimously resolved by all present directors in full where the Company duly acts exactly as so resolved. |
|
| 1.The Company's consolidated financial statements for the first quarter of | |
| 2024. | |
| 2.Proposal for the nomination and review of director and independent director | |
| candidates | |
| May 14, 2024 |
3.Proposal to lift the Non-Compete Restrictions on newly elected directors |
| The 13 th | and their representatives |
| Meeting of Session |
4.Proposal tocontinue the purchase of directors and officers (D&O) liability |
| Ten | insurance |
| 5.Proposal to apply for bank financing facilities | |
| 6.Proposal to ratify the retirement application of Mr. Huang Sung-Hsiu, vice | |
| president of the Company Facts of implementation:The motion was unanimously resolved by all |
|
| present directors in full where the Company duly acts exactly as so resolved. | |
| June 26, |
1.Proposal to elect the chairman of the board following the full |
| 2024 The 1 th |
re-election of directors (in accordance with legal requirements) |
| Meeting | Facts of implementation:The motion was unanimously resolved by all |
| of Session Eleven |
present directors in full where the Company duly acts exactly as so resolved. |
| Date | Major decisions |
|---|---|
| 1.Proposal to appoint members of the 6th Compensation Committee | |
| 2.Proposal to amend the "Corporate Sustainability Development Committee | |
| July 19, |
Charter" |
| 2024 | 3.Proposal to appoint members of the 2nd Corporate Sustainability |
| The 2 th Meeting |
Development Committee |
| of Session | 4.Proposal to appoint members of the 2nd Nomination Committee |
| Eleven | 5.Proposal for the Company to purchase land from a non-related individual |
| and develop a solar power plant on the site | |
| Facts of implementation:The motion was unanimously resolved by all present directors in full where the Company duly acts exactly as so resolved. |
|
| 1.Proposal to approve the Company's Consolidated Financial Statements for | |
| Q2, 2024. | |
| 2.Proposal regarding the disposal of shares held in GIGA SOLAR |
|
| August 13, 2024 |
MATERIALS CORPORATION. |
| The 3 th Meeting |
3.Proposal to amend certain provisions of the Company's "Risk Management |
| of Session | Policy and Procedures". |
| Eleven | 4.Proposal to prepare the Company's 2023 Sustainability Report. |
| 5.Proposal to apply for bank financing facilities. | |
| Facts of implementation:The motion was unanimously resolved by all present directors in full where the Company duly acts exactly as so resolved. |
|
| 1. Replacement of CPAs in line with Deloitte and Touche's internal | |
| adjustment needs. | |
| 2. Proposal for certified public accountant fees for the Year 2024. | |
| 3.The Company's consolidated financial statements for the third quarter of | |
| 2023 | |
| November 13, 2024 |
4. Proposal regarding the change of the Company's Chief Internal Auditor. |
| The 4 th | 5.Formulation of the 2025 audit plan |
| Meeting of Session |
6.Proposal to amend certain provisions of the Company's Internal Control |
| Eleven | System. 7. Proposal to appoint Lian Wei CPAs to provide Direct Tax Credit |
| Calculation and Certification Services for 2024 and 2025. | |
| 8. Proposal to amend certain provisions of the Company's "Audit Committee | |
| Charter". | |
| Facts of implementation:The motion was unanimously resolved by all | |
| present directors in full where the Company duly acts exactly as so resolved. | |
| January 15, 2025 |
1.Proposal for the Company's 2025 Business Operation and Capital Expenditure Plan. |
| The 5 th | 2.Proposal to apply for bank financing facilities. |
| Meeting of Session |
3.Proposal to ratify the Resignation of a Company Manager. |
| Eleven | 4.Proposal to supplement the Nominee Registration Agreement for the Land |
| Date | Major decisions |
|---|---|
| in Xinpu Green Energy Park, originally registered under the name of Deputy | |
| Manager Chen Min-Min of the Investment Department, in response to land | |
| development requirements. | |
| 5.Proposal for the 2024 Year-End Bonus Distribution for the chairman and | |
| directors (also serving as employees). | |
| 6.Proposal for the 2024 Year-End Bonus Distribution for Company managers. | |
| Facts of implementation:The motion was unanimously resolved by all present directors in full where the Company duly acts exactly as so resolved. |
|
| 1.Proposal for the Company's Self-Prepared Consolidated Financial |
|
| March | Information for 2024. |
| 14, 2025 The 6 th |
2.Proposal to amend certain provisions of the Company's Articles of |
| Meeting | Incorporation. |
| of Session | 3.Proposal to Define the Scope of "Grassroots Employees" for the Year 2025. |
| Eleven | Facts of implementation:The motion was unanimously resolved by all |
| present directors in full where the Company duly acts exactly as so resolved. | |
| 1.Proposal to approve Asset Impairment Recognition in Accordance with IAS | |
| 36. | |
| 2.Proposal for the Company's 2024 Business Report and Financial |
|
| Statements. | |
| 3.Proposal for the 2024 Deficit Compensation Plan. | |
| 4.Proposal to approve the Company's 2024 Statement on Internal Control | |
| System. | |
| 5.Proposal to evaluate and review the Independence and Competency of the | |
| March | Certified Public Accountants for 2024. |
| 28, 2025 The 7 th |
6.Proposal to appoint Certified Public Accountants for 2025. |
| Meeting | 7.Proposal to pre-approve the List of Non-Assurance Services to be provided |
| of Session | by the Appointed CPA Firm in 2025 , and to amend the Company's |
| Eleven | "Pre-approval Review Guidelines for Non-Assurance Services provided by |
| CPA Firms". | |
| 8.Proposal to submit to the Board for ratification the disposal of right-of-use | |
| assets in real estate to a related party. | |
| 9.Proposal to convene the 2025 Annual General Shareholders' Meeting. | |
| 10.Proposal to establish the Procedures, Review Criteria, and Workflow for | |
| accepting Shareholder Proposals for the 2025 Annual General Shareholders' | |
| Meeting. Facts of implementation:The motion was unanimously resolved by all |
|
| present directors in full where the Company duly acts exactly as so resolved. |
In the latest fiscal year and as of the publication date of the annual report, the key decisions resolved by the board of directors focusing on the significant messages which are readily accessible to investors through Market Observation Post System (MOPS).
(X) In the latest fiscal year and as of the publication date of the annual report , a director or supervisor voices an opinion differing from a major decision resolved in the board of directors backed up with record with declaration in writing, the major contents: Such fact is nonexistent.
IV. Information about CPA Professional Fees:
| Expressed in Thousand New Taiwan Dollars | ||||||
|---|---|---|---|---|---|---|
| Name of the certified public accountant firm |
Name of CPA | Audit period | Audit fee | Non-auditing fee (Note 2) |
Total | Re m ark s |
| Deloitte & | Chung, Ming-Yuan Chang, Ya-Yun |
January 1 – June 30, 2024 |
3,755 | 339 | 4,094 | Internal rotation of |
| Touche | Wen, Chih-Yuan Chang, Ya-Yun |
July 1 – December 31, 2024 |
the CPA's firm |
Note 1: Where the Company replaces a certified public accountant or the CPA firm within the year, the Company shall respectively enumerate period of audit and specify in the box of remark the reason why behind the replacement and, furthermore, disclose the information of auditing fee and non-auditing fee by that order. Non-audit public fees and should be annotated to explain its service content.
Note 2: The transfer pricing report and other advances on behalf of others in 2023 of NT\$212 thousand, the audit and certification fees for the business tax by adopting the direct deduction method and other advances on behalf of others in 2023 of NT\$50 thousand, inventory and equipment scrap check and verification fees in 2023 of NT\$41 thousand, and the information on the full-time salary of non-managers and other advances on behalf of others of NT\$30 thousand.
- (I) In case of replacement of the CPA house while the auditing fee payable in the year of replacement decreased from the amount paid in the preceding year, the Company should disclose the former and present auditing fees and the reason why: Such fact is nonexistent.
- (II) Where the auditing fee decreased from the preceding year for over 10%, the Company shall disclose the amount so decreased, percentage and the reason why: Such fact is nonexistent.
- V. Information on replacement of CPA:Due to internal adjustments at Deloitte & Touche, starting from the third quarter of 2024, the Company's signing CPAs have been changed to CPA Wen Chih-Yuan and CPA Chang Ya-Yun.
- VI. The Company's chairman, general manager, or the manager responsible for financing or accounting affairs, who has worked for the accounting firm to which CPAs belong or the affiliated enterprises in the past year: Nil.
VII. Changes to the shares held by directors, supervisors, managers, and shareholders holding more than 10% of the shares in the most recent year and through the printing date of the annual report:
| Unit: Shares | ||||||
|---|---|---|---|---|---|---|
| 2024 | In the current year as of | |||||
| April 30 | ||||||
| Position | Number of | Number of | Number of | Number of | ||
| titles | Name | shares in | shares in | shares in | shares in | Remarks |
| increase | increase | increase | increase | |||
| (decrease) | (decrease) | (decrease) | (decrease) | |||
| held | pledged | held | pledged | |||
| Chairman | Chen, Chi-Ming | (930,000) | (1,220,000) | (50,000) | 452,000 | |
| Director | Chen, Su-Hui | (4,000) | 0 | (26,000) | 610,000 | |
| Director | Wu, His-Kun | (N/A) | Resigned on June 26, 2024 |
|||
| Director | Huang, Wen-Jui | (N/A) | Resigned on June 26, 2024 |
|||
| Director | Chen, Min-Chun | (N/A) | Resigned on March 7, 2024 |
|||
| Director | Chen, Min- Min | (10,000) | 2,100,000 | 0 | 400,000 Appointed on June 26, 2024 |
|
| Director | Wang, Ming-Lang | 1,000 | 0 | 0 | 0 Resigned as an independent director |
|
| Director | Chien, Jui-Yao | 0 | 0 | 0 | 0 | and appointed as a director on June 26, 2024 |
| Independent director |
Tsai, Ching-Mei | 0 | 0 | 0 | 0 | |
| Independent director |
Wei, Jen-Yu | 0 | 0 | 0 | 0 | Appointed on June 26, 2024 |
| Independent director |
Lin, Chin-Mao | 0 | 0 | 0 | 0 | Appointed on June 26, 2024 |
| Independent director |
Chiu, Sheng-Min | 0 | 0 | 0 | 0 | Appointed on June 26, 2024 |
| General manager |
Chung, Kao-Yuan | (125,667) | 0 | 0 | 0 Appointed on Aprial 1, 2024 |
|
| Vice general manager |
Lin, Jiang-Ching | (35,000) | 0 | (N/A) | Resigned on January 1, 2025 |
|
| Vice general manager |
Huang, Sung-Hsiu | (N/A) | Retired on Aprial 1, 2024 |
|||
| Assistant Manager |
Yang Sheng-Chung | 0 | 0 | 0 | 0 | |
| Financial/Ac counting Heads |
Tsai, Jyh- Pyng | (42,473) | 0 | 0 | 0 |
(I) Changes in equity by a director, supervisor, manager and a key shareholder:
Note 1: There is not a single shareholder holding over 10% in shareholding ratio.
Note 2: Where a counterparty in equity transfer or equity pledge is a stakeholder, the Company shall further fill in the Table below:
- (II) Where a counterparty in equity transfer by a director, supervisor, manager and a key shareholder is a stakeholder: Such fact is nonexistent.
- (III) Where a counterparty in equity pledge by a director, supervisor, manager and a key shareholder is a stakeholder: Such fact is nonexistent.
VIII. Information about the relationships among top ten shareholders, such as related parties, spouses or relatives within the second-degree of kinship:
| April 29, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Number of shares held by the Principal: |
Shares held by spouse and minor child(ren) |
Total shares held in the name of another |
titles and relationship (Note 3) | Where the shareholders ranking among the top ten in shareholding ratios who are stakeholders among themselves or in the relationship as spouse, blood relatives within the second degree of kinship: Their names, |
Re ma |
|||
| (Note 1) | Nu sha mb res er of |
Sh are rat ho io ldi ng |
Nu sha mb res er of |
Sh are rat ho io ldi ng |
Nu sha mb res er of |
Sh are rat ho io ldi ng |
Title | Relationship | rks |
| Chen, Chi-Ming | 13,060,000 | 3.72% | 0 | 0.00% | 0 | 0.00% | Chen, Su-Hui Chen Min- Min |
Sister/brother Father/ daughter |
- |
| Chen, Su-Hui | 9,005,841 | 2.57% | 0 | 0.00% | 0 | 0.00% | Chen, Chi-Ming | Sister/brother | - |
| Vision Holdings LTD. Representative: Lu,Hui-Chiang |
8,000,000 0 |
2.28% 0% |
0 0 |
0.00% 0.00% |
0 0 |
0.00% 0.00% |
- | - | - |
| Li Shu-Hui | 4,677,525 | 1.33% | 0 | 0.00% | 0 | 0.00% | Chen Min- Min | Mother/daughter - | - |
| Standard Chartered International Commercial Bank, Business Department, entrusted with the custody of the investment account of the Advanced Global Equity Index Fund, a series fund of Advanced Starlight Fund Company. |
4,381,817 | 1.25% | 0 | 0.00% | 0 | 0.00% | - | - | - |
| Standard Chartered International Commercial Bank, Business Department, entrusted with the custody of the investment account of the Vanguard Emerging Markets Stock Index Fund, managed by Vanguard Group. |
3,932,259 | 1.12% | 0 | 0.00% | 0 | 0.00% | - | - | - |
| Tron-e Technology Co., Ltd. Representative: Huang, Chen-Sheng |
3,826,311 35,000 |
1.09% 0.01% |
0 0 |
0.00% 0.00% |
0 0 |
0.00% 0.00% |
- | - | - |
| Name | Number of shares held by the Principal: |
Shares held by spouse and minor child(ren) |
Total shares held in the name of another |
titles and relationship (Note 3) | Where the shareholders ranking among the top ten in shareholding ratios who are stakeholders among themselves or in the relationship as spouse, blood relatives within the second degree of kinship: Their names, |
Re ma |
|||
|---|---|---|---|---|---|---|---|---|---|
| (Note 1) | Nu sha mb res er of |
Sh are rat ho io ldi ng |
Nu sha mb res er of |
Sh are rat ho io ldi ng |
Nu sha mb res er of |
Sh are rat ho io ldi ng |
Title | Relationship | rks |
| Chen Min- Min | 3,277,556 | 0.93% | 0 | 0.00% | 0 | 0.00% | Chen, Chi-Ming Li Shu-Hui |
Father/ daughter Mother / daughter |
- |
| Wu, His-Kun | 2,975,000 | 0.85% | 0 | 0.00% | 0 | 0.00% | - | - | - |
| Chen Song-Gui | 2,721,000 | 0.78% | 0 | 0.00% | 0 | 0.00% | - | - | - |
Note 1: The Company shall enumerate all top ten shareholders in full. In case of a corporate shareholder, the Company shall enumerate the corporate shareholder name and name of its representative respective.
- Note 2: Calculation of shareholding ratio refers to the ratio of shares held in own name, by spouse, minor children or in others' names
- Note 3: The shareholders mentioned above to be disclosed include juristic person and natural person (individual). Their relationship shall be expressly disclosed based on the Regulations Governing the Preparation of Financial Reports by Securities Issuers
IX. The Number of Shares Held by the Company, the Company's Directors and Supervisors, Managers and Shares Controlled by the Company Either Directly or Indirectly Toward a Same Investee, to Count the Comprehensive Shareholding Ratio on a Consolidated basis.
| March 31, 2025 ; Expressed in number of shares ;% | ||||||
|---|---|---|---|---|---|---|
| Investees (Note 1) | The Company's investment | The comprehensive investment by the directors and supervisors, managers and shares controlled by the Company either directly or indirectly |
Comprehensive investment Number of |
|||
| Number of shares |
Shareholding percentages |
Number of shares |
Shareholding percentages |
Shareholding percentages |
||
| Global Acetech Co., Ltd. (Note 2) | shares | |||||
| Giga Solar Materials Corporation | 34,295,909 | 37.33% | 168,346 | 0.18% | 34,464,255 | 37.51% |
| Ho Mi Specialty Materials Corporation |
9,350,000 | 90.13% | - | - | 9,350,000 | 90.13% |
| Ri Fa Green Power Co., Ltd. | 9,416,714 | 60.00% | - | - | 9,416,714 | 60.00% |
| Giga Energy Co., Ltd. | 400,000 | 100.00% | - | - | 400,000 | 100.00% |
| Gigastorage Power Co., Ltd. | 100,000 | 100.00% | - | - | 100,000 | 100.00% |
| Green Energy Electrode, Inc. | - | - | 22,848,759 | 53.42% | 22,848,759 | 53.42% |
March 31, 2025 ; Expressed in number of shares ;%
| Investees (Note 1) | The Company's investment | The comprehensive investment by the directors and supervisors, managers and shares controlled by the Company either directly or indirectly |
Comprehensive investment | |||
|---|---|---|---|---|---|---|
| Number of | Shareholding | Number of | Shareholding | Number of | Shareholding | |
| shares | percentages | shares | percentages | shares | percentages | |
| Giga Solar Materials Corp.(Mauritius) |
- | - | 28,600,000 | 100.00% | 28,600,000 | 100.00% |
| Whole Sun Green Power Co., Ltd. |
- | - | 131,616,924 | 100.00% 131,616,924 | 100.00% | |
| EIWA Electric Power Co., Inc. | - | - | - | 100.00% | - | 100.00% |
| Wisdom Field Limited (Samoa) | - | - | 37,110,000 | 100.00% | 37,110,000 | 100.00% |
| Hua Hsu Silicon Materials Co., Ltd. |
- | - | 41,500,972 | 33.55% | 41,500,972 | 33.55% |
| Yancheng Giga Solar Materials Corporation |
- | - | - | 100.00% | - | 100.00% |
| Giga Diamond Materials Corp. (Seychelles) |
- | - | 21,200,000 | 100.00% | 21,200,000 | 100.00% |
| Yancheng Giga Diamond Materials Corporation |
- | - | - | 100.00% | - | 100.00% |
| Merchant Energy Pte. Ltd. (Singapore) |
- | - | 28,100,000 | 87.00% | 28,100,000 | 87.00% |
| Green Energy Electrode, Inc.(Samoa) |
- | - | 6,000 | 100.00% | 6,000 | 100.00% |
| Wholesun Energy Philippinies Inc (Philippinies) |
- | - | 20,422,500 | 100.00% | 20,422,500 | 100.00% |
Note 1: Investees by the Company through equity method.
Note 2: Global Acetech Co., Ltd. was approved for dissolution by the shareholders' meeting on April 24, 2024, and the liquidation was completed in August 2024, with an investment recovery of NT\$2,069 thousand.
Three. Status of Fundraising
I. Capital and Shares
(I) Source of share capital
1. Formation of share capital
| Units: NTD/shares | ||||||||
|---|---|---|---|---|---|---|---|---|
| Authorized Share Capital | Paid-in Capital | Remarks | ||||||
| Year month |
Issuing price |
Number of shares |
Amount | Shares | Amount | Source of share capital | Property other than cash contributed as equity capital |
Others |
| 1997.03 | 10 | 30,000,000 | 300,000,000 | 10,127,000 | 101,270,000 Established share capital | None | - | |
| 1997.07 | 10 | 60,000,000 | 600,000,000 | 53,456,000 | 534,560,000 Capital | increased by cash 443,290,000 |
None | 1997.08.21 Jing (86) Shang Zi No. 114869 1997.07.03 (86) Taicaizheng (1) No. 45237 |
| 1998.06 | 10 | 140,000,000 1,400,000,000 | 80,184,000 | 801,840,000 Cash | capital increase of 267,280,000 |
None | 1998.09.16 Jing (087) Shang Zi No. 087128490 1998.06.15 (87) Taicaizheng (I) No. 51957 |
|
| 1999.01 | 10 | 140,000,000 1,400,000,000 | 115,184,000 1,151,840,000 Cash | capital increase of 350,000,000 |
None | 1999.04.19 Jing (088) Shang Zi No. 088113247 1999.01.05 (88) Taicaizheng (I) No. 105153 |
||
| 1999.04 | 10 | 140,000,000 1,400,000,000 | 126,795,800 1,267,958,000 | Capitalization of retained earnings 80,184,000 Employee bonus transfer to capital increase 35,934,000 |
None | 1999.05.27 Jing (088) Shang Zi No. 088118073 1999.04.07 (88) Taicaizheng (I) No. 31757 |
||
| 1999.06 | 10 | 140,000,000 1,400,000,000 | 140,000,000 1,400,000,000 Cash | capital increase of 132,042,000 |
None | 1999.09.17 Jing (088) Shang Zi No. 088134377 1999.06.01 (88) Taicaizheng (I) No. 50518 |
||
| 2000.04 | 10 | 240,000,000 2,400,000,000 | 189,097,800 1,890,978,000 | Capitalization of capital reserves 56,000,000 Capitalization of retained earnings 364,000,000 Employee bonus transfer to capital increase 70,978,000 |
None | 2000.08.02 Jing (089) Shang Zi No. 089127481 2000.04.05 (89) Taicaizheng (I) No. 28744 |
||
| 2000.06 | 10 | 240,000,000 2,400,000,000 | 229,097,800 2,290,978,000 Cash | capital increase of 400,000,000 |
None | 2000.09.14 Jing (089) Shang Zi No. 089133657 2000.06.19 (89) Taicaizheng (I) No. 48002 |
||
| 2001.09 | 10 | 338,000,000 3,380,000,000 | 252,007,580 2,520,075,800 Capitalization | of capital reserves 229,097,800 |
None | 2001.07.11 (90) Taicaizheng (I) No. 144046 2001.08.31 Jing (90) Shang Zi No. 09001344970 |
||
| 2004.02 | 10 | 388,000,000 3,880,000,000 | 263,807,824 2,638,078,240 | Conversion of overseas convertible bonds to common stock |
None | 2004.02.13 Jing Shou Shang Zi No. 09301022820 |
| Authorized Share Capital | Paid-in Capital | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|
| Year month |
Issuing price |
Number of shares |
Amount | Shares | Amount | Source of share capital | Property other than cash contributed as equity capital |
Others |
| 2004.05 | 10 | 388,000,000 3,880,000,000 | 271,710,745 2,717,107,450 | Conversion of overseas convertible bonds to common stock |
None | 2004.05.18 Jing Shou Shang Zi No. 09301084370 |
||
| 2004.08 | 10 | 388,000,000 3,880,000,000 | 279,314,934 2,793,149,340 | Conversion of overseas convertible bonds to common stock |
None | 2004.08.04 Jing Shou Shang Zi No. 09301140910 |
||
| 2004.09 | 10 | 388,000,000 3,880,000,000 | 292,347,934 2,923,479,340 | Capitalization of retained earnings 123,680,000 Employee bonus transfer to capital increase 6,650,000 |
None | 2004.07.07 Zhengqi Yi Zi No. 0930129965 2004.09.06 Jing Shou Shang Zi No. 09301168170 |
||
| 2004.11 | 10 | 388,000,000 3,880,000,000 | 292,461,212 2,924,612,120 | Conversion of overseas convertible bonds to common stock |
None | 2004.11.23 Jing Shou Shang Zi No. 09301218300 |
||
| 2006.01 | 10 | 388,000,000 3,880,000,000 | 294,320,449 2,943,204,490 | Conversion of overseas convertible bonds to common stock |
None | 2006.01.03 Jing Shou Shang Zi No. 09501000080 |
||
| 2007.10 | 10 | 388,000,000 3,880,000,000 | 294,890,449 2,948,904,490 Employee stock options | None | 2007.10.23 Jing Shou Shang Zi No. 09601255350 |
|||
| 2009.09 | 10 | 388,000,000 3,880,000,000 | 176,934,269 1,769,342,690 Capital reduction | None | 2009.08.03 Jing Shou Shang Zi No. 09801174210 |
|||
| 2010.03 | 10 | 388,000,000 3,880,000,000 | 204,020,208 2,040,202,080 | Conversion of overseas convertible bonds to common stock 178,272,580 Conversion of private placement convertible bonds to common stock 60,716,810 Employee stock options 31,870,000 |
None | 2010.03.25 Jing Shou Shang Zi No. 09901055880 |
||
| 2010.05 | 10 | 388,000,000 3,880,000,000 | 228,663,867 2,286,638,670 | Conversion of overseas convertible bonds to common stock 238,721,310 Conversion of private placement convertible bonds to common stock 7,315,280 Employee stock options 400,000 |
None | 2010.05.19 Jing Shou Shang Zi No. 09901102370 |
| Authorized Share Capital | Paid-in Capital | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|
| Year month |
Issuing price |
Number of shares |
Amount | Shares | Amount | Source of share capital | Property other than cash contributed as equity capital |
Others |
| 2010.10 | 10 | 388,000,000 3,880,000,000 | 250,422,881 2,504,228,810 | Conversion of overseas convertible bonds to common stock 95,283,630 Conversion of private placement convertible bonds to common stock 2,926,100 Capitalization of retained earnings 119,380,410 (including private placement shares of 3,552,020) |
None | 2010.10.13 Jing Shou Shang Zi No. 09901228380 |
||
| 2011.04 | 10 | 388,000,000 3,880,000,000 | 265,422,881 2,654,228,810 Cash | capital increase of 150,000,000 shares |
None | 2011.04.22 Jing Shou Shang Zi No. 10001079860 |
||
| 2011.10 | 10 | 388,000,000 3,880,000,000 | 291,965,169 2,919,651,690 | Capitalization of retained earnings (including private placement shares of 7,451,020) |
None | 2011.10.21 Jing Shou Shang Zi No. 10001242020 |
||
| 2014.06 | 10 | 388,000,000 3,880,000,000 | 301,988,568 3,019,885,680 | Conversion of domestic convertible bonds to common stock 10,023,399 |
None | 2014.06.20 Jing Shou Shang Zi No. 10301108470 |
||
| 2014.09 | 10 | 388,000,000 3,880,000,000 | 305,792,457 3,057,924,570 | Conversion of domestic convertible bonds to common stock 3,803,889 |
None | 2014.09.11 Jing Shou Shang Zi No. 10301181290 |
||
| 2015.02 | 10 | 388,000,000 3,880,000,000 | 307,396,359 3,073,963,590 | Conversion of domestic convertible bonds to common stock 1,603,902 |
None | 2015.02.05 Jing Shou Shang Zi No. 10401022820 |
||
| 2015.09 | 10 | 388,000,000 3,880,000,000 | 308,286,553 3,082,865,530 | Conversion of domestic convertible bonds to common stock 890,194 |
None | 2015.09.18 Jing Shou Shang Zi No. 10401197390 |
||
| 2015.12 | 10 | 388,000,000 3,880,000,000 | 310,827,727 3,108,277,270 | Conversion of domestic convertible bonds to common stock 2,541,174 |
None | 2015.12.17 Jing Shou Shang Zi No. 10401270560 |
||
| 2016.03 | 10 | 388,000,000 3,880,000,000 | 332,096,086 3,320,960,860 | Conversion of domestic convertible bonds to common stock 21,268,359 |
None | 2016.03.01 Jing Shou Shang Zi No. 10501031550 |
||
| 2016.06 | 10 | 388,000,000 3,880,000,000 | 338,896,974 3,388,969,740 | Conversion of domestic convertible bonds to common stock 6,800,888 |
None | 2016.06.03 Jing Shou Shang Zi No. 10501116640 |
||
| 2017.06 | 10 | 388,000,000 3,880,000,000 | 338,924,751 3,389,247,510 | Conversion of domestic convertible bonds to common stock 27,777 |
None | 2017.06.05 Jing Shou Shang Zi No. 10601071850 |
||
| 2017.09 | 10 | 388,000,000 3,880,000,000 | 339,059,010 3,390,590,100 | Conversion of domestic convertible bonds to common stock 134,259 |
None | 2017.09.05 Jing Shou Shang Zi No. 10601127800 |
| Authorized Share Capital | Paid-in Capital | Remarks | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year month |
Issuing price |
Number of shares |
Amount | Shares | Amount | Source of share capital | Property other than cash contributed as equity capital |
Others | ||
| 2019.10 | 10 | 388,000,000 3,880,000,000 205,905,689 2,059,056,890 Capital | reduction | of | None | 2019.10.24 Jing Shou Shang Zi No. | ||||
| 133,153,321 shares | 10801147830 | |||||||||
| 2020.06 | 10 | 500,000,000 5,000,000,000 205,905,689 2,059,056,890 Application | for | increase | in | None | 2020.06.29 Jing Shou Shang Zi No. | |||
| authorized capital | 10901108140 | |||||||||
| 2020.07 | 10 | 500,000,000 5,000,000,000 285,905,689 2,859,056,890 Cash | capital | increase | of | None | 2020.07.30 Jing Shou Shang Zi No. | |||
| 80,000,000 shares | 10901135260 | |||||||||
| 2022.03 | 25 | 500,000,000 5,000,000,000 350,905,689 3,509,056,890 Cash | capital | increase | of | None | 2022.03.09 Jing Shou Shang Zi No. | |||
| 65,000,000 shares | 11101039160 |
2. Issued share types
April 29, 2025
| Shares | Authorized Share Capital | |||
|---|---|---|---|---|
| Type | Outstanding shares | Unissued shares | Total | Remarks |
| Common stock |
350,905,689 shares 149,094,311 shares | 500,000,000 shares | Company's listed shares |
- Information concerning the collective reporting system: Not applicable.
(II) List of major shareholders
Names, number of shares held by and shareholding ratio of the shareholders whose shareholding ratio is more than 5% or who are among the top ten shareholders.
| April 29, 2025/Unit: Shares | ||
|---|---|---|
| Shares Names of major shareholders |
Number of shares held |
% of shareholding |
| Chen, Chi-Ming | 13,060,000 | 3.72% |
| Chen, Su-Hui | 9,005,841 | 2.57% |
| Vision Holdings LTD. | 8,000,000 | 2.28% |
| Li Shu-Hui | 4,677,525 | 1.33% |
| Standard Chartered International Commercial Bank, Business Department, | ||
| entrusted with the custody of the investment account of the Advanced Global | 4,381,817 | 1.25% |
| Equity Index Fund, a series fund of Advanced Starlight Fund Company. | ||
| Standard Chartered International Commercial Bank, Business Department, | ||
| entrusted with the custody of the investment account of the Vanguard Emerging | 3,932,259 | 1.12% |
| Markets Stock Index Fund, managed by Vanguard Group. | ||
| Tron-e Technology Co., Ltd. | 3,826,311 | 1.09% |
| Chen Min- Min | 3,277,556 | 0.93% |
| Wu, His-Kun | 2,975,000 | 0.85% |
|---|---|---|
| Chen Song-Gui | 2,721,000 | 0.78% |
- (III) Company dividend policy and implementation status
-
- Dividend policy as set forth in the Articles of Incorporation
The distribution of dividends and bonuses shall be based on the proportion of shares held by each shareholder. When the Company has no earnings, no dividends and bonuses will be distributed.
If there are earnings in the Company's annual final accounts, they shall be distributed in the following order:
(1) Completion of tax contributions in accordance with the law. (2) Make up for losses in previous years. (3) Appropriation of 10% as legal reserve. However, this limit is not applicable when the legal reserve has reached the level of total capital. (4) When necessary, a special surplus reserve shall be drawn up or converted in accordance with the law. (5) The balance plus the undistributed surplus of the previous year is to be shareholder dividends and bonuses, and the Board of Directors shall draft a surplus earnings distribution proposal subject to a resolution by the shareholders meeting.
The company's shareholder dividend distribution policy based on the company's current and future investment environment, capital requirements, domestic and foreign competition, capital budget, and other factors, if the distributable surplus in the current year reached 5% of paid-in capital, the distributed dividends shall not be lower than 20% distributable surplus in the current year; if the distributable surplus in the current year falls short of 5% of paid-in capital, dividends may not be distributed. Every year, the ratio of cash dividends distributed shall not be lower than 20% of total cash and stock dividends in the current year. The aforementioned dividend distribution ratio is subject to adjustment based on finance, business, and management related consideration factors.
- Distribution status of proposed dividends
The company board resolved on March 28, 2025 that employee remuneration and board of directors remuneration shall not be distributed due to accumulated losses in 2024.
-
- Expected major changes in dividend policy: None.
- (IV) The influence of stock dividends planned to be paid in the Shareholders Meeting of this year on the operation performance and earnings per share of the Company: Not applicable
- (V) Remuneration of employees and directors
-
- The percentage or scope of remuneration for employees, directors, and supervisors as set out in the Articles of Incorporation
If the Company makes a profit for the year, it should allocate no less than 4% and no more than 8% for employee compensation; and remuneration for directors and supervisors should be an amount not higher than 3%.However, if the Company still has accumulated losses, it shall first deduct the amount of accumulated losses before calculating the appropriation on the balance.
Employee remuneration and special incentives can be paid in stock or cash, and recipients of such payments may include employees of affiliated companies who meet certain conditions.
Matters related to the remuneration of employees and the remuneration of directors and supervisors shall be handled in accordance with relevant laws and regulations, and shall be determined by the Board of Directors.
-
- The accounting of the difference between the amounts calculated on the basis of the estimation of the remuneration to the employees and remuneration to the directors, the calculation of shares for paying stock dividends to the employees as remuneration and the actual amount of payment:
- (1) The basis for the estimation of the amount of employee remuneration and directors' remuneration in this period: It is based on the ranges of amounts range set forth in the Company's Articles of Incorporation and amounts that may be issued from past experience.
- (2) The calculation basis for the number of shares to be distributed to employees as remuneration in the current period: If employee compensation is calculated based on the number of shares distributed by shares, it is based on the calculation basis of the net value of the financial report reviewed by the accountant in the most recent period. There are shares to be distributed to employees as remuneration in the current period.
- (3) Accounting treatment if there is a difference between the actual distribution amount of the current period and the estimated amount: If there is a
discrepancy between the estimated amount and the actual distribution amount as decided by the Board of Directors, it shall be listed as profit and loss of the following year.
-
- Remuneration distribution approved by the Board of Directors
- (1) Employee remuneration and amount of board of directors remuneration shall be distributed in cash or stock shares. In case of differences in the annual estimation of recognized expenses, the difference, reason, and disposal shall be disposed.
The Company board resolved on March 28, 2025 that employee remuneration and board of directors remuneration shall not be distributed due to accumulated losses in 2024.
- (2) The amount of employee bonuses distributed by stocks and its proportion to the total after-tax net profit and total employee bonuses in the parent company only and individual financial statements for the current period: None
-
- In the event the actual distribution of employee remuneration and board of directors remuneration in the previouyear (including number of dividends distributed, amounts, and share prices) differs from the recognized employee remuneration and board of directors remuneration, the difference, reason, and diposal shall be clearly stated.
Based on the company accumulated losses for the previous year (2023), no remuneration to employees and remuneration to directors.
(VI) Repurchases of shares by the Company: None.
II. Handling of Corporate Bonds:
- (I). Handling of corporate bonds: Not applicable to the Company.
- (II). Information on conversion of corporate bonds: Not applicable to the Company.
- (III). Information regarding the Exchangeable Bonds: Not applicable to the Company.
- (IV). Information regarding Shelf Registration for Corporate Bonds: Not applicable to the Company.
- (V). Information regarding Corporate Bonds with Attached Warrant: Not applicable to the Company.
- III. Handling of Preferred Stock: Not applicable to the Company.
- IV. Handling of Overseas Depositary Receipts: Not applicable to the Company.
-
V. Handling of Employee Stock Options: Not applicable to the Company.
-
(I). Handling of employee stock options and its impact on shareholders' rights and interests: Not applicable.
- (II). The names, acquisition and subscription status of managers who obtained employee stock option certificates and the top ten employees who can subscribe for the rights certificates: Not applicable.
VI. Handling of Restricted Employee Shares: Not applicable to the Company.
- (I) Handling of restricted employee shares and their impact on shareholders' equity: Not applicable.
- (II) Names of managers who obtained restricted employee shares and the names and acquisition status of the top ten employees and the number of shares acquired
VII. Handling of M&A or Transfer of Shares of Other Companies to Issue New Shares:
- (I) Those who have completed mergers and acquisitions in the most recent year and as of the printing date of the annual report or have transferred shares of other companies to issue new shares: Not applicable.
- (II) In the most recent year and as of the printing date of the annual report, if the Board of Directors has approved the merger or transfer of shares of another company to issue new shares, the execution status and basic information of the company being merged or transferred shall be disclosed.The execution status and the impact on shareholders' equity shall be disclosed in the process of merger or acquisition or the transfer of shares of other companies to issue new shares: Not applicable.
VIII. Implementation Status of Fund Utilization Plan:
The Company has not issued any projects that are incomplete or have been completed in the past three years without showing the planned benefits.
Four. Operations Overview
I. Business Activities
- (I) Scope of business operation
-
- Key contents of business operated by the Company:
Gigastorage Corporation (the Company) and its subsidiaries are primarily engaged in the manufacturing, processing and agent distribution business of solar photovoltaic industry materials, e.g. photovoltaic ribbons and conductive pastes, as well as the operation of solar power stations. At the moment, therefore, the Company and its subsidiaries are currently the professional manufacturers specialized in the production of solar photovoltaic industry materials.
- (1) CC01110 Computer and peripheral equipment manufacturing.
- (2) F401010 International trade.
- (3) CC01120 Data storage media manufacturing and duplicating.
- (4) I501010 Product designing services.
- (5) F108031 Wholesale of medical devices.
- (6) F208031 Retail sale of medical apparatus.
- (7) CC01080 Electronics components manufacturing.
- (8) F119010 Wholesale of electronic materials.
- (9) F219010 Retail sale of electronic materials.
- (10) IG03010 Energy technical services.
- (11) D101040 Power generation business not oriented to public utility uses.
- (12) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
- Combined business ratio.
| Major products/year(s) | 2023 | 2024 |
|---|---|---|
| Solar conductive paste | 60.23% | 85.53% |
| Solar energy silicon products | 6.77% | 0.80% |
| Power generation and power plant construction projects | 19.78% | 6.47% |
| Others | 13.22% | 7.20% |
| Total | 100.00% | 100.00% |
- Current products of the Company and subsidiaries
The Company specializes in the professional field of materials science, using powder materials, precision machining, polymers, glass materials, semiconductor materials and vacuum technology for research, development and manufacturing. Continues to focus on the energy industry and the application products and industrial services of key electronic components. In 2024, the main products are key materials for solar cell modules and power generation system
engineering, as well as low-temperature chemical materials and semiconductor silicon wafers. The detailed categorization is shown as follows,
- (1)Key materials and systems engineering related to renewable energy:
- Solar conductive paste oriented materials
- Photovoltaic ribbons.
- Solar photovoltaic power generation system and power plant engineering projects.
- Photovoltaic-grade polysilicon raw materials.
- The diamond-coated micro-diameter cut steel wire used in silicon wafers.
- The study of lithium power battery cathode/anode and related materials.
- (2)Semiconductor and biomedical special materials:
- Solar auxiliary material
- 8" test grade semiconductor silicon wafer.
- 12" test grade semiconductor silicon wafer.
- (3)Micro-tool surface treatment for the electronics industry:
- PCB/BAG Special coating products for milling cutters and drill bits.
-
- New products scheduled to be developed ahead
- (1)Key materials and systems engineering related to renewable energy:
- Ultra-high-efficiency TopCon solar energy cell paste.
- High-end round TopCon solar conductive ribbon..
- Low temperature curing conductive silver pastes.
- Continuous development and mass production of power lithium battery related materials, cathode/anode and related materials.
- Continue to invest in the solar PV industry and increase investment in other renewable energy projects to improve the Group's layout in the energy field.
- Establishment of "Gigastorage Energy" to provide customers with "stable" and "sufficient" green power and its certificates through the one-stop service of self-production, sales, and offering/sale in order to achieve customers' demand for carbon reduction and international requirements such as RE100, as the operation mission of Gigastorage Energy.
-
(2)Biomedical and electronic materials:
- Actively enter the AI product heat dissipation market and focus on the development manufacturing development & design of micro-scale key element for heat dissipation.
- All-in-one key materials for biomedical sensor components.
- Thermal paste for power components and optoelectronic semiconductors.
- Manufacturing and process development for 12-inch silicon interposers.
-
Chemical vapor diamond coating micro-tools suitable for BT and ABF substrates.
- (II) Business performance in summary
-
- Status quo and development of the business operation
At present, the Company primarily engages in the major renewable energy sources include solar energy, water power, wind power and biomass energy. Among them, sunlight is pollution-free, available everywhere, and virtually inexhaustible. Taiwan ranks as the world's second largest solar cell manufacturing base. The overall supply chain is connected and integrated at an extremely rapid speed amidst the solar system installations that are safe and easy to install. Therefore, Taiwan becomes the most eye-catching industrial base in terms of renewable energy.
In terms of the promotion of renewable energy in various countries, the proportion of solar power generation in renewable energy is actually deemed as the very level for promotion by the governments throughout the world. Under the irresistible global trend of energy saving & carbon reduction, governments in a lot of countries render increasingly clear support toward the photovoltaic industry and, on various occasions in succession, launched a variety of subsidy policies in an attempt to boost the proportion of solar power generation amidst renewable energy power generation. The demand for solar energy has been under a gradually rise. Bloomberg Energy Finance (BNEF) estimates that thanks to the decline in solar, wind power and battery costs, solar and wind power will provide up to 50% of the world's electricity sources by the year 2050.

The global solar market continues to grow, with demand projected at 469-533 GW in 2024, increasing to 492-568 GW in 2025, representing an annual growth rate of about 5-7%. As growth in traditional markets slows, emerging markets are becoming new drivers of growth.
In China, demand is estimated at 240-260 GW in 2024 and 245-265 GW in 2025. Centralized projects are expected to see accelerated grid connections after 2025 due to slower grid infrastructure development, while the distributed market faces challenges from intensifying electricity price competition and rising rooftop leasing costs, leading to declining investment returns and a cautious outlook on future demand.
The European market is facing the dual impact of policy promotion and economic weakness, with demand estimated at 77-85 GW in 2024, projected to increase to 85-93 GW in 2025, representing a growth rate of 9-10%. The EU's promotion of the Net Zero Industry Act and the Critical Raw Materials Act supports the development of local technology but may dampen investment willingness due to higher costs. Additionally, insufficient grid absorption capacity has led to frequent negative electricity prices, and stagnant economic growth in Germany and Spain has constrained solar market demand.
The U.S. market is affected by trade barriers and policies, with demand projected at 38-42 GW in 2024 and 38-44 GW in 2025. The government has increased Section 301 tariffs to 50% and will impose a 50% tariff on Chinese silicon materials starting in 2025, intensifying supply chain pressures. Meanwhile, California's NEM 3.0 policy has reduced electricity sales returns for distributed solar, impacting installation demand, and overall market growth remains uncertain.
The Indian market is benefiting from government-driven localization policies, with demand estimated at 20-25 GW in 2024, projected to increase to 25-35 GW in 2025. The local ALMM policy mandates that government projects use only domestically produced cells and modules, with full implementation expected from 2026. While domestic module production capacity is sufficient to meet end demand, the market still heavily relies on imported Chinese cells, with domestic cell production capacity expected to gradually increase in the future.
In emerging markets, large-scale utility projects in the Middle East, such as in Saudi Arabia, the UAE, and Oman, continue to drive demand growth, while Southeast Asian countries like Thailand, Malaysia, and Vietnam have introduced green energy policies, showing promising market potential. However, Brazil's declining tax-exempt quotas may impact end-project costs, and South Africa's market demand is constrained by insufficient grid infrastructure.
Overall, the global solar market's growth rate may slow after 2025, with development increasingly reliant on policy support and end-installation capacity. Future growth momentum will gradually shift toward emerging markets.

Source:InfoLink
As there are already 136 countries declaring their Net Zero goals, the government of Taiwan also has announced its Net Zero by 2050 Roadmap, in which the proportion of renewable energy will be greatly increased from the current less than 10% to 60% or 70%. In order to reach this goal, the originally planned photovoltaic installations will reach 20GW in 2025, and with an annual increase of 2GW before 2030, the capacity will increase to 30GW in 2030, making the cumulative capacity of wind and photovoltaic installations reach 40GW. Conflicts of laws and difficulty in land integration are the top barrier for the growth of ground-mounted solar power. The goal for ground-mounted solar panel installation in 2025 therefore was cut to 12GW. In addition to insufficient feeders of Taipower and conflicts of laws between the central and local governments, Due to obstacles from public petitions and opposition, the review progress of large-scale ground-mounted projects has been delayed. The grid-connected capacity in 2024 was approximately 1.6 GW, a decrease of about 30% compared to 2023, posing challenges to achieving the 2025 installation targets.
- Relevance of upstream, midstream and downstream industries
The Company and its subsidiaries primarily manufacture such products oriented to the photovoltaic industry, notably as photovoltaic ribbons and solar conductive pastes which are the key components of crystalline silicon solar cells and play a key role as a material supplier in the medium and upper reaches of the solar cell industry chains. The upper, middle and downstream connection diagram is as follows:
Affiliation diagram of upper, mid- and downstream of

crystalline silicon solar cells
As illustrated in the aforementioned diagram, the supply chain of the solar photovoltaic industry includes upstream poly-silicon material manufacturers and after obtaining silicon materials, such materials are smelted into a crystal growth furnace further pulled (crystal growth) into silicon ingots, and precision cutting, polishing into silicon crystal pillars, slicing and processing silicon wafers and midstream solar cell manufacturing and module packaging as well as downstream system design finally into installation amidst the channels. In terms of a more complete supply system, it can include as well solar cells and module manufacturing equipment, manufacture of system peripherals and related materials. The entire solar photovoltaic industry chain is closely integrated and the upstream and the downstream are closely connected in series to each other. In the entire industry, the upper, mid and down reaches formulate quite thorough industries.
3. Trend of product development and facts in competition
In terms of classification of product technology, crystalline silicon (c-Si) solar cells are still known as the dominating mainstream. In the aspect of thin-film solar cells including three major categories, i.e. a-Si (known as amorphous silicon), CdTe (cadmium telluride), CIGS (copper indium gallium selenium). Among the three major types of thin-film solar cells, thin-film solar cells dominate a relatively low market share, due primarily to the facts that their prices are almost the same as those of crystalline silicon solar cells. But their conversion efficiency is significantly lower than that of crystalline silicon solar cells, coupled with the facts with the end market demand gradually moving towards high conversion efficiency solar cells. In turn, the development of crystalline silicon solar cells virtually plays the role of the main focus.
In recent years, the conversion efficiency of single crystals has soared and costs have come down. Besides this, where the "Lead Runner" campaign has been carried out in Mainland China, the use of high-conversion-efficiency solar silicon wafers, and its market share increased by leaps and bounds. In particular, the introduction of emitter passivation and backside electrodes (known as Passivated Emitter and Rear Cell, or PERC), because of the effective increase in conversion efficiency, virtually become indispensable for increasing the market share of monocrystalline silicon. When the price of monocrystalline silicon wafers grows significantly higher than that of crystalline silicon wafers, there have been more and more stable electrodes. Numerous solar silicon wafer manufacturers have switched themselves to monocrystalline silicon wafers. In a market that continuously demand higher efficiency in solar batteries, Topcon's N-type batteries has excelled with its outstanding efficiency. As the switch between N/P types becomes clear, N-type batteries start to dominate the market by replacing PERC batteries with its higher PV conversion rate and will see a significant growth in penetration rate from 2025 to 2030.
Net-zero emissions have become the top priority of the world while the levelized cost of energy (LCOE) of solar energy has been below that of conventional energy. According to a report issued by the International Energy Agency, the latest growth rate of renewable energy capacity is the highest of the past two decades. The reduced costs have fueled the demand for solar energy, and as the usage rate of renewable energy increases, energy storage that increases grid flexibility and safety, integrated with energy storage system and AI for data analysis is introduced for enhanced storage efficiency and extensive battery life. Looking ahead, following the global renewable energy policy and
the expansion of international battery makers, the construction for storage systems will accelerate in response to the price drop of batteries.
The following is an analysis of the development trend of solar system products:
- (1) Effort to enhance conversion efficiency: At the moment, the selling price of solar cells is calculated based on the total wattage of each cell. In turn, the conversion efficiency of solar cells determines the price range of a single cell. That is to mean all solar cell factories are increasing the conversion efficiency as a technical improvement index. In the past, more than 90% of solar silicon wafers were made of polycrystalline silicon wafers. In recent years, nevertheless, the improvement of polycrystalline silicon wafers' conversion efficiency has gradually approached the theoretical limit. Moreover, Mainland China is encouraged by the "Lead Runner" programs. Monocrystalline silicon wafers with high conversion efficiency come into being. The production technology and yield of monocrystalline silicon wafers have gradually stabilized. Accordingly, based on the incessant pursuit of improving conversion efficiency, monocrystalline silicon chips have become the mainstream product currently. The thinning level of the wire electrode on the front of the solar cell increases the front illuminating area of the solar cell and increases the light injection intensity and effectively collects carriers which virtually boosts the current density generated by the photovoltaic effect and improves the light conversion efficiency of the solar cells. In turn, that rate should be reduced as appropriate. The proportion of the metal wire to shield the incident light to improve the conversion efficiency, but the thinning of the wire will cause high electricity These represent the very key points to be solved amidst the development process. The conductive pastes (aluminum pastes/front side silver pastes/back side silver pastes) are matched with high-efficiency solar silicon wafers, dependent on the advantages of different material characteristics which are conducive to improvement of the conversion efficiency.
- (2) Cost reduction as a means to promote the number of installations: Other than improving unit efficiency, cost-cut is still an important foundation for the development of the solar energy industry. The solar cell cost reduction functions double-sided power generation modules. The inverter is a 1500V system. The high voltage and the longer string length in the 1500V system greatly cut down the equipment costs. The number of inverters is reduced and the installation and subsequent maintenance costs come down and the high-voltage lines are reduced and the cable and construction costs are further
reduced as well. The HIS Market report pointed out that the global 1500V power station scale will definitely exceed 100GW within next two years, especially in low electricity price countries, e.g. India and Latin America. Almost all large-scale ground power station tenders adopt the 1500V schemes.
- (3) Requirements in lead-free environmental protection: Metal electrodes call for low series resistance, high bonding strength and solder resistance. Under the current lead-free requirements, conductive paste will be a big challenge to the bonding strength of silicon substrates. Accordingly, the development of new materials, the selection of alternative materials or the change of manufacturing process will become feasible solutions.
- (III) Technology and research & development in summary
-
- The technical level of business undertakings:
Here at the Company, we have long focused on the solar and photoelectric product material markets. In the past, we also focused on the development of various high-efficiency solar silicon wafers, combined with the conductive pastes by our subsidiary Giga Solar Materials Corporation, and photovoltaic ribbons and solar photovoltaic system investment or construction and other services produced and rendered by Gigastorage Corporation to offer overall solution for solar photovoltaic customers. That Subsidiary Giga Solar Materials Corporation's technical expertise in solar conductive paste material is competitive with top manufacturers in mainland China in terms of update speed, mass production, and cost control.
- Research & development
The Company actively focuses on the research and development in the field of materials, and develops key materials used in industries such as solar energy-related materials, low-temperature specialized chemical adhesives, semiconductor silicon wafers, high-efficiency heat dissipation solutions, and coated micro-tools. The key points and direction of future research and development are described as follows:
- (1) Solar energy-related materials
- In order to align with the development of the technology blueprint of the photovoltaic industry, the subsidiary Giga Solar Materials has improved the efficiency of front-side silver in the research and development of solar conductive paste. The cost control, ratio and usage have been improved, so that front-side silver can be thinner and has better printability. The
conversion efficiency of cells is improved, and the efficiency of front-side silver continues to have breakthroughs to offer good price-performance ratio. In particular, in 2024, all customers requested for N-type cells, which own a 24.5% PV conversion rate, jumping from 22.5% of the original P-type cells. With the dominant role in the market, N-type cells will rapidly replace P-type products. Giga Solar Materials has made all possible efforts to speed up the development of conductive paste products for this TopCon' N-type battery at this stage bringing about a fruitful result.
- In terms of solar conductive welding strips, because of the industry's development towards N-type module, Gigastorage has into mass production of 0.23mm and 0.21mm round welding stips used in M10-N module and delivered to customers in bulk. Meanwhile, the Company is also in development of thinner round welding strips of a diameter less than 0.19mm used in 0BB-TopCon module were completed and verified by major module manufacturers.
- (2) Low-temperature specialized chemical paste
As for low-temperature curing materials, the Company has continued to improve the performance of die-bonding paste products used chip packaging, from the original LED applications extended to power components (IGBT) and optoelectronic semiconductors (VSCEL) thermally conductive die-bonding applications. As for biomedical sensor components, the detection and stability of electrode slurry have been improved, and now can be used in uric acid and cholesterol detection in addition to blood sugar. As for passive component products used for automotive electronic applications, the reliability and characteristics in extreme environmental conditions have also been improved.
(3) Solar silicon wafers
Gigastorage uses the diamond multi-wire cutting and chemical cleaning and etching technologies it has accumulated for solar silicon wafers in the past to build up its processing and etching processes for semiconductor silicon wafers. At present, the product quality has met customer demand, and the products are being delivered to clients on schedule. The product size has been expanded from 8-inch to 12-inch silicon wafers. The product range has also extended from test level to silicon intermediate layer silicon wafers, and the product manufacturing process has evolved from polishing/cleaning processes in clean environments to the current refined polishing/RCA cleaning/vacuum packaging processes in dust-free environments. It is expected that the level of product quality and the integrity of process will be improved in the future to further expand the market.
(4) Efficient cooling solution
The increasing demand for high-performance computing such as artificial intelligence, real-time image and data processing has become quite a challenge for the traditional use of fan-forced heat dissipation and heat pipes or vapor chambers in circuit systems. Gigastorage applies its past experience with precision processing and low-temperature bonding technology to the manufacturing technology of key materials of vapor chamber bonding and micro-scale heat dissipation components used for high-performance cooling systems. The application is fully prepared for the process modules of 1,000 watts to be launched soon in the market.
- (5) Introduction of PV power generation systems to large-scale module stations The stations that originally used G1 340W modules have adopted M6 and M10 battery cells with larger coverage, which can increase the amount of installed capacity to 380W with 60 pieces of M6 cells and to 410W with the same number of M10 cells, as replacements. This trend to increase installed capacity within a fixed area can now be seen in most of the newly built stations.
-
- Research & development professionals and their academic credentials and hands-on career experiences
Distribution of academic and hands-on experience qualifications of R&D personnel in the last three years
| December 31, 2022 | December 31, 2023 | December 31, 2024 | March 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Items/Years | Number of research & development professionals |
Percentage % |
Number of research & development professionals |
Percentage % |
Number of research & development professionals |
Percentage % |
Number of research & development professionals |
Percentage % |
||
| Di | PhD | 9 | 8.33 | 8 | 7.21 | 6 | 5.22 | 6 | 5.31 | |
| str ibu |
Master's | 37 | 34.26 | 37 | 33.33 | 42 | 36.52 | 40 | 35.4 | |
| cre den tia |
tio n o f a cad |
University (including college) |
53 | 49.07 | 57 | 51.35 | 59 | 51.3 | 59 | 52.21 |
| ls | em ic deg |
Below university |
9 | 8.33 | 9 | 8.11 | 8 | 6.96 | 8 | 7.08 |
| ree | Total | 108 | 100.00 | 111 | 100.00 | 115 | 100 | 113 | 100 | |
| years) | Service seniority on average (Number of |
9.47 | 8.8 | 9.08 | 9.66 |
Expressed in number of research & development professionals
| Unit: Thousand NT Dollars | |||||
|---|---|---|---|---|---|
| Year | Year 2020 | Year 2021 | Year 2022 | Year 2023 | Year 2024 |
| Research & development costs in combination (A) |
318,379 | 318,943 | 328,727 | 336,684 | 354,114 |
| Operating revenues in combination, net (B) |
9,554,735 | 8,347,818 | 6,731,111 | 3,940,087 | 6,912,033 |
| (A)/(B)(%) | 3.33 | 3.82 | 4.88 | 8.55 | 5.12 |
- Research & development costs incurred over the past five years
5. Research & development results
| Year | Concrete research & development results |
|---|---|
| 1. Improved efficiency of P-type silicon wafers-The development |
|
| of high-efficiency P-type polysilicon wafers with a conversion | |
| efficiency of 17.2% which has been completed. | |
| 2. Single crystal development – To complete 8-inch P-type and |
|
| 2012 | N-type single crystal growth. |
| 3. To complete 9-inch P-type single crystal growth. |
|
| 4. Low printing weight solar back silver pastes, high surface |
|
| resistance and high efficiency front silver pastes and high | |
| adhesion pull back aluminum pastes. | |
| 1. The production capacity of long crystal growth was expanded |
|
| with G5 Size introduced into the machines. | |
| 2. The conversion efficiency rate of polysilicon exceeds 17.7%. |
|
| 3. The efficiency and yield of P-type single crystal are both |
|
| upgraded | |
| 4. High-tensile strength aluminum pastes on the back, passivation |
|
| 2013 | aluminum pastes on the back. |
| 5. Low silver content back silver pastes, low silver content back |
|
| silver pastes. | |
| 6. High efficiency and low bonding resistance in the front silver |
|
| paste. | |
| 7. LED silver pastes. |
|
| 8. Passive component terminal electrode silver pastes. |
|
| 9. Volume production in photovoltaic ribbons 3BB. |
|
| 1. Polycrystalline-G6 Size is introduced into the machine where |
|
| the yield rate is improved and the output is increased up to our | |
| 2014 | target efficiency beyond 18%. 2. Single crystal-N type is also under incessant development. |
| 3. High-tensile strength aluminum pastes on the back, passivation |
|
| Year | Concrete research & development results | |||
|---|---|---|---|---|
| aluminum pastes on the back. | ||||
| 4. The back is passivated and the back silver paste. |
||||
| 5. High efficiency and low bonding resistance in the front silver |
||||
| paste. | ||||
| 6. Photovoltaic ribbon productivity is expanded up to 200MW. |
||||
| 1. The average conversion rate of polysilicon wafers exceeds |
||||
| 18%, and the research & development of high-efficiency wafers is continually going ahead. |
||||
| 2. The Company significantly Improves the slicing technology of |
||||
| silicon wafers to minimize production costs. | ||||
| 3. High-efficiency back aluminum paste, back passivation |
||||
| 2015 | aluminum paste. | |||
| 4. The back is passivated and the back silver paste. |
||||
| 5. High efficiency and low bonding resistance in the front silver |
||||
| paste. | ||||
| 6. Reactive surface etching solar energy technology. |
||||
| 7. Volume production of photovoltaic ribbons 4BB |
||||
| 8. Development of high-efficiency photovoltaic ribbons |
||||
| 1. The average replacement rate of polysilicon wafers exceeds |
||||
| 18.5%, and high-efficiency wafers are continually on the way | ||||
| of heavy research & development. | ||||
| 2. Diamond line polycrystalline slicing technology was |
||||
| successfully developed which could use 70 micron diamond core wire for slicing. |
||||
| 3. Successful establishment of single crystal and polycrystalline |
||||
| large-size wafer processing technology | ||||
| 4. The N-type single-chip crystal pulling technology with high |
||||
| conversion efficiency greater than 22% was successfully |
||||
| 2016 | established. | |||
| 5. Development of diamond wire slice etching technology. |
||||
| 6. Development of equipment upgrade technology with mortar |
||||
| slicer converted to diamond wire slicer. | ||||
| 7. High efficiency and low bonding resistance in the front silver |
||||
| paste. | ||||
| 8. Improvement of the reactive surface etching solar technology |
||||
| 9. Photovoltaic ribbon productivity expanded up to 800MW. |
||||
| 10. Photovoltaic ribbons lead-free manufacturing process development |
||||
| 2017 | 1. Development of wet etching technology for diamond wire |
| Year | Concrete research & development results | ||
|---|---|---|---|
| slices in volume production stage | |||
| 2. Development of the etching method for diamond wire slices |
|||
| without crystal flowers. | |||
| 3. Development of low light attenuation polycrystalline wafers. |
|||
| 4. Photovoltaic ribbons 5BB in volume production. |
|||
| 5. Development of flux process for solar energy lead-free |
|||
| conductive soldering tapes | |||
| 1. Development of casting single crystal manufacturing process. |
|||
| 2. Low emission pollution black silicon etching manufacturing |
|||
| process. | |||
| 3. Development using diamond wire semiconductor wafer slicing |
|||
| 2018 | technology. | ||
| 4. Development of selective etching treatment technology for |
|||
| casting single crystal surfaces. | |||
| 5. Photovoltaic ribbon productivity expanded up to 1.5Gw. |
|||
| 1. The phase of technical volume production toward photovoltaic |
|||
| ribbon MBB. | |||
| 2. Development of 2.8-inch semiconductor silicon wafer |
|||
| manufacturing process. | |||
| a. Development of silicon wafer diamond wire slicing |
|||
| 2019 | technology. | ||
| b. Development of silicon wafer rounding, notch (V Notch), |
|||
| and orientation technology | |||
| 2020 2021 |
c. Development of silicon wafer grinding and polishing technology d. Development of silicon wafer cleaning, etching manufacturing process. 1. Development of silicon wafer edge polishing technology 2. Development of silicon wafer RCA cleaning, packaging manufacturing process 3. Development of vehicle-oriented optical glass substrate manufacturing processing process 1. Development of ultra-fine gap heat dissipation fin element manufacturing process 2. Development of silicon wafer recycling process 3. Development of ultra-thin optical glass substrate manufacturing process 4. Development of round ribbons used for M6 MBB modules. 5. Development of power components (IGBT) and optoelectronic |
| Year | Concrete research & development results | |||||
|---|---|---|---|---|---|---|
| semiconductor (VSCEL) thermally conductive die-bonding | ||||||
| materials. | ||||||
| 6. Development of all-in-one electrode materials for blood sugar, |
||||||
| uric acid and cholesterol detection. | ||||||
| 1.Manufacturing & process development of 8" test grade |
||||||
| semiconductor silicon wafer. | ||||||
| 2. Development of diamond wire cutting process with low wafer | ||||||
| warpage. | ||||||
| 3.Manufacturing development & design of micro-scale key element | ||||||
| for heat dissipation. | ||||||
| 2022 | 4. Development of round ribbons used for M10 MBB modules. | |||||
| 5. Development of round and flat ribbons. | ||||||
| 6. Development of biocompatible materials for continuous glucose | ||||||
| monitoring. | ||||||
| 7. Development of vapor chamber bonding materials. | ||||||
| 8. Development of long-life coating process for micro-tools. | ||||||
| 9.Manufacture and process development for 12-inch test-grade | ||||||
| semiconductor silicon wafers. | ||||||
| 1. Manufacturing and process development for 12-inch silicon | ||||||
| interposers. | ||||||
| 2. Development of chemical vapor deposition diamond coating | ||||||
| doping technology. | ||||||
| 3. Manufacturing process development of vacuum chamber | ||||||
| micro-pillars of vapor chambers. | ||||||
| 4. Manufacturing process development of microstructural heat sink | ||||||
| 2023 | of vapor chambers. 5. Bulk delivery of round welding stripes for use in M6 and M10 |
|||||
| MBB modules to module manufacturers. | ||||||
| 6. Successful development and verification of the round welding | ||||||
| strips of 0.23mm in diameter for use in M10 TopCon modules. | ||||||
| 7. Development of functional film for optoelectronics packaging | ||||||
| 8. Development of highly reliable conductive adhesives for polymer | ||||||
| capacitors. | ||||||
| 1. Manufacturing process development of microstructure in | ||||||
| immersed ebullators. | ||||||
| 2024 | 2. Development of low-temperature curable functional film coating | |||||
| technology. | ||||||
| Year 2025 as of March | 1.Mass production of round welding strips of 0.23 mm in diameter | |||||
| 31 | for use in M10之TopCon module |
| Year | Concrete research & development results |
|---|---|
| 2.Successful development and verification of round welding strips | |
| of 0.19mm in diameter for use in 0BB-TopCon module. | |
| 3.Development of a Process for Directly Formed Microstructure | |
| Plate Fins on the Top Surface of a Vapor Chamber for Thermal | |
| Dissipation。 |
- (IV) Long-term and short-term business development plans
-
- Short-term business plans
- (1) Solar key materials and system business
- Consolidating with materials within the Group to increase customer usage Stepping into the terminal system and power plant operation, grasping the terminal demand with introduction to the Company's material products and establishing a mutually beneficial and sharing relationship with customers. Establishment of solar energy power generation system to vigorously develop large power plants domestically.
- Lead-free and fine-line printing and high-efficiency front-side silver paste speed up customer certification and orders.
- In concern of solar conductive welding strips, as the industry leans towards higher PV conversion rate, Gigastorage is in development of thinner round welding strips of a diameter less than 0.19mm used in 0BB-TopCon module were completed and verified by major module manufacturers. They will be widely introduced when the module manufacturers enters into the mass production stage.
- (2) Low-temperature curing specialized paste
Continue to make samples of low-temperature curing materials to obtain customers' certification, and retain the existing products that have better sales performance to meet the demand for mass production orders.
(3) Semiconductor silicon wafers
Obtain customers' quality certification to have products that can meet market demand.
(4) Efficient cooling solution
Obtain customer quality certification and performance test report for the micro-scale key element for heat dissipation through agents.
(5) Coated micro-tools
Commission distribution agents to move into the market of cutting cools used for IC substrates and sheets that are difficult to cut.
- Long-term business plans
The Company engages in a variety of businesses and offer diverse materials products to lay the foundation for Gigastorage. Build in-house brands and improve their percentage accounting for the total sales.
(1) Solar key materials and system business
- The plans for solar materials are to improve the conversion efficiency and yield and the performance of conductive paste.
- Make every effort to invest in domestic large-scale solar power plants with economies of scale to generate steady annual income for the Company.
- Conduct testing and deliver samples of TopCon module conductive ribbons in accordance with the industry technology blueprint to improve the market share United States and India and continue to develop new customers.
- (2) Low-temperature curing specialized paste
Establish turnkey solutions in the fields of semiconductor wafers, biosensors and passive components to meet the diverse needs of customers and further expand their orders.
(3) Semiconductor silicon wafers
Continue to improve the silicon wafer process capability and quality to gradually reach all levels of standards for fab applications. Obtain customers' certification and provide stable supply.
(4) Efficient cooling solution
Join clients to develop micro-scale key element for heat dissipation of higher performance; heat dissipation element suitable for processing units such as next-generation AI chips, 5G/6G technology or ultra-high-speed CPU/GPU
(5) Coated micro-tools
Complete solutions for IC substrates and other high-end boards, and become a benchmark technology provider and supplier.
(6) Introduction of PV power generation systems to N-type TopCon module stations
Further increase electricity generation capacity per unit area, as well as illuminance sensitivity. The significant decline in the performance degradation rate of modules will consequently increase the IRR of investment to a greater extent.
II. Markets and Production & Sales Overview:
- (I) Analyses into markets
-
- Target markets for sales of major commodities
| Year | 2022 | 2023 | 2024 | ||||
|---|---|---|---|---|---|---|---|
| Items | Amount | % | Amount | % | Amount | % | |
| Taiwan area | 2,279,722 | 33.87 | 1,738,141 | 44.11 | 1,430,966 | 20.70 | |
| Asia (Note) | 4,415,236 | 65.59 | 2,154,157 | 54.67 | 5,438,268 | 78.68 | |
| America | 32 | 0.00 | 61 | 0.00 | 42 | 0.00 | |
| Export | Europe | 0 | 0.00 | 1,115 | 0.03 | 0 | 0 |
| Others | 36,121 | 0.54 | 46,613 | 1.19 | 42,757 | 0.62 | |
| Subtotal | 4,451,389 | 66.13 | 2,201,946 | 55.89 | 5,481,067 | 79.30 | |
| Total | 6,731,111 | 100.00 | 3,940,087 | 100.00 | 6,912,033 | 100.00 |
Expressed in Thousand NT Dollars
Note: Excluding Taiwan regions
- Market shares
The major products of the Group are solar conductive pastes. In the markets, there have not been direct separate statistics on the quantity of conductive paste products. The annual solar power plant installation volume, nevertheless, can be taken to count the consumption volume of aluminum pastes, back silver and positive silver for each piece of solar cell toward the three kinds of silver conductive pastes. Accordingly, the Company's sales of solar conductive paste materials in the year 2024 accounted for 8%~15% of the aggregate total of the entire world.
- The future supply & demand status and growth chances in the markets:
The global solar market growth may slow after 2025, with development increasingly reliant on policy support and end-user installation capacity. Future growth momentum will gradually shift toward emerging markets. InfoLink estimates an increase to 492-568 GW in 2025, with an annual growth rate of approximately 5-7%.
In recent years amidst the large-scale production of solar photovoltaic manufacturers in mainland China, the supply chains of the solar photovoltaic industry have been heavily reshuffled and integrated. Moreover, most solar photovoltaic manufacturers in mainland China resorted to cutthroat competition notably price-cutting, making other counterparts in Europe, the United States and elsewhere unable to bear over years in a row and even into bankruptcies and shutdowns and the EU and the United States have implemented a dual anti-policy against Chinese solar photovoltaic manufacturers to curb cutthroat competition amidst blind expansion of production. Those Chinese manufacturers, nevertheless, simply continue to expand production to satisfy their domestic demand market, resulting in the price war of solar silicon wafers from bad to worse. Some Chinese manufacturers have discontinued production which will help supply and demand in the industry.
In summation of the key points quoted above, as the cost of solar photovoltaics continues to decrease, solar power generation will become increasingly cheaper, cleaner and more reliable. Solar power generation will replace traditional power generation methods just around the corner. Overall, the future solar photovoltaic market will continually grow within our expectation.
-
- Niche in competition:
- (1) Solar conductive paste and conductive paste material account for approximately 20% of the costs of solar cells and are quite a huge impact on efficiency and quality. The continuous improvement of cost control and technology has continued to lower the printing weight of major customers, resulting in a phenomenon in which the number of installations increases, but the global use of solar conductive paste has not increased accordingly. Amid the intense competition in the solar energy industry, the Company has continued to improved product quality and cost control and launch high-efficiency and competitively priced pastes. The Company also has signed a non-exclusive patent licensing contract with DuPont to demonstrate the Company's respect to patent protection, which also helps to relieve customers' doubts and worries and prevent the trouble of patent litigation in the future.
- (2) Development of key materials for biomedical and other electronics applications – Low-temperature specialized materials
The rapid growth of electric vehicles and face recognition applications has increased the demand for die-bonding paste. We have accumulated years of development experience in heat dissipation of LED chips, and developed qualified products to meet the requirements of die-bonding and heat dissipation of high-power chips. The performance is comparable to that of world-renowned manufacturers, and they are expected to become the core products in the future. As a result of the booming applications in artificial intelligence (AI), generative AI, high performance computing (HPC), 5G/6G telecommunication, automotive smart assistance systems and industrial use, the demand for advanced chips has surged. The introduction of EUV in the semiconductor industry has pushed the process gate length from 7 nm to 3nm even to 2nm; the more transistors come with the higher thermal design power (TDP), and the associated high calorific value hence requires manufacturing processes and materials of higher performance in heat dissipation as a solution. The newly developed microstructure/heat sink manufacturing process of the Company is the perfect solution for 3C, servers, telecommunication and automotive products with high TCP. A wide application can eliminate the heat accumulation on the said chips faster and improve the performance and stability of products. As for biomedical sensor components, in addition to expanding the use of silver/carbon/insulation paste in the original blood sugar test strips, the Company has successfully developed electrode materials for uric acid and cholesterol test strips. The Company will closely collaborate with clients to improve customer stickiness.
- (3) In therms of solar conductive welding strips, the circular welding strips currently used in the M10 TOPCon module have entered the mass production stage and are steadily being shipped to customer. It is expected that Q2 2025 customer product types will fully transition to M10 Topcon products, while M6 PERC products will gradually exit the market. Currently, 0BB-Topcon products are undergoing testing and certification with customers, with small-scale shipments expected to begin in Q2 2026.
- (4) Our group actively invests in the development of domestic large-scale solar power plants. By operating solar power plants and entering terminal systems, we can assist in importing products owned by our group and establish mutually beneficial and shared relationships with solar cell factory customers. In addition to solar power plants, photovoltaic combined energy storage has become a trend in the renewable energy market. Our group is also actively entering the energy storage industry and has a complete energy market layout.
-
- Advantages and disadvantages toward development prospects and countermeasures
- (1) Advantageous factors:
- . Excellent cost control and flexible manufacturing capabilities. In the face of cutthroat competition in the markets, the Group's product quality still remains reliable and stable and costs are effectively under control. Our Company has long been recognized by customers under the market segmentation strategy. We virtually grow steadily with customers
- . Our Group is proud of a strong technical research and development team. With the core technology of related materials, we actively invest in the high-efficiency solar module conductive ribbons, coating products and the
like and have developed so quite successively.
- . Our Group is capable of providing customers with relevant material solutions. Other than the effort to make excellent use of the resources of Taiwan's complete solar photovoltaic industry chains, we have, as well, established a subsidiary in Yancheng, China to serve solar cell manufacturers over there. Compared with other large foreign counterparts, we enjoy a cost advantage.
- (2) Disadvantageous factors
- . The solar energy industry aims to achieve parity on the Internet where reduced cost is the primary goal of customers.
Our countermeasures:
- a. We aim at technical services as our business orientation by quickly solving customers' problems, including reliability and weather resistance and even beautification of exterior appearance characteristics. Through such efforts, we virtually enhance the added value of customers with our products.
- b. In turn, we help improve conversion efficiency and cut production costs, e.g. assisting in the development of reducing electrode screen line width technology to boost the light-receiving area of the battery surface, or assisting in adjusting process parameters and the like to maximize the product yield.
c. With the high entry barriers and rapid evolution of the materials industry, factors of success are not easy to be duplicated. Besides this, the conductive paste accounts for an insignificant cost of the battery and the savings would be quite limited. Only quality and service play the role of very key. In terms of customer base, a newly coming competitor would not necessarily take advantage by adopting a price-cutting competition strategy.
. Where export accounts for a majority of our Group's total sales, the change in exchange rates in the international markets represents a risk to our Group.
Our countermeasures:
The Group's major raw materials are denominated in US dollars as a means of natural hedging. For the rest, we adopt methods such as foreign exchange options and pre-sale of foreign exchange to minimize the impact of foreign exchange risks.
. The solar photovoltaic industry is highly subject to the impact by government energy policies and government policies are, in turn, often subject to the impact by the political and economic situation of various countries and fiscal revenues and expenditures as highly volatile.
Our countermeasures:
a. We vigorously explore overseas markets, diversify the customers
from concentration, aim at stable volume production, rapid supply and reasonable pricing. Further by all available means, we try to increase market share and economies of scale so as to minimize unit production costs.
- b. We accurately dominate the market updates. Throughout the development process, we set up very sound and close ties with upstream and downstream suppliers to boost added values and cut short the lead time. In turn, we would help customers enhance competitive edge.
- c. Other than the effort to use the existing customer base to expand the positive silver paste markets, we further develop different product lines along with the equivalent effort to develop mainstream solar cell products.
-
- The trend in summary from macroeconomic environment and the industries where the Company is in:
The United Nations Climate Action Summit warned that the current global warming rate has greatly exceeded what predicted 10 years ago and called on all countries to put forward specific actions. At the same time, the United Nations Intergovernmental Panel on Climate Change Committee pointed out that once the earth's rising temperature exceeds 1.5°C, it will bring serious consequences. At the present time, as generally believed, that the increase in carbon dioxide and other greenhouse gas emissions caused by human activities is the prime cause of global warming. Therefore, the effort to minimize carbon dioxide emissions and saving energy are the very urgent tasks at present. The prime renewable energy sources include notably solar energy, water power, wind power and biomass energy among which sunlight is pollution-free, available everywhere, and inexhaustible. The data revealed by the International Energy Agency (IEA) indicates that by 2025, nearly one-third of the world's electricity will come from renewable energy sources. Amidst the global trend of energy saving and carbon reduction, governments of most countries throughout the world have rendered more definite support for the photovoltaic industry. Other than determining the proportion of solar power generation in renewable energy power generation, those major international manufacturers have also asked supply chain manufacturers to use green power. Under such trend, our Group vigorously invests in power plants to fulfill the responsibilities of a dedicated corporate citizen on earth and contribute to the sustainable development of our earth.
(II) Major purposes of use and the manufacturing process of major products
- Major purposes of use of major products
| Major products | Major purposes of use |
|---|---|
| Photovoltaic ribbons | Solar module materials. |
| Solar conductive paste | Major raw materials for solar energy batteries. |
-
- Major manufacturing process of major products
- (1) Photovoltaic ribbons

(III) Status of supply for major raw materials
| Major raw materials |
Major source of supply | Status of supply |
|---|---|---|
| Metallic powder |
Company A, Company B, Company C, CompanyD, Company E, Company F, Company G, Company H, Company S |
Good. |
| Solvent | Company L, Company M | Good. |
| Resin and other additives |
Company N, Company O, Company P | Good. |
- (IV) The names of key customers with total purchase (sale) amount accounting for over 10% of the aggregate total purchase (sale) amounts in either among the past two (2) years and their percentages
-
- The customers with total purchase amount accounting for over 10% of the aggregate total purchase amounts of the Company and its subsidiaries over the past two (2) years and the year of declaration
Expressed in Thousand NT Dollars; %
| 2023 | 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Items | Names | Amount | Percentages to the aggregate total annual purchase amounts |
Relations hip with the issuer |
Names | Amount | Percentages to the aggregate total annual purchase amounts |
Relations hip with the issuer |
|
| 1 | Company E |
1,419,286 | 51.86 | None | Company E |
2,856,703 | 46.74 | None | |
| 2 | Company S |
327,788 | 11.98 | None | Company S |
1,933,254 | 31.63 | None | |
| Others | 989,519 | 36.16 | - | Others | 1,321,850 | 21.63 | - | ||
| Net amount of purchases |
2,736,593 | 100.00 | - | Net amount of purchases |
6,111,807 | 100.00 | - |
Descriptions of the causes behind increase/decrease: N/A
- The customers with total sales amount accounting for over 10% of the aggregate total sales amounts of the Company and its subsidiaries over the past two (2) years and the year of declaration:
| 2023 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Items | Names | Amount | Percentages to the aggregate total annual sales amounts |
Relation ship with the issuer |
Names | Amount | Percentages to the aggregate total annual sales amounts |
Relation ship with the issuer |
| 1 | Company AA |
357,874 | 9.08 | None | Company AA |
2,160,296 | 31.25 | None |
| 2 | Company AC |
0 | 0 | None | Company AC |
826,973 | 11.97 | None |
| 3 | Company AB |
303,713 | 7.71 | None | Company AB |
556,259 | 8.05 | None |
| 4 | Company E | 348,238 | 8.84 | None | Company E |
139,950 | 2.02 | None |
| 5 | Company D | 2,238 | 0.06 | None | Company D |
0 | 0 | None |
| Others | 2,928,024 | 74.31 | - | Others | 3,228,555 | 46.71 | - | |
| Net amount of sales |
3,940,087 | 100.00 | - | Net amount of sales |
6,912,033 | 100.00 | - |
Expressed in Thousand NT Dollars; %
Descriptions of the causes behind increase/decrease: The change in customers contributing to over 10% of annual sales is primarily due to significant growth in sales of N-type solar cell paste this year, which has driven an increase in procurement amounts from specific customers.
III. The Number of Employees, Average Service Seniority, Average Ages and Percentage of Distribution in Academic Credentials and Hands-on Career Experiences in the Latest Two Years and as of the Publication Date of the Annual Report
| Year | 2023 | 2024 | April 31, 2025 | |
|---|---|---|---|---|
| Direct personnel | 97 | 95 | 90 | |
| Number of employees |
Indirect personnel | 323 | 328 | 315 |
| Total | 420 | 423 | 405 | |
| Average ages | 42.8 | 42.46 | 42.98 | |
| Average service seniority | 10.43 | 10.02 | 10.25 | |
| Distribution of | PhD | 4.27 | 2.07 | 1.85 |
| academic | Master's | 17.79 | 17.37 | 17.44 |
| degree credentials by percentages (%) |
University/ college | 61.57 | 65.43 | 66.26 |
| Senior high school | 14.95 | 14.29 | 13.54 | |
| Below senior high school |
1.42 | 0.84 | 0.91 |
IV. Information of Expenditures onto Environmental Protection
- (I) Pursuant to environmental protection laws and regulations,
-
- Air pollution management
Each plant area of Gigastorage has air pollution control equipment set up according to the process requirements. The Company has a permit for stationary sources of air pollution, and operates air pollution control equipment according to regulations.
- Wastewater pollution management
The process wastewater from each plant area of Gigastorage is pre-treated and then sent to the sewage treatment plant in the industry park together with domestic sewage. Various control measures shall be handled in accordance with the Water Pollution Prevention and Control Measures Plan.
- Waste management
Obtain approval documents of the industrial waste disposal plan according to the regulations, and provide reports of disposal, production capacity and waste generation.
-
- Regularly pay air pollution control fees, wastewater treatment fees, soil and groundwater remediation fees, and declare and manage the prevention and control equipment for stationary sources of air pollution, wastewater pretreatment facilities and flow of waste disposal in accordance with regulations.
-
- Expenditures for environmental protection
| Unit: NT\$ | ||
|---|---|---|
| -- | -- | ------------ |
| Company | Category | 2024 |
|---|---|---|
| name | ||
| Air pollution control facility maintenance fee |
3,308,974 | |
| Gigastorage | Air pollution control fee | 0 |
| Giga Solar Materials |
Wastewater pollution control facility maintenance fee |
1,702,587 |
| HOMI | Wastewater treatment fee | 935,566 |
| Specialty Materials |
General business waste disposal fee |
799,734 |
| Hazardous business waste disposal fee |
151,200 |
-
- Each plant of the Company has set up personnel in charge of air pollution control, wastewater treatment, waste disposal in accordance with the regulations, and has conducted business in accordance with the regulations of government agencies and environmental protection.
- (II) Investment into major environmental pollution equipment, the purposes of use and the benefits so generated thereby:
Pollution prevention and control equipment is regularly repaired and maintained. Monitoring instruments are calibrated according to regulations, so that pollution prevention and control equipment can operate normally. the Company also commissions a testing company approved by the Environmental Protection Administration to conduct testing of exhaust emissions pipelines and wastewater quality to ensure that the emission of pollutants complies with laws and regulations, which helps the Company reduce pollution and impact to the environment and fulfill corporate social responsibility. No new pollution prevention and control equipment will be added in 2024.
- (III) The facts about the Company's effort to improve pollution to the environment in the last two years and as of the publication date of the annual report with explanation of the effort to solve a pollution-oriented dispute, if any. The Company has been free of any pollution-oriented dispute.
- (IV) The aggregate total amount of the impairment (including compensation for damages), penalty incurred to the Company due to pollution to environment in the last two years and as of the publication date of the annual report with disclosure of the future
countermeasures (including corrective action) and potential expenditures (including the estimated amount of the potential impairment, penalty and compensation for damages where the Company fails to take countermeasures. Where the amount could not be rationally estimated, explain the reason why it could not be rationally estimated). :No losses suffered from polluting the environment.
(V) The impact of the current pollution and its improvement on the Company's earnings, the competitive position and capital expenditures and the expected major environmental protection capital expenditures in the next two years: None.
Gigastorage Corporation is a professional manufacturer of photovoltaic ribbons, providing important functions such as high electrical conductivity, low yield strength, and high solderability. Combining the high-quality solar materials produced by subordinated companies, the Gigastorage Group provides customers with high-efficiency solar power modules and offers solar power system engineering evaluation and suggestions, designs, application submissions, construction, equipment registration, and other services to complete the system installation and the sale of electricity. This allows for the achievement of energy conservation and carbon reduction targets.
Besides this, Gigastorage has committed itself to the research and development of cutting various materials and grinding silicon wafers, and providing contract customization of wafer substrates.
In order to fully comply with the environmental protection and pollution control provisions of the law, the Company continued to improve through the PDCA process under the ISO 14001 environmental management system, completed the revision verification for the ISO 14001:2015 system (verification institution: SGS; certificate No.: TW01/00979.00) in 2016 in response to the revision of the international environmental management system of ISO 14001:2004 to ISO 14001:2015 in 2015, and successfully passed the certificate renewal of ISO 14001:2015 after three years in September 2022 so as to ensure that the Company's products achieve the target of sustainable corporate development under the precondition of compliance with environmental protection laws and regulations and ISO international standards. The Company has passed ISO 14001: 2015. The first regular follow-up verification of the environmental management system was performed this year. The latest certificate is valid from September 14, 2022 to August 21, 2025.

(VI) In response to the relevant information of the European Union Restriction of Hazardous Substances (RoHS):
In response to request by customers, our Company has established relevant regulations on the control procedures over hazardous substances in green products. Where necessary, our Company would outsource a third survey unit to inspect our products and issue a test report to verify that our products comply with international regulations and customer requirements, including notably the European Union's Restriction of Hazardous Substances Directive (known as RoHS), EU new chemical policy (Registration, Evaluation, Authorization and Restriction of Chemicals, REACH) and such standards.
V. Labor Relations
(I) Human Right Policies:
-
- The Company attaches great importance to gender equality issues among employees. We not only provide friendly working environment, but also safeguard the rights of our employees, and treat all of them fairly.
-
- The Company supports the "Universal Declaration of Human Rights" (UDHR) and follows the international conventions on human rights, including the "International Bill of Human Rights," the "International Labor Organization – Declaration of Fundamental Principles and Rights at Work," and the "UN Guiding Principles" (UNGPs), and formulates Gigastorage's human rights
policy with which the supply chain partners also comply. The Company follows relevant labor regulations such as the Labor Standards Law, formulates work rules and internal management regulations, and regularly holds works councils. In 2024, four works councils were held to communicate and reach agreements between the two parties, listen to the opinions of labor representatives, safeguard employee rights and interests, provide channels for employees to express their opinions, and provide information platforms to protect the basic human rights of all colleagues, and enable them to fully understand the Company's operational activities. The Company's employees have not yet established a labor union, nor has a collective agreement been signed. In 2024, there have been no incidents of discrimination, no major forced or compulsory labor incidents, no labor disputes, no violations of labor laws, and no disciplinary penalties.
-
- Implementing principles:
- (1) Provide safe, healthy, and zero-harassment environment.
- (2) Eliminate all illegal discrimination and ensure the equality of working opportunities.
- (3) Forbid child labors.
- (4) Forbid forced labor, and discourage working overtime.
- (5) Safeguard the labor rights of underprivileged groups, including but not limited to aboriginals, women, migrant workers, technical assistants, interns, and the disabled.
- (6) Comply with labor-related laws and regulations.
- (7) Pay the wages on time, in order to maintain the necessity of the employees.
- (8) Help the employees to maintain physical and psychological health and work-life balance.
- (9) Encourage employees to express their ideas and set up an anonymous internet platform to receive suggestions and feedbacks.
- (10) Periodically reviews the salary to ensure that it fits to the labor market, and raises the welfare of our employees.
-
- Specific human rights management plan:
- (1) Human rights due diligence: Collaborate with ESG report writing every year to collect human rights related topics for interested person, including basic human rights, work environment safety, employee health, salary and benefits, and evaluate risk levels through risk assessment tools. In 2024, three questionnaire surveys have been conducted to evaluate the following
topics:
| Questionnaire type/Quarter | Q1 | Q2 | Q3 |
|---|---|---|---|
| Promotion system | V | ||
| Physical and mental balance | V | ||
| Employee Care | V | ||
| Supervisor Management | V | ||
| Performance Appraisal | V |
- (2) Through works councils or questionnaire surveys, we can understand the issues that employees value, and develop mitigation and remedial measures to track improvement results. Taking the survey conducted in 2023 as an example, employees care about topics in the pay raise of enterprises. In the Q1 survey, employees' satisfaction on pay was relatively low, but when a decision on pay raise was made at the end of Q1, the survey on employee satisfaction made in Q2 immediately went up.
- (3) Conduct education and training: Employees may participate in training at the time of entry or from time to time. Human resources units will conduct relevant courses and training in the Company's education and training system, including: introduction to company policies that comply with laws and regulations, salary calculation methods and payment regulations, introduction to appeal mechanisms and platforms, employer obligations and legal responsibilities of workplace bullying, sexual harassment prevention course introduction etc., to enhance human rights awareness and reduce the probability of risk occurrence.
- (4) Workplace Diversity: Our company is committed to providing a dignified and safe work environment, ensuring diversity in hiring, fairness in compensation and promotion opportunities, and guaranteeing that employees are not discriminated against, harassed, or treated unfairly due to race, gender, sexual orientation, religious beliefs, age, political affiliation, place of origin, disability, or any other condition protected by applicable laws.
| Index | Percentages | 2030 Target |
|---|---|---|
| Female employees | 31.84% | - |
| Women account for all supervisors |
32.65% | - |
| Women as senior | 29.03% | 35% |
| executives | |
|---|---|
- (II) A variety of the Company's welfare measures, continuing refresher education, training programs, retirement systems and implementation thereof, as well as labor accords and various measures to safeguard employees' interests:
-
- Employee welfare measures: Talent is not only an important asset of a company, but also the foundation for the sustainable development of the enterprise. In order to attract and retain talents, Gigastorage provides a competitive salary, and provides a welfare system that meets the needs of colleagues, such as vacation system, group insurance, health care, learning and growth environment, employee stock trust, pension, healthy workplace and other diversified measures to protect the rights and interests of employees.
-
Salary and benefits: In addition to fixed salaries, we are not stingy in sharing the profitability of the Company's operations. Our overall salary is maintained above the industry level, and we distribute year-end bonuses, quarterly bonuses, and performance bonuses based on departmental and individual performance. We have established a welfare committee in accordance with the law, providing annual travel subsidies, on-the-job education and training, employee bonus stocks, regular employee health checks, club activities, wedding and funeral subsidies, maternity and paternity leave, book purchase subsidies, education subsidies, and various special store discounts and other benefits. Starting from July 2022, an employee stock ownership trust will be implemented, and the Company will allocate 100% of its principal salary to strengthen talent retention and attract external talents to join. The average pay raise for all managers and non-managers in Taiwan was 3% in 2024, 60% of the total salary increase will be used for grassroots employees.
-
- Vacation system: According to the basic labor law, institutionalized leave regulations are provided to allow colleagues to flexibly use various types of leave, ensuring that colleagues can enjoy appropriate and sufficient rest rights in their spare time.
-
- Insurance coverage: In addition to legally insuring each employee with labor insurance, national health insurance, and regular monthly pension, we also plan various insurances for employees, including life insurance, accident insurance, and medical insurance, to increase their overall protection and ensure that colleagues have no worries at work.
-
- Healthcare: We attach great importance to the physical and mental health of every employee. We regularly hold employee health checks every year, and establish a medical clinic. Professional medical doctors and nurses regularly provide on-site services and provide health consultation services. This not only ensures the health of our colleagues, but also helps them master their own health status.
-
- Employee engaging in advanced studies and training situation:
In order to effectively cultivate employees and enhance their professional abilities, the Company has a comprehensive training and learning pipeline. Regular internal education and training on various professional functions, management, environmental safety and health, self-inspiration, etc., are held to enhance employee skills. Occasionally, personnel are sent to domestic and foreign training or relevant academic institutions to participate in seminars, thereby creating the overall interests of the Company and employees.
In order to enable colleagues to acquire professional knowledge and skills, and increase employees' self-knowledge and concepts, Gigastorage actively plans employee training courses. The 2024 employee training includes: new employee training, professional functional training, business marketing, general education training, self-inspiration training, management training, and information which are divided into seven major training systems.
| Statistical period: January 2024~December 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Course Type | Number of Students |
Hours | Number of Classes |
Percentage | |||
| 1. Training for new employees |
145 | 252 | 12 | 7% | |||
| 2. Professional functional training |
321 | 618 | 57 | 35% | |||
| 3. Business marketing | 82 | 228 | 8 | 5% | |||
| 4. General education Training |
674 | 1029.5 | 50 | 30% | |||
| 5. Self-inspiration training |
88 | 120 | 4 | 2% | |||
| 6. Management training |
460 | 466.5 | 31 | 19% | |||
| 7. Information | 177 | 104.5 | 3 | 2% | |||
| Total | 1,947 | 2,818.5 | 165 | 100% |
Among the courses offered, the "Professional functional training" course accounts for 35% of the total training hours of the year, accounting for the highest proportion. In this training system, important topics such as legal compliance, human rights, anti-corruption, integrity management, and asset security are specifically included in the course items. The time and number of courses offered in 2024 is listed below.
| Item | Course name | Course hours |
|---|---|---|
| Legal compliance course |
Insider trading | 0.5 |
| Unlawful violations in the workplace (sexual harassment/bullying) |
7 | |
| Daily self-care for shoulder and neck pain | 1 | |
| Human rights training or promotion |
Metabolic syndrome prevention and vision care |
1 |
| Workplace stress relief tips | 2 | |
| Right now is the best time | 2 | |
| Anti-corruption training/integrity management |
Integrity code promotion course | 0.5 |
| Information security | Overview of information security monitoring mechanism (Anti-Virus+IPS) |
1 |
| training | Information security education and promotion | 0.5 |
| "Average number of training hours of employee per year in the past three years" (Statistical scope: Regular Gigastorage employee) |
||||||||
|---|---|---|---|---|---|---|---|---|
| Employee | Item | 2022 | 2023 | 2024 | ||||
| category | Female | Male | Female | Male | Female | Male | ||
| Total number of employees |
1 | 5 | 2 | 9 | 1 | 4 | ||
| Senior leaders |
Total training hours | 13.5 | 36.5 | 36.6 | 78.8 | 28.0 | 21.0 | |
| Number of training hours per employee |
13.5 | 7.3 | 18.3 | 8.7 | 28.0 | 5.3 | ||
| Total number of employees |
11 | 21 | 4 | 8 | 9 | 20 | ||
| Manager | Total training hours | 179.5 | 360 | 134 | 81.5 | 234.0 | 179.0 | |
| Number of training hours per employee |
16.3 | 17.1 | 33.5 | 10.2 | 26.0 | 9.0 | ||
| Total number of employees |
36 | 85 | 54 | 111 | 47 | 98 | ||
| General employees |
Total training hours | 397.5 | 876.5 | 924 | 1,248.5 | 965 | 1,391.5 | |
| Number of training hours per employee |
11.0 | 10.3 | 17.1 | 11.2 | 20.5 | 14.2 | ||
| Annual total number of | 48 | 111 | 60 | 128 | 57 | 122 | ||
| employees | 159 | 188 | 179 | |||||
| Annual total training hours | 590.5 | 1,273.0 | 1,094.5 | 1,408.5 | 1,227 | 1,591.5 | ||
| 1,863.5 | 2,503 | 2,818.5 | ||||||
| Annual number of training hours | 12.3 | 11.5 | 18.2 | 11 | 21.5 | 13.0 | ||
| per employee | 11.7 | 13.3 | 15.7 | |||||
| Note: Training hours of per employee in each category=Total training hours per category/Total |
number of employees in that category
- Retirement system and the implementation thereof:
In an attempt to secure the retirement life for our employees to enhance labor-management relationship and working efficiency, we previously appropriated 2% of each employee's total salary into pension reserve fund on a monthly basis. The balance of pension reserve fund is NT\$19,690 thousands at the end of 2024.
Later as Labor Pension Act was put into enforcement on July 1, 2005, we have adopted defined contribution system. After the defined contribution system was put into implementation, our employees are entitled to, at their discretion, choose either the pension system under "Labor Standards Act" or reservation of their service seniority in accordance with the aforementioned Labor Pension Act. Toward employees entitled to the Labor Pension Act, the Company appropriates 6% of the employees' total salaries on a monthly basis as the reserve fund for their pension. The related pension cost for 2024 is NT\$5,012 thousands.
The Company has enacted Regulations Governing Retirement to exceptional regular the retirement of all general employees and managerial officers. In line with amendments to the Labor Standards Act, a deferred retirement system has been established. Employees who have reached the age of 65 and have served the Company can negotiate individually to continue working, with retirement deferred for at least one year or more.
-
- Working environment and measures to safeguard employees:
- (1) Over the working environment of our entire staff, we, on a semiannual basis, outsource the supervisory institution(s) officially accredited by the Occupational Safety & Health Department of Ministry of Labor to conduct "Operational Environment Monitoring." The contents of such monitoring efforts depend upon the operational types. The results of such monitoring efforts are officially promulgated onto the Electronic Bulletin Boards inside the plants on a periodical basis to be known to all.
- (2) To further safeguard entire staff in their operational security, our Working Security Units inside the respective plants would conduct audit over the existent working activities on a regular basis. Over a deficiency found, we issue the audit deficiency note forthwith and complete the corrective action within the specified time limit. Toward a deficiency which could not be rectified by means of engineering control and administrative management effort, we specifically provide the working staff with specific personnel protective apparatuses and further train such working staff into a sound way to wear and maintain such personal apparatuses. We render management of respiratory protective gear exactly in accordance with the regulations of the Occupational Safety Administration for Year 2021. Respiratory protective measures and management issues are implemented for colleagues who use protective gear to prevent a respiratory protective gear from being used in an inappropriate manner where the protective effect would be reduced. In case of a change in the plant (a change in machine equipment, plant configuration, etc.), the change must not be implemented until completion of the relevant assessment process (change in operation control chart, environmental safety and health impact assessment checklist, and the like) in accordance with the change management rules. A contractor who is required to work inside our plant shall duly file application in accordance with Regulations Governing Environmental Security for Contractors and shall not work inside our plant until officially permitted, and shall be subject to strict supervision throughout
the working process.
To faithfully fulfill the corporate social responsibility with perfect safeguarding of our employees, our Company introduced to Occupational Safety & Health Management System ISO 45001:2018(formerly known as OHSAS 18001) in 2018 and further obtained the official certificate from a third-party certification authority. This is another aspect verifying our performance in safety & security.
- Enactment of employee behavior code or ethical code:
To enable our entire staff to understand the ethical concepts, rights, obligations and codes of behaviors, the Company has formulated a variety of management system related methods and welfare measures. Our entire staff, in turn, agree to follow these rules consistently with faithful Implementation and compliance. The key contents of the code of conduct are as enumerated below:
- (1) I solemnly commit myself to faithful performance of duty exactly in accordance with the rules & regulations of the Company solely aimed at public interests. Under no circumstances shall I take advantage of my power, method, opportunity in my position to strive for interests for myself, my spouse, blood relative, relative by marriage or cohabitant.
- (2) I solemnly commit myself that throughout the period of my employment, under no circumstances shall I request, contract, or accept gifts, benefits, or expense subsidies from anyone interested in the job position. Nevertheless, under any one among those circumstances enumerated below as occasional, unlikely to cause an impact upon specific rights & obligations, I may accept it:
- ①. As a matter of official courtesy.
- ②. As an award, salvation or condolence from a senior official.
- ③. As a present below NT\$5,000 in terms of market value, or a present offered by a good number of colleagues in the Company with the total market value below NT\$5,000.
- ④. A present offered on an occasion of engagement, marriage, childbirth, housewarming, inauguration, promotion change, retirement, resignation, severance and personal injury or illness of an employee himself or herself, spouse or direct lineal family member, death of spouse or immediate family member with market value not beyond the normal social etiquette standards.
- (3) I commit myself to rejection or return of a present linked up with my duty and present it to my immediate department head. Where return proves
practically infeasible, I will submit it to the Company's Administrative Division within three (3) days from receiving.
- (4) Under no circumstances shall I accept a request from a customer or a supplier that is likely to affect the Company's business decisions, implementation or non-implementation with a beneficial or adverse impact on it.
- (5) Whenever I am found in contravention of such firm commitment, I agree to accept penalty according to rules & regulations of the Company and even agree to be referred to the judicial authority in case of involving criminal responsibility.
-
- As of the publication date of the annual report, the license(s)/certificate(s) obtained by information transparency related personnel as required by the competent authority(ies):
The certified public accountant license of the Republic of China, one person each in the Finance Departments.
The certified public accountant license of the United States, one person each in the Finance Departments.
- Accords reached by and between labor and management parts and efforts to safeguard employees' rights and interests:
Here at the Company, a labor-management conference is convened on a quarterly basis with four labor–management conference convened in total in 2024 where the labor and management sides communicate their respective opinions on an amicable basis. The management would patiently listen to voice from the labor side to safeguard labor interests.
The Company has set up an Employee Welfare Committee which studies and discusses with the management side about a variety of fringe benefits for employees and formulates a variety of welfare measures to enhance the harmony by and between the both the labor and the management.
(III) The impairment incurred by a labor dispute in the latest fiscal year and as of the publication date of the annual report (including the result in labor inspection that is found in contravention of Labor Standards Act. Please expressly enumerate the date, file number, contents of the violated law in the penalty, contents of penalty) with disclosure of the current and future countermeasures. Where the amount is unable to be estimated rationally, explain the reason behind for such infeasible estimate.
Here at the Company, both the labor and the management have faithfully complied with the Labor Standards Act under human-based management. Thanks to such policy, both the labor and the management have been in friendly and harmonious ties. In 2024, there were no incidents of discrimination, no significant occurrences of forced labor, no labor disputes, no violations of labor laws, and zero penalties. As of the publication date of the annual report, we undergo no impairment resulting from a labor dispute.
VI. Information Security Management
- (I) Describe the information security risk management framework, the information security policy, the specific management plan, and the resources committed to the information security management, etc.
-
- Purpose of Information Security:
Faced with the challenges of commercial competition and globalization, information security and operational data protection have become important cornerstones for the sustainable development and maintenance of core competitiveness of enterprises. To ensure the stability, security, and availability of information systems, the Company is committed to strengthening information security management mechanisms and defense capabilities, establishing a secure and reliable computerized operating environment, ensuring system, data, equipment, and network security, and protecting the Company's important information assets and the normal operation of information system operations.
In order to implement sustainable development and protect the Company's confidential information, the Company has established an "Information Security Management Group" to implement information security policies and establish communication mechanisms to effectively prevent information theft, tampering, loss or omission. In addition to ensuring the confidentiality, integrity, and availability of information, we also require compliance with relevant information security standards or regulations.
- Scope and objects of information security application:
Applicable to companies and other group affiliated enterprises with substantial control capabilities, including colleagues in various operating sites and outsourced manufacturers who have access to internal information of the group.
-
- Information security risk architecture:
- (1) The Company establishes a cross departmental "Information Security Management Group," establishes and implements an information security management system, holds regular meetings every year, is responsible for reviewing the effectiveness of information security planning and
implementation, as well as major resolutions on information security, and coordinates the allocation of resources required for information security.
- (2) The Information Security Management Group is mainly responsible for planning, establishing, implementing, maintaining, reviewing, and continuously improving the information security management system of the information system, and reporting information security related issues to the Information Security Management Committee.
- (3) The Information Security Management Group holds regular meetings to review the implementation status, and reports on the implementation status and review to the Board of Directors on an annual basis (reported to the Board of Directors on November 8, 2024).
- (4) On March 20, 2023 the Company passed a resolution and announced the establishment of an Information Security Specialized Unit in accordance with the Guidelines for Consultation and Communication Security of Listed and OTC Companies. The Information Security Specialized Unit includes an Information Security Specialized Unit Director and an Information Security Specialized Unit Member, mainly responsible for the overall information security architecture design, information security maintenance and monitoring, internal and external information security incident response and investigation of the Company. It regularly reports on the progress of work to the "Information Security Management Group" and annually reports on the annual information security handling situation to the Board of Directors.
-
- Information security goals and policies and related solutions:
- (1) Information security objectives:
- ① Maintain the stability and continuity of the Company's business operations, and avoid operational losses caused by system interruptions or other information security incidents.
- ② Take appropriate protective measures for sensitive information such as business secrets of the Company's enterprises to reduce the impact and risk of asset security incidents such as damage, theft, leakage, tampering, abuse, and infringement.
- ③ Continuously improving the confidentiality, integrity, and availability of the Company's various information assets.
- (2) Information security policy:
- ① Ensure the confidentiality, integrity, and availability of company information, as well as the compliance of management systems and
processes.
- ② Strengthen the capability of in-depth protection from the four aspects of organization, personnel, process, and technology, strengthen the resilience of the core consulting communication system, and ensure continuous operation.
- ③ Regularly respond to changes in communication security situations both internally and externally, and review the effectiveness of risk management measures and information security incident response procedures.
- ④ Implement smart data protection and data backup/restore operations to avoid improper use, tampering, or damage to information assets due to human negligence, deliberate actions, or natural disasters, which may affect business operations and cause damage to the Company's rights and competitiveness.
- When conducting education and training, colleagues should actively participate in the training to enhance their information security awareness and personal information security protection capabilities.
- (3) Scope of information security:
- ① Personnel management and information security education and training.
- ② Computer system security management.
- ③ Network security management.
- ④ System access control.
- System development and maintenance security management.
- Information asset security management.
- Physical and environmental safety management.
- Information system sustainable operation plan management.
Information security audit.
- (4) Principles and standards of information security:
- ① Regularly conduct information security education, training, and promotion, including information security policies, information security laws and regulations, information security operating procedures, and how to use information technology facilities correctly, to promote employees' understanding of the importance of information security and various potential security risks, in order to enhance employees' information security awareness and comply with information security regulations.
- ② To prevent information systems and files from being infected by computer viruses, detection and prevention measures should be taken for computer viruses. For intrusion and malicious attacks, an active intrusion detection system should be established to ensure the security of computer
data.
- ③ To prevent the Company from encountering major natural disasters or man-made events that may cause disruptions to important information assets and critical business or communication systems, a policy for the sustainable operation of information systems should be established.
- (5) Relevant regulations that employees should comply with:
- ① After receiving the account application form, the information unit establishes a "user account."
- ② Computer data and equipment shall not be arbitrarily damaged, taken out, lent out, or improperly modified to maintain the integrity of the data.
- ③ Prohibit the use of Copyright free software.
- ④ After entering the host, if the operation is completed or the machine is not used for a long time, it is necessary to exit the machine to prevent confidential information from being leaked, damaged by others, or causing a crash.
- When resigning or transitioning from new to old positions, the information unit shall measure the relevance of the data and make appropriate arrangements.
- When computer equipment cannot operate normally, users should immediately notify the information unit for inspection or repair.
-
- Information security control measures:
-
(1) Host system security:
- ① To ensure the safety of the host operating platform and database, and to standardize operating procedures, the host's condition should be checked periodically and outsourced for regular maintenance, and important hosts should have backup or backup mechanisms.
- ② Regularly check if there are unknown programs running on the computer, and do not open uncertain and unnecessary services such as .zip, .exe, .scr, and .vbs, to avoid being infected with Trojan programs.
- ③ Regularly review and update system security patches, antivirus software, and antivirus codes to keep them updated to the latest state. Do not close the system's automatic update program to maintain normal system operation.
- ④ When the personal computer is not in use, security measures such as password protection, locking, or logging out are required.
- It is prohibited to use P2P interconnection, tunnel or other related tools, or any software or FTP software that may cause network congestion or occupy bandwidth for personal use.
-
(2) Network security and computer virus prevention:
- ① To ensure the security of online services and usage, education and training will be provided to new employees, and relevant online security propaganda will be released from time to time.
- ② All computers must be installed with officially copyrighted antivirus software purchased by the Company, for computer prevention and regular detection to prevent the intrusion of malicious software such as computer viruses.
- (3) Safety management of daily operations:
- ① Data backup:
- A. Regularly backup important data to prevent accidents or storage media failure.
- B. In addition to storing backup data in the main work area, there should also be a backup mechanism in place to prevent accidents in the main work area.
- C. Conduct annual backup data restoration and recovery operations to ensure the availability of backup data.
- ② Password setting principles:
- A. Computer devices should have account and password settings and be checked regularly. It is recommended to update the password every 3 months.
- B. The recommended password length for the core system setting principle is at least 8 characters and includes special symbols such as text and numbers.
- ③ Environmental safety management and control:
To ensure the safety of relevant facilities, personnel not designated by the unit are not allowed to enter the computer room or use relevant information equipment without authorization.
- (4) Network security planning and management:
- ① Network security planning:
- A. A security control mechanism for computer network systems should be established to ensure the security of network transmission data, protect network connection operations, and prevent unauthorized system access.
- B. For cross organizational and regional computer network systems, network security management should be particularly strengthened.
-
② Firewall security management:
- A. The interface connected with the external network shall be equipped with a firewall to control data transmission and resource access.
-
B. The firewall should be managed by the network administrator and remote login is prohibited to avoid data theft during login.
- ③ Server information security management:
- A. Set a firewall to control the data transmission and resource access between the external and internal networks, and close unused communication ports to avoid virus infection and hacker attacks.
- B. Server hosts that open external connections should avoid direct external access to information systems or databases for accessing data.
- C. The security of server host management should be determined by various security control technologies such as encrypted channels (VPNs) depending on the required usage.
- D. The operational systems and websites developed by various units (including outsourced development) will also undergo necessary system and website vulnerability scanning on a regular basis.
- E. Important system configuration files, web data, server files, databases, and sensitive file data should have a backup cycle set, and system scheduling or manual backups should be performed according to the cycle.
- (5) Information system security management
- ① The Company hosts servers, installs antivirus software uniformly, and automatically updates virus codes, and regularly checks the update status. Promptly dispatches patches for system security vulnerabilities to ensure complete security repair operations.
- ② Personal computers and laptops are uniformly installed with antivirus software, and virus codes are automatically updated, and the update status is regularly checked. Promptly dispatches patches for system security vulnerabilities to ensure complete security repair operations.
- ③ The email system is equipped with spam filtering function, malicious email detection function, and overall email information security improvement.
- ④ The application system and database are backed up daily, in accordance with the principle of 3/2/1 data backup. 3 copies are backed up, 2 types of media are stored, and 1 copy is stored in a different location. Regular system data restoration exercises are carried out every year, and daily backup results are monitored to ensure data storage security.
- Each department shall remove the authority of managers, use legitimate software authorized by the Company, and comply with relevant laws and regulations. Software that is not legally authorized or unrelated to business cannot be installed and used to ensure the compliance of the Company's
software authorization and reduce the risk of using illegal software to infect viruses and backdoor programs.
- When outsourcing information system business, potential security risks should be carefully evaluated in advance and appropriate information security confidentiality agreements should be signed with manufacturers.
- (6) Network security management.
- ① The Company's external service application system is isolated from the external Internet by a firewall, and access ports are restricted to block malicious connections, and abnormal connection reports are regularly reviewed.
- ② The Company deploys a seven layer firewall on the external network to filter all incoming and outgoing packet traffic, block traffic violating network security, and regularly check the exception report for analysis and processing.
- ③ Control employees' personal computer devices, detect and block non-company legitimate computer devices, to prevent private devices from accessing the Company's network and stealing company confidential information.
- ④ Build an internal firewall to achieve the defense goal in depth, protect important information of all departments of the Company, avoid malicious attacks from external hackers, and conduct application access control.
- The act of managing a company's laptop for external data sharing, in order to prevent employees from carrying out laptops and disclosing important confidential information of the Company.
- (7) System access control
- ① When employees join, adjust their positions, or resign, they need to apply to the system and notify the information center to add, adjust, or delete their user permissions to ensure system access security.
- ② The Company deploys a seven layer firewall on the external network to filter all incoming and outgoing packet traffic. For violations of the information system, an account password must be set. The user's password should comply with the security principle, and the password should comply with the length and complexity principle. Users are required to change the system password regularly.
-
③ According to the work needs of personnel, the internal related application systems require users to log in to the system and submit an information system account application form, which is then reviewed by the relevant supervisor. Finally, the information center sets the system permissions.
-
④ For the establishment and maintenance of the manufacturer's system, the range of system permissions that they can access is limited, and it is strictly prohibited to issue long-term system accounts and passwords. Based on actual homework needs, short-term or temporary system accounts and passwords need to be issued for manufacturers to use. They need to apply in advance and immediately revoke their usage permissions after use.
- When accessing internal data outside the Company, a dual factor authentication mechanism is introduced to ensure the security of the connection.
- (8) Personnel safety education and training:
- ① Information security education and training are required for new employees to understand the importance of information security and various potential security risks, and to comply with the Company's relevant information security regulations.
- ② Regularly conduct information security education and eLearning teaching for employees to enhance their awareness of the importance of information security and prevent potential information security incidents.
-
- 2024Annual Execution Status::
- (1) Two outsourced vulnerability scanning operations were scheduled in May and November 2024 to address high-risk items identified in the detection results. Through the implementation of enhanced measures, the quality of cybersecurity protection was continuously improved.
- (2) Social engineering drills conducted once in the first and second half of 2024, simulate hacker's phishing emails, test employees' awareness of information security risks, and supplement them with information security promotion and education training to enhance colleagues' awareness and alertness to information security. Avoid being jeopardized by social engineering to cause information security incidents.
- (3) Information security courses have been included in the education and training of the Company's employees, and e-Learning courses have been established. In addition, information security education and propaganda have been carried out irregularly to strengthen employees' awareness of information security, respect the concept of intellectual property rights, and protect personal and company information.
- (4) In 2024, both the security supervisor and security personnel are dispatched to participate in information security education and training.
- (5) Joined the Cyber Security Alliance and the Taiwan Computer Emergency
Response Team / Coordination Center (TWCERT/CC) for collaborative cyber defense.
- (6) Sent non-routine email notifications regarding virus and hackers to improve employees' awareness and alertness of cybersecurity.
- (7) Introduced new backup management system in last year to create comprehensive protection for the Company's information system under the 3-2-1 backup rule.
- (8) In June 2024, the company implemented the XVR endpoint protection system to monitor network activities on the internal Core Switch and DMZ Switch. By deploying agents and sensors within the internal network, the system monitors network activity to detect any abnormal connections or traces of malicious behavior, enabling relevant personnel to inspect and identify issues at an early stage.
- (II) List the losses, possible impacts and countermeasures suffered from major information security incidents as of the most recent year and the date of publication of the annual report. For the incidents that cannot be reasonably estimated, describe the facts.
The Company has not suffered from losses effects caused by major cybersecurity incidents in 2024 and as of the date of publication of the annual report.
VII. Important Contracts
Please expressly enumerate the supply/sales contracts, technical cooperation contracts, project contracts, long-term loan contracts and other major contracts likely to affect shareholders' equity remaining valid as of the publication date of the annual report, the contract parties, key contents, restrictive terms and starting & ending dates of the contracts.
| Company name |
Attributes of the contracts |
Contract parties | Starting & ending dates of the contract |
Key contents | Restric tive terms |
|---|---|---|---|---|---|
| Gig Co rpo ast |
Agreement on real property transaction |
Chan Chen-Te & Lin Tse-Hsiung | 2021/02/19-2024/02/19 | Agreement on real property transaction (Hsinpu Case) (Lot Nos. 262 and the like of Lot No. 591 Wenshuikeng Section, Hsinpu) |
None |
| rat ora ion ge |
Industry/academy cooperation |
Ming Chi University of Technology | 2014/03/25~2024/03/25 | Protective coating process technology development and function testing in a small alliance project |
Confide ntiality clauses |
| Company name |
Attributes of the Contract parties contracts |
Starting & ending dates of the contract |
Key contents | Restric tive terms |
|
|---|---|---|---|---|---|
| Credit lines | The Shanghai Commercial and Savings Bank Co., Ltd. |
2019/07/22~2024/07/23 | Loan credit line agreement (NT\$170 million) |
None | |
| Agreement of shareholders |
Hong De Energy Technology Company & Natural Person (Individual) B |
2019/08/22~2024/08/22 | Incorporation of Ri Yun Energy Company in a joint venture |
None | |
| Agreement on cooperation |
Hong De Energy Technology Company & Bai Qing Construction Company & Ji Yun Green Energy Company |
2020/03/24~2025/03/24 | Ji Yun Green Energy Company's Agreement on Cooperation on Fishery & Power Intergrowth at Xiashanziliao, Qigu, Tainan |
None | |
| Credit lines | Land Bank of Taiwan Co., Ltd. | 2020/06/22~2025/07/07 Loan credit line agreement (NT\$250 million) |
None | ||
| Credit lines | The Shanghai Commercial and Savings Bank Co., Ltd. |
2021/04/22-2026/04/30 Credit line loan agreement (NT\$700 million) |
None | ||
| Credit lines SinoPac Bank Co., Ltd. |
2024/12/19-2025/12/18 Credit line loan agreement (NT\$707.2 million) |
None | |||
| Engineering Taiwan Glass Ind. Corp. contract |
2021/08/01-2027/12/31 Taiwan Glass Ind. Corp.Taichung Factory |
None | |||
| Engineering Taiwan Glass Ind. Corp. contract |
2021/08/16-2027/12/31 Taiwan Glass Ind. Corp. Taoyuan Factory |
None | |||
| Engineering contract |
Taiwan Glass Ind. Corp. | 2021/08/16-2027/12/31 Taiwan Glass Ind. Corp. Lukang Factory |
None | ||
| Engineering contract |
Taiwan Glass Ind. Corp. | 2021/08/16-2027/12/31 Taiwan Glass Ind. Corp. Lukang Factory |
None | ||
| Engineering contract |
Taiwan Glass Ind. Corp. | 2021/08/16-2027/12/31 Taiwan Glass Ind. Corp. Hsinchu Factory |
None | ||
| Industry/academy Ming Chi University of Technology cooperation |
2015/09/01~2035/08/31 | Agreement on protective coating process technology development and function testing small alliance project |
Confide ntiality clauses |
||
| Credit lines The Shanghai Commercial and Savings Bank Co., Ltd. |
Effective date : 2022/05/17 |
Mid-term loan credit line agreement (NT\$700 million) |
None | ||
| Gig a S Co ola |
Non-exclusive patent licensing agreement |
E. I. du Pont de Nemours and Company |
2017/11/15~ | Acquirement of solar conductive paste related non-exclusive patent licensing agreement |
Confide ntiality |
| rpo r M rat ion |
Comprehensive | loan agreement Taiwan Cooperative Bank Co., Ltd. | 2019/03/07-2024/03/07 | Loan credit line agreement (NT\$500 million) |
None |
| ate ria ls |
Insurance agreement |
Chung Kuo Insurance Company, Limited |
2022/01/05-2023/01/05 | Liability insurance policy for directors and supervisors and managerial officers |
None |
Five. Review and Analysis of Financial Conditions, Financial Performance, and Risk Management
I. Financial Conditions Analysis
(I) Table of comparative analysis into financial status
Expressed in Thousand NT Dollars
| Year | Difference | |||
|---|---|---|---|---|
| Items | December 31, 2023 December 31, 2024 | Amount | % | |
| Current assets | 5,480,985 | 6,847,749 | 1,366,764 | 24.94 |
| Property, plant and equipment | 5,753,329 | 5,578,306 | (175,023) | (3.04) |
| Intangible assets | 383,303 | 328,653 | (54,650) | (14.26) |
| Other assets | 3,290,825 | 3,203,602 | (87,223) | (2.65) |
| Total assets | 14,908,442 | 15,958,310 | 1,049,868 | 7.04 |
| Current liabilities | 2,818,858 | 2,556,986 | (261,872) | (9.29) |
| Non-current liabilities | 3,140,991 | 4,908,499 | 1,767,508 | 56.27 |
| Total liabilities | 5,959,849 | 7,465,485 | 1,505,636 | 25.26 |
| Capital stock | 3,509,057 | 3,509,057 | - | - |
| Capital surplus | 1,500,005 | 1,699,864 | 199,859 | 13.32 |
| Retained earnings | (858,829) | (1,188,487) | (329,658) | (38.38) |
| Other equity | (226,840) | (166,303) | 60,537 | 26.69 |
| Non-controlling interests | 5,025,200 | 4,638,694 | (386,506) | (7.69) |
| Total shareholder equity | 8,948,593 | 8,492,825 | (455,768) | (5.09) |
In case of a change over 20% between the preceding and the current term with the amount in the change in excess of NT\$30 million, the major reason behind, analysis into the impact:
- (1) Current assets : Mainly due to the increase in notes and accounts receivables related to solar past at the end of year.
- (2) Non-current liabilities: Mainly due to the issuance of corporate bonds by subsidiaries in this period .
- (3) Retained earnings: Mainly due to the increase in the Company's net loss for this period.
- (4) Other equity interests: Mainly due to an increase in unrealized losses in financial assets at fair value through other comprehensive income.
Note: The financial status of Year 2023 and Year 2024 were provided by means of consolidated financial statements. At the date of issuance of this consolidated financial report, the required market evaluation and other calculations have been completed, and the Consolidated Company has adjusted the original accounting treatment and provisional sum since the acquisition date, and restated the comparative information.
(II) In case of a significant impact, should explain the countermeasure plans in the future: The aforementioned financial and business status did not pose any significant impact at all.
II. Financial Performance Analysis
| Expressed in Thousand NT Dollars | ||||
|---|---|---|---|---|
| Year Account titles |
2023 | 2024 | Amount in increase (decrease) |
Ratio of change % |
| Operating revenues | 3,940,087 | 6,912,033 | 2,971,946 | 75.43 |
| Operating costs | 3,946,414 | 6,527,277 | 2,580,863 | 65.40 |
| Operating gross profit | (6,327) | 384,756 | 391,083 | 6,181.18 |
| Operating expenses | 979,027 | 1,096,414 | 117,387 | 11.99 |
| Net operating loss | (995,910) | (726,295) | 269,615 | 27.07 |
| Non-operating income and expenses | (200,504) | (161,554) | 38,950 | 19.43 |
| Net income (loss) before tax | (1,196,414) | (887,849) | 308,565 | 25.79 |
| Income tax expense | (37,857) | (47,483) | (9,626) | (25.43) |
| Net income (loss) | (1,234,271) | (935,332) | 298,939 | 24.22 |
| Other comprehensive income | (156,478) | 19,578 | 176,056 | 112.51 |
| Total comprehensive income | (1,390,749) | (915,754) | 474,995 | 34.15 |
(I) Table of comparative analyses on the result of business operation
In case of a change over 20% between the preceding and the current term with the amount in the change in excess of NT\$30 million, the major reason behind, analysis into the impact:
(1) Increase in operating revenue、operating cost and operating profit: Mainly due to increase in solar paste revenue in current year.
- (2) Decrease in net operating loss: Mainly due to increase in operating revenue and operating gross profit.
- (3) Decrease in net loss before tax and net loss: Mainly due to increase in operating revenue and operating gross profit.
(4) Increase in other comprehensive income:Mainly due to increase in gain form foreign exchange difference on translation of financial statements of foreign operation entities.
(5) Increase in total comprehensive income:Mainly due to decrease in net loss in current year.
Note: The financial performance for Year 2023 and Year 2024 was filled with the data in the consolidated finance.
(II) The potential impact from the anticipated sales volume and the grounds thereof upon the Company's future financial performance and the countermeasures plans:
The Company will continue to actively invest in domestic power plant
construction services and solar conductive ribbon sales in 2025. The government of Taipei has announced its Net Zero by 2050 Roadmap, in which the proportion of renewable energy will be greatly increased to 60% or 70%. In order to reach this goal, the originally planned photovoltaic installations will reach 20GW in 2025, and with an annual increase of 2GW before 2030, the capacity will increase to 30GW in 2030, making the cumulative capacity of wind and photovoltaic installations reach 40GW. Taiwan aims to raise renewable energy used to 20% of all energy sources, which will intensify the impact on power grid feeder lines, frequency regulation, and dispatching and accentuating the importance of energy storage systems. The Company has cultivated the field of solar power plants for years. It is estimated that the proportion of power plant engineering services to revenue will continue to climb while stepping into the energy storage system field and the electricity sales market to make the Company's overall operations more stable. In addition, subsidiary, Giga Solar Materials, will continue to focus on large-size solar wafers with thinner lines in respect of conductive paste in the coming year. In addition, it is developing high-efficiency front side silver paste. In addition to the existing P-type conductive paste products, it is developing N-type conductive paste and actively expanding the client base by working with top-level large manufacturers to maintain its market competitiveness. It is estimated that it can occupy a certain market share and serve as the main source of the Company's consolidated revenue and profit. We estimate that we can achieve our sales target.
III. Cash Flow Analysis
(I) Liquidity analysis for the most recent year
| Expressed in Thousand NT Dollars | ||||||
|---|---|---|---|---|---|---|
| Beginning | Annual cash | Annual cash flow resulting |
Amounts in | Countermeasures toward inadequate cash |
||
| cash balance |
flow from the operating activities |
from investment and financing activities |
cash surplus (shortfall) ++ |
Investment plans |
Wealth management plan |
|
| 2,320,944 | (2,180,036) | 1,809,723 | 1,950,631 | - | - |
-
Operating activities: The increase in operating activities cash outfows is mainly due to increase in notes and accounts receivables in the year end.
-
- Investment activities: The increase in investment activities cash outflows is mainly due to increase in acquisition of building and machineries. 。
-
- Financing activities: The increase in financing activities cash outflows is mainly
due to increase in long-term bank loans and issuing convertible bonds. (II) Improvement plan for liquidity shortfall: Not applicable.
| Beginning cash |
Net cash flow from operating activities |
Annual cash flow anticipated for investment and |
Anticipated surplus (shortage) in |
Remedial measures against anticipated surplus (shortage) in cash |
||
|---|---|---|---|---|---|---|
| balance | anticipated in entire year. |
financing activities |
cash balance ++ |
Investment plans |
Wealth management plan |
|
| 1,950,631 | (424,450) | 595,018 | 2,121,199 | - | - | |
| 1. | Analyses into changes in cash flows: |
(III) Analysis into liquidity in the cash flow within one upcoming year.
(1) Operating activities: Mainly due to an estimated operating profit, resulting in a net cash inflow from operating activities.
(2) Investing activities: It is expected that the increase in expenditure on purchasing production equipment will result in net cash flow used for investing activities.
(3) Financing activities: It is expected that the repaymenet of banks loans but due to the planned share release by the group's subsidiary, cash inflow is expected from the resulting cash injection.
- Remedial measures toward anticipated cash shortfall and analyses into the liquidity: Nil
IV. The Impact of Major Capital Expenditures in Recent Years on Financial Operations: Nil.
V. Recent Reinvestment Policy, Major Reasons for Profits or Losses, Improvement Plan and Investment Plan for the Following Year :
(I) The reinvestment policies
On the grounds of the Company's long-term operating goals and strategies, the Group's investment policy for the most recent year is primarily focused on investment in photovoltaic materials, domestic solar power plants, energy storage system, electric vehicles, and energy materials. The Company is vigorously developing optoelectronic materials. Dominating the characteristics that call for excessively high capital expenditures and in line with market trends and the Company's core technology in the material field, the Company tries to create a higher rate of return. Currently, the reinvestment company Giga Solar Materials Corporation is upstream materials in the solar energy industry chains. Hua Hsu Silicon Materials Co., Ltd. has expanded into the semiconductor industry and is steadily growing its customer base in Taiwan to mitigate the impact of price competition from the Chinese market. Giga Solar Materials Corporation the electric vehicles and carbon-silicon anodes used in energy storage developed by Giga Solar Materials Corporation began to vigorously deliver samples. The Company is believed the yield benefit from the layout of energy materials. In the days and years ahead it will gradually grow stronger and contribute to the Group's new sources of profit.
(II) Major reasons behind profit or loss and the remedial plans
The Company's subsidiary, Ho Mi Specialty Materials Corporation, witnessed a slight increase in its profit in 2024, primarily due to the continuous product refinement and optimization, which, in turn, raised the prices and increased profit efficiency. Looking ahead to 2025, Ho Mi Specialty Materials will actively expand the relevant customer base of homogeneous products and extend new products to focus on the customization of products and services.
The Company's subsidiary, RIFA Green Energy Co., Ltd., made its operating profit in 2024 because it held the rental income from the fishery and power generation project land in Chigu District, Tainan.
The Company's subsidiary Giga Solar Materials has a net loss after tax of NT\$515,360 thousand as in 2024, and the overall shipment and profits of the main product, front-side silver paste, of Giga Solar Materials in 2024 increased from the preceding year but gross profit decreased. Due to the high conversion efficiency and good price-performance ratio of front-side silver products and front-side silver paste accounting for a high percentage of the production cost of cells, which has the greatest impact on cell efficiency, customers still prefer efficiency.
During Year 2024, Whole Sun Green Power Co., Ltd., an investee of Giga Solar Materials Corporation, generated power stably due to power stations under its domination. The operating profit so gained were used to support the operation needs of Giga Solar Materials Corporation. In the future, it would continually face up to the power station operation with a more prudential and conservative policy. Hold high-efficiency power plants to obtain stable income.
Hua Hsu Silicon Materials Co., Ltd., an investee of Giga Solar Materials Corporation, has been affected by China's energy policy and the China–US trade war over the past two years, so its diamond line and semiconductor business have not grown as expected; however, it has continued to invest in research and development, increase product lines, and improve product quality, while controlling costs and reducing expenditure, increasing sources of revenue, and increasing gross profit. As a result, its loss after tax continued to decrease in 2024.
(III) Plans to invest in the one year ahead
The Group is still primarily engaged in the fields of photovoltaic materials, domestic solar power plants, energy storage system and energy materials. Other than its effort to expand the effectiveness of the current reinvestment, it also strives for emerging industries with high growth prospects by exploring new market trends, and continues to develop solar terminal systems and power plant investments. In turn, they would grasp the downstream demand, expand the Company's overall profitability; continue to deploy energy materials, e.g. energy storage battery cathode materials and carbon silicon anode in order to expand the Company's room for overall profitability and in turn, to maximize the Company's benefit.
- VI. Risk Analysis and Assessment: The Company Should Analyze and Evaluate the Following Issues in the Latest Fiscal Year and as of the Publication Date of the Annual Report
- (I) The impacts of the changes in interest rates, exchange rates, inflation upon the Company's profit and/or loss and the future countermeasures:
| Expressed in Thousand NT Dollars | |||
|---|---|---|---|
| Year Items |
2023 | 2024 | |
| Interest expense | 67,977 | 123,895 | |
| Net income(loss) before tax | (1,196,414) | (887,849) | |
| The percentage of interest expense to the net income(loss) before tax (%) |
5.68 | 13.95 |
- The impacts of the changes in interest rates
Sources: The combined financial statement duly audited by the certified public accountants.
In Year 2024 & 2023, the combined interest expense of the loans borrowed from the banks came to NT\$123,895 thousand and NT\$67,977 thousand respectively. The increase in interest expense is mainly due to subsidiary issued convertible bond and increae in long-term bank loans. Both the Company and its subsidiaries have maintained very sound and close ties with correspondent banks. In the future, they shall continually be watchful of the changes in the interest rates and the trend of the global economic development and will vigorously try to negotiate with the correspondent banks to lower interest rates to adopt countermeasures as appropriate in real time to avoid risks linked up with rising interest rates. Accordingly, the changes in interest rates would pose an insignificant impact upon the Company and its subsidiaries in terms operating revenues and profitability.
- The impacts of the changes in exchange rates
Expressed in Thousand NT Dollars
| Items | Year 2023 |
2024 |
|---|---|---|
| Income (loss) in foreign exchanges | (18,665) | 169,226 |
| Net income (loss) before tax | (1,196,414) | (887,849) |
| The percentage of income (loss) in foreign | ||
|---|---|---|
| exchanges to the net income before tax (%) | 1.56 | 19.06 |
Sources: The combined financial statement duly audited by the certified public accountants.
The exchange gains (losses) of the Company and its subsidiaries in 2023 and 2024 were NT\$(18,665)thousands and NT\$169,226 thousands, respectively. In 2023, the exchange loss accounted for only 1.56% of the pre-tax net loss. In 2024, the exchange gain accounted for 19.06% of the pre-tax net loss, driven by the appreciation of the US dollar. Overall, exchange rate fluctuations have a certain impact on the profit and loss of the Company and its subsidiaries.
The sales and purchases of the subsidiary Giga Solar Materials are mostly denominated in US dollars, and because it takes a long time to collect payments from its subsidiaries, it presents a net foreign currency asset position in US dollars, and exchange rate changes have a certain degree of impact on the Company's profits. Giga Solar Materials Corporation adopted the relevant countermeasures as enumerated below:
- (1) Its Department of Finance closely watches the political and economic update in the international community and maintain very close ties with the financial institutions to collect exchange rate related updates in real time so as to firmly dominate the trend in changes in exchange rates and future pulsation.
- (2) The financial staff, closely based on the future exchange rate trend, tries to maintain sound foreign exchange position and buy and sell foreign currencies in due time at their discretion so as to minimize the impact from changes in exchange rates upon the company's profitability.
- (3) They duly offset the items of assets in U.S. dollars and liabilities in U.S. dollars among themselves to assure sound hedging effect for the assets among changes in exchange rates.
Giga Solar Materials Corporation has adopted such natural hedging method and bill discounting to collect accounts receivable as early as possible to minimize position exposing to risks and, in turn, to minimize the impact from fluctuation in U.S. dollars upon the Group's net profit.
- Impact from inflation
The Company and its subsidiaries primarily engage in manufacture of photoelectric materials and products where the prices of their raw materials & materiel are subject to little impact of inflation. Besides, the Company, as well, closely watches the fluctuation of prices of their raw materials & materiel to launch procurement in real time. That would significantly minimize the impact of inflation upon the Company's profitability.
(II) Business undertakings into highly risky, high leverage, loaning funds to others, endorsements/guarantees and derivative financial instruments related transactions, major reasons behind profit or loss and the future countermeasures:
The Company and its subsidiaries do not engage in business undertakings into highly risky, high leverage. To assure maximum possible utilization of resources, the Company did loan funds to its subsidiaries and render endorsements/guarantees to subsidiaries. All such undertakings have been conducted exactly in accordance with the Handling Procedures for Loaning of Funds and Making of Endorsements/Guarantees. In terms of transaction in derivative financial instruments, the Company aims at the purpose of evading foreign exchange related risks and engages in such transaction exactly in accordance with the Procedures for the Acquisition or Disposal of Assets and derivative financial instruments related rules. Moreover, on a regular basis, the Company reports to its Board of Directors about the performance and the profit and/or loss. The aforementioned information concerned has been promulgated into the Market Observation Post System (MOPS) readily accessible to investors.
(III) The future research & development plans and the expenses anticipated to be
invested into research & development:
The future R&D plans of the Company and its subsidiaries are described as follows:
Energy materials
-
- Development of high-efficiency solar cell paste: Electronic paste is mainly used for the improvement of the efficiency of solar conductive paste to improve the conversion efficiency of solar cells, especially the development of slurry for N-type TopCon cells.
-
- The solar conductive ribbon development projects include M10 Topcon and 0BB-Topcon .
-
- The energy storage materials are lithium battery anode and silicon-oxygen materials, which can improve the energy density of lithium batteries, reduce the unit of specific energy, and achieve the important goal of lightweight batteries.
-
- Development of electrodes for automotive lithium battery materials.
Biomedical and electronic materials:
-
Low temperature curing materials. Photoelectric and power semiconductor solid crystal heat dissipation applications, continuous blood glucose monitoring applications, solar cell applications, high-reliability automotive electronics and vapor chamber bonding materials.
-
- Manufacture and process development for 12-inch test-grade semiconductor silicon wafers.
-
- Development and design of micro-scale heat dissipation key components.
-
- Diamond thin film deposition technology with hot filament chemical vapor/microwave plasma chemical vapor methods.
It is estimated that the Company and its subsidiaries will invest a total of about NT\$246,000 thousand in research and development in 2025. The main research and development project expenses are for the positive and negative electrode battery materials project of the subsidiary Giga Solar Materials Corporation. and the expansion of new semiconductor processes by the subsidiary, Hua Hsu Silicon Materials Co., Ltd.
With the expansion of business scale in the future, the annual R&D expenses will be gradually increased to enhance competitive edge toward the target products and stabilize the Company and its market position and for its subsidiaries.
(IV) The potential impact brought by changes in major policies at home and abroad and changes in laws upon the Company's properties and business operation and the countermeasures thereof:
Both the Company and its subsidiaries are closely watchful of the development trends of solar energy and changes in laws in all countries throughout the world to firmly dominate the changes in the market ambiance. Through such efforts, they try to minimize the potential impact brought by changes in major policies at home and abroad and changes in laws upon the Company and its subsidiaries in terms of properties and business operation.
(V) Effect on the company's financial operations of developments in science and technology (including cybersecurity risk) as well as industrial change, and measures to be taken in response:
The novel coronavirus pandemic has rewritten the global affairs and technology trends. With the consensus in international affairs, post-pandemic social norms and environmental protection, and policy support, electric autonomous vehicles, cloud services and green energy power generation will become the trend of future industrial development. The Company and its subsidiaries have kept track of industry changes and market trends and the development and changes relevant technologies.
In order to promote cybersecurity-related policies, implement related incident reporting and contingency measures, the Company and its subsidiaries regularly assess cybersecurity risks, implement relevant education and training, and formulate audits for the implementation of cybersecurity maintenance plans to rigorously put risk management of cybersecurity into practice.
The Company and its subsidiaries have not yet experienced major impacts on the financial condition due to technology or industry changes as of the most recent years and the date of the publication of annual report.
(VI) The potential impact brought by changes in the corporate image upon the Company in risk management and the countermeasures thereof:
Since the Company and its subsidiaries came into being into business operation, they have vigorously tried to strengthen the business management for the Company and its subsidiaries and have faithfully complied with the laws and ordinances concerned so as to continually uphold decent corporate image. In the latest fiscal year and as of the publication date of the annual report, there has not been any significant change in corporate image that would become a crisis to the enterprise.
- (VII) The benefit anticipated from corporate merger/acquisition (M&A), the potential risk and the countermeasures: Nil .
- (VIII) Benefit anticipated to be yielded from factory expansion, the potential risk and countermeasures: Nil
- (IX) The potential risk to be cast by centralized procurement or sales and the countermeasures:
Both the Company and all its subsidiaries have maintained very friendly and close ties with its suppliers. Toward the major raw materials to be procured, they maintain at least two or more supply sources.
However, in the past two fiscal years, some suppliers accounted for more than 20% of total purchases, indicating a potential concentration risk.
In response, the Company has adopted a contract manufacturing model and implemented a silver ingot leasing mechanism to reduce turnover time and inventory holding periods. This also helps to mitigate purchase concentration risks. In addition, the Company confirms or updates actual monthly demand forecasts with suppliers on a regular basis.
In terms of sales performance, the customer bases of the Company and its subsidiaries have been virtually scattered. However in 2024 there is one customer accounted for more than 20% of total net sales, indicating a potential concentration risk. The Company and its subsidiaries will actively develop new customers and monitor market conditions and credit risks.
(X) The potential impact and risks to be incurred by directors and supervisors and top 10 shareholders who would massively transfer and replace equity and the countermeasures:
In the latest fiscal year and as of the publication date of the annual report, the Company's directors and supervisors and top 10 shareholders have not massively transferred and replaced equity.
(XI) The impact and risks from changes in the managerial powers upon the Company and the Company's countermeasures:
In the latest fiscal year and as of the publication date of the annual report, the Company proves free of any chances in managerial power.
(XII) In terms of litigious & non-litigious issues, should expressly enumerate the significant litigation, non-litigation events implicated by the Company, the Company's directors and supervisors, general managers, substantial responsible persons, key shareholders holding more than 10% and the affiliated companies which have been judged with final decisions or those outstanding litigious & non-litigious events and administrative cases the outcome of which might impose a significant impact upon the shareholder equity or securities prices. The Company should disclose the facts, target amounts, starting date, major contents in dispute, key litigation people involved and the settlement as of the publication date of the annual report: Nil.
(XIII) Other significant risks and countermeasures: Nil.
VII. Other Important Matters : Nil .
Six.Special Disclosures

(II) Basic information on affiliates and the industries they covered
| Company Name | Date of Incorporation |
Address | Paid-in Capital | Principal Business |
|---|---|---|---|---|
| Giga Solar Materials Corporation |
2003.07 | No. 122-18, Zhonghua Rd., Hukou Township, Hsinchu County, Taiwan |
918,834 | Precision chemical materials, industrial plastic products |
| GLOBAL ACETECH CO.,LTD (Note 2) |
2006.06 | 178/52 Moo 2, Tombol Thatoom, Amphur Srimaphaphot, Prachinburi 25140 , Thailand |
- Solar energy business | |
| Ho Mi Specialty Materials Corporation |
2012.02 | No. 3, Gongye 1st Road, Hsinchu Industrial Park, Hukou Township, Hsinchu County |
103,740 Precision chemical materials |
|
| Ri Fa Green Power Co., Ltd. |
2020.11 | No. 3, Gongye 1st Road, Hsinchu Industrial Park, Hukou Township, Hsinchu County |
156,945 Solar energy business | |
| Giga Energy Co., Ltd. | 2023.07 | No. 3, Gongye 1st Road, Hsinchu Industrial Park, Hukou Township, Hsinchu County |
4,000 Energy technology services |
|
| Gigastorage Power Co., Ltd. |
2024.07 | No. 3, Gongye 1st Road, Hsinchu Industrial Park, Hukou Township, Hsinchu County |
1,000 Energy technology services |
|
| Green Energy Electrode, Inc. |
2009.03 | 1F, No. 3, Gongye 1st Road, Hsinchu Industrial Park, Hukou Township, Hsinchu County |
427,732 | Manufacturing and trading of energy materials |
| Giga Solar Materials Corp.(Mauritius) |
2011.01 | Level 3.Alexander House,35 Cybercity,Ebene,Mauritius. |
USD28,600 | CNY45,437 General investment |
| Suzhou Giga Solar Materials Corp. (Note 4) |
2011.07 | Site 01-04, Room 1301, Floor 13, Tayun Plaza, No. 188, Tayun Road, Yuexi Residential District, Wuzhong Economic and Technological Development Zone, Suzhou (Group Registration) |
- Photovoltaic process debugging service |
|
| Whole Sun Green Power Co., Ltd. |
2012.01 | No. 18, Ziqiang Rd., Hukou Township, Hsinchu County , Taiwan (R.O.C.) |
1,316,169 Solar energy business | |
| Wisdom Field Limited (Samoa) |
2012.11 | Offshore Chambers, P.O. Box 217, Apia, Samoa |
USD 37,110 | General investment |
| EIWA Electric Power Co., Inc. |
2013.08 | Fukushima, Japan | ¥26,000 Solar energy business | |
| Merchant Energy Pte. Ltd | 2015.10 | 152 Beach Road #14-03 Gateway East Singapore (189721) |
USD32,300 General investment |
Unit: In NTD/Foreign Currency (Thousand) Date: December 31, 2024
| Sunshine Solar Power Generation Company |
2015.12 | 17th Floor, Lepanto Building, Paseo de Roxas, Makati City, |
PHP1,325,342 Solar energy business | |
|---|---|---|---|---|
| Inc. (Philippines) | Philippines | |||
| Wholesun Energy Philippines Inc. |
2024.08 | 2704 , East Tower, Tektite Towers, Exchange Road, San Antonio, City of Pasig, Second District, National Capital Region(NCR), 1600 |
PHP20,423 General investment | |
| Hua Hsu Silicon Materials Co., Ltd. |
2015.12 | No. 8, Gongyequ 10th Rd., Xitun Dist., Taichung City |
1,231,789 | Manufacturing of metal wire products, manufacturing of electronic components, trading and other related businesses |
| Yancheng Giga Solar Materials Corp. |
2016.01 | No. 108, Wutaishan Road, Yancheng Economic Development Zone, Jiangsu Province |
USD 28,600 CNY35,000 |
Photovoltaic process debugging service |
| Giga Diamond Materials Corporation (Seychelles) |
2016.01 | 1st Floor, #5 DEKK House, De Zippora Street, Providence Industrial Estate, Maché, Republic of Seychelles |
USD 21,200 General investment | |
| Yancheng Giga Diamond Materials Corp. |
2016.06 | No. 108, Wutaishan Road, Yancheng Economic Development Zone, Jiangsu Province |
USD 21,200 | Production, manufacturing and sales of wire materials |
| Green Energy Electrode,Inc(Samoa) |
2018.08 | Level2, Lotemau Centre Building, Vaea Street,Apia, Samoa |
USD 6,000 General investment | |
| Yancheng Green Energy Electrode Corp. |
2019.02 | No. 108, Building 5, Wutaishan Road, Yancheng Economic Development Zone, Jiangsu Province |
USD 6,000 | Lithium battery material manufacturing, research and development, and lithium-ion battery technology development and consulting services |
| Chongqing Shin Tsai New Material Technology Co., Ltd. (Note 3) |
2022.12 | Room 1-1, No.20, Qixin Avenue, Yanjia Street, Changshou District, Chongqing City |
- | Lithium battery material manufacturing, research and development, and lithium-ion battery technology development and consulting services |
Note 1: As Godo Kaisha Best Solar, Godo Kaisha Chiba 1, and Godo Kaisha Merchant Energy No.8 are investees by Giga Solar Materials Corporation under a Japanese TK-GK structure, Giga Solar Materials Corporation has no voting rights in said companies, so they are not included in the table above. However, according to the contracts signed with them, Giga Solar Materials Corporation has the economic beneficial interests in them, and these entities have to consult the Giga Solar Materials Corporation in advance for any major decisions to be made, so they are included in the Group.
Note 2: Global Acetech Co., Ltd. was approved for dissolution by the shareholders' meeting on April 24, 2024, and the liquidation was completed in August 2024, with an investment recovery of NT\$2,069 thousand.
Note 3: Chongqing Chip Materials Technology Co., Ltd. was resolved for dissolution on February 28, 2024, and the liquidation process was completed on April 17, 2024, with an investment recovery of USD 5,494 thousand.
Note 4: Suzhou Sino Solar Electronic Materials Co., Ltd. completed the liquidation process on December 10, 2024, and recovered an investment amount of USD 2,112 thousand.
(III) Information on directors, supervisors, and presidents of affiliates
| Unit: Share; %; Date: March 31, 2025 | |||||
|---|---|---|---|---|---|
| -------------------------------------- | -- | -- | -- | -- | -- |
| Company Name | Title | Name or Representative | Held | Number of Shares Percentage |
|---|---|---|---|---|
| Director/ Chairman Director Director |
Representative of Gigastorage Corporation: Chen, Chi-Ming Representative of Gigastorage Corporation: Chen, Chi-Hsing Representative of Gigastorage Corporation: Lin, Jiang-Ching |
34,295,909 | 37.33% | |
| Director | Representative of Chunru Investment: Su-Hui Chen |
330,340 | 0.36% | |
| Director | Representative of Sincere Holding Company: Hsu,Chin-Jung |
4,686,000 | 5.10% | |
| Giga Solar Materials Corporation | Director | Huang, Wen-Jui | 414,115 | 0.45% |
| Director | Representative of Hyield Venture Capital Co., Ltd. : Wu,I-Tso |
9,265,098 | 10.08% | |
| Independent Director Independent |
Lo, Shih-Wei Chang, Wen-Ming |
|||
| Director Independent |
Chiu, Hsin-Fu | 0 | 0.00% | |
| Director Independent Director |
Li, Hui-Lung | |||
| GLOBAL ACETECH CO.,LTD (Note 2) |
- | - | - | - |
| Ho Mi Specialty Materials Corporation |
Director/ Chairman Director Director |
Representative of Gigastorage Corporation: Tsai, Lii-Chuan Representative of Gigastorage Corporation: Chen, Chi-Ming Representative of Gigastorage Corporation: Chung, Kao-Yuan |
9,350,000 | 90.13% |
| Supervisor | Huang, Wen-Jui | 0 | 0.00% | |
| Director/ Chairman Director |
Representative of Gigastorage Corporation: Chen, Chi-Ming Representative of Gigastorage Corporation: Lin, Jiang-Ching |
9,416,714 60.00% 9,416,714 60.00% |
||
| Ri Fa Green Power Co., Ltd. | Director Supervisor |
Representative of HD Corporation: Hsieh,Yuan-Yi Chou,Shih-Chang |
6,277,810 0 |
40.00% 0% |
| Giga Energy Co., Ltd | Director/ Chairman Supervisor |
Representative of Gigastorage Corporation: Chen, Chi-Ming Representative of Gigastorage Corporation: Chung, Kao-Yuan |
400,000 | 100.00% |
| Giga Energy Co., Ltd | Director/ Chairman Supervisor |
Representative of Gigastorage Corporation: Chen, Chi-Ming Representative of Gigastorage Corporation: Chung, Kao-Yuan |
100,000 | 100.00% |
| Green Energy Electrode, Inc. | Director/ Chairman Director Director Supervisor |
Yang, Sheng-Ju Chen, Chi-Ming Huang, Chen-Sheng Representative of Giga Solar Materials Corporation: Huang, Wen-Jui |
630,692 260,000 240,000 22,588,759 |
1.47% 0.61% 0.56% 52.81% |
| Giga Solar Materials Corp.(Mauritius) |
Director | Representative of Gigasolar Materials Corporation: Chen, Chi-Ming |
25,900,000 | 100.00% |
| Suzhou Giga Solar Materials Corp. | - | - | - | - |
| (Note 4) |
| Company Name | Title | Name or Representative | Number of Shares | ||
|---|---|---|---|---|---|
| Held | Percentage | ||||
| Director Director |
Representative of Gigasolar Materials Corporation: Chen, Chi-Ming Representative of Gigasolar Materials Corporation: Huang, |
||||
| Whole Sun Green Power Co., Ltd. | Director Supervisor |
Wen-Jui Representative of Gigasolar Materials Corporation: Yen, Kuang-Fu Representative of Gigasolar |
131,616,924 | 100.00% | |
| Materials Corporation: Lin, Jiang-Ching Representative of Whole Sun Green |
|||||
| Wisdom Field Limited (Samoa) | Director | Power Co., Ltd.: Chen, Chi-Ming | 37,110,000 | 100.00% | |
| EIWA Electric Power Co., Inc. | Director Director |
Representative of Whole Sun Green Power Co., Ltd.: Chen, Chi-Ming Representative of Whole Sun Green Power Co., Ltd.: Huang, Wen-Jui |
- | 100.00% | |
| Wholesun Energy Philippines Inc. | Director Director |
Representative of Wisdom Field Limited: Huang, Wen-Jui Representative of Wisdom Field Limited: Chen, Chi-Ming |
20,422,500 | 100.00% | |
| Director/ Chairman |
Representative of Giga Solar Materials Corporation: Huang, |
41,500,972 | 33.69% | ||
| Director | Wen-Jui Representative of Giga Solar Materials Corporation: Yen, Kuang-Fu |
41,500,972 | 33.69% | ||
| Hua Hsu Silicon Materials Co., Ltd. | Director Independent Director |
Li,Jui-Chu Lin, Po-Wen |
0 0 |
0.00% 0.00% |
|
| Independent Director |
Kan, Chiung-Yao | 0 | 0.00% | ||
| Independent Director Independent |
Fan,Ching-Ming Huang,Chang-Te |
0 0 |
0.00% 0.00% |
||
| Director Director |
Representative of Wisdom FieldLimited | 87.00% | |||
| Merchant Energy Pte. Ltd. | Director Director Director Director Director |
Chen Chi Ming Tsai Lii Chyuan Huang Wen Jui Yen Meng Heng Low Shanyi Representative of Titan Solar Limited Hsieh Edward Yuan-I |
- | 13.00% | |
| Sunshine Solar Power Generation Company Inc. (Philippines) |
Director | Philip King Yap/ Clark LawtonYap/ Chase Leonard S. Yap/ Bluepanel Equties And Development Inc. Merchant Energy Pte. Ltd. |
- | 39.93% | |
| Director | Representative of Giga Solar Materials Corporation: Chen, Chi-Ming |
||||
| Director | Representative of Giga Solar Materials Corporation: Huang , Wen-Jui |
||||
| Yancheng Giga Solar Materials Corp. | Director | Representative of Giga Solar Materials Corporation: Liang, Hsing-Kuo |
- | 100.00% | |
| Supervisor | Representative of Giga Solar Materials Corporation: Chen, Yuan-Yu |
||||
| Giga Diamond Materials Corporation (Seychelles) |
Director | Representative of Hua Hsu Silicon Materials Co., Ltd.: Huang , Wen-Jui |
19,200,000 | 100.00% |
| Company Name | Title | Name or Representative | Number of Shares | ||
|---|---|---|---|---|---|
| Held | Percentage | ||||
| Yancheng Giga Diamond Materials | Director Director |
Representative of Giga Diamond Materials Corp.: Chen, Chi-Ming Representative of Giga Diamond Materials Corp.: Huang, Wen-Jui |
|||
| Corp. | Director Supervisor |
Representative of Giga Diamond Materials Corp.: Liu, Hsiang-Lin Representative of Giga Diamond Materials Corp.: Chen,Yuan-Yu |
- | 100.00% | |
| Green Energy Electrode,Inc(Samoa) | Director | Representative of Green Energy Electrode, Inc.: Yang, Sheng-Ju |
6,000 | 100.00% | |
| Yancheng Green Energy Electrode, Inc |
Director | Representative of Green Energy Electrode, Inc.: Yang, Sheng-Ju |
|||
| Director | Representative of Green Energy Electrode, Inc.: Huang, Chen-Sheng |
- | 100.00% | ||
| Director | Representative of Green Energy Electrode, Inc.: Yu,Shan-Kang |
||||
| Supervisor | Representative of Green Energy Electrode, Inc.: Huang, Wen-Jui |
||||
| Chongqing Shin Tsai New Material | |||||
| Technology Co., Ltd. (Note 3) | - | - | - | - |
Note 1: As Godo Kaisha Best Solar, Godo Kaisha Chiba 1, and Godo Kaisha Merchant Energy No.8 are investees by Giga Solar Materials Corporation under a Japanese TK-GK structure, Giga Solar Materials Corporation has no voting rights in said companies, so they are not included in the table above. However, according to the contracts signed with them, Giga Solar Materials Corporation has the economic beneficial interests in them, and these entities have to consult the Giga Solar Materials Corporation in advance for any major decisions to be made, so they are included in the Group.
Note 2: Global Acetech Co., Ltd. was approved for dissolution by the shareholders' meeting on April 24, 2024, and the liquidation was completed in August 2024, with an investment recovery of NT\$2,069 thousand.
Note 3: Chongqing Chip Materials Technology Co., Ltd. was resolved for dissolution on February 28, 2024, and the liquidation process was completed on April 17, 2024, with an investment recovery of USD 5,494 thousand.
Note 4: Suzhou Sino Solar Electronic Materials Co., Ltd. completed the liquidation process on December 10, 2024, and recovered an investment amount of USD 2,112 thousand.
| Unit: NTD thousand | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Company Name | Year | Capital | Total Assets | Total Liabilities |
Net Worth | Operating Revenue |
Operating Income (Loss) |
Income(Los s) After Tax for Current Period |
Earnings per Share (NTD) |
| Giga Solar Materials Corporation |
2024 | 918,834 | 9,509,021 | 3,097,116 | 6,411,905 | 3,509,918 | (305,990) | (515,767) | (5.61) |
| GLOBAL ACETECH CO.,LTD (Note 2) |
2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Ho Mi Specialty Materials Corporation |
2024 | 103,740 | 133,631 | 29,496 | 104,135 | 129,056 | 3,416 | 5,167 | 0.50 |
| Ri Fa Green Power Co., Ltd. | 2024 | 156,945 | 343,080 | 175,963 | 167,117 | 15,877 | 14,735 | 8,290 | 0.53 |
| Giga Energy Co., Ltd | 2024 | 4,000 | 3,659 | - | 3,659 | - | (283) | (270) | (0.67) |
| Gigastorage Power Co., Ltd. | 2024 | 1,000 | 981 | - | 981 | - | (22) | (19) | (0.19) |
| Whole Sun Green Power Co., Ltd. |
2024 | 1,316,169 | 1,709,708 | 123,307 | 1,586,401 | 27,706 | 6,775 | 78,476 | 0.60 |
| EIWA Electric Power Co., Inc. | 2024 | 15,070 | 324,907 | 291,606 | 33,301 | - | (7,355) | 14,624 | N/A |
| Godo Kaisha Best Solar (Note 1) |
2024 | 44,939 | 104,800 | 60,587 | 44,213 | 19,892 | 4,980 | 3,365 | N/A |
| Godo Kaisha Chiba 1 (Note1) | 2024 | 96,328 | 214,864 | 157,901 | 56,963 | 23,311 | 5,148 | 724 | N/A |
| Godo Kaisha Merchant Energy NO.8 (Note 1) |
2024 | 69,325 | 975,327 | 829,727 | 145,600 | 154,416 | 54,583 | 38,342 | N/A |
| Wisdom Filed Limited | 2024 | 1,173,221 | 393,323 | - | 393,323 | - | - | (8,573) | N/A |
| Merchant Energy Pte. Ltd | 2024 | 876,296 | 59,121 | 254 | 58,867 | - | (9) | (45,803) | N/A |
(IV) Overview of operations of affiliates
| Wholesun Energy Philippines Inc. |
2024 | 16,093 | 16,451 | - | 16,451 | - | (1) | 54 | N/A |
|---|---|---|---|---|---|---|---|---|---|
| Sunshine Solar Power Generation Company Inc. (Philippines) |
2024 | 814,827 | 670,808 | 731,318 | (60,510) | - | (11,517) | (52,584) | N/A |
| Green Energy Electrode, Inc. | 2024 | 427,732 | 468,752 | 300,777 | 167,975 | - | (36,853) | (124,622) | (2.91) |
| Green Energy Electrode, Inc. (Samoa) |
2024 | 176,342 | 8 | 295,742 | (295,734) | - | - | (98,016) | N/A |
| Yancheng Green Energy Electrode Corp. |
2024 | 176,342 | 15,579 | 311,321 | (295,742) | 7,259 | (54,484) | (98,017) | N/A |
| Chongqing Shin Tsai New Material Technology Co., Ltd. (Note 3) |
2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Hua Hsu Silicon Materials Co., Ltd. |
2024 | 1,231,789 | 1,515,482 | 770,620 | 744,862 | 161,797 | (210,624) | (369,259) | (3.01) |
| Giga Diamond Materials Corporation (Seychelles) |
2024 | 652,782 | - | 491,064 | (491,064) | - | - | (139,609) | N/A |
| Yancheng Giga Diamond Materials Corporation |
2024 | 652,782 | 131,018 | 622,082 | (491,064) | 73,632 | (101,794) | (139,609) | N/A |
| Giga Solar Materials Corp. (Mauritius) |
2024 | 902,654 | 797,281 | - | 797,281 | - | - | (198,685) | N/A |
| Suzhou Giga Solar Materials Corp. (Note 4) |
2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Yancheng Giga Solar Materials Co., Ltd. |
2024 | 1,043,460 | 2,683,223 | 1,906,500 | 776,723 | 3,017,968 | (54,427) | (136,484) | N/A |
Note 1: As Godo Kaisha Best Solar, Godo Kaisha Chiba 1, and Godo Kaisha Merchant Energy No.8 are investees by Giga Solar Materials Corporation under a Japanese TK-GK structure, Giga Solar Materials Corporation has no voting rights in said companies, so they are not included in the table above. However, according to the contracts signed with them, Giga Solar Materials Corporation has the economic beneficial interests in them, and these entities have to consult the Giga Solar Materials Corporation in advance for any major decisions to be made, so they are included in the Group.
Note 2: Global Acetech Co., Ltd. was approved for dissolution by the shareholders' meeting on April 24, 2024, and the liquidation was completed in August 2024, with an investment recovery of NT\$2,069 thousand.
Note 3: Chongqing Chip Materials Technology Co., Ltd. was resolved for dissolution on February 28, 2024, and the liquidation process was completed on April 17, 2024, with an investment recovery of USD 5,494 thousand.
Note 4: Suzhou Sino Solar Electronic Materials Co., Ltd. completed the liquidation process on December 10, 2024, and recovered an investment amount of USD 2,112 thousand.
(V) Consolidated financial statements of affiliates:
Considering that the companies to be included into the consolidated financial statements of affiliates under the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" were the same as those to be included into the consolidated financial statements of the parent and subsidiaries under IAS 27 for 2024 (from January 1, 2024 to December 31, 2024), and the relevant information to be disclosed in the consolidated financial statements of the affiliates has already disclosed in said consolidated financial statements of the parent and subsidiaries, no consolidated financial statements of affiliates were prepared separately.
(VI) Affiliation Report: None.
II. Handling of Privately Placed Securities in the Most Recent Year and as of the Date of Publication of the Annual Report, (the date and amount approved by the shareholders' meeting or the board of directors, the basis and reasonableness of the price set, the method selected by specific persons, the necessary reasons for the private placement, and the subscribers, qualifications, number of shares subscribed for, relationship with the Company, participation in the operations of the Company, actual subscription (or conversion) price, difference between actual subscription (or conversion) price and the price set, impact of private placement on shareholders' equity, as well as the fund utilization status, implementation progress of the plan, and effect of the plan from the completion of a fund utilization plan after the share payment or proceeds are fully received shall be disclosed): N/A.
III. Other Necessary Supplementary Explanations: None.
IV. In the Most Recent Year and as of the Printing Date of the Annual Report, the Occurrence of the Matters that have a Significant Impact on Shareholders' Equity or Securities Prices as Specified in Article 36 Paragraph 3, Item 2 of the Securities and Exchange Act: None.