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INX — Annual Report 2024
May 22, 2025
52330_rns_2025-05-22_54e0f187-b28a-4174-b0a9-65a7098e00c3.pdf
Annual Report
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Stock Code: 3481
Innolux Corporation 2024 Annual Report
Notice to readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw Innolux Corporation Annual Report is available at: https://www.innolux.com/tw/ Printed on March 31, 2025
A. Spokesperson & Acting Spokesperson information
Spokesperson Acting Spokesperson Name: Chu-Hsiang Yang Name: Tsz-Shan Chen Title: President & COO Title: Senior Assistant Manager of Investor Relations Tel: +886-37-586000 Department E-mail: [email protected] Tel: +886-37-586000 E-mail: [email protected]
B Headquarters, Branches and Plants
Headquarter: No.160, Kexue Rd., Zhunan Township, Miaoli County, Hsinchu Science Park Tel: +886 37 586 000 Branch: No.21 Zilian Rd., Fenghuali, Xinshi District, Tainan City Tel: +886 6 588 9998 Plants Branch: Building B, No.21 Zilian Rd. and No.9 Titanggang Rd., Fenghuali, Xinshi District, Tel: +886 6 588 9998 Tainan City Fab T1: No.160, Kexue Rd., Zhunan Township, Miaoli County, Hsinchu Science Park Tel: +886 37 586 000 Fab T2: No.168, Kexue Rd., Zhunan Township, Miaoli County, Hsinchu Science Park Tel: +886 37 586 000 Fab T3: No. 12, Kejung Rd., Zhunan Township, Miaoli County, Hsinchu Science Park Tel: +886 37 586 393 Fab A: No.1, Qiye Rd., Xinshi Dist., Tainan City, Southern Taiwan Science Park (excluding Tel: +886 6 505 1881 Rooms A) Fab B: Room A, No.2, Sect. 2, Huansi Rd., Xinshi Dist., Tainan City, Southern Taiwan Science Tel: +886 6 505 1889 Park (excluding Room B) Fab C: No.12, Nanke 8th Rd., Shanhua Dist., Tainan City, Southern Taiwan Science Park Tel: +886 6 505 1880 (excluding Rooms A&B) Fab D: No.3, Sect. 1, Huansi Rd., Xinshi Dist., Tainan City, Southern Taiwan Science Park Tel: +886 6 505 1888 (excluding Rooms A&B&C) Fab F: No.11, Luke 10th Rd., Kaohsiung City, Southern Taiwan Science Park (excluding Tel: +886 7 627 8888 Rooms B&7FA) Fab T6: Room B, No.11, Luke 10th Rd., Kaohsiung City, Southern Taiwan Science Park Tel: +886 7 627 8888 Touch Module Fab: Room B, No. 12, Nanke 8th Rd., Shanhua Dist., Tainan City, Southern Tel: +886 6 505 1880 Taiwan Science Park FOPLP Fab: Rooms A, No.1, Qiye Rd., Xinshi Dist., Tainan City, Southern Taiwan Science Park Tel: +886 6 505 1881
C. Stock Transfer Agent
Grand Fortune Securities, Registrar & Transfer Department
Address: 6th Floor, No.6, Sec. 1 Zhongxiao W Rd., Zhongzheng Dist., Taipei City 10041, Taiwan Website: http://www.gfortune.com.tw
Tel: +886-2-2371-1658
D. Auditors
PricewaterhouseCoopers Auditors: Sheng-Chung Hsu, Liang-Hua Ling Address: 27th Floor, 333 Keelung Rd, Sec. 1, Taipei, Taiwan Website: http://www.pwc.tw Tel: +886-2-2729-6666
E. Overseas Securities Exchange: N/A.
F. Corporate Website: https://www.innolux.com/tw/
Contents
I. Letter to Shareholders ................................................................................................................ 2 II. Corporate Governance Report .............................................................................................. 10 2.1 Directors and Management Team ......................................................................................................... 10 2.2 Remuneration of Directors, President, and Vice President ................................................................... 26 2.3 Implementation of Corporate Governance ............................................................................................ 32 2.4 Disclosure of CPA Fees ........................................................................................................................ 75 2.5 Replacement of CPA ............................................................................................................................. 75 2.6 The Company’s Managerial Officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPA or at an affiliated enterprise ............................ 75 2.7 Changes in Shareholding of Directors, Managerial Officers and Major Shareholders ......................... 75 2.8 Relationship among the Top 10 shareholders ....................................................................................... 76 2.9 The total number of shares and total equity stake held in any single enterprise by the Company, its Directors, Managerial Officers, and any companies controlled either directly or indirectly by the Company .............................................................................................................................................. 77 III. Capital Overview .................................................................................................................... 78 3.1 Capital and Shares .............................................................................................................................. 78 3.2 Bonds .................................................................................................................................................. 82 3.3 Preferred Shares .................................................................................................................................. 82 3.4 Global Depositary Receipts ................................................................................................................ 82 3.5 Employee Stock Options .................................................................................................................... 83 3.6 New Restricted Employee Shares ....................................................................................................... 83 3.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions .................................. 83 3.8 Financing Plans and Implementation .................................................................................................. 83 IV. Operational Highlights .......................................................................................................... 84 4.1 Business Activities .............................................................................................................................. 84 4.2 Market and Sales Overview ................................................................................................................ 98 4.3 Human Resources ............................................................................................................................. 105 4.4 Environmental Protection Expenditures ........................................................................................... 105 4.5 Labor Relations ................................................................................................................................. 106 4.6 Cyber Security Management ............................................................................................................ 114 4.7 Important Contracts .......................................................................................................................... 116 V. Review of Financial Conditions, Operating Results, and Risk Management ........ 118 5.1 Analysis of Financial Positions ......................................................................................................... 118 5.2 Analysis of Financial Performance ................................................................................................... 119 5.3 Analysis of Cash Flow ...................................................................................................................... 119 5.4 Effect upon Financial Operations of Major Capital Expenditures .................................................... 120 5.5 Reinvestment Policy and its Main Reasons for Profits/Losses, Plans for Improving Reinvestment Profitability and the Investment Plans for the Coming Year ............................................................ 120 5.6 Analysis of Risk Management .......................................................................................................... 120 5.7 Other Important Matters ................................................................................................................... 124 VI. Special Disclosures .............................................................................................................. 125 8.1 Summary of Affiliated Companies.................................................................................................. 125 8.2 Private Placement Securities in the Most Recent Years .................................................................. 125 8.3 Other Matters Required Additional Description ............................................................................. 125 VII. Materially might affect shareholders' equity or the price of the Company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, such situations shall be listed one by one ...................................................................................................... 1
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I. Letter to Shareholders
1.1 Report on operating results for 2024
The global economy faced many complex challenges and opportunities in 2024. Diverse and dynamic trends were presented due to technological innovation, geopolitical changes, environmental issues, and demographic changes; The panel industry, in particular, is facing challenges and adjustments and reveals significant changes in technological innovations and market demands. The Company has demonstrated remarkable resilience in this turbulent environment. Adhering to the core concept of More than Panel, the Company is committed to promoting dual-track transformation, striving for transformation and upgrading in the midst of weak demand, price fluctuations, and technological changes, and has become not only a panel component manufacturer, but also a solution provider for large-area glass refinement. CarUX, our subsidiary, has been moving forward with its automotive Tier 1 system integration supply chain, and is committed to providing one-stop customized services to promote the new realm of in-vehicle display and the new trend of smart life.
The Company has built a diversified business development engine, not only extending the integrated solutions for hardware and software in the technical aspect, but also setting foot in a wide range of applications in the product aspect. We have expanded the medical, automotive, semiconductor industry and other markets, enhanced the capabilities and strengthened the competitiveness of the Company, expanded the maximum value of the Company, and showed our key influence with the spirit of More than Panel. In 2024, the Company achieved positive results, turning from a loss to a profit ahead of the peers in the second quarter, and increasing the full-year profit, with a consolidated net profit of NT$6.7 billion, creating better value for shareholders. According to Bloomberg, the Company’s average TSR (Total Shareholder Return) over the past six years is the highest in the same industry in the world.
Looking ahead, the global economy faces the impacts of technological changes, environmental challenges, geopolitical restructuring and demographic changes. Despite uncertainties, trends such as digitalization, green economy and regional cooperation will bring new motive forces of development to the global economy. The Company will continue to adjust its strategies in the ever-changing environment, seize opportunities, cope with risks, integrate software and hardware, build up strengths, tale expanding co-development with other strategic partners as the goal, and utilize its existing assets for higher value-added applications, in order to gain a competitive edge in the economic landscape of the future.
1.1.1 Results of Business Plan Implementation
For 2024, the Company consolidated sales revenue was NT$ 216,509,919 thousand, up NT$ 4,769,362 thousand, or 2.3%, compared with 2023 (consolidated net sales revenue for 2023 was NT$ 211,740,557 thousand). For 2024, the net profit attributable to owners of the parent was NT$ 6,472,883 thousand, and the earnings per share was NT$ 0.76.
1.1.2 Results of Budget Execution
No financial forecast has been disclosed for 2024, therefore there is no need to disclose budget execution.
1.1.3 Analysis of Financial Income and Expenditure and Profitability
| Items | 2023 | 2024 | |
|---|---|---|---|
| Financial structure (%) |
Debts to assets ratio | 35.98 | 34.78 |
| Ratio of long-term capital to property, plant, and equipment | 176.06 | 199.49 | |
| Solvency | Current ratio (%) | 152.64 | 157.71 |
| Quick ratio (%) | 108.70 | 110.11 | |
| Time interest earned (times) | (8.60) | 8.22 | |
| Profitability | Return on total assets (%) | (4.65) | 2.13 |
| Return on equity (%) | (7.72) | 2.91 | |
| Operating profits as a percentage of paid-in capital (%) | (20.61) | (9.91) | |
| Net profits before tax as a percentage of paid-in capital (%) | (18.02) | 10.30 | |
| Net profit margin (%) | (8.78) | 3.11 | |
| Earningsper share(NT$) | (2.01) | 0.76 |
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1.1.4 Status of Research and Development
Research and development (R&D) in the display industry is a core area of modern scientific and technological progress, involving the innovation and application of display technology, and is closely related to many industries such as electronic products, consumer electronics, medical equipment, and transportation. As the global digitization accelerates, R&D in the information industry is not only limited to hardware innovations, such as the development of semiconductors, display technologies and Internet of Things (IoT) devices, but also covers software and applications, such as Artificial Intelligence (AI), big data, cloud computing and blockchain technology.
In terms of hardware, advances in semiconductor technology are the cornerstone for the development of the information industry, especially the enhancement of processing speed and energy efficiency. The Company has always been following the concept of technological innovation, especially in the field of thin film transistor (TFT). We continuously improve our efficiency at global-leading level, and apply in multiple fields such as miniLED, microLED, and panel level package (PLP), etc. In addition to improving market competitiveness, the Company also expanded our business layout, and has become a leader within the industry.
In terms of software, breakthroughs in artificial intelligence and machine learning have led to the rapid development of smart applications, ranging from voice recognition and image processing to self-driving technology, all demonstrating the importance of software technology in modern life. With the development of 5G and future 6G technologies, global connectivity will be further enhanced, thus creating more innovative applications integrating multiple fields. The R&D progress of the display industry not only promotes the evolution of technological equipment, but also has a profound impact on consumers’ visual experience, providing unlimited possibilities for economic restructuring, industrial upgrading and social development.
Aiming at the business opportunity of the accelerated growth of smart cockpit, with the rapid progress of AI and mobile technology, vehicles have evolved into full-featured smart mobile device that connects digital life. CarUX, a subsidiary, is committed to breaking through the limitations of traditional screens, has accumulated years of solid excellent technology and market experience, and will seamlessly integrate safer and richer information and entertainment services into the interior and exterior design of automobiles. We are actively expanding the smart vehicle solutions and are committed to becoming an all-round system provider with deep technologies and broad functions in the smart mobile field.
The Company has also achieved significant progress in multiple fields, making excellent development and achievement. Outstanding achievements in various fields are as follows:
1. Advanced semiconductor packaging
Our plan to transform into an advanced semiconductor packaging and testing company has been recognized by our customers, and we will begin to ship in volume in 2025. In addition to proving our determination to transform, and being recognized by our semiconductor customers, we will also be able to contribute to Taiwan’s leadership in semiconductor and advanced packaging technology. Chip First technology for Fan-Out Panel Level Package (FOPLP) can help customers to reduce die size and cost significantly, maintain high I/O pin count, and reduce overall package thickness to meet the increasingly stringent thickness requirements of cell phones and mobile devices, which is very suitable for applications such as NFC Controller, Audio Codec, PMIC, and Connectivity communication chips. In addition, Chip First technology has also developed thick copper lead technology, which is suitable for application in chips with high voltage, high current, and high heat dissipation requirements. After the Company developed multi-die heterogeneous integrated packaging technology, it was also recognized by automotive semiconductor manufacturers, who appointed the Company to develop the its newly-designed Class III semiconductor multi-die high-power power management IC, and plan for a series of product introduction programs. In the meantime, our unique embedded packaging technology using insulating materials with low dielectric coefficient (Dk) and low dissipation factor (Df) has attracted high interest from international microwave chip customers, who have initiated a series of design parameter validation to develop their next-generation microwave chips, including not only automotive radar applications, but also future gesture control chips.
In addition, the Company’s Advanced Packaging Business Center has also developed a unique multi-point final testing, which can test 16 to 32 chips at a time, greatly improving the testing efficiency and helping customers to reduce the cost of testing, and a number of customers are willing to use the test fixtures to carry out product technology verification.
In terms of RDL first technology, we have the advantage of large square substrate. In addition to the higher area utilization ratio of square substrate compared to 12-inch wafer, AI application chips are designed with larger and larger chip area to enhance the computational power of iterative product, and 12-inch wafers can no longer be produced efficiently, instead, the large Fan-Out Panel Level Package (FOPLP) technology
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must be adopted. The Company has been working on this technology for a long time, and ranks top in this advanced packaging market trend. The Company is also actively deploying RDL interposer, an advanced packaging technology applied to large-size chips, and have been favored by large-scale packaging customers. We have launched a technology validation program to meet the market demand for large-size AI and FPGA chips within one to two years. By then, we will have sufficient large-size substrate capacity to help our customers expand their markets quickly, and we will have a chance to meet the huge AI chip business. In addition to the market demand for large chips, the demand for thin SIP (System-in-Package, which integrates multiple functional chips into one package) is also rising rapidly. In addition to the demand for mobile phones, there is a high demand for thin communication chips in mobile devices such as smartwatches, AR glasses, Bluetooth headsets. Our RDL substrates are crucial in assisting customers with thinning solutions. In addition to achieving the thickness required by customers, the production efficiency of large RDL substrates can satisfy customers’ goals within a certain cost budget.
The year 2025 is also an important milestone in the development of Fan-Out Panel Level Package (FOPLP). In addition to formal mass production, the gradual maturation of many important technologies has attracted more types of customers, providing a shot in the arm for the Company’s transformation into the semiconductor business.
- Application of miniLED innovative technology
The Company has broken through limitations of traditional back-light technology. By using small and efficient LED lattice, it can make real-time dynamic partition modulation precisely based on the image, thus having the advantages of high brightness, high contrast, wide color gamut, vibrant and bright color, outdoor sunlight readable, and extremely low power consumption. Such technological innovation brings extreme vision effect and lower energy consumption, and is now used in all product lines to serve the broad market demands, with product uniqueness and diversity as the core competitiveness.
- (A)Transparent MiniLED applications
Transparent MiniLEDs are applied to 5G AI intelligent translation robots, which can receive travelers from all over the world at the counters of hotels, airports, and transportation hubs at any time. Through high-transparency displays and touch interfaces, natural interpersonal interactions are transformed into a warm bridge of communication through digital technology, lowering the barrier between languages and nationalities.
- (B)MiniLED + Touch Case Application
Create an immersive experience, start an alternative sensory enjoyment, and bring consumers into the MiniLED meta-universe for a fantasy adventure like Alice in Wonderland.
(C)MiniLED Transformable Folding Application
Nowadays, more and more consumers prefer to purchase large-sized smart TVs for their home space to enjoy more extreme and rich audio-visual contents. In view of this trend, the Company has teamed up with PanelSemi to launch the industry-exclusive “130-inch P0.75 4K AM MiniLED Foldable TV” to meet the customer needs for large size, high resolution, and energy saving. It is the largest foldable home TV on the market. It adopts excellent LED seamless splicing technology, the industry’s thinnest 0.8mm border design with ultra-narrow bezel and 99.85% screen-to-body ratio to create an immersive viewing experience, and is equipped with the PAM (pulse-amplitude modulation) dimming mode and optical engine. This is an active dimming mode that can alleviate the soreness and fatigue caused by watching traditional LED screens for a long time. It can also continuously display with extremely low current, meeting the demand for green and environmentally friendly products, such as low energy consumption and no heat generation. The special “folding function” design, in addition to convenient storage, solves the pain point of transportation for the oversized screens.
As a new display technology, MiniLED has broad application prospects. MiniLED, together with OLED and MicroLED technologies, will promote the development of the display industry and bring better visual experience and interaction to consumers.
- Major breakthrough in microLED technology
AM MicroLED third-generation display technology continues to make breakthroughs in terms of end-use applications, technical performance enhancement, and significant improvement in process yields, accelerating the process of commercialization.
Through innovative R&D techniques and diversified business models, this technology has made the Company one of the leading AM MicroLED manufacturers. The color-converted MicroLED seamless free
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splicing display module and the high-PPI MicroLED flexible panel have both been recognized by a number of awards related to displays. We continue to develop high-reflectivity, high-brightness mirror displays, ultra-high brightness panels (>10,000nits) and high clarity, high resolution transparent displays based on the characteristics of MicroLED, which are different from the existing LCD/OLED panels, create different commercial applications, and continue to increase the shipment volume and reduce the costs.
The Company has obtained more than 580 patents approved by the U.S. based on the profound forwardlooking MicroLED technology. The excellent display effect and market potential should not be underestimated. The Company has won a number of technical accolades and affirmations in international exhibitions and national display technology awards, with its high definition, seamless free splicing, fast response speed, low power consumption, super power saving and other outstanding features. It can be applied to intelligent entertainment, such as high-level theaters, museums, and other 8K retina large-scale display markets, as well as multiple innovative fields such as smart mobile and smart retail, and is committed to reshaping the new value of the display technology industry.
4. Unique N3D technology in the globe
The Company has launched a 27-inch glasses-free 3D display that utilizes a proprietary low-crosstalk algorithm to provide superior 3D display quality. The display uses FPGA for real-time 3D rendering, which does not consume computer resources, and can deliver a highly immersive experience without any wearable devices. With the rapid development of the meta-universe, this product brings a brand new visual enjoyment for 3D games and movie watching.
For medical applications, the “Medical Glasses-free 3D Display” developed by the Company won the Taiwan Excellence Gold Award. The Company has actively cooperated with many medical centers to conduct human clinical trials and field demonstrations. The Company also participated in the 2024 SDIA Award with its “Glasses-free 3D Mobile Diagnosis and Treatment Platform” and won the Gold Award in the Innovative Application Category.
Currently, the Company is collaborating with medical experts to develop automated organ 3D reconstruction technologies by combining AI technology. These include AI-automated segmentation of computed tomography (CT) lung images and AI-automated segmentation of brain tumors and arteries and veins from MRI brain images developed in collaboration with neurosurgeons. These innovations have greatly improved the pre-operative planning efficiency of surgeons and promoted the development of intelligent healthcare. At the same time, they provide more intuitive and efficient solutions for medical teaching and surgical assistance, bringing revolutionary breakthroughs in the field of intelligent healthcare.
5. Innovation of vehicle-mounted products
CarUX, a subsidiary of the Company, is committed to breaking through the limitations of traditional screens and proposes the product design concept of “Harmonious User Experience” (HUE), an integrated cabin video solution, as well as the application of new-generation OLED display technology. CarUX is committed to enhancing the freedom of automotive interior and exterior design and providing customers with more differentiated and flexible space design. In addition, in terms of smart cockpit design, CarUX not only takes safety as the primary consideration, but also combines practical and entertaining functions, and is committed to leading the trend in smart car and exploiting the latest market opportunities.
CarUX provides a full range of “Windshield Reflective Solution” (WRS), including “9.6-inch MircoLED AR Reflective Display” and “48-inch Panoramic Reflective Display”, which utilizes MicroLED display modules with high brightness, high resolution, and low power consumption, the stereoscopic images with depth of field, and the exclusive algorithms and interface design to project information onto the windshield of the vehicle. It also integrate functions such as distance and directional indicators with the actual external environment, and provides drivers with essential driving information when they look directly at the road in front of them to enhance driving safety; at the same time, it can also expand the projection range to the passenger side to enjoy a variety of entertainment content, and can be switched to disable the local projection of information at any time to reduce the light source in the cabin and enhance comfort. In terms of technology, compared with traditional head-up displays, the volume of the device can be greatly reduced, thus freeing up space in the car. In summary, the WRS solution not only enhances driving safety, but also provides a high-tech, comfortable and flexible design for car interiors, bringing brand new experience for car users.
CarUX and its partner, JDI, have jointly developed the “32-inch OLED Integrated In-vehicle Display”. This next-generation OLED “eLEAP” display technology doubles the brightness and triples the lifespan of existing OLED displays on the market, providing customers with better options for OLED displays. eLEAP is also a green technology with an efficient manufacturing process that reduces CO2 emissions by half compared to traditional OLED.
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6. High-pixel density display of wearable watch
The high-pixel-density “1.39-inch 326 PPI microLED + in cell Touch Wearable Display Watch” is equipped with excellent functions such as ultra-high 326 PPI pixel density, high brightness, high contrast ratio, low power consumption, and thinness. It will bring the users a brand-new high-definition and delicate visual experience and lightweight wearing experience. It is expected that the product validation will be completed in 2025, and the customers will be able to use the product in 2026.
- Development of AR augmented reality products
With our leading position in VR/AR display technology and profound development capabilities, the Company fully follows the industry trend. With the launch of innovative products by technology giants such as Meta and Apple, the AR market is booming, presenting huge business opportunities. The Company has rich experience in AR hardware development, and especially has a unique advantage in the new form of dynamic liquid crystal dimmers. In response to the market trend, the Company will actively evaluate innovative directions such as lightweight AR glasses and AI integration applications, continue to strengthen our technology research and development, deepen our partnership with customers, and timely invest in the development of solutions with market potential, in order to drive growth momentum through technological innovation and to maximize value for our shareholders.
- Revolution of notebook market
The Company continues to innovate in the field of notebook display technology, uses the LTPS process and IBL technology to achieve the product features of thinner thickness, lighter weight, and lower power consumption, provides the best solution for mobile business, and further optimizes performance and energy efficiency. At the same time, the Company promotes diversified touch solutions to enhance human-machine interaction and application flexibility.
To meet market demand, the Company has launched high-resolution, high-refresh rate, and variable refresh rate (VRR) e-sports products to provide players with a smooth gaming experience; continuously upgrades the E-privacy technology to integrate information security and portable design to meet the needs of business applications. In the future, we will continue to promote market development by focusing on user needs and innovative technologies.
The Company has launched the world’s first 14-inch FHD+ Dual Mode Anti-peep Monitor, a new generation of Dual Mode Switchable Anti-peep Monitor, which adopts the exclusive new anti-peep panel design and the high brightness, wide viewing angle backlight technology, allowing users to quickly switch functions with one click to meet the dual needs of privacy protection mode and information sharing mode. In addition, the wide viewing angle design of the sharing mode can enhance the user’s eye comfort and maintain the best viewing quality of the display panel. Meanwhile, through the LC process parameter adjustment technology, the Company can customize the design of the anti-peep angle according to the customer’s needs, allowing the “14-inch FHD+ Dual Mode Anti-peep Monitor” to be expanded into more innovative applications in the future, such as banks, hospitals, and airport security, creating unlimited business opportunities.
In addition, the Company also exhibited “14-inch QHD+ Ultra Slim Panel”, which combines a lightweight body with vibrant colors to reduce module weight and is equipped with 100% DCI-P3 wide color gamut technology. It is tailor-made for the mobile business market, and will greatly satisfy the mobile office needs of students and businessmen. The Company also actively launched the “14-inch and 16-inch FHD+ touch screens”, which support finger-touch operation, can be integrated with the latest AI technology to provide participatory and interactive learning courses, and significantly enhance the learning interactivity and creative expression. These touch screens make the learning process more interesting, effectively lower the learning threshold through multi-sensory interactions, stimulate students’ creativity and passion for learning, and help students understand the content in depth, draw, sketch, or take notes on them, thus further strengthening the learning motivation and improving the learning effect.
- Innovation and upgrading in industrial control and consumer electronics markets
In response to the rapid development of smart city and outdoor display demands, the Company drives the comprehensive upgrade of display panels in various fields, actively introduces MiniLED backlight technology into industrial control and consumer electronics products, breaking through the limitations of traditional backlight and injecting new value into the market.
The newly launched “17.3-inch and 23.8-inch MiniLED Outdoor Displays” are equipped with advanced MiniLED backlight technology and designed for outdoor applications. Even under strong sunlight, they can still provide clear images with excellent high brightness, high contrast ratio, and wide color gamut. With dynamic zoning adjustment, they not only display deep black and delicate image quality, but also take into account the low power consumption design, which greatly enhances the market competitiveness.
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Currently, the Company’s MiniLED displays have been successfully deployed in outdoor sports events, commercial retail, cultural entertainment, and other fields. The Company is also actively expanding into emerging markets such as marine, drones, electronic digital boards, and charging points, to meet diversified needs. We are also promoting integrated touch solutions, which are expected to significantly increase the adoption rate of touch technology in products for the industrial control and consumer electronics markets, and to meet the interactivity and application needs of different scenarios.
10. Diversified market layout of display and TV industry
In terms of OEM/ODM products, we have secured orders from major TV brands in North America and Mainland China, and expanded our business to multi-function mobile displays, touch intelligent fields, 3D immersive effects, and oversized products, etc.
We have extended the production advantage of the whole machine, and can provide a wide range of sizes, including mobile portable monitors. The key technology is super energy-saving and power-saving within 15W. Medium-sized product can be used with tripod type StanbyME machine, so that the user can use it anytime and anywhere. The large size, static, ultra-low-reflective display can also be used for gallery exhibition to provide consultation for the art circles.
11. High-level game level screen
The MNT FHD100 ES8.0 is specially designed to improve panel transmittance and backlight efficiency, providing customer value. It can be upgraded to the FHD144 ES9.0+FreeSync, which combines the needs of paperwork and gaming and realizes the home-office-entertainment integration, showing a superb cost performance ratio.
The 2D/3D Switch high-end display not only provides a variety of applications in 2D, but also can be switched to 3D mode to present a glasses-free stereoscopic effect, providing more immersive entertainment stimulation and allowing professionals to operate in a more precise work environment.
The TV HFR specification is further advanced to 4K 165Hz, and it is used with the Company’s selfdeveloped algorithms to present 4K1K 330Hz excellent definition, providing end consumers with larger gaming experience and clearer and latency-free experience of sports events.
12. Screen of display specification for medical use
3D minimally invasive surgery has gradually become the mainstream of modern medical treatment. The Company continues to develop technologies in medical applications and cooperates with international endoscope manufacturers to combine light field and eyeball tracking technologies to continuously improve the procedure and quality of surgical operations, benefiting more patients. In terms of diagnostic panels, the Company continues to expand its market share with ultra-high contrast ratio and excellent dark uniformity. Recently, we have been actively developing MicroLED for future high-end medical products.
13. LC Window solution
Adhering to the concept of environmental protection and energy saving, the Company is committed to the research and development of innovative technologies and has successfully launched the liquid crystal dimming intelligent glass (LCW) series products. The product has the characteristic of quick response and can dynamically adjust the light transmittance with the change in ambient light to realize the ideal lighting effect. Its advanced thermal insulation structure can effectively block solar radiation heat and ultraviolet rays, enhancing indoor comfort and safety while significantly reducing the energy consumption of air conditioner. In addition, the product has the function of replacing traditional curtains and can realize light control without additional shading devices, which helps reduce indoor dust mite breeding and ensure good air quality, fully demonstrating the Company’s commitment to environmental protection and sustainable development.
The application of liquid crystal dimming intelligent glass has expanded from the architectural field to the automotive market, and provides innovative solutions for a wide range of automotive scenarios. The sunroof and side windows overcome the limitation of fixed transmittance of traditional insulation paper through dimming technology, and can be automatically adjusted according to the external light conditions to further optimize the sunshading and lighting performance; the sun visors are equipped with automatic light sensing function, and can be intelligently adjusted to cope with the strong light in front of the driver, which not only ensures the clarity and integrity of the driver’s field of vision, but also enhances the convenience of driving; For the rearview mirror, it can effectively reduce the strong glare interference from the vehicle behind, providing a more comfortable visual environment, further enhancing driving safety and fully realizing the safety-centered design concept.
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14. Innovation in satellite communications
The LC Meta-Surface Antenna mass-produced by the Company has been certified by OneWeb, an international low-orbit satellite operator, and has been put into service in Taiwan in 2024; low-orbit satellites will become the next trend in the industry. Compared with high-orbit satellites, low-orbit satellites require faster and more advanced electronic components, which is precisely the specialty of Taiwanese companies. Low-orbit satellites are a fast-growing business worldwide. Over the past 10 years, the number of satellites in the world has grown from approximately 1,000 to nearly 8,000, with the main growth force of low-orbit satellites, which have grown seven-fold due to efficient launch costs and technological innovations.
In response to the low-orbit satellite market, the Company has not only deepened its cooperation with existing first-tier low-orbit satellite flat-panel antenna manufacturers, but also actively developed GCB (Glass Circuit Board) technology. Through the MLS (Micro Level Service) provided by the Company’s G3.5 LTPS, we provide more efficient and cost-effective solutions for low-orbit satellites.
1.1.5 The Company’s digital transformation further upgraded - from internalization to external empowerment
As the wave of digital transformation progresses, the Company has been actively promoting its transformation and development by adhering to the core business philosophy of “More than Panel” dual-track transformation. In April 2024, the Intelligent Automatic Solutions Business Unit (IAS) was established to integrate the original automation team and provide more efficient and value-added innovative solutions to serve both internal and external customers from the perspectives of technology research and development, product development, manufacturing, sales, and marketing. IAS covers three major product lines: intelligent manufacturing, intelligent healthcare, and artificial intelligence added value, focuses on applications in manufacturing and healthcare, and is committed to providing one-stop solutions integrating software and hardware and becoming a Total Solution Provider.
In the intelligent manufacturing field, facing an increasingly competitive global market with diversified demands, shorter lead time, and increased cost pressures, IAS has responded to these challenges through the integration of intelligent and flexible production lines, wide-area IoT (Internet of Things), intelligent logistics warehouse management, and precise detection technologies, plus the integration of big data analysis (Data Services), and can provide digital simulation and optimal design of a full range of product lines from production, process materials transfer to precision testing according to the specific customer needs; introduce unmanned transport vehicles (AMR/AGV) to the packaging and testing processes of internal and external customers to reduce the reliance on manpower, and plan to expand to semiconductor and other manufacturing plants and other fields in the future; in addition, through real-time IoT central control network and Data Services, we provide tailor-made equipment and solutions to enhance the real-time performance and accuracy of the overall system, improve equipment health management, provide the basis for maintenance decisions, realize the comprehensive optimization of the production process, accurately control the key factors and optimal parameters in the production process, and enhance the process capability to significantly increase the yield rate and reduce operating costs, and assist customers in building a high-efficiency, intelligent, and flexible digital factory of the future.
In the intelligent healthcare field, IAS leverages the core capabilities of AI and automation to develop smart pharmacy solutions, including: (1) a time-saving, labor-saving, and high space-efficiency smart warehousing system; (2) a guided smart dispensing station to assist pharmacists in completing the dispensing of prescriptions smoothly and accurately to ensure compliance with medical orders; (3) a visually-guided, two-way cabinet for controlling the delivery progress of medicines; (4) a safe, labor-saving following/powered medicine trolley that can also be used in non-handling areas; and (5) Intelligent chemotherapy drug dispensing equipment developed in collaboration with the medical centers, which is not only developed in Taiwan, but also combines AI image recognition and medical-grade robotic arm for precision dispensing to help reduce the workload of healthcare workers, enhance workplace safety, and alleviate the problem of medical manpower shortage, and has already been put into actual use in the medical centers. At the same time, LLM is utilized to develop generative AI solutions to improve the recording efficiency of nursing service information and enhance the quality of care and job satisfaction of nursing staff.
Meanwhile, in terms of artificial intelligence added value, IAS has the research capacity to develop largescale language models, and can help enterprises to quickly establish language models familiar with their own fields, so as to protect sensitive information, avoid data leakage, and effectively avoid the illusionary problems of general LLM; in addition, using generative AI technology, IAS has developed Domain Knowledge Assistant (DKA) intelligent platform, which can help enterprise staff save time on knowledge document search and enhance the efficiency of knowledge application. DKA provides excellent support for applications such as employee training, equipment maintenance, and organizing marketing and technical documents.
- 8 -
IAS, as a start-up business unit of the Company, shows strong potential and good market prospects in the field of intelligent automation. We will continue to transform our existing project-based services into modular, platform-based, and commercialized products to increase replicability and profitability and develop a new saleservice business model to create profits. Looking into 2025, IAS is expected to achieve rapid growth in the next few years and become an important business growth point of the Company through continuous innovation and development based on its technological advantages of software and hardware integration.
1.2 Summary of Business Plan for 2025
The future business plan is not to pursue revenue expansion, but rather to focus on profit improvement. In 2025, we plan to increase the proportion of products with better profitability in the Display_Non-Commodity and Non-Display segments, which is expected to provide growth momentum for profits.
For the business strategy and policy in 2025, we will focus on maintaining stability, reducing cost and continuously improving operational efficiency in the Display_Commodity segment. The strategic transformation directions of increasing the proportion of Display Non-Commodity and Non-Display are as follows:
1.2.1 Display Non-Commodity:
-
1.2.1.1 Consumer Electronics Panel Application (CE)/ Industrial Display Application (IA): develop and launch new CE game machine; continue to develop high-profit IA products to increase revenue and profit.
-
1.2.1.1 Medical Avionics (MAA): Continuously promote the Medical/Avionics profit doubling program.
-
1.2.2 Non-Display:
-
1.2.2.1 Advanced semiconductor packaging: we will develop towards the directions of Chip-first, RDL-first, and TGV, of which Chip-first is expected to realize exponential growth of revenue after mass production in the second half of 2025.
-
1.2.2.2 Smart cockpit: we are committed to becoming a Tier 1 supplier in the automotive industry, and will provide software and hardware integration solutions for Smart Cockpit System (SCS).
-
1.2.2.3 Medical applications (XRAY): increase the revenue and shipment volume. The main product, X-ray flat panel detector (FPD), grew significantly in 2024 and will continue to grow in 2025.
-
1.2.2.4 Medical applications (XRAY): increase the revenue and shipment volume. The main product, X-ray flat panel detector (FPD), grew significantly in 2024 and will continue to grow in 2025.
In the future, the Company will follow the “666 Planning Blueprint”. In the first six years, the Company has achieved stable vitality and profitability; in the next six years, the Company will overcome the difficulties, transform the business model, and expand its businesses to embrace the business opportunities of a brand new era; in the third six years, the Company will make joint efforts to achieve sustainable operations and stable profits.
The Company will continue to deepen our display business, develop advanced packaging technologies, and maintain manufacturing value-added systems, digital conversion, and data analysis. We will transform our business towards semiconductor, healthcare, and automation.
We hope all shareholders could continue to provide your support and encouragement. Lastly, I wish everyone good health and the best of luck. Thank you.
Chairman: Jin-Yang Hung
Managerial Officer: Chu-Hsiang Yang
Accounting Officer: Rou-Li Cheng
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II. Corporate Governance Report
2.1 Directors and Management Team
2.1.1 Directors
March 9, 2025; Unit: Shares
| Title | Nationality/ Place of registration |
Name (Note 1) |
Gender /Age |
Date Elected (Note 2) |
Term (Y) | Date First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding |
Current Shareholding |
Shareholding of spouse and underage children |
Shareholding of spouse and underage children |
Shares held through nominees |
Shares held through nominees |
Experience (Education) | Other Position |
Spouse or relatives of second degree or closer acting as managerial officer or director |
Spouse or relatives of second degree or closer acting as managerial officer or director |
Spouse or relatives of second degree or closer acting as managerial officer or director |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||||
| Chairman | TW | Jin-Yang Hung | Male 50-59 |
2022.06.24 | 3 | 2018.06.21 | 1,116,752 |
0.01 | 1,651,311 | 0.02 | - | - | - | - | MBA, Department of Business Administration, Columbia University, USA Special Assistant to Chairman, Innolux Corporation Associate VP, Foxconn Group President, TCC International Holdings Limited Managing Director, BNP Paribas Asset Management Executive Director, Goldman Sachs Group, Inc. |
Note 3 | - | - | - |
| Director | TW | Chu-Hsiang Yang |
Male 50-59 |
2022.06.24 | 3 | 2019.06.20 | 1,871,337 |
0.02 | 2,062,128 | 0.03 | 6,016 | - |
- | - | M.S., Chemical Engineering, National Central University Vice President, Innolux Corporation Associate VP, Chi Mei Optoelectronics Corporation |
Note 4 | - | - | - |
| Director | TW | Jyh-Chau Wang |
Male 60-69 |
2022.06.24 | 3 | 2013.07.01 | 168,000 |
- | 250,000 | - |
- | - | - | - | M.S., Materials Engineering, National Tsing-Hua University Chairman & CEO, Innolux Corporation Vice President, Chi Mei Optoelectronics Corporation Vice President, Chi Lin Technology Co., Ltd. Deputy Plant Director, Unipac Optoelectronics Corp. Associate Research Fellow, Material Research laboratories, Industrial TechnologyResearch Institute |
Note 5 |
- | - | - |
| Director | TW | Chin-Lung Ting |
Male 60-69 |
2022.06.24 | 3 | 2016.06.24 | 1,142,063 |
0.01 | 1,220,461 | 0.02 | - | - | - | - | M.S., Graduate Institute of Electronics Engineering, National Taiwan University Executive VP, Innolux Corporation Manager, Unipac Optoelectronics Corp. |
Note 6 |
- | - | - |
- 10 -
| Title | Nationality/ Place of registration |
Name (Note 1) |
Gender /Age |
Date Elected (Note 2) |
Term (Y) | Date First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding |
Current Shareholding |
Shareholding of spouse and underage children |
Shareholding of spouse and underage children |
Shares held through nominees |
Shares held through nominees |
Experience (Education) | Other Position |
Spouse or relatives of second degree or closer acting as managerial officer or director |
Spouse or relatives of second degree or closer acting as managerial officer or director |
Spouse or relatives of second degree or closer acting as managerial officer or director |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||||
| Independent Director |
TW |
Chi-Chia Hsieh | Male 80-89 |
2022.06.24 | 3 | 2013.06.19 | - |
- | - | - | - | - | - | - | Ph. D of Mechanical Engineering, Santa Clara University, USA Chairman, Microelectronics TechnologyInc. |
Note 7 | - | - | - |
| Independent Director |
TW |
Chih-I Wu | Male 50-59 |
2022.06.24 | 3 | 2022.06.24 | - |
- | - | - | - | - | - | - | Ph.D., Electrical Engineering, Princeton University, USA General Director, Electronics and Optoelectronic System Research Laboratories, Industrial Technology Research Institute Deputy General Director, Graduate Institute of Photonics and Optoelectronics, National Taiwan University Senior Engineer, R&D Team Leader, Intel Corporation, USA |
Note 8 | - | - | - |
| Independent Director |
TW |
Chih-Wei Wu | Male 60-69 |
2022.06.24 | 3 | 2022.06.24 | - |
- | - | - | - | - | - | - | MBA, California State University, USA CEO, Credit Suisse AG Executive Chairman, Standard Chartered Bank |
Note 9 | - | - | - |
| Independent Director |
TW |
Hsin-Bei Shen | Female 40-49 |
2022.06.24 | 3 | 2022.06.24 | - |
- | - | - | - | - | - | - | LL.M., University of Southern California, USA Executive Master of Business Administration (EMBA), Finance Institute, College of Management, National Taiwan University Master of Laws, College of Technology and Law, National Chiao Tung University Bachelor of Laws, National Taiwan University Legal and Human Resources Director, Wpd Taiwan Energy Co., Ltd. Advisor, TSAR & TSAI Law Firm Prosecutor, District Prosecutors Office, Ministry of Justice, Taiwan |
Note 10 |
- | - | - |
- 11 -
| Title | Nationality/ Place of registration |
Name (Note 1) |
Gender /Age |
Date Elected (Note 2) |
Term (Y) | Date First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding |
Current Shareholding |
Shareholding of spouse and underage children |
Shareholding of spouse and underage children |
Shares held through nominees |
Shares held through nominees |
Experience (Education) | Other Position |
Spouse or relatives of second degree or closer acting as managerial officer or director |
Spouse or relatives of second degree or closer acting as managerial officer or director |
Spouse or relatives of second degree or closer acting as managerial officer or director |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||||
| Independent Director |
TW |
Chi-Mo Huang | Male 60-69 yrs. old |
2022.06.24 | 3 | 2022.06.24 | - |
- | - | - | - | - | - | - | M.S., Department of Electrical Engineering, National Tsing-Hua University Chairman, Ili Technology Corp. Vice President of R&D, Infineon Taiwan Technologies Co., Ltd. |
Note 11 | - | - | - |
Note 1: Existing Directors as of the date of the annual report.
-
Note 2: The terms of Board members (including Independent Directors) reelected on June 24, 2022 and effective on July 1, 2022.
-
Note 3: Concurrently as CEO of Innolux Corporation; Chairman & CEO of CarUX Holding Limited, Directors of CarUX Technology Hong Kong Holding Limited, Directors of CarUX Technology Pte. Ltd, Directors of Innolux Holding Ltd, Directors of Innolux Hong Kong Holding Limited, Directors of Keyway Investment Management Ltd., Directors of Landmark International Ltd., Directors of Rockets Holding Ltd., Directors of Stanford Developments Ltd., Directors of Suns Holding Ltd., Directors of Toppoly Optoelectronics (B.V.I.) Ltd., Directors of Toppoly Optoelectronics (Cayman) Ltd., Directors of Warriors Technology Investments Ltd., Directors of Yuan Chi Investment Co., Ltd. (Statutory representative), Directors of CarUX Technology Taiwan Inc. (Statutory representative), Directors of Innolux Education Foundation, Chairman of InnoJoy Investment Corporation (Statutory representative); Directors of FI Medical Device Manufacturing Co., Ltd. (Statutory representative)
-
Note 4: Concurrently as President & COO of Innolux Corporation; Chairman of InnoCare Optoelectronics Corporation (Statutory representative); Directors of CarUX Holding Limited, Directors of CarUX Technology Pte. Ltd., Directors of Innocare Optopelectronics USA, Inc., Directors of Innolux Japan Co.,Ltd., Directors of Innolux Singapore Holding Pte. Ltd., Directors of KA Imaging Inc., Directors of Yuan Chi Investment Co., Ltd. (Statutory representative), Directors of CarUX Technology Taiwan Inc.(Statutory representative), Directors of Innolux Education Foundation, Directors of Epileds Technologies, Inc. (Statutory representative), Directors of GIO Optoelectronics Corp. (Statutory representative), Directors of InnoJoy Investment Corporation (Statutory representative), Directors of FI Medical Device Manufacturing Co., Ltd. (Statutory representative), Directors of Ningbo CarUX Technology Ltd.
-
Note 5: Concurrently as Chairman & CEO of eLux Inc., Chairman of Innolux Education Foundation and Director of InnoCare Optoelectronics Corporation
-
Note 6: Concurrently as Chairman of PanelSemi Corporation, Directors of CarUX Technology Taiwan Inc. (Statutory representative), Directors of GIO Optoelectronics Corp. (Statutory representative); Directors of CarUX Holding Limited, Directors of CarUX Technology Pte. Ltd, Directors of Double Star Inc., Directors of Innolux Japan Co., Ltd
-
Note 7: Concurrently as Chairman of Microelectronics Technology, Inc., IQE Taiwan Corporation, Jupiter Network Corp. (Statutory representative), Welltop Technology Co. Ltd (Statutory representative), Taicom Capital Limited (Statutory representative); Directors of Bright LED Electronics Corp., Henan Bright Crystal Company Limited, Sasson International Holdings Inc. (Statutory representative), Kopin Corporation Inc., T’Cement (Statutory representative), Bright Crystal Company Limited, TCM Limited, Jiang Yang Technology (Wuxi) Co., Ltd. (Statutory representative), KoBrite Corp., MTI Laboratory Inc., RadioComp ApS and Member of Remuneration Committee of Kopin Corporation, Inc.
-
Note 8: Concurrently as Professor, Department of Electrical Engineering & Graduate Institute of Photonics and Optoelectronics, National Taiwan University; Vice President and Senior Technical Expert of Industrial Technology Research Institute and CEO of Taiwan Semiconductor Industry Association
-
Note 9: Concurrently as Chairman of Zhide Investment Co., Ltd.; Independent Directors of Sinyi Housing, Co., Ltd., and Preferred Bank (California, USA); Directors of Longchen Paper & Packaging Co., Ltd., and Hematech Biotherapeutics Inc.; Supervisor of Taiwan Farm Industry Co., Ltd.
-
Note 10: Concurrently as Chairperson of Infinite Dimension Management Consultants Co., Ltd.; Chair of the ESG Committee of the Taiwan Bar Association (TWBA) and Independent Director of Cica-Huntek Chemical Technology Taiwan Co., Ltd.
-
Note 11: Concurrently as Independent Director of Solid State System Company Limited, Director of INT Tech (HK) Co., Ltd. and Supervisor of Asmeditron Inc.
-
Note 12: Where the chairman and president or equivalent position (highest level executive officer) is the same person, the spouse, or a first-degree relative, provide information on the reason, reasonableness, necessity, and future improvement measures:
The Company’s CEO position is responsible for the sustainable development and long-term business strategy of the Company, while the President and COO position is responsible for the planning and management of the Company's daily operation. The responsibilities of the CEO position and the President and COO position are clearly defined for an integrated effect. The Chairman of the Company keeps communication channel open with the Directors about the Company's operation and planning in order to implement the Company's corporate governance. Since June 24, 2022 when the General Meeting of Shareholders re-elected all directors, the number of independent directors has been increased to more than one-half of the total number of directors, thus strengthening the independence of the Board of Directors. In addition, we also increase the number of female directors to perform their duties faithfully from a more diversified and detachment perspective, enhance the functions of the Board of Directors and strengthen the supervisory function to implement corporate governance.
-
12 -
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Major shareholders of the institutional shareholders: None.
-
Disclosure of professional qualifications and independence analysis of directors
(1)Professional qualifications and experience for directors
| Name / Title | Professional qualifications and experience |
|---|---|
| Chairman Mr. Jin-Yang Hung |
MBA, Columbia University, USA Department of Business Administration. Mr. Hung is the Chairman and CEO of the Company. He possesses over 5 years of work experience in Commerce, Finance and otherwise necessary for the Business of the Company and over 20 years of experience in foreign company finance operations, over 5 years of work experience in Commerce, Finance and otherwise necessary for the Business of the Company, as well as operational judgment, accounting and financial analysis, operations management, crisis management, industry knowledge, international market perspective, leadership and decision- making abilities to lead the Company to become an industry pioneer and move towards sustainablemanagement. |
| Director Mr. Chu-Hsiang Yang |
M.S., Chemical Engineering, National Central University. Mr. Yang is the President of the Company. He possesses almost 30 years of work experience in complete panel industry and over 5 years of work experience in Commerce, Finance and otherwise necessary for the Business of the Company, as well as operational judgment, accounting and financial analysis, operations management, crisis management, industry knowledge, international market perspective,leadership and decision-making abilities. |
| Director Mr. Jyh-Chau Wang |
M.S., Materials Engineering, National Tsing-Hua University. Mr. Wang was former Chairman of the Company, with over 30 years of experience in flat display industry. He experiences in manufacturing and R&D of the display industry and has extensive business experience. He possesses over 5 years of work experience in Commerce, Finance and otherwise necessary for the Business of the Company, as well as operational judgment, financial analysis, operations management, crisis management, industry knowledge, international market perspective,leadership and decision-making abilities. |
| Director Mr. Ching-Lung Ting |
Mr. Ting was Executive Vice President of the Company and master in Electronics Engineering, National Taiwan University. With almost 30 years of experience in TFT-LCD industry. Specializing in TFT-LCD front-end process and production technologies and can introduce innovative fab designs and process technologies. He possesses over 5 years of work experience in Commerce, Finance and otherwise necessary for the Business of the Company, as well as operational judgment, accounting and financial analysis, operations management, crisis management, industry knowledge, international market perspective, leadership and decision-making abilities. |
| Independent Director Mr. Chi-Chia Hsieh |
Mr. Hsieh is the Chairman of Microelectronics Technology, Inc. and Ph. D of Mechanical Engineering, Santa Clara University, USA. Being the convener of the Company's Audit Committee and Remuneration Committee, and possessing over 5 years of work experience in Commerce, Finance and otherwise necessary for the Business of the Company. He specializes in market strategy and investment planning with extensive business experience, and possesses operational judgment, accounting and financial analysis, operations management, crisis management, industry knowledge, international market perspective, leadership and decision-making abilities. |
| Independent Director Mr. Chih-I Wu |
Ph.D., Electrical Engineering, Princeton University, USA. He is a Professor at Department of Electrical Engineering and Graduate Institute of Photonics and Optoelectronics, National Taiwan University; Vice President and Senior Technical Expert of Industrial Technology Research Institute, and member of Audit Committee of the Company. He has been teaching in the Department of Electrical Engineering and Graduate Institute of Photonics and Optoelectronics, National Taiwan University for nearly 20 years, has extensive knowledge in semiconductor related fields, has published many journals and conference papers, and holds several US patents. He possesses over 5 years of work experience necessary for the Business of the Company, as well as operations management, crisis management, industry knowledge, international market perspective,leadership and decision-making abilities. |
| Independent Director Mr. Chih-Wei Wu |
MBA, California State University, USA. Mr. Wu is the Chairman of Zhide Investment Co., Ltd., and member of the Company's Audit Committee and Remuneration Committee. He once served as the CEO of Credit Suisse AG (Switzerland). He possesses over 5 years of work experience in Commerce, Finance and otherwise necessary for the Business of the Company. He specializes in market strategy and investment planning with extensive business experience, and possesses operational judgment, accounting and financial analysis, operations management, crisis management, industry knowledge, international market |
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| Name / Title | Professional qualifications and experience | Professional qualifications and experience |
|---|---|---|
| perspective, leadership and decision-making abilities. | ||
| Independent Director Ms. Hsin-Bei Shen |
LL.M., University of Southern California, USA; passing Judicial Officer Examination and the Bar Examination. She is currently a Chair of the ESG Committee of the Taiwan Bar Association (TWBA) and the Legal Director and ESG Director of Skyborn Renewables Taiwan Co., Ltd. She is a member of the Audit Committee of the Company. She has been serving as a counselor of Tsar & Tsai Law Firm and a prosecutor in Prosecutors Office of Taipei District Court for over 10 years. She specializes in the green energy industry and is committed to promoting and supporting the government in completing ESG-related legislation and regulations. She possesses over 5 years of work experience in legal affairs and otherwise necessary for the Business of the Company, as well as operations management, crisis management, industry knowledge, international market perspective, leadership and decision-making abilities. |
|
| Independent Director Mr. Chi-Mo Huang |
M.S., Department of Electrical Engineering, National Tsing-Hua University, Taiwan. He is currently the Independent Director of Solid State System Company Limited, and member of the Company's Audit Committee and Remuneration Committee. He was the Chairman of Ili Technology Corp. He possesses nearly 30 years of experience in the display panel driver and touch IC industry, and specializes in design and R&D of driver IC with extensive business experience. He possesses over 5 years of work experience in Commerce, Finance and otherwise necessary for the Business of the Company, as well as operational judgment, operations management, crisis management, industry knowledge, international market perspective,leadershipand decision-makingabilities. |
|
| (2)Independence of directors | ||
| Name / Title | Independence | Number of positions as independent director in other public companies |
| Chairman Mr. Jin-Yang Hung |
Two years before being elected or during the term of office meets the following criteria in: (1) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (2) Not a Director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's Director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (3) Not a Director, supervisor, or employee of other companies controlled by the same person with over half of the Company's Director seats or shares with voting rights (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (4) Not a Director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (5) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and |
None |
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| Name / Title | Independence | Number of positions as independent director in other public companies |
|---|---|---|
| regulations related to mergers and acquisitions. (6) Not having a marital relationship, or a relative within the second degree of kinship to any other Directors of the Company. (7) Not having any of the situations set forth in Article 30 of the Company Act of the ROC. (8) Not a government agency, juristic person, or its representative set forth in Article27 ofthe CompanyAct oftheROC. |
||
| Director Mr. Chu-Hsiang Yang |
Two years before being elected or during the term of office meets the following criteria in: (1) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (2) Not a Director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's Director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (3) Not a Director, supervisor, or employee of other companies controlled by the same person with over half of the Company's Director seats or shares with voting rights (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (4) Not a Director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (5) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. (6) Not having a marital relationship, or a relative within the second degree of kinship to any other Directors of the Company. (7) Not having any of the situations set forth in Article 30 of the Company Act of the ROC. (8) Not a government agency, juristic person, or its representative set forth in Article27 ofthe CompanyAct oftheROC. |
None |
| Director Mr. Jyh-Chau Wang |
Two years before being elected or during the term of office meets the following criteria in: (1) Not an employee of the Company or any of its affiliates. (2) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (3) Not a Director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's Director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where theperson is an Independent Director of the Company,itsparent company, |
1 |
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| Name / Title | Independence | Number of positions as independent director in other public companies |
|---|---|---|
| subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (4) Not a Director, supervisor, or employee of other companies controlled by the same person with over half of the Company's Director seats or shares with voting rights (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (5) Not a Director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (6) Not a Director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (7) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. (8) Not having a marital relationship, or a relative within the second degree of kinship to any other Directors of the Company. (9) Not having any of the situations set forth in Article 30 of the Company Act of the ROC. (10) Not a government agency, juristic person, or its representative set forth in Article27 ofthe CompanyAct oftheROC. |
||
| Director Mr. Ching-Lung Ting |
Two years before being elected or during the term of office meets the following criteria in: (1) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (2) Not a Director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's Director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (3) Not a Director, supervisor, or employee of other companies controlled by the same person with over half of the Company's Director seats or shares with voting rights (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (4) Not a Director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (5) Not a Director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company,or |
None |
- 16 -
| Name / Title | Independence | Number of positions as independent director in other public companies |
|---|---|---|
| shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (6) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. (7) Not having a marital relationship, or a relative within the second degree of kinship to any other Directors of the Company. (8) Not having any of the situations set forth in Article 30 of the Company Act of the ROC. (9) Not a government agency, juristic person, or its representative set forth in Article27 of the CompanyActof theROC. |
||
| Independent Director Mr. Chi-Chia Hsieh |
Two years before being elected or during the term of office meets the following criteria in: (1) Not an employee of the Company or any of its affiliates. (2) Not a Director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an Independent Directors of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or personnel in (2) and (3). (5) Not a Director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's Director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (6) Not a Director, supervisor, or employee of other companies controlled by the same person with over half of the Company's Director seats or shares with voting rights (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (7) Not a Director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (8) Not a Director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (9) Not aprofessional individual who,or an owner, partner,Director,supervisor, |
None |
- 17 -
| Name / Title | Independence | Number of positions as independent director in other public companies |
|---|---|---|
| or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. (10) Not having a marital relationship, or a relative within the second degree of kinship to any other Directors of the Company. (11) Not having any of the situations set forth in Article 30 of the Company Act of the ROC. (12) Not a government agency, juristic person, or its representative set forth in Article27 of the CompanyActof theROC. |
||
| Independent Director Mr. Chih-I Wu |
Two years before being elected or during the term of office meets the following criteria in: (1) Not an employee of the Company or any of its affiliates. (2) Not a Director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an Independent Directors of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or personnel in (2) and (3). (5) Not a Director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's Director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (6) Not a Director, supervisor, or employee of other companies controlled by the same person with over half of the Company's Director seats or shares with voting rights (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (7) Not a Director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (8) Not a Director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (9) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee,or Merger and Acquisition Special Committeeperforming |
None |
- 18 -
| Name / Title | Independence | Number of positions as independent director in other public companies |
|---|---|---|
| duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. (10) Not having a marital relationship, or a relative within the second degree of kinship to any other Directors of the Company. (11) Not having any of the situations set forth in Article 30 of the Company Act of the ROC. (12) Not a government agency, juristic person, or its representative set forth in Article27 of the CompanyActof theROC. |
||
| Independent Director Mr. Chih-Wei Wu |
Two years before being elected or during the term of office meets the following criteria in: (1) Not an employee of the Company or any of its affiliates. (2) Not a Director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an Independent Directors of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or personnel in (2) and (3). (5) Not a Director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's Director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (6) Not a Director, supervisor, or employee of other companies controlled by the same person with over half of the Company's Director seats or shares with voting rights (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (7) Not a Director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (8) Not a Director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (9) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. (10) Not having a marital relationship, or a relative within the second degree of kinship to any other Directors of the Company. (11) Not having any of the situations set forth in Article 30 of the Company Act of the ROC. |
1 |
- 19 -
| Name / Title | Independence | Number of positions as independent director in other public companies |
|---|---|---|
| (12) Not a government agency, juristic person, or its representative set forth in Article27 of the CompanyActof theROC. |
||
| Independent Director Ms. Hsin-Bei Shen |
Two years before being elected or during the term of office meets the following criteria in: (1) Not an employee of the Company or any of its affiliates. (2) Not a Director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an Independent Directors of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or personnel in (2) and (3). (5) Not a Director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's Director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (6) Not a Director, supervisor, or employee of other companies controlled by the same person with over half of the Company's Director seats or shares with voting rights (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (7) Not a Director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (8) Not a Director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (9) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. (10) Not having a marital relationship, or a relative within the second degree of kinship to any other Directors of the Company. (11) Not having any of the situations set forth in Article 30 of the Company Act of the ROC. (12) Not a government agency, juristic person, or its representative set forth in Article 27 of the CompanyAct of the ROC. |
2 |
- 20 -
| Name / Title | Independence | Number of positions as independent director in other public companies |
|---|---|---|
| Independent Director Mr. Chi-Mo Huang |
Two years before being elected or during the term of office meets the following criteria in: (1) Not an employee of the Company or any of its affiliates. (2) Not a Director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an Independent Directors of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or personnel in (2) and (3). (5) Not a Director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's outstanding shares, a top five shareholder, or appointed as the Company's Director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (6) Not a Director, supervisor, or employee of other companies controlled by the same person with over half of the Company's Director seats or shares with voting rights (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (7) Not a Director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (8) Not a Director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an Independent Director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). (9) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the Company or to any affiliate of the Company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. (10) Not having a marital relationship, or a relative within the second degree of kinship to any other Directors of the Company. (11) Not having any of the situations set forth in Article 30 of the Company Act of the ROC. (12) Not a government agency, juristic person, or its representative set forth in Article 27 of the CompanyAct of the ROC. |
1 |
- 21 -
3. Diversity and independence of the Board
The Company stipulates guidelines for diversity in its Corporate Governance Principles to strengthen the function of the Board of Directors. The nomination and election of the Company’s Board members are in accordance with the provisions of its Articles of Incorporation, adopting the candidates’ nomination system and submitted to the shareholders meeting for election upon the Board of Directors’ resolution. According to Article 20, Paragraph 4 of the Corporate Governance Principles of the Company, all Board members shall have the knowledge, skills and experience necessary to perform their duties. To achieve the ideal goal of corporate governance. The Board of Directors shall possess the following abilities:
-
(1) Ability to make operating judgments.
-
(2) Ability to perform accounting and financial analysis.
-
(3) Ability to conduct management administration.
-
(4) Ability to conduct crisis management.
-
(5) Knowledge of the industry.
-
(6) An international market perspective.
-
(7) Ability to lead.
-
(8) Ability to make policy decisions.
To strengthen corporate governance and promote the sound development of the Board of Directors’ composition and structure, the Company’s policy on diversity of board members per Article 20, Paragraph 3 of its Corporate Governance Principles indicates that: the composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company managerial officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
-
(1) Basic requirements and values: Gender, age, nationality, and culture.
-
(2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology,) professional skills and industry experience.
The Company’s current Board of Directors consists of 9 directors, including 4 non-independent directors and 5 independent directors. All members are prominent and worthy personage in industry and academia and possess knowledge of finance, business and industry; an international market perspective; and professional ability to lead, make an operating judgment, manage the business and do crisis management. There are not any matters specified in Paragraph 3 and 4 of Article 26-3 of the Securities and Exchange Act. Directors who are also employees of the Company account for 22.22% of the Board. Independent directors account for 55.56%. Female directors account for 11.11%. Four independent directors has served for less than 3 years and one independent director has served for more than 9 years. One director is aged 40-49. Three directors are aged 50-59. Four directors are aged 60-69 and one director is aged 80-89.
-
If the number of directors of the same gender on the board of directors of the company is less than one-third, state the reasons and the measures to be taken to improve the gender diversity of the board of directors:
-
(1) Reason: The Company has established 9 directors in accordance with its Articles of Association. The current directors have been elected by shareholders at the regular meeting on June 24, 2022. There is only one female director, which complies with relevant laws and regulations, but still does not reach one-third. Due to the characteristics of the industry, it is not easy to find talents in a short period of time.
-
(2) Measures taken: The Company attaches great importance to gender equality in the composition of its Board of Directors and aims to increase the number of female directors to more than one-third. In the future, the Company will seek recommendations from various channels and strive to increase the number of female directors to enhance corporate governance effectiveness and implement the board diversity policy.
-
22 -
Implementation of the diversity of the Board members is as follows:
| Title | Name | Basic Requirements and Values | Basic Requirements and Values | Basic Requirements and Values | Basic Requirements and Values | Basic Requirements and Values | Basic Requirements and Values | Basic Requirements and Values | Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | Seniority of Independent Director |
Seniority of Independent Director |
Seniority of Independent Director |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | Current positions in the Company |
Age | Operational Judgments |
Management Administration |
Finance& Accounting |
Business & Economics |
Crisis Management | Knowledge of the industry |
International market perspective |
Ability to lead and to make policy decisions |
Below 3 years | 4-9 years | Over 9 years | |||||
| 40-49 years old | 50-59 years old | 60-69 years old | 80-89 years old | ||||||||||||||||
| Chairman | Jin-Yang Hung | TW | Male | V | - | V | - | - | V | V | V | V | V | V | V | V | - | - | - |
| Director | Chu-Hsiang Yang | TW | Male | V | - | V | - | - | V | V | V | V | V | V | V | V | - | - | - |
| Director | Jyh-Chau Wang | TW | Male | - | - | - | V | - | V | V | V | V | V | V | V | V | - | - | - |
| Director | Ching-Lung Ting | TW | Male | - | - | - | V | - | V | V | V | V | V | V | V | V | - | - | - |
| Independent Director |
Chi-Chia Hsieh | TW | Male | - | - | - | - | V | V | V | V | V | V | V | V | V | - | - | V |
| Independent Director |
Chih-I Wu | TW | Male | - | - | V | - | - | V | - | V | V | V | V | V | V | V | - | - |
| Independent Director |
Chih-Wei Wu | TW | Male | - | - | - | V | - | V | V | V | V | V | V | V | V | V | - | - |
| Independent Director |
Hsin-Bei Shen | TW | Female | - |
V | - | - | - | V | V | V | V | V | - | V | V | V | - | - |
| Independent Director |
Chi-Mo Huang | TW | Male | - | - | - | V | - | V | V | V | V | V | V | V | V | V | - | - |
Specific management objectives of the Board’s diversity policy and their achievement
| Management Objectives | Achievement |
|---|---|
| The number of directors who are also managerial officers of the Company should not exceed one-third of thetotal numberofdirectors |
Achieved |
| The Board members contains at least one female director | Achieved |
| Independent directors shall serve no more than three consecutive terms | Achieved |
.
- 23 -
2.1.2 Management Team
Maech 9, 2025; Unit: Shares
| Maech | 9,2025;Unit: Shares | 9,2025;Unit: Shares | 9,2025;Unit: Shares | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | National ity |
Name (Note 1) |
Gender | Date Effective |
Shareholding | Shareholdings of spouse and underage children |
Shares held through nominees |
Experience (Education) | Other Position |
Spouse or relatives of second degree or closer acting as managerial officer |
|||||
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||
| Chairman & CEO |
TW | Jin-Yang Hung | Male | 2018.06.21 | 1,651,311 | 0.02 |
- | - | - | - | MBA, Department of Business Administration, Columbia University, USA Special Assistant to Chairman, Innolux Corporation Associate VP, Foxconn Group President, TCC International Holdings Limited Managing Director, BNP Paribas Asset Management ExecutiveDirector, GoldmanSachs Group,Inc. |
Note 2 | - | - | - |
| President & COO |
TW | Chu-Hsiang Yang | Male | 2010.03.18 | 2,062,128 | 0.03 |
6,016 | - |
- | - | M.S., Chemical Engineering, National Central University Vice President, Innolux Corporation Associate VP, Chi MeiOptoelectronics Corporation |
Note 3 | - | - | - |
| Executive VP | TW | Hung-Wen Yang | Male | 2007.06.01 | 706,793 | 0.01 |
- | - | - | - | M.S., Chemical Engineering, National Cheng Kung University Plant Directors, Sintek Photronic Corp Deputy Plant Directors, AUO Corporation Manager,Unipac Optoelectronics Corp. |
Director, Innolux Education Foundation |
- | - | - |
| Vice President | TW | Chih-Ming Chen | Male | 2010.03.18 | 308,891 | - |
652 | - |
- | - | Graduated from Metallurgy and Materials Science Research Institute of National Cheng Kung University Engineer, Shyen Sheng Fuat Steel & Iron Works Co., Ltd Senior Engineer,Unipac Optoelectronics Corp. |
Note 4 | - | - | - |
| Vice President | TW | Tai-Chi Pan | Male | 2010.03.18 | 632,811 | 0.01 |
- | - | - | - | Graduated in Electrical Engineering of National Cheng Kung University Assistant Manager,Unipac Optoelectronics Corp. |
- | - | - | - |
| Vice President | TW | Ching-Wen Huang | Female | 2019.07.03 | 469,618 | 0.01 |
- | - | - | - | Bachelor of Taipei Institute of Business Technology Assistant Manager of Materials, Unipac Optoelectronics Corp. Assistant Manager of Materials,AUO Corporation |
Director, Innolux Education Foundation |
- | - | - |
| Sr. Associate VP | TW | Ke-Yi Kao | Male | 2010.03.18 | 750,906 | 0.01 |
- | - | - | - | M.S., Chemical Engineering, University of Florida, USA Assistant Manager,Unipac Optoelectronics Corp. |
Director, BE Epitaxy Semiconductor TechnologyCo.,Ltd. |
- | - | - |
| Associate VP | TW | Chien-Hung Liao | Male | 2021.12.20 | 345,198 | - |
308 | - |
- | - | Master Program in Industrial Management, Department of Food Science, Tunghai University General Director, Innolux Corporation Director, Chi Mei Optoelectronics Corporation Engineer, WUS Printed Circuit Co., Ltd. Management Associate, Standard Foods Corporation Special Assistant to President,Sinon Corporation |
Director, Innolux Optoelectronics India Private Limited |
- | - | - |
| Associate VP | TW | Chueh-Ju Chen | Female | 2024.02.01 | 115,874 | - |
391 | - |
- | - | M.S., Photonics, National Chiao Tung University Engineer, AUO Corporation |
Director, Innocom Technology (Shenzhen)Ltd. |
- | - | - |
- 24 -
| Title | National ity |
Name (Note 1) |
Gender | Date Effective |
Shareholding | Shareholding | Shareholdings of spouse and underage children |
Shareholdings of spouse and underage children |
Shares held through nominees |
Shares held through nominees |
Experience (Education) | Other Position |
Spouse or relatives of second degree or closer acting as managerial officer |
Spouse or relatives of second degree or closer acting as managerial officer |
Spouse or relatives of second degree or closer acting as managerial officer |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||
| Associate VP | TW | Chiu-Lien Yang | Female | 2024.02.01 | 126,004 | - |
- | - | - | - | Ph. D., Photonics, National Chiao Tung University Assistant Manager, Picvue Electronics Co., Ltd. |
Director, best Epitaxy Manufacturing CompanyLtd. |
- | - | - |
| Associate VP | TW | Jun-Hao Peng | Male | 2024.02.01 | 119,316 | - |
- | - | - | - | M.S., Technology and Engineering, National Taiwan Normal University Administrator, Winbond Electronics Corporation |
Supervisor, Innolux Japan Co., Ltd. Director, Innolux Education Foundation |
- | - | - |
| Associate VP | TW | Yi-Ping Lee | Male | 2024.02.01 | 105,799 | - |
- | - | - | - | Bachelor, Department of Information Management, Tamkang University Assistant Manager, Taiwan Semiconductor Manufacturing Company Limited Manager, G.T. Digital Information Co., Ltd. Senior Engineer, Mosel Vitelic Inc. Engineer,UMAX Computer Corporation |
- | - | - | - |
| Associate VP | TW | Ching-Chien Chen | Female | 2024.02.01 | 125,547 | - |
- | - | - | - | M.S., EMBA, National Sun Yat-sen University Master of Business Administration, The Chinese University of Hong Kong Office Clerk,KaohsiungHitachi Electronics Co.,Ltd. |
- |
- | - | - |
| Financial Officer |
TW | Wei-Cheng Chiu | Male | 2023.02.15 | 87,389 | - |
- | - | - | - | Bachelor, Department of Accounting, Tamkang University Chief Financial Officer, Hong Kong Changlong Enterprises Co., Ltd. Accounting Officer, Hsin Chong Chemical Co., Ltd. Manager of Finance Department, Taiwan Cement Corporation |
- | - | - | - |
| Accounting Officer |
TW | Rou-Li Cheng | Female | 2023.02.15 | 50,946 | - |
- | - | - | - | Bachelor, Department of Accounting, Tamkang University Accounting Section Manager, Chi Mei Optoelectronics Corporation |
Note 5 | - | - | - |
| Corporate Governance Officer |
TW | Chih-Huang Chang |
Male | 2024.06.01 | 107,803 | - |
- | - | - | - | Master of Law, National Cheng Kung University Master of Structural Engineering, Graduate Institute of Civil Engineering, National Taiwan University Bachelor of Aerospace Engineering, National Cheng Kung University Chief Legal Officer, Innolux Corporation Huajing Technology Group/Huajing Technology (Stock) Co., Ltd. Group Legal Director ASE Group/ASE Semiconductor Corp. Group Legal Director and Group Legal and Intellectual Property Director Project Manager, AECOM Engineering Consultants Ltd. |
- |
- | - | - |
Note 1: Existing managerial officers as of the printed date of the annual report. Note 2: Please refer to Note 3 on page 12 of this annual report. Note 3: Please refer to Note 4 on page 12 of this annual report.
Note 4: Concurrently as Directors of Innolux Education Foundation and GIO Optoelectronics Corp. (Statutory representative) Note 5: Concurrently as Director of Innolux Hong Kong Limited, and Supervisors of Innolux Japan Co., Ltd., Ningbo Innolux Optoelectronics Ltd. and Ningbo Innolux Display Ltd.
- 25 -
2.1.3 Where the chairperson and president or equivalent position (highest level executive officer) is the same person, the spouse, or a first-degree relative, provide
information on the reason, reasonableness, necessity, and future improvement measures: Please refer to page 12, Note 12 of this annual report.
2.2 Remuneration of Directors, President, and Vice President
2.2.1 Remuneration to Directors and Independent Directors
Unit: NT$ thousand; thousand shares; %
| Title | Name (Note 1) | Remuneration of Directors | Remuneration of Directors | Remuneration of Directors | Remuneration of Directors | Remuneration of Directors | Remuneration of Directors | Remuneration of Directors | Remuneration of Directors | Ratio of Total Remuneration (A+B+C+D) to Net Income (Loss) (%) (Note8) |
Ratio of Total Remuneration (A+B+C+D) to Net Income (Loss) (%) (Note8) |
Relevant Remuneration Received by Directors Who are Also Employees | Relevant Remuneration Received by Directors Who are Also Employees | Relevant Remuneration Received by Directors Who are Also Employees | Relevant Remuneration Received by Directors Who are Also Employees | Relevant Remuneration Received by Directors Who are Also Employees | Relevant Remuneration Received by Directors Who are Also Employees | Relevant Remuneration Received by Directors Who are Also Employees | Relevant Remuneration Received by Directors Who are Also Employees | Ratio of Total Remuneration (A+B+C+D+E+ F+G) to Net Income (Loss) (%) (Note8) |
Ratio of Total Remuneration (A+B+C+D+E+ F+G) to Net Income (Loss) (%) (Note8) |
Remuneration Paid to Directors from an Invested Company Other than the Company ’ s Subsidiary (Note 9) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Remuneration (A) (Note 2) |
Severance Pay (B) | Directors Remuneration (C) (Note 3) |
Expenses and perquisites (D) (Note 4) |
Salary, Bonuses, and Special Disbursement (E) (Note 5) |
Severance Pay (F) (Note 6) |
Employees Remuneration (G) (Note 7) | ||||||||||||||||
| The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||||||||||
| Chairman | Jin-Yang Hung | 6,300 | 6,600 |
- |
- |
3,433 | 3,460 |
320 |
420 |
0.16 | 0.16 |
153,995 | 155,135 |
216 |
216 |
7,973 |
- |
7,973 | - |
2.66 | 2.69 |
- |
| Director | Chu-Hsiang Yang | |||||||||||||||||||||
| Director | Jyh-Chau Wang | |||||||||||||||||||||
| Director | Ching-Lung Ting | |||||||||||||||||||||
| Independent Director |
Chi-Chia Hsieh | 12,000 | 12,000 |
- |
- | 3,433 | 3,433 |
380 |
380 |
0.24 | 0.24 | - | - | - | - | - | - | - | - | 0.24 | 0.24 | - |
| Independent Director |
Chih-I Wu | |||||||||||||||||||||
| Independent Director |
Chih-Wei Wu | |||||||||||||||||||||
| Independent Director |
Hsin-Bei Shen | |||||||||||||||||||||
| Independent Director |
Chi-Mo Huang |
-
Please describe the policy, system, standard, and structure of remuneration to Independent Directors, and the correlation between duties, risk, and time input with the amount of remuneration:
-
For the remuneration of Independent Directors, besides referring to results of Directors performance evaluations, the Remuneration Committee considers each Director’s degree of participation and contribution to the
-
Company’s operations, links the reasonableness and fairness of performance and risks to remuneration, considers the Company’s business performance and the remuneration standards of competitors, and makes recommendations to the Board of Directors in accordance with the Company's Articles of Incorporation.
-
Other than as disclosed in the above table, the remuneration earned by Directors providing services (e.g. providing consulting services as a non-employee) to the Company and all consolidated entities in the latest fiscal year: None.
Note 1: Please fill in the remuneration information of directors (including independent directors) who served in 2024.
Note 2: Refers to directors’ base remuneration paid in 2024.
Note 3: The proposal of 2024 directors remuneration distribution has resolved by the Board of Directors. Note 4: Refers to the relevant expenses and perquisites of directors in 2024.
Note 5: Refers to the salaries, bonuses and special disbursement, etc. received by employee directors in 2024. Note 6: Refers to the amounts transferred to government authorities in 2024. Note 7: The proposal of 2024 employee remunerations has resolved by the Board of Directors.
Note 8: Net income (loss) after tax refers to the net income (loss) after tax in the parent company only financial statements for the year ended December 31, 2024.
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Range of Remuneration table
| Range of Remunerationtable | Range of Remunerationtable | Range of Remunerationtable | Range of Remunerationtable | |
|---|---|---|---|---|
| Range of Remuneration | Name of Directors | |||
| Total (A+B+C+D) | Total (A+B+C+D+E+F+G) | |||
| The Company | All companies in the financial report |
The Company | All companies in the financial report |
|
| Less than NT$ 1,000,000 | ||||
| NT$1,000,000(inclusive) ~ NT$2,000,000(exclusive) | Chu-Hsiang Yang, Jyh-Chau Wang, Chin-Lung Ting |
Chu-Hsiang Yang, Chin-Lung Ting |
||
| NT$2,000,000(inclusive) ~ NT$3,500,000(exclusive) | Chi-Chia Hsieh, Chih-I Wu, Chih-Wei Wu, Hsin-Bei Shen, Chi-Mo Huang |
Jyh-Chau Wang, Chi-Chia Hsieh, Chih-I Wu, Chih-Wei Wu, Hsin-Bei Shen, Chi-Mo Huang |
Chi-Chia Hsieh, Chih-I Wu, Chih-Wei Wu, Hsin-Bei Shen, Chi-Mo Huang |
Chi-Chia Hsieh, Chih-I Wu, Chih-Wei Wu, Hsin-Bei Shen, Chi-Mo Huang |
| NT$3,500,000(inclusive)~NT$5,000,000(exclusive) | ||||
| NT$5,000,000(inclusive)~NT$10,000,000(exclusive) | Jin-Yang Hung | Jin-Yang Hung | ||
| 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) | Jin-Yang Hung, Chu-Hsiang Yang, Jyh-Chau Wang, Chin- Lung Ting |
Jin-Yang Hung, Chu-Hsiang Yang, Jyh-Chau Wang, Chin- Lung Ting |
||
| NT$50,000,000(inclusive)~NT$100,000,000(exclusive) | ||||
| NT$100,000,000 and above | ||||
| Total | 9 | 9 | 9 | 9 |
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2.2.2 Remuneration of the President and Vice Presidents
| 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents | 2.2.2 Remuneration of the President and Vice Presidents |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit: NT$ thousand;thousand shares;% | ||||||||||||||
| Title | Name (Note 1) |
Salary (A) (Note 2) |
Severance Pay (B) (Note 3) |
Bonuses and Special Disbursement (C) (Note4) |
Employee Remuneration (D) (Note 5) | Ratio of Total Remuneration (A+B+C+D) to Net Income (Loss) (%) (Note 6) |
Remuneration Paid to the President and Vice Presidents from an Invested Company Other than the Company’s Subsidiary |
|||||||
| The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
The Company | All companies in the financial report |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||
| Chairman & CEO |
Jin-Yang Hung | 36,057 | 36,057 | 576 |
576 |
170,484 | 170,484 |
11,008 |
- |
- | - | 3.37 | 3.37 | - |
| President & COO |
Chu-Hsiang Yang | |||||||||||||
| Executive VP | Hung-Wen Yang | |||||||||||||
| Vice President |
Chih-Ming Chen | |||||||||||||
| Tai-Chi Pan | ||||||||||||||
| Ching-Wen Huang (Note 7) |
||||||||||||||
| Jun-Yi Yu(Note 8) |
Note 1: The remuneration information of president and vice president who served in 2024. Note 2: Refers to remuneration paid in 2024. Note 3: Refers to the amounts transferred to government authorities in 2024. Note 4: Refers to the salaries, bonuses and special disbursement, etc. in 2024. Note 5: The proposal of 2024 employee remunerations has resolved by the Board of Directors.
Note 6: Net income (loss) after tax refers to the net income (loss) after tax in the parent company only financial statements for the year ended December 31, 2024 Note 7: Promotion on February 1, 2024. Note 8: Retirement on May 31, 2024.
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Remuneration Bracket Table
| Remuneration Bracket Table | Remuneration Bracket Table | |
|---|---|---|
| Range of Remuneration | Name of the Presidents and the Vice Presidents | |
| The Company | All companies in the financial report | |
| Less than NT$ 1,000,000 | ||
| NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) | Jun-Yi Yu | Jun-Yi Yu |
| NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) | ||
| 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) | Ching-Wen Huang | Ching-Wen Huang |
| NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive) | Jin-Yang Hung, Chu-Hsiang Yang, Hung-Wen Yang, Chih- Ming Chen, Tai-Chi Pan |
Jin-Yang Hung, Chu-Hsiang Yang, Hung-Wen Yang, Chih- Ming Chen, Tai-Chi Pan |
| NT$50,000,000 (inclusive)~NT$100,000,000 (exclusive) | ||
| NT$100,000,000 and above | ||
| Total | 7 | 7 |
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2.2.3 Names and Distributions of Employee Profit-Sharing Remunerations to Managerial Officers
Unit: NT$ thousands as of March 31, 2025
| Title | Name (Note 1) | Employee remuneration in stock |
Employee remuneration in cash (Note 2) |
Total | Ratio of total amount to net income (%) (Note 3) |
|
|---|---|---|---|---|---|---|
| Executive officers | Chairman & CEO | Jin-Yang Hung | - | 16,958 | 16,958 |
0.26 |
| President & COO | Chu-Hsiang Yang | |||||
| Executive Vice President | Hung-Wen Yang | |||||
| Vice President | Chih-Ming Chen | |||||
| Vice President | Tai-Chi Pan | |||||
| Vice President /Corporate Governance Officer |
Jun-Yi Yu(Note 4) | |||||
| Vice President | Jing-Wen Huang(Note 5) |
|||||
| Sr. Associate VP | Ke-Yi Kao(Note 5) | |||||
| Associate Vice President | Jhih-Syuan Wang (Note 6) |
|||||
| Associate Vice President | Chien Hung Liao | |||||
| Associate Vice President | Chiu-Lien Yang(Note 5) |
|||||
| Associate Vice President | Chueh-Ju Chen(Note 5) |
|||||
| Associate Vice President | Ching-Chien Chen(Note 5) |
|||||
| Associate Vice President | Jun-Hao Peng (Note 5) |
|||||
| Associate Vice President | Yi-Ping Lee(Note 5) | |||||
| Corporate Governance Officer |
Chih-Huang Chang(Note 7) |
|||||
| Financial Supervisor | Wei-Cheng Chiu | |||||
| Accounting Supervisor | Rou-Li Cheng |
Note 1: Existing Management as of the date of 2024.
Note 2: The amount of individual employee remuneration has been approved by the Board of Directors. Note 3: Net income after tax refers to the net income after tax in the Alone company only financial statements for the year ended December 31, 2024
Note 4: Retirement on May 31, 2024.
Note 5: Promotion on February 1, 2024. Note 6: Dismissal on May 16, 2024. Note 7: Promotion on June 1, 2024.
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2.2.4 Comparison of Remuneration for Directors, Presidents, and Vice Presidents in the Most Recent Two Fiscal
Years and Remuneration Policy for Directors, Presidents, and Vice Presidents
- The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the most recent two fiscal years to Directors, presidents, and vice presidents of the Company to the percentage of net income stated in the parent company only financial reports or individual financial reports.
| financial reports. | ||||
|---|---|---|---|---|
| Fiscal Year Item |
Ratio of total remuneration paid to net income (loss) |
|||
| 2023 | 2024 (Note) | |||
| The Company | All Companies in the consolidated financial statements |
The Company | All Companies in the consolidated financial statements |
|
| Director | (0.53) | (0.54) | 2.90 | 2.93 |
| Presidents & Vice Presidents | (0.48) | (0.48) | 3.37 | 3.37 |
Note: The amount has been approved by the Board of Directors.
-
The policies, standards, and packages, for the payment of remuneration, the procedures for determining remuneration, and its linkage to operating performance.
-
(I) Policies, standards and packages of remuneration of the Company
According to the Company's remuneration policy, the remuneration of Directors, the President and the Vice President shall be determined by the Remuneration Committee after considering the Company's operation performance, personal performance and responsibilities, and incorporating into the contributions and performance of sustainable corporate governance indicators of three aspects, economic, environmental, and social, as well as the relationship and rationality between the industry development trend and future operation risks, and by referring to the level of external remuneration market and similar positions in the industry; the Board of Directors shall comprehensively consider the amount of remuneration, payment method, etc. for a resolution.
- (II) The procedure for determining remuneration, and its linkage to operating performance and future risk exposure.
The remunerations to directors and managerial officers are regularly evaluated based on the performance evaluation results obtained according to the “Rules for Evaluating Board of Directors and Functional Committee Performance” and the “Performance Management Regulations” applicable to managerial officers and employees, respectively. In addition, the remuneration to managerial officers is determined with reference to the “Managerial Officers Remuneration Regulations” and the operating performance indicators of the associates, including financial indicators such as annual revenue and EPS, and non-financial indicators such as ESG sustainable management results. Based on the recognition of representative sustainability-related awards at home and abroad (such as GCSA, TCSA, etc.) and the three major rankings of E, S, and G in the DJSI, 0~5% weighting is given by reviewing the performance to formulate a high-level remuneration, which will be reviewed by the Remuneration Committee and submitted to the Board of Directors for approval.
In addition, in accordance with Article 21 of the Company's Articles of Incorporation, the distribution of employees' remuneration shall not be lower than 5% of and the directors’ remuneration shall not be higher than 0.1% of the current year pre-tax income before deducting the distributable employees’ and directors’ remuneration of the Company.
The Company allocates directors’ and employees’ remuneration based on the actual annual profit and the ratio specified in the Articles of Incorporation. The Remuneration Committee shall make a proposal after considering the industrial environment, the Company’s operating conditions, as well as the directors’, the president’s and the vice president’s responsibilities, contribution and goal achievement, and then submit it to the Board of Directors for resolution, and distribute the remuneration after reporting to the shareholders’ meeting.
The reasonableness of the remuneration shall be reviewed by the Remuneration Committee and the Board of Directors, and the remuneration system shall be reviewed from time to time according to the actual business situation and relevant laws and regulations, so as to achieve a balance between the Company’s sustainable operation and risk control.
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2.3 Implementation of Corporate Governance
2.3.1 Operations of the Board of Directors
A total of 4 meetings of the Board of Directors were held in the previous (2024) period. Directors’ attendance was as follows:
| as follows: | |||||
|---|---|---|---|---|---|
| Title | Name | Attendance in Person |
By Proxy | Attendance Rate (%)(Note) |
Remarks |
| Chairman | Jin-YangHung | 4 | - | 100.00% | |
| Director | Chu-HsiangYang | 4 | - | 100.00% | |
| Director | Jyh-Chau Wang | 4 | - | 100.00% | |
| Director | Chin-LungTing | 4 | - | 100.00% | |
| Independent Director | Chi-Chia Hsieh | 4 | - | 100.00% | |
| Independent Director | Chih-I Wu | 4 | - | 100.00% | |
| Independent Director | Chih-Wei Wu | 4 | - | 100.00% | |
| Independent Director | Hsin-Bei Shen | 3 | 1 | 75.00% | |
| Independent Director | Chi-Mo Huang | 4 | - | 100.00% |
Note: The actual attendance (%) was calculated based on the number of Board meetings and the actual number of attendances during his/hers tenure.
Other items to be recorded:
I. If any of the following circumstances occur, the dates of the meetings, term, and motion contents, all independent directors’ opinions and the Company’s response should be specified:
- (I) Matters referred to in Article 14-3 of the Securities and Exchange Act.
Total 6 meetings of the Board were held in the period from 2024 to the printed date of the annual report. For the resolutions please refer the pages 73-74 of the annual report. All independent directors did not object to the matters listed in Article 14-3 of the Securities Exchange Act and approved the resolution as presented.
- (II)Other matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the Board of Directors:None.
II. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, motion contents, reasons for avoidance of interests and voting should be specified:
| Board Meetings | Directors’ Name | Motion Contents | Reasons for avoidance of interests |
Voting |
|---|---|---|---|---|
| 8th meeting of the 9th term 2024.02.22 |
Chairman, Jin-Yang Hung Director, Chu-Hsiang Yang Director, Jyh-Chau Wang Director,Chin-LungTing |
Proposal for the 2023 remunerations to managerial officers and employee directors |
As the interest persons in this case, the directors evaded their interests in accordance with the law |
Did not participate in discussion or voting |
| 11th meeting of the 9th term 2024.10.29 |
Chairman, Jin-Yang Hung Director, Chu-Hsiang Yang Director, Jyh-Chau Wang Director,Chin-LungTing |
Proposal for the 2024 remunerations to managerial officers and employee directors |
As the interest persons in this case, the directors evaded their interests in accordance with the law |
Did not participate in discussion or voting |
| 13th meeting of the 9th term 2025.03.13 |
Chairman, Jin-Yang Hung Director, Chu-Hsiang Yang Director, Jyh-Chau Wang |
Planned donation to the Crowdfunding Education Foundation |
As the interest persons in this case, the directors evaded their interests in accordance with the law |
Did not participate in discussion or voting |
| Chairman, Jin-Yang Hung Director, Chu-Hsiang Yang Director, Jyh-Chau Wang Director,Chin-LungTing |
Proposal for the 2024 remunerations to managerial officers and employee directors |
As the interest persons in this case, the directors evaded their interests in accordance with the law |
Did not participate in discussion or voting |
|
| Chairman, Jin-Yang Hung Director, Chu-Hsiang Yang Director, Jyh-Chau Wang Director,Chin-LungTing |
Proposal for the 2024 remunerations to managerial officers and employee directors |
As the interest persons in this case, the directors evaded their interests in accordance with the law |
Did not participate in discussion or voting |
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III. Execution of Board Performance Evaluation:
| Type | Evaluation Cycle |
Evaluation Period |
Evaluation Scope | Evaluation Method | Evaluation Content and Result |
|---|---|---|---|---|---|
| Self- evaluation |
Once a year | 2024.01.01- 2024.12.31 |
Board of Directors, functional committees (including the Audit Committee and the Remuneration Committee) and individual directors |
Self-evaluation of Board of Directors, functional committees (including the Audit Committee and the Remuneration Committee) and individual directors |
Evaluation items: 1. The evaluation of the Board as a whole: which should cover, participation in the Company’s operation; the Board' decision making quality; the composition and structure of the Boards; the election and continuing education of directors; and internal control. 2. Functional committees: which should cover participation in the Company’s operation; understanding of the duties of functional committees; the functional committees’ decision-making quality; the composition of functional committees and the election of their members and internal control. 3. Individual directors: which should cover alignment of the goals and missions of the Company; understanding of the duties and responsibilities of directors; participation in the Company’s operation; management of internal relationships and communications; professionalism and continuing education; and internal control. Evaluation results: The evaluation results are divided into five levels: very poor (strongly disagree), poor (disagree), moderate (average), good (agree) and excellent (strongly agree). The internal self-evaluation results of the Company's “Board of Directors”, “Board Members”, “Audit Committee” and “Remuneration Committee” are good, good, excellent, and excellent, respectively, which sufficiently indicate that the Company's Board of Directors and functional committees are operating outstandingly. |
- 33 -
IV. Targets for strengthening of the functions of the Board during the current and immediately preceding fiscal years (e.g. establishing an audit committee and enhancing information transparency) and the implementation status evaluation:
-
(I) The Board of Directors shall direct the Company’s strategy, supervise the management team, be responsible to the Company and shareholders’ meeting, and make arrangements for the various operations and arrangements of the Company’s governance system to ensure that it exercises its authorities in accordance with laws and regulations, the Company’s Articles of Incorporation or the resolutions of the shareholders’ meeting.
-
(II) The Company has established an Audit Committee on July, 2016 to exercise the authorities required by the Securities and Exchange Act, the Company Act and other laws and regulations to assist the Board of Directors in supervising the Company’s quality and integrity in the implementation of relevant accounting, auditing, financial reporting procedures and financial control. Please see pages 34-35 for the detail of the Audit Committee’s operation.
-
(III) The Company has established Remuneration Committee on August, 2011 and set up standard for the directors and managers. The Remuneration Committee is also in charge of making regular review of performance of the directors and managers, and the related remuneration policy, system, standard, and structure. Please see pages47-48 for the detail of the Remuneration Committee’s operation.
-
(IV) The Company has re-elected its Board of Directors at extraordinary general meeting on June 24, 2022. The new Board is made of 9 Board members, including 5 independent directors. All non-independent directors are held by natural persons, and independent directors exceed half of Board members, thus strengthening the Board function and corporate governance.
-
(V) The Board members continuing education extending beyond the scope of the professional expertise of the Directors, and to select courses encompassing corporate governance related topics such as finance, risk management, business, commerce, legal affairs, accounting, and sustainable development, or courses relating to internal control systems or liability for financial reports to enhance the awareness and implementation of corporate governance by Board members. Please see pages 69-70 for the detail of the status of directors ' participation in corporate governance related courses and trainings.
V. Attendance of independent directors at 2024 Board Meetings
| Board Meetings |
Independent Director Chi-Chia Hsieh |
Independent Director Chih-IWu |
Independent Director Chih-WeiWu |
Independent Director Hsin-BeiShen |
Independent Director Chi-MoHuang |
|---|---|---|---|---|---|
| 8th meeting of the 9th term 2024.02.22 |
Attend in person |
Attend in person | By Proxy | Attend in person | Attend in person |
| 9th meeting of the 9th term 2024.04.19 |
Attend in person |
Attend in person | Attend in person | Attend in person | Attend in person |
| 10th meeting of the 9th term 2024.07.30 |
Attend in person |
Attend in person | Attend in person | Attend in person | Attend in person |
| 11th meeting of the 9th term 2024.10.29 |
Attend in person |
Attend in person | Attend in person | Attend in person | Attend in person |
2.3.2 Operations of the Audit Committee
A total of 4 audit committee meetings were held in the previous (2024) period. The attendance of the independent directors was as follows:
| Title | Name | Attendance in Person |
By Proxy | Attendance Rate (%)(Note) |
Remarks |
|---|---|---|---|---|---|
| Independent Director | Chi-Chia Hsieh | 4 | - | 100.00% | |
| Independent Director | Chih-I Wu | 4 | - | 100.00% | |
| Independent Director | Chih-Wei Wu | 3 | 1 | 100.00% | |
| Independent Director | Hsin-Bei Shen | 4 | - | 75.00% | |
| Independent Director | Chi-Mo Huang | 4 | - | 100.00% |
Note : The actual attendance (%) was calculated based on the number of the Audit Committee meetings and the actual number of attendances during his/hers tenure.
- 34 -
Other items to be recorded:
I. The annual work focus and authority of the audit committee
-
(I) The main function of the Audit Committee is to supervise the following matters:
-
The fair presentation of the financial reports of the Company.
-
The hiring (and dismissal), independence, and performance of the certificated public accountants.
-
The effectiveness of the implementation of the internal control system of the Company.
-
The compliance with relevant laws and regulations by the Company.
-
The management of the existing or potential risks of the Company.
-
(II) The powers of the Committee are as follows:
-
The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
-
Assessment of the effectiveness of the internal control system.
-
The adoption of or amendments to, pursuant to Article 36-1 of the Securities and Exchange Act, the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, engaging in derivatives trading, loaning funds to others, and endorsements or guarantees for others.
-
Matters in which a director is an interested party.
-
Asset transactions or derivatives trading of a material nature.
-
Loans of funds, endorsements, or provision of guarantees of a material nature.
-
The offering, issuance, or private placement of equity-type securities.
-
The hiring or dismissal of a certified public accountant, or their compensation.
-
The appointment or discharge of a financial, accounting, or internal audit officer.
-
Annual and quarterly financial reports, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
-
Other material matters that may be required by the Company or by the competent authority.
II. If any of the following circumstances occur, the dates of Board meetings, term, motion contents, resolutions of the audit committee and the Company’s response to the audit committee’s opinion should be specified:
(I) Matters referred to in Article 14-5 of the Securities and Exchange Act.
| Board Meetings | Motion Contents | Resolution of the Audit Committee |
The Company’s response to the members'opinions |
|---|---|---|---|
| 8th meeting of the 9th term 2024.02.22 |
1. 2023 Business Report and Financial Statements of the Company 2. Proposal of 2023 Profit and Loss Appropriation 3. The appointment, remuneration, and assessment of the independence and competency of CPAs 4. Machinery and equipment proposed for disposal for business use 5. Proposal of the Company’s 2023 Internal Control System Statement 6. Amendments to theAudit Committee Charter |
Approved by all committee members present as proposed |
Approved by all directors present as proposed |
| 9th meeting of the 9th term 2024.04.19 |
1. Consolidated financial statements of the Company for the first quarter of 2024 |
Approved by all committee members present as proposed |
Approved by all directors present as proposed |
| 10th meeting of the 9th term 2024.07.30 |
1. .Consolidated financial statements of the Company for the second quarter of 2024 2. Proposal for disposal of properties related to TAC factoryinSouthern TaiwanSciencePark FabD |
Approved by all committee members present as proposed |
Approved by all directors present as proposed |
| 11th meeting of the 9th term 2024.10.29 |
1. Consolidated financial statements of the Company for the third quarter of 2024 2. Proposal for ratification of disposal of properties related to TAC factory in Southern Taiwan Science Park Fab D |
Approved by all committee members present as proposed |
Approved by all directors present as proposed |
- 35 -
| Board Meetings | Motion Contents | Resolution of the Audit Committee |
The Company’s response to the members'opinions |
|---|---|---|---|
| 3. Amendments to the Company’s internal control system and implementation rules for internal audit 4. Proposal of 2025 Auditplan |
-
(II) Other matters which were not approved by the audit committee but were approved by two-thirds or more of all directors: None.
-
III. If there are independent directors’ avoidance of motions in conflict of interest, the independent directors’ names, motion contents, reasons for avoidance of interests and voting should be specified: None.
IV. Communications between the independent directors, the Company's chief internal auditor and the CPAs:
- (I) Communication between independent directors and chief internal auditor:
The independent directors of the Company and the chief internal auditor shall meet regularly at least once a quarter and submit the audit report and deficiency tracking report for the previous month by the end of each month to report on the implementation status of the Company's annual audit plan and the improvement of internal control deficiency tracking; a meeting may be convened at any time in case of material unusual matters.
- (II) The 2024 major matters of the communications between independent directors (audit committee) and chief internal auditor
| Date | Descriptions of the major matters | Resolution |
| 2024.01.05 | December 2023 Audit Report was submitted to independent directors for review |
No objection |
| 2024.02.05 | January 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.02.22 Audit Committee |
1. Report on the implementation of the audit plan for the fourth quarter of 2023 2. Statement of Internal Control System for 2023 |
1. No objection 2. After review and submit to the Board for resolution |
| 2024.03.01 | February 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.04.09 | March 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.04.19 Audit Committee |
Report on the implementation of the audit plan for the first quarter of 2024 |
No objection |
| 2024.05.07 | April 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.06.05 | May 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.07.05 | June 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.07.30 Audit Committee |
Report on the implementation of the audit plan for the second quarter of 2024 |
No objection |
| 2024.08.05 | July 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.09.06 | August 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.10.07 | September 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.10.29 Audit Committee |
Report on the implementation of the audit plan in the third quarter of 2024 |
No objection |
| 2024.11.04 | October 2024 Audit Report was submitted to independent directors for review |
No objection |
| 2024.12.06 | November 2024 Audit Report was submitted to independent directors for review |
No objection |
- 36 -
(III) Communication between independent directors (Audit Committee) and the CPAs:
The Company's independent directors and CPAs meet regularly at least once a quarter. The CPAs discuss the results of the audit/review of the Company's financial reports at the Audit Committee meeting, and communicate fully with the Company regarding whether the amendments to laws have any material impact on the Company.
| The Company's independent directors and CPAs meet regularly at least once a quarter. The CPAs discuss the results of the audit/review of the Company's financial reports at the Audit Committee meeting, and communicate fully with the Company regarding whether the amendments to laws have any material impact on the Company. |
The Company's independent directors and CPAs meet regularly at least once a quarter. The CPAs discuss the results of the audit/review of the Company's financial reports at the Audit Committee meeting, and communicate fully with the Company regarding whether the amendments to laws have any material impact on the Company. |
The Company's independent directors and CPAs meet regularly at least once a quarter. The CPAs discuss the results of the audit/review of the Company's financial reports at the Audit Committee meeting, and communicate fully with the Company regarding whether the amendments to laws have any material impact on the Company. |
The Company's independent directors and CPAs meet regularly at least once a quarter. The CPAs discuss the results of the audit/review of the Company's financial reports at the Audit Committee meeting, and communicate fully with the Company regarding whether the amendments to laws have any material impact on the Company. |
|---|---|---|---|
| (IV)The 2024 major matters of the communications between independent directors(Audit Committee)and the CPAs: | |||
| Date | Attendees | Descriptions of the major matters | Resolution |
| 2024.02.22 Separate meeting before the Audit Committee meeting |
Independent Director, Chi-Chia Hsieh Independent Director, Chih-I Wu Independent Director, Chih-Wei Wu Independent Director, Hsin-Bei Shen Independent Director, Chi-Mo Huang CPA, Sheng-Chung Hsu CPA, Yung-Chih Lin |
The audit results of the 2023 parent company only financial statements and consolidated financial statements |
No objection |
| 2024.04.19 Separate meeting before the Audit Committee meeting |
Independent Director, Chi-Chia Hsieh Independent Director, Chih-I Wu Independent Director, Chih-Wei Wu Independent Director, Hsin-Bei Shen Independent Director, Chi-Mo Huang CPA, Yung-Chih Lin |
The review results of the 2024 first quarter of the financial statements. |
No objection |
| 2024.07.30 Separate meeting before the Audit Committee meting |
Independent Director, Chi-Chia Hsieh Independent Director, Chih-I Wu Independent Director, Chih-Wei Wu Independent Director, Hsin-Bei Shen Independent Director, Chi-Mo Huang CPA, Sheng-Chung Hsu |
The review results of the 2024 second quarter of the financial statements. |
No objection |
| 2024.10.29 Separate meeting before the Audit Committee meeting |
Independent Director, Chi-Chia Hsieh Independent Director, Chih-I Wu Independent Director, Chih-Wei Wu Independent Director, Hsin-Bei Shen Independent Director, Chi-Mo Huang CPA,Yung-Chih Lin |
1. The review results of the 2024 third quarter of the financial statements 2. Communication of 2024 Audit Plan and Key Audit Matters with CPA |
No objection |
- 37 -
2.3.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”
| Evalutaion Item | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Does the Company establish and disclose the Corporate Governance Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? |
V | The Company has enacted Corporate Governance Principles in order to protect the rights and interests of shareholders, strengthen the powers of the Board of Directors, respect the rights and interests of stakeholders and enhance information transparency. The Company’s “Corporate Governance Principles” please refer to the officialwebsite. |
No significant difference compared to Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|
| 2.Shareholding structure & shareholders’ rights (1)Does the Company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure? (2)Does the Company possess the list of its major shareholders as well as the ultimate owners of those shares? (3)Does the Company establish and execute the risk management and firewall system within its conglomerate structure? (4)Will the Company set up internal norms to prohibit insiders from utilizing the undisclosed information to trade securities? |
V V V V |
(1)The Company has enacted the Procedures for Handling Material Inside Information and has, besides, set up spokesperson and acting spokesperson to take charge of proposals or disputes from shareholders. (2)The Company is in a position to dominate the name lists of the key shareholders and the terminal controllers of the key shareholders and has disclosure in accordance with legal requirements. (3)The Company has duly enacted the Regulations Governing Transaction with Related Parties, Regulations Governing Supervision over Subsidiaries and has, besides, set up relevant departments with sound mechanisms to evaluate and monitor potential risks with affiliated enterprises. (4)The Company has duly acted the Procedures for Handling Material Inside Information and Code of Ethics for Directors and Officers and further in accordance with the Company’s internal control system, enacted Operating Procedures to Prevent Inside Trading and Management over Major Information to ban insiders from trading securities by taking advantage of the information which hasnot yet been made publicinthemarket. |
No significant difference compared to Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|
| 3.Composition and Responsibilities of the Board of Directors (1)Whether the Board of Directors has formulated diversity policy and specific management objectives, and implemented such policy? |
V | (1) A.The Company stipulates guidelines for diversity in its Corporate Governance Principles to strengthen the function of the Board of Directors. The nomination and election of the Board of Directors of the Company is in accordance with the provisions of the Company’s Articles of Incorporation. In addition to assessing the qualifications of each candidate's academic experience, and taking into account the opinions of interested parties, the Company’s Election Rules of Directors and Corporate Governance Principles are adhered to. To ensure the diversity and independence of the Board members. |
No significant difference compared to Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
- 38 -
| Evalutaion Item | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2)Does the Company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? (3)Does the Company establish standards and method for evaluating Board performance, conduct annual performance evaluations, submit performance evaluation results to the Board, and use the results as a basis for determining the remuneration and nomination of individual directors? (4)Does the Company regularly evaluate the independence of CPAs? |
V V |
V | B. Please refer to on pages 22-23 of this annual report for the Company’s implementation of the diversification policy. (2)The Company has set up the Audit Committee and Remuneration Committee, the Company’s Independent Directors’ serve as the Committee members. For more details regarding the business performance of the Company’s Audit and Remuneration Committee, please refer to pages 34-35 & 47-48 of this Annual Report. The Company, nevertheless, has not yet set up committee of other functions to date. (3)The Board of Directors of the Company passed the Rules for Evaluating Board of Directors Performance on November 8, 2019, which stipulates that the Board of Directors shall perform performance evaluations for the Board of Directors, Board members, Remuneration Committee and Audit Committee at least once a year. Execution of Board performance evaluation, please refer to pages 33 of this annual report. The results of the performance evaluation were reported to the Board of Directors on March 13, 2025, and used as a basis for determining the remuneration and nomination of individual directors. (4)The Company’s Audit Committee and Board of Directors evaluate the independence and competency of the CPAs every year, based on the evaluation standards and reference audit quality indicator (AQI) in note 1 on page 44 of this annual report. The performance is evaluated in 5 major aspects and 13 indicators including professionalism, quality control, independence, supervision and innovation ability. The CPA is confirmed to be independent of the Company and can provide the Company with financial report auditing certification, as well as various financial, accounting, and tax consulting services. The evaluation results of the most recent year have been discussed and approved by the Audit Committee on March 13, 2025, and submitted to the Board of Directors, who approved a resolution on March 13, 2025 to evaluate theindependence and competency ofCPAs. |
|
| 4. Does the Company have a suitable number of competent corporate governance personnel, and has it appointed a corporate governance officer responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their duties, assisting directors and supervisors with regulatory compliance,handlingmatters related to |
V | On April 19, 2024, the Board of Directors resolved to appoint Effective June 1, | No significant difference compared to Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|
| 2024 Legal Affairs Director Chih-Huang Chang as the Corporate Governance | ||||
Officer to be responsible for supervision and planning of the corporate |
||||
governance. His qualification meets the requirements of paragraph 1, Article 3-1 |
||||
of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed |
||||
| Companies. | ||||
| The affairs of the corporate governance officer include: | ||||
I. Handling of matters relating to board of directors meetings and shareholders |
||||
meetings in compliance with law. |
- 39 -
| Evalutaion Item | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||||
| Board meetings and shareholders’ meetings, and making minutes for Board meetings and shareholders’ meetings)? |
II. Preparation of minutes of the board of directors meetings and shareholders | |||||
meetings. |
||||||
III. Assistance in onboarding and continuing education of the directors |
||||||
IV. Provision of information required for performance of duties by the directors |
||||||
V. Assistance in the directors' compliance of law |
||||||
| VI. Reporting to the board of directors of its examination results as to whether the | ||||||
qualifications of independent directors upon their nomination and election and |
||||||
| during their tenure conform to applicable laws and regulations | ||||||
VII. Addressing matter pertaining of changes of directors. |
||||||
VIII. Other matters described or established in the articles of incorporation or |
||||||
| under contract. | ||||||
| Report the operation of corporate governance to the Board of Directors on a | ||||||
regular basis every year. The detail of completed item in 2024 list as below, and is |
||||||
reported to the Board of Directors on March 13, 2025: |
||||||
| 1. The Company held 4 Board meetings, 4 Audit Committee meetings and 3 | ||||||
Remuneration Committee meetings in 2024. |
||||||
2. Held 1 annual general shareholders’ meeting in 2024. |
||||||
3. Assisted board members in developing annual continuing education plans and |
||||||
arranging continuing education courses. All the members of Board of Directors |
||||||
completed at least 6 hours of continuing education courses in 2024. |
||||||
4. The Company maintains D&O insurance for its directors and key officers and |
||||||
report to the Board meeting. |
||||||
5. Regularly communicate with independent directors and CPAs about the |
||||||
Company’s financial and business situation. Please refer to pages 36-37 of |
||||||
annual report and our website |
(http://www.innolux.com)for communication. |
|||||
6. The agenda and meeting materials of Board meeting mail/send to all directors 7 |
||||||
days before of the Board meeting and remind in advance if the issues require |
||||||
interest avoidance, and finished the meeting minutes in 20 days after the |
||||||
meeting. |
||||||
7. Booking the date of AGM, prepare meeting notice, meeting agenda and minutes |
||||||
within the statutory time limit, and handle change registration matters in the |
||||||
amendment of the Articles of Incorporation or the re-election of directors. |
||||||
| 8. The internal performance evaluation of the Board of Directors and functional | ||||||
| committees was conducted. For the evaluation results of the Board of Directors, | ||||||
| the Audit Committee, the Remuneration Committee and their individual | ||||||
| members, please refer to pages 33 of this annual report and the Company's | ||||||
website |
(http://www.innolux.com). |
- 40 -
| Evalutaion Item | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 9. Please refer to page 71 of annual report for the training situation of corporate | ||||
governance officer. |
||||
| 5. Does the Company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities? |
V | The Company’s stakeholders include employees, customers, shareholders/investors, suppliers/contractors/outsourcers, governments/associations, and society (schools, communities, media, non- governmental organizations), etc. Relevant communication channels include the “Investor,” “Customer/Supplier Systems,” “Products & Tech” area set up on the Company’s official website, as well as mailboxes for media contact, anti-corruption reporting (speak- [email protected]), and corporate social responsibility([email protected]). The Company annually reports to the Board of Directors on issues of concern to stakeholders, communication channels, and methods of response. The communication status of all stakeholders in 2024 was reported to the Board of Directors on March 13, 2025. The issues of stakeholders please refer the annual report pages44-46 Note2. |
No significant difference compared to Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|
| 6. Does the Company appoint a professional shareholder service agency to deal with shareholder affairs? |
V | The Company mandates Registrar & Transfer Agency Department of Grand Fortune Securities Co., Ltd. to be the Company’s shareholder services agent, and to handle the affairs related to the shareholders’ meeting. |
No significant difference compared to Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|
| 7.Information Disclosure (1)Does the Company have a corporate website to disclose both financial standings and the status of corporate governance? (2)Does the Company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? (3) Does the Company announce and report annual financial statements within two months after the end of each fiscal year, and announce and report Q1, Q2, and Q3 financial statements, as well as monthly operation results, before the prescribed time limit? |
V V |
V | (1)Through the Company’s website(http://www.innolux.com) we provide financial, business, and corporate governance information and keep updating. (2)The Company’s English website announces information and our Stock Administration Department, Investors Relation Department, Corporate Communication Department and the related department responsible for collecting and disclosing the related information also set up positions for its spokesperson and acting spokesperson in accordance with the regulations and the Company provides Investor Conference report on the official website. (3)The Company announced and reported annual financial statements within two months after the end of each fiscal year, and announced the operating conditions of each month and the interim financial statements within the prescribed time limit. |
No significant difference compared to Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
- 41 -
8.Is there any other important information to facilitate a better understanding of the Company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, Directors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for Directors)? (1) Employee’s Rights Please refer to pages 106 “IV. Operational Highlights – 4.5 Labor Relations” of the annual report. (2) Employee Care The Company knows very well that employees are the cornerstone of sustainable growth and does not lag behind in caring for its employees. It adopts an integrated service model and collaborates with external professional EAP teams to provide unlimited 0809 toll-free hotlines, with the Company covering the associated fees. Additionally, we offer 24-hour Chinese and English language services, and also provide free one-on-one counseling services for all foreign colleagues, along with arranging a trustworthy protection mechanism. The Company actively cares for the physical, mental and spiritual health of employees, organizes leisure and recreational activities, promotes employee club activities, and optimizes programs for food, housing, transportation, and recreation, so that employees can enjoy a healthy and balanced life while after work. In addition, to improve employees’ health awareness, the Company conducts regular health checkups and provides employee health consultations every year. In response to occupational disasters, major injuries and illnesses, and major natural disasters, a sympathy and care mechanism will be launched. The recipients of sympathy include injured colleagues and their families. We will assist them in the application for labor, health, and group insurance. In order to ensure the well-being of female employees, and in accordance with the labor regulations of the locality of the plant, the implementation of the maternity leave pay allowance, the strengthening of the fetus rest and the family care leave, etc., for the female employees of pregnancy, implement the health risk assessment, adjust the work as needed. Under the principle of maternity protection and employment equal rights, create a friendly working environment for female employees. (3)Investor relations, the rights of suppliers and stakeholders According to different interested groups, the Company has established multiple and unobstructed communication channels, such as setting up a stakeholders area on the Company’s webpage, so that we can keep communicating and getting feedback from those interests groups’ needs and expectations. 1. Employees: Establish communication channels such as employee care hotline, employee care mailbox, APP-Employee Assistance Programs (EAPs), mobilization meeting communication meeting, government decrees on the system, labor-management meetings, job welfare meetings, seminars for various departments and satisfaction surveys, etc. 2. Customers: We have salespeople and customer service units to reply to customers’ demands effectively, establish a volume of customer (VOC) system, monitor the progress of handling issues, field audits and questionnaire feedback, and customers’ satisfaction survey. 3. Shareholders/Investors: The Company treats our shareholders with the principle of fairness and openness. We call the shareholders meetings according to the Company Act and other related laws every year, encourage stockholders to actively participate in the stockholders meeting with proposals and questions. 4. Suppliers: Setting up an interactive platform for supplier purchasing and procurement management, and a buyer and procurement management department to host regular biweekly/monthly quality meetings with suppliers, and annual supplier conferences, and provide anti-corruption reporting mailboxes. 5. Society (communities, media, non-governmental organizations / non-profit organizations): There are full-time departments to respond in a timely manner, and the media contact mailboxes and telephones to respond by specified personnel, issue press releases and statement from time to time, and hold press conferences. The Company also has Facebook and Instagram fan pages of “Innolux ESG DNA”, where it publishes company-related news from time to time. (4) Continuing education for directors The Company’s directors have both professional background and practical experience. The Company arranges continuing education for directors and every year. For the continuing education for directors in the latest year and as of the publication date of annual report, please refer to pages 69-70 of this annual report.
- 42 -
| Evalutaion Item | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (5)Implementation of risk management policies and risk measurement standards The Company follows the Risk Management Policy and Procedures approved by the Board of Directors in 2020. Define various risks according to the overall operating policy, establish management procedures for early identification, accurate measurement, effective supervision and strict control, and regularly review relevant finance, regulations, climate change, water and electricity resources, industrial supply chain, cyber security and occupational safety and health, and other aspect risks. Take appropriate measures to prevent possible losses, and timely adjust and improve the best risk management practices based on changes in the internal and external environment to reduce the impact of risks on operations and create a more resilient operating environment. The implementation of risk management policies and risk measurement standards in 2024 was reported to the Audit Committee and the Board of Directors on March 13, 2025, and disclosed on the Company’s website. The risk management process mainly includes risk identification, risk assessment and risk response. Risk identification: Identify relevant risk items according to regulations, industry standards and international development trends. Risk assessment: The degree of risk is comprehensively considered according to the severity and frequency of occurrence. Risk response: According to the degree of risk, formulate control measures and response plans. The criteria for evaluating control plans generally include effectiveness, feasibility and cost. (6)The implementation of customer policy In order to meet customer requirements and strive to exceed their expectations, the Company implements good products and services that combine software and hardware for terminal needs. Supplementing with intelligent tools and employing intelligent, flexible decision-making to adjust directions appropriately, we can continue to create a win- win situation among the Company, suppliers, and customers, collaboratively establishing a sustainable operating environment. The Company attaches importance to the confidentiality and privacy of customer information, and establishes a complete information collection system, coupled with intelligent analysis and diagnosis to quickly drive improvements and satisfy customer needs, accurately predict customer rankings, and achieve customer satisfaction that is in the interests of the Company through risk warning with quality indicators and in-depth retaining customer relationships, to become a value-creating information center. In addition, in-depth analyzes customers’ requirements and expectations through customer satisfaction survey annually. Customers can report issues through onsite check and expect technical personnel on business trips to promptly and effectively address them. Task Force Team is established for major incidents to continuously improve shipment quality and simultaneously cooperate with customers to implement quality improvement projects, thereby improving customer satisfaction. (7) Purchase of liabilityinsurancefor Directors:The Companyhas purchasedliabilityinsurancefor its directors. |
||||
| 9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures for those unimproved: The Company has set up its “Corporate Governance Principles” according to the revised Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies by the Taiwan Stock Exchange Corporation (TWSE). The Company has been working hard on sustainable economy, environment, and society and fulfilling long-term and sustainable responsibility to individual stakeholders and the whole society based on business core value of honesty and integrity. The areas that require immediate improvement are described below: Evaluation Indicators Priority items to be improved and measures Has the Company formulated a diversity policy for Board members and disclosed the specific management goals and implementation status of the diversity policy on the Company’s website and annual report? Disclose important items of the diversity policy for Board members, such as gender or expertise, on the Company website and in the annual report, respectively. Set a certain number of seats or proportions of directors who must have that background or expertise, specific management goals and current achievement status. |
- 43 -
Note 1: Evaluation form of the independence of CPAs
| No. | Evaluation Item | Results | Results |
|---|---|---|---|
| 1 | No major financial interested relationshipwith the client. | ■ Yes | □ No |
| 2 | Avoidinganyimproper relationshipwith the client. | ■ Yes | □ No |
| 3 | The accountant should supervise their assistants to strictlycomplywith honesty, justice and independence. | ■ Yes | □ No |
| 4 | The accountant isprohibited from auditingcertification for the Company’s financial report where he/she served in within theprevious twoyears. | ■ Yes | □ No |
| 5 | The accountant’s identification is forbidden to be infringed byanother individual. | ■ Yes | □ No |
| 6 | The accountant does not hold anyshares in the Companyor in its subsidiaries. | ■ Yes | □ No |
| 7 | The accountant does not owe anydebt to the Companyor its subsidiaries. | ■ Yes | □ No |
| 8 | The accountant is not in any joint investment or benefit-sharingrelationshipwith the Companyor its subsidiaries. | ■ Yes | □ No |
| 9 | The accountant is not employed andpaid regularlybythe Companyor its subsidiaries. | ■ Yes | □ No |
| 10 | The accountant does not receive anycommission which is occupational-related. | ■ Yes | □ No |
| 11 | The accountant is subject to disciplinaryactions does not over 7years or returningdoes not less than 2years. | ■ Yes | □ No |
| 12 | The accountant audit experience obtain the Electronic industry. | ■ Yes | □ No |
Note 2: The concerned issues of stakeholders, communication channel and response method
| Stakeholder | Concerned issues | Major Communication Channel, Response Method, Frequency | Result in 2024 |
|---|---|---|---|
| Employees | Recruitment and staffing Human rights Talent development and training Occupational health and safety Diversity and equality Ethical corporate management |
Communication channel: Labor-management meeting: quarterly Unit meeting: irregularly Satisfaction survey: irregularly Care hotline and employee care Mailbox: irregularly APP-Employee Assistance Programs (EAPs): irregularly Contact person: North factory: Ms. Lee,[email protected],037-586000#64650 South factory: Ms. Lin, [email protected], 06-5051888#47276 |
1. 191 labor-management meetings 2. 1,270 internal communication cases |
| Customers | Innovative research and development Customer Relationship Management Cyber Security Supply chain management Ethical corporate management Sustainable Manufacturing |
Communication channel: Customer meeting: irregular: biweekly Customer complaint handling and review: monthly Voice of customer (VOC): quarterly Customer satisfaction survey analysis: yearly Customer auditing: irregular Contact person: Ms. Huang,[email protected],06-5051888#44856 |
1. Over 10 large-scale customer cooperative development and quality conferences 2. Over 100 VIP customers audit conferences of quality result 3. Over 1,000 routine communication meeting |
- 44 -
| Stakeholder | Concerned issues | Major Communication Channel, Response Method, Frequency | Result in 2024 |
|---|---|---|---|
| Shareholders/ Investors |
Ethical corporate management Financial performances Risk management Sustainable Manufacturing Cyber Security Innovative research and development |
Communication channel: AGM: yearly Institutional investor conference: half-yearly Investor Forum: quarterly Annual report and ESG report: yearly Investors/Analysts conference: irregularly Investors’ hotline and mailbox: irregularly Releasing material information on MOPS: irregularly Contact person: Investor Relations: Ms. Chen, [email protected], 06-5051888#47154 Stock Affairs: Ms. Chen, [email protected], 037-586000#63588 |
1. 1 annual general shareholders’ meeting 2. 2 institutional investor conferences 3. 9 investor forums organized by securities firms 4. More than 30 investors and analysts communication conference 5. More than 100 hotline and mailbox response 6. 104 pieces of material information (Chinese/English) and 133 pieces of announcements |
| Suppliers/ Contractors/ Outsourcers |
Ethical corporate management Customer Relationship Management Innovative research and development Occupational health and safety Supply chain management Sustainable Manufacturing |
Communication channel: Supplier communication meeting: biweekly, monthly Annual supplier partners’ meeting: yearly Suppliers, self-assessment questionnaire: yearly On-site audit guidance: irregularly Anti-corruption mailbox: irregularly Contact person: Ms. Chuang, Legal Affairs [email protected] 037-586000#62621 |
1. 328 suppliers CIP meetings 2. 1,912 suppliers communication meetings 3. 30 whistleblowing |
| Governments/ Associations |
Talent development and training Sustainable Manufacturing Customer Relationship Management Ethical corporate management Cyber Security Occupational health and safety Human rights |
Communication channel: Meetings (seminars, investor conferences, public hearings, symposiums)/irregular Official correspondence/irregular Contact person: PR: Ms. Cheng [email protected] 037-586000#42959 Ms. Liao, Corporate Sustainability Department [email protected] 06-5051888#47038 |
1.12 government related meetings 2.20 government experience sharing and exchange meetings |
| Society (schools, communities, media, non- governmental organizations) |
Human rights Ethical corporate management Talent development and training Social participation and Caring Cyber Security Talent development and training |
Communication channel: Volunteer Service: irregularly Project cooperation and visit: irregularly Neighborhood communication: irregularly Events and forums: irregularly “Innolux ESG DNA” Fan page on FACEBOOK and Instagram: irregularly. Press conference andpress releases: irregularly |
1.18 net-zero carbon emission environmental education activities 2.3 net-zero carbon emission online camps 3.4 media events (press conference/ event guide) 4.10 media interviews 5.47 press releases 6.134 fanpage articlespublished |
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| Stakeholder | Concerned issues | Major Communication Channel, Response Method, Frequency | Result in 2024 |
|---|---|---|---|
| Hotline and mailbox: irregularly Contact person: Ms. Yu, CSR Department, [email protected] 06-5051888#47038 PR Ms. Chien, [email protected]/ 06-5053760#47153 Innolux Education Foundation Ms. Wu [email protected] 06-505-1888 #4706006-5051888#47042 PR Ms. Chien, [email protected] 06-5053760#47153 Innolux Education Foundation: Ms. Kuo [email protected] 06-505-1888#47060 |
7.More than 300 media communications (letters, messages and phone calls) |
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2.3.4 Operations of the Remuneration Committee
A. Information on members of the Remuneration Committee
| March 31,2025 | ||||
|---|---|---|---|---|
| Qualification Identity Name |
Professional qualifications and experience |
Independence | Number of public companies for which the committee member concurrently serves in their remuneration committees |
|
| Independent Director (Convener) |
Chi-Chia Hsieh | Please refer to “Directors” in pages 10-11 and “Professional qualifications and experience for Directors” in pages 13-14 of annual report. |
Please refer to “Independence of Directors” in pages 17-21 of annual report. |
- |
| Independent Director |
Chih-Wei Wu | 1 | ||
| Independent Director |
Chi-Mo Huang | 1 |
-
B. Attendance of Members at Remuneration Committee Meetings
-
(1) There are 3 members in the Remuneration Committee.
-
(2) The term of office of the current committee members: July 1, 2022 to June 30, 2025. In the most recent year (2024), the Remuneration Committee met 3 times (A). The qualifications and attendance of the members are as follows:
| Title | Name | Attendance in Person(B) |
By Proxy | Attendance rate (%) (B/A) (Note) |
Remarks |
|---|---|---|---|---|---|
| Convener | Chi-Chia Hsieh | 3 | - | 100.00% | |
| Member | Chih-Wei Wu | 2 | 1 | 66.67% | |
| Member | Chi-Mo Huang | 3 | - | 100.00% |
- Note: The actual attendance (%) was calculated based on the number of the Remuneration Committee meetings and the actual number of attendances during his/hers tenure.
Other items to be recorded:
I. Scope of duties of the Remuneration Committee
-
(I) Periodically reviewing the Remuneration Committee Charter and making recommendations for amendments.
-
(II) Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors, and managerial officers of the Company.
-
(III) Periodically assessing the degree to which performance goals for the directors, and managerial officers of the Company have been achieved, setting the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with the performance assessment standards.
The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
-
(I) Salary management should conform to the Company’s salary concept.
-
(II) Performance assessments and compensation levels of directors, and managerial officers shall take into account the general pay levels in the industry, individual performance assessment results, and the reasonableness of the correlation between the individual's performance and the Company's operational performance and future risk exposure.
-
(III) No member of the Committee may participate in discussion and voting when the Committee is deciding on that member's individual compensation.
-
II. If the Board of Directors declines to adopt or modifies a recommendation of the Remuneration Committee, it should specify the date of the meeting, term, motion contents, resolution by the Board of Directors, and the Company’s response to the Remuneration Committee’s opinion (e.g., the remuneration passed by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and cause for the difference shall be specified): None.
-
47 -
III. The resolutions of the Remuneration Committee and the Company’s response are as follows:
| Board Meetings |
Remuneration Committee Meetings |
Motion Contents | Resolution of the Remuneration Committee |
The Company’s response to the members' opinions |
|---|---|---|---|---|
| 8th meeting of the 9th term 2024.02.22 |
5nd meeting of the 5th term 2024.02.22 |
1. Proposal of the remuneration adjustment of managerial officers and employee directors in 2023 2. Proposal of the revised regulations on managers’pensions |
Approved by all committee members present as proposed |
Approved by all directors present as proposed |
| 9th meeting of the 9th term 2024.04.19 |
6rd meeting of the 5th term 2024.04.19 |
1. Proposal for the individual remuneration of managerial officers in 2023 |
Approved by all committee members present as proposed |
Approved by all directors present as proposed |
| 11th meeting of the 9th term 2024.10.29 |
7th meeting of the 5th term 2024.10.29 |
1.Proposal for the individual remuneration of managerial officers in 2023 2.Proposal of the remuneration adjustment of managerial officers and employee directors in 2023 |
Approved by all committee members present as proposed |
Approved by all directors present as proposed |
2.3.5 Composition, Responsibilities and Operations of the Nominating Committee: N/A.
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2.3.6 Sustainable Development Implementation Status and Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”
| Implementation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 1. Whether or not the Company establishes a governance framework and sets up a dedicated (concurrent) unit that promotes sustainable development; whether or not senior management is delegated by the Board of Directors to deal with sustainable development issues and the supervision of the Board? |
V | The Company established the Sustainable Development Management Committee in 2011, as the highest-level of sustainable development decision- making center within the Company. It is chaired by the Chairman of the Board of Directors, with the President serving as the vice chair, and they work with a number of senior executives in various fields to review the Company’s core operational capabilities and to formulate medium- and long-term sustainable development plans. Governance framework and operating mechanism Supervision of the Board of Directors: The Sustainable Development Committee conducts annual risk assessments on corporate governance, environmental and social issues based on the principle of materiality, and formulates sustainable development goals to ensure that sustainable development strategies are fully implemented in the Company’s operations. The implementation status in 2024 was reported to the Board of Directors on March 13, 2025. Operating mode: The Committee identifies key sustainable development issues of concern to the Company’s operations and stakeholders through regular meetings and project task groups, and based on this, formulates strategies and action policies, prepares relevant budgets, and tracks the effectiveness to ensure that the Company’s sustainable development vision is deepened and implemented. Sustainability Dedicated Unit The Company has set up the Sustainability Dedicated Unit to serve as the Affair Department of the Sustainable Development Committee, which is responsible for: 1.Collecting the needs of stakeholders, and ensuring smooth communication mechanisms. 2.Analyzing domestic and international sustainable development trends, and evaluating major sustainable development issues that may affect the Company’s operations. 3.Formulating management policies and action plans, and coordinating with various functional departments to promote their implementation. 4.Preparing sustainability reports, ensuring their compliance with international standards and regulatory requirements. 5.Enhancing the ESG management mechanism, continuously optimizing the ESG Control Tower in 2024 to grasp the current status of ESG in real time, and strengthening the resilience and competitiveness of the Company. The Company ensures the effective implementation of sustainable development goals through a complete sustainable development governance framework and dedicated operatingmechanism,and implements the Board of Directors |
No significant difference compared to Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
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| Implementation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| supervision and decision-making mechanism to practice corporate social responsibilities and promote stable and sustainable operations of the Company. |
||||
| 2. Does the Company assess ESG risks associated with its operations based on the principle of materiality, and establish related risk management policies or strategies? |
V | The Company conducts materiality analysis every year through communication or negotiation with stakeholders, combined with its sustainable impact assessment, and also refers to the Global Risk Report issued by the World Economic Forum (WEF), conducts identification of major risks and formulate countermeasures for its Taiwan factories, Mainland China factories and subsidiaries, and also include ESG risk issues related to its operations. In this regard, in response to various risk issues, relevant departments monitor the risks and propose mitigation measures and countermeasures to continue the operations. The Company’s relevant risk management policies and effectiveness are disclosed in the ESG Report and the Company’s website. |
No significant difference compared to Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|
| 3. Environmental issues (1)Does the Company establish proper environmental management systems based on the characteristics of industries? (2)Does the Company endeavor to utilize energy resources more efficiently and use renewable materials which have low impact on the environment? (3) Does the Company evaluate potential risks and opportunities brought byclimate |
V V V |
(1)The Company formulates environmental safety and health policies as the highest standards for promoting environmental protection, safety and health business. In order to effectively manage environmental protection and align with international standards, the Company has 100% completed the establishment of environmental management systems (ISO 14001:2015) in all factories and obtained verification certificates issued by impartial third-party verification agencies. The Company continues to maintain their effectiveness. The verification date: September 22, 2023, and the certificate validity period: December 11, 2025. The Company follows environmental safety and health policies, continues to comply with relevant laws and regulations, strengthens resource utilization and pollution prevention, and fulfills its corporate social responsibilities. (2)The Company has been promoting green manufacturing for a long time, and has been increasing the resource reuse rate, examining the effectiveness of water saving, electricity saving, greenhouse gas emission, waste reduction and chemical recycling to reduce the environmental impact. In order to implement responsible procurement and strengthen low-carbon management, as the three missions to promote sustainable development of the environment, the Company takes energy saving, material saving, and non-toxic as the elements of product design and manufacturing management; in addition to improving product functions, we also enhance the environmental friendly features of our products to achieve the sustainable goal of starting from product compliance, expanding the impact on society, and achieving mutual benefits with the environment. (3)The Company has included climate change as one of its major corporate sustainabilityrisks and has set andpromoted climate action targets through the |
No significant difference compared to Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
- 50 -
| Implementation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| change, and take response measures to climate-related issues? (4)Does the Company compile statistics of greenhouse gas emissions, water use, and total weight of waste in the past two years, and does it establish policies for energy conservation, carbon reduction, greenhouse gas emission reduction, water use reduction, and other waste management? |
V |
operation of the Sustainable Development Committee and Carbon Risk Management Committee under the supervision of the Board of Directors. The Company refers to the TCFD recommended report framework, combines international trends, research literature, evaluation indicators, and industry reports, and through cross-department discussions, conducts material identification at short, medium, and long-term time points to identify potential transition and physical risks and opportunities in March 2023, the Company officially signed up to the TCFD initiative and became a supporter.In order to reduce the risk of climate change, the Company divides the impact into physical and transition aspects according to each major risk for simulation. In response to climate change, the Company has formulated a corresponding transition plan, which includes the construction of renewable energy equipment and carbon capture, storage and reuse technologies, and the purchase of carbon rights and certificates to reduce domestic carbon fees and overseas carbon tax pressure. At present, the Company has passed the SBTi of WB2C as of 2026, and has committed to achieve the long-term goal of RE20 and RE100 for Chinese factories in 2030, and will continue to make rolling revisions and adjustments in the future. The Company’s analysis of climate change risks and opportunities is disclosed in the ESG Report and the Company’s website. (4) In order to carry out efficient and comprehensive environmental management, the Company has successively established ISO 14001 environmental management system, ISO 50001 energy management system, and ISO 46001 efficiency management systems, formulated environmental safety and health policy, energy policy, sustainable water resource management policy, and biodiversity and zero-deforestation policy, and implemented resource conservation, energy saving, carbon reduction, circular economy, and biodiversity to minimize the impact of our products and processes on the environment. Greenhouse gases: In the face of the threat of climate change, net-zero carbon emissions has become a global consensus, and the first priority is greenhouse gas management. In accordance with the FSC’s regulations, the Company conducts annual greenhouse gas inventories in all factories and subsidiaries, completes the verification by third-party verification agency in accordance with ISO 14064-1:2018, and proactively set the goal of carbon reduction and promote carbon reduction actions according to the SBTi Initiative to make the greatest efforts to reduce thegreenhousegas emissions. In 2024,it achieved an A rating |
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| Implementation Item | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|||
|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||
| in the “Climate Change” aspect of the International Carbon Disclosure Project (CDP). In order to show its determination to actively reduce carbon emissions, the Company adopted the SBTi carbon reduction target in May 2023, committing to well below 2°C. Taking 2020 as the base year, the challenge is to absolutely reduce greenhouse gases in Scope 1 and Scope 2 by 15% in 2026; In 2024, the Company made an active internal communication and set an ambitious goal of absolutely reducing greenhouse gases in Scope 1 and Scope 2 by 4.2% annually; the Company also plans to set a new milestone goal in 2025, in order to demonstrate the Company’s determination to be net-zero. The greenhouse gas emission data of the Company and its subsidiaries in the past twoyears were as follows: Water consumption: In the face of global climate warming and changes, as well as the increasingly severe water scarcity in Taiwan, the Company designated Factory E (FAB6) as the pilot factory in 2023. It prioritized the introduction of ISO 46001 water resource efficiency management system certification as a water risk assessment tool for the impact of operational shocks, which can effectively improve water resource utilization efficiency and cut costs, and implement the United Nations Sustainable Development Goal SDG6: clean water and sanitation. In 2024, for the first time in the International Carbon Disclosure Project (CDP), “Water Security” received the top rating - Leadership level (A). The Company set water resources goals in 2024 and hopes to achieve a process water recovery rate of 97% by 2030. The water consumption data in the past two years were as follows: Unit: million tons 2023 2024 Taiwan factory 14.6 13.5 Mainland China factory 1.3 1.6 Total 15.9 15.1 Waste: Green recycling is one of the Company’s key sustainability strategies. With the development of Innolux’s “green manufacturing= recycling× zero waste × Unit: million tons CO2e 2023 2024 Scope 1 0.108 0.095 Scope 2 2.478 2.295 Scope 3 1.629 2.872 Total 4.215 5.262 |
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| Implementation Item | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|||
|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||
| low carbon” as the core, we build a high-efficiency recycling green factory. Its four major functions include energy recycling, water recycling, raw materials recycling, and packaging material recycling. By integrating suppliers and partners in the value chain, we create circular economy value through resource regeneration, recycling, and redesign. In addition to physical promotion, it also promotes digital management and develops a material efficiency improvement system for material flow analysis to help factories identify improvement opportunities for material reduction, recycling, and reuse, maximizing resource efficiency. Based on the strategy of waste reduction and recycling, the Company set waste management goals in 2023 and hopes to achieve a recycling rate of 95% of hazardous waste resources by 2030. The output of hazardous waste by the Company and its subsidiaries in the past two years: Unit: metric tons 2023 2024 Taiwan factory 19,086 17,385 Mainland China factory 415 338 Total 19,501 17,723 The output of non-hazardous waste by the Company and its subsidiaries in the past two years: Unit: metric tons 2023 2024 Taiwan factory 37,037 40,886 Mainland China factory 11,669 10,962 Total 48,706 51,828 The Company’s policies and effectiveness in greenhouse gas emissions, water consumption and waste management are disclosed in the ESG Report and the Company’s website. |
|||||
| 4.Social issues (1)Does the Company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? |
V | (1) The Company is committed to protecting human rights. In 2023, the policy of human rights and diversity and inclusion was formulated, supporting and respecting relevant international labor rights norms, including the Universal Declaration of Human Rights (UDHR), the United Nations Global Compact (Global Compact), the United Nations Guiding Principles on Business and Human Rights (UNGPs), and the International Labor Organization (ILO) and Code of Conduct - Responsible Business Alliance (RBA). Under the local laws and regulations and the spirit of international human rights standards, the Companyformulates human rightsprotection and labor-related norms. These |
No significant difference compared to Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
- 53 -
| Implementation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (2)Does the Company have reasonable employee benefit measures (including salaries, leave, and other benefits), and do business performance or results reflect on employee salaries? |
V | norms are designed to enable its global employees, contract employees, customers, and supplier partners to comply with consistent requirements. Its internal norms include Innolux’s code of conduct, employee handbook, work rules, recruitment/appointment procedures, sexual harassment prevention measures, complaints and management practices, measures to prevent illegal infringement while performing duties, employee care and assistance practices in Greater China sites. For external standards, it also formulates a supplier corporate social responsibility code of conduct and requires its suppliers and partners to follow it simultaneously. (2) The Company has implemented the employee dedication survey since 2023 in the hope of identifying management problems, exploring the organizational climate, and listening to the employees’ opinions through the questionnaire feedback, in order to find solutions to the problems, make continuous adjustments and improvements, drive a positive cycle, and create a sustainable corporate environment in which we can grow together with our employees. In 2024, the satisfaction score was 83 points, reaching the set target of 80 points. The Company provides diversified and competitive remuneration and career development opportunities, and is committed to building an internally reasonable and externally competitive remuneration system. It also has an overview of the Company’s financial and operating conditions, the industry’s annual salary adjustment strategy and personal work performance, improves the planning and execution of annual salary adjustment operations, design and issue incentive bonuses to motivate and retain outstanding talents. At the same time, in order to motivate and employees to stay and create better value, we plan retention bonus and employee stock ownership trusts to achieve a win-win situation. Remuneration: The Company conducted direct and indirect personnel structure and performance-based pay adjustments (by 5%-10%) in 2024 after comparing the salary level in the external market and the overall economic situation, and will continue to plan welfare policies and talent retention programs better than the legal regulations. Take a leave: In order to allow colleagues to balance work and family care, in addition to statutory leave, employees are entitled to special leave on the day they arrive at work, and paid corporate welfare leave is also provided, so that they will not be absent at every important stage of their lives. A. Care leave(increase time spent withparents) |
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| Implementation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| B.Child study accompaniment leave (attendance with children entering school for the first time to reduce their insecurity) C.Pregnancy checkup accompaniment leave (accompanying partner for prenatal checkup) Work flexibility measures: Flexible working hours and location Diversity and equality in the workplace: Under the local laws and regulations and the spirit of international human rights standards, the Company formulates human rights protection and labor- related norms. These norms are designed to enable its global employees, contract employees, customers, and supplier partners to comply with consistent requirements. In 2023, the Company formulated a human rights and diversity and inclusion policy, requiring the Company and its subsidiaries, including all employees and overall operating activities, to work together with our suppliers, outsourcers, contractors, customers and other value chain partners to safeguard human rights. In order to create a diversified and inclusive workplace culture, the Company continues to promote cultural exchanges and internationalization measures to deepen employees’ understanding of DEI (Diversity, Equity, Inclusion). A.Cultural integration and exchange: In 2024, the Company planned diversified dormitory activities and encouraged migrant workers to participate in in-house events such as sports meeting, music carnivals, and Spring Festival shopping street. In addition, the International Friendship Week promoted cultural interaction and inclusion through activities such as a Chinese storytelling contest and Filipino food experience. B.Migrant workers’ autonomous associations: Encourage migrant workers to establish their own associations and invite local employees to participate. Currently, six new associations have been proposed to promote in-depth exchanges between international and local employees. C.International talent recruitment: In 2024, overseas Chinese interns accounted for 12% of the total number of interns. Through international internship programs, the Company has promoted cultural integration and injected diverse vitality. The Company respects gender equality in career development and takes practical actions to create a friendly workplace, such as multiple and smooth complaint channels and sexual harassmentprevention and control measures,and |
- 55 -
| Implementation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (3) Does the Company provide a healthy and safe working environment and organize training on health and safety for its employees on a regular basis? |
V | providing a comprehensive maternal care plan so that female employees can balance work and life. Among the regular employees, the proportion of female employees of the Company and its subsidiaries is 36.85%; the number of female employees in management positions reaches 17.94%; the proportion of female senior managers is 11.40%, marking an upward trend compared with 2023. This reflects the Company’s ongoing progress toward becoming an equal, diverse and friendly corporation. In 2023 and 2024, the promotion ratio of female executives at the assistant manager level or above was higher than that of male executives, with a ratio of 1.09:1 in 2023 and 1.24:1 in 2024, indicating that there is no differential treatment in promotion development due to gender. Even in the technology industry where men make up the majority, through fair selection mechanisms, outstanding female colleagues can have promotion opportunities and their development is not limited by gender. (3)The Company sets up the environmental safety unit, which is responsible for planning, implementation, auditing and improvement of the Company’s environmental safety and health management system operation.It also formulates environmental safety and quality policies. All of the Company’s factories have obtained ISO 45001:2018 occupational health and safety management system certification; 100% of the Taiwan factory production bases have passed the TOSHMS management system certification and continue to maintain their effectiveness. In order to cultivate employees’ safety and health concepts and strengthen their awareness of occupational hazards, courses such as general safety and health knowledge, professional knowledge and skills training, and emergency response training are held. Tests or training awareness and satisfaction surveys are conducted after the classes to ensure safety in daily work and emergencies. The occupational safety and health education and training of the Company and its subsidiaries in the past two years. Women’s proportion in different roles 2023 2024 All employees 38.44% 36.85% Senior executives 9.09% 11.40% Supervisor 19.60% 17.94% 2023 2024 Training sessions 3,619 3,418 Number of trainees 335,888 338,210 |
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| Implementation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (4)Does the Company provide its employees with career development and training sessions? (5)Does the Company comply with relevant regulations and international standards in customer health and safety, customer privacy, and marketing and labeling its goods and services etc., and has it established consumer rights protection policies and complaint procedures? |
V V |
The Company’s disabling injury frequency (FR) in 2024 was 0.16, and its disabling injury severity rate (SR) was 2, which was far lower than the 0.85 reported by the Occupational Safety and Health Administration for the “electronic components manufacturing industry” in 2022 and reached the Company’s target (0.26) for 2024. In order to prevent the recurrence of accidents, the Company launched an occupational hazard prevention strategy and management plan in 2024, and formulated four improvement strategies: strengthening leadership determination, eliminating hazardous factors, enhancing safety and health awareness, and promoting knowledge exchange, and initiated actions such as supervisor’s safety expectations and declarations, supervisor’s regular supervision and inspection, incident awards and penalties, system improvement, operational hazard analysis and observation, safety inspection of hazardous areas, and improvement of parallel implementation and audit systems, in order to enhance employees’ safety awareness and strengthen the safety of the operating environment. The Company had two fires with no casualties in 2024. The fires were caused by a silane cylinder during gas supply and in the material storage area of a contractor. After the fires, the Company completed investigations and revised the management regulations to prevent the recurrence of the accident. (4)Undertake the 3Vs of the operation strategy - “Create Value, Drive Value, Share Value”, plan diversified learning resources through Innolux University, and actively promote the goals of talent upgrading, cross-border learning and corporate sustainability. Innolux University provides supervisor/college learning to enhance knowledge learning in different fields such as digital transformation, management literacy, functional majors, and multi-task language. It has five colleges and one center, with a total of 24 courses, promoting personal career and company growth, achieving mutual prosperity and win-win. This systematic training mechanism enables employees to develop their talents and achieve continuous growth. (5)The Company is committed to meeting compliance requirements and complying with regional sales market safety and regulatory requirements in the product design process. In terms of regulatory identification, we establish control standards; in terms of material verification, we establish systems to ensure material compliance; in terms of product certification, we implement global market access requirements; in terms of customer demand management, we strive to meet customer’s compliance requirements, actively ensure product compliance. Establish a customer-oriented work philosophy and communicate throughphone calls,emails,and face-to-face meetings to fullyunderstand |
- 57 -
| Implementation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (6)Does the Company have a supplier management policy, require suppliers to comply with regulations on environmental protection, occupational safety and health, and labor rights, and what is its implementation status? |
V | customer needs, formulate improvement strategies, and respond to customers quickly. (6)The Company formulates the “Supplier Corporate Social Responsibility Code of Conduct Operating Standard” based on the Responsible Business Alliance Code of Conduct (RBA) and expects suppliers to work together to implement ESG (environmental, social and governance) management in all aspects of business ethics, labor human rights, health, safety, environment and management systems, so as to improve the effectiveness of sustainable supply chain management and achieve operational risks control to establish a partnership of coexistence and mutual prosperity. The Company will conduct a preliminary assessment and analyze potential risks for new suppliers based on business relationships, product supply categories, location, and potential negative impact risks on the environment, society, governance, etc., and will need to go through on-site/written audit by the procurement, quality, technology, green product units and the sustainability team; in addition, new suppliers need to complete the “Sustainability Assessment Questionnaire (SAQ)” risk self-assessment and sign the “Manufacturer Commitment Letter” before they can become our official supplier. The process of selecting new suppliers takes into account environmental and social standards 100%. Key raw materials suppliers are required to fill in a corporate social responsibility risk questionnaire (SAQ) every year to assess compliance with the five major aspects of RBA, including labor, health and safety, environment, business ethics, and management system. According to the supplier’s response to the information, the Company will determine the sustainability risk. If a supplier is determined to be at high risk, on-site audits will be initiated and continuous follow-up and direction will be provided for improvement. We hope that our suppliers will not only comply with the relevant regulations of our Company, but also require the compliance of the next level of their supply chain. |
||
| 5. Does the Company reference internationally accepted reporting standards or guidelines, and prepare reports that disclose non- financial information of the Company, such as ESG reports? Do the reports above obtain assurance from a third party verification unit? |
V | The Company’s 2024 ESG Report is based on the GRI Standards (2021) published by the Global Reporting Initiative (GRI) in 2021 and passed the certification of the third-party verification unit Taiwan Verification Technology Co., Ltd. (SGS), which met the spirit of the AA1000 AS v3 second type high assurance level, the In Accordance option of the GRI Standards 2021, and SASB sustainability indicators disclosure requirements. |
No significant difference compared to Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
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| ImplementationStatus | Deviations from “Sustainable |
|---|---|
| Implementation Item Yes No Abstract Explanation |
Development Best Practice Principles for TWSE/TPEx Listed |
| Companies” andReasons | |
| 6. If the Company has established the Sustainable Development Best Practice Principles based on “Sustainable Development Best Practice Principles for TWSE/TPEx Listed | |
| Companies”, please describe any discrepancy between the Principles and their implementation: | |
| In order to take corporate sustainable management responsibilities, the Company formulated the Company’s Sustainable Development Best Practice Principles according to | |
| the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, which were implemented after being approved by the Board of Directors in 2022; In | |
| addition, the Company formulated the Sustainable Development Policy and Code of Conduct for Sustainable Development with reference to the United Nations Convention and | |
| the Responsible Business Alliance Code of Conduct, and other international initiatives documents, which mainly cover seven aspects including integrity, compliance with laws | |
| and regulations, respect for human rights, friendly environment, participation in community development and public welfare activities, utilization of influence on supply chain, | |
| balancing and continuously improving economy, social and environmental performance. They also emphasize the inclusion of social and environmental opportunities and risks in | |
| the operational management considerations, and strive to strengthen communication and integration with our stakeholders to leverage the influence of corporate sustainability of | |
| the Company. |
-
If the Company has established the Sustainable Development Best Practice Principles based on “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: In order to take corporate sustainable management responsibilities, the Company formulated the Company’s Sustainable Development Best Practice Principles according to the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, which were implemented after being approved by the Board of Directors in 2022; In addition, the Company formulated the Sustainable Development Policy and Code of Conduct for Sustainable Development with reference to the United Nations Convention and the Responsible Business Alliance Code of Conduct, and other international initiatives documents, which mainly cover seven aspects including integrity, compliance with laws and regulations, respect for human rights, friendly environment, participation in community development and public welfare activities, utilization of influence on supply chain, balancing and continuously improving economy, social and environmental performance. They also emphasize the inclusion of social and environmental opportunities and risks in the operational management considerations, and strive to strengthen communication and integration with our stakeholders to leverage the influence of corporate sustainability of the Company. 7.Other important information to facilitate better understanding of the Company’s sustainable development implementation: The Company adheres to the belief of corporate sustainable management, and works with the Innolux Education Foundation to focus on public welfare care and environmental education, and commit to community participation and social care, and achieving mutual prosperity and development between enterprises and society. The relevant results are disclosed in the ESG Report, the Company’s website and the Market Observation Post System. (1) Charity care: Christmas Warmth x Gift Collection Innolux Education Foundation continues to launch the “Infinite Love for Charity” event, has launched the “Christmas Warmth x Gift Collection” activity for eight consecutive years, and has joined hands with Miaoli and Tainan Fund for Children and Families to realize the Christmas wishes for 9,887 disadvantaged children. Since 2023, the scope of activities has expanded to include the elderly. In conjunction with the Huashan Social Welfare Foundation and the local community in Miaoli, the Company has offered woolen knitting courses. In 2024, 91 colleagues were invited to participate and weave 252 woolen fabrics, which were donated by volunteers to elderly, creating a good cycle of mutual benefit. Colleagues participated in social welfare activities Encourage colleagues to participate in public welfare in the simplest way possible, including adoption gifts, donating, or volunteering, hoping to gather everyone’s strength and create positive impact for society together. (2) Environmental education: Net Zero Education Walk Start Plan To continue the net-zero environmental education, the Company held 18 net-zero promotion courses and 3 online camps in 2024, benefiting a total of 1,771 students, and participating in 173 volunteer services for 65 hours accumulatively. Up to now, a total of 3,470 students have participated in net-zero environmental education courses, further deepening the concept of environmental sustainability. Braving the Peak: Hiking Across the Central Mountain Range Plan Innolux Education Foundation supports the documentary film “Braving the Peak” to promote the beauty of Taiwan’s mountains and forests and the spirit of challenging oneself, documenting the journey of off-road runners completing the 332km long trek in the Central Mountain Range. After the movie was withdrawn, we brought it to rural schools to share the experience of challenging the limits and learning attitude with students. Combined with outdoor activities, we held two mountain off-road young runners classes, benefiting 47 students and conveying the importance of environmental protection and sustainable mountains and forests.
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2.3.7 Climate-Related Information
1. Implementation of Climate-Related Information
| 2.3.7 Climate-Related Information 1. Implementation of Climate-Related Information |
|
|---|---|
| Item | Implementation Status |
| 1. Describe Board of Directors and management oversight and governance of climate-related risks and opportunities. |
The Company’s sustainable development unit summarizes the annual climate strategy results and climate risks and opportunities, and the corporate governance officer reports to the Board of Directors regularly every year, in conjunction with the review of relevant sustainability vision goals and results, and makes adjustments on a rolling basis as appropriate. Moreover, the Carbon Risk Management Committee tracks the response strategies and situations of each working group every quarter; if major climate-related decisions need to be made, irregular meetings willbeheldfor review by theBoard of Directors. |
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short,medium,and longterm). |
|
| 3. Describe the financial impact of extreme climate events and transition actions. |
The Company refers to the TCFD proposal report framework and uses eight aspects including revenue, direct cost, indirect cost, capital expenditure, capital acquisition, asset value, premium and liability to summarize potential financial impact risks. In 2024, the major transition actions also fall into the category of regulations. Cap control/emissions trading, mandatory declarations and the uncertainty of new regulations, all three may lead to increasing costs for the Company. Major physical extreme weather events, including tropical cyclones, not only impact costs but also contribute to a decreasein revenue. |
| 4. Describe how climate risk identification, assessment and management processes are integrated into the overall risk management system. |
The Company’s risk management policies and procedures are based on the principle of three lines of defense. The business execution unit is responsible for identifying and controlling risks; the risk management unit ensures compliance with laws and mastery of risk management objectives; the audit office independently audits the business to ensure the effective operation of the internal control system. In 2024, the Company conducted major identification based on the four major risk categories of strategy, operation, finance and hazard. Climate change has been included as one of the long-term risks and will be comprehensively andholistically controlled according to the above system. |
| 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and main financial impacts used should be described. |
In order to effectively respond to climate impacts and face future uncertainties, climate scenario analysis is adopted, using the revenue of 2022 as the benchmark to reflect the possible effect of physical and transition impact under various scenarios. Referring to the Sixth Assessment Report AR 6 issued by the IPCC in 2021, for the physical impact, the Company uses the Representative Concentration Pathway (RCP), excluding society, economy, and other factors, simply compares the changes in the radiation force to consider, and simulates using the Worst-case Scenario, that is, RCP 8.5; for transition impacts, the Company considered Nationally Determined Contributions (NDC), Shared Socioeconomic Pathway (SSP), and Science Based Targets (SBT). The simulation utilized the more representative SSP1-1.9 and SBT 1.5. |
| 6. If there is a transition plan to manage climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical and transition risks. |
In response to climate change, the Company has formulated a corresponding transition plan based on the baseline BAU (Business As Usual), which includes implementing energy-saving and carbon-reduction measures in combination, the construction of renewable energy equipment, the purchase of green power, certificates and carbon rights, carbon capture, storage and reuse technologies to reduce domestic carbon fees and overseas carbon tax pressure. At present, the Company has passed the SBTi of WB2C as of 2026, and has committed to achieve the long-term goal of RE20 and RE100 for Chinese factories in 2030, and will continue to make rolling revisions and adjustments in the future. |
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| Item | Implementation Status |
|---|---|
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. |
The basis for setting the Company’s internal carbon pricing is as follows: {[Investment amount (NT$) ÷ Number of amortization years (years)] + Freight cost (NT$) + Inspection fee (NT$) } / Greenhouse gas emission reduction(tonCO2e) |
| 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. |
The Company and subsidiaries have set the following reduction targets and action plans: 1. Set SBTi carbon reduction targets. Greenhouse gas Scope 1 and Scope 2 emissions in 2026 will be absolutely reduced by 15% compared to 2020. Through improvements in energy efficiency, installation of fluorine- containing gas reduction equipment in the process, and installation of renewable energy devices and electricity purchase, it is estimated that emissions can be reduced by 29.3% in 2024 compared with the emission in 2020. 2. In 2030, the proportion of renewable energy usage will reach 20% (RE20). Through the installation of solar power equipment and renewable energy procurement, it is estimated that the renewable energy usage rate will reach approximately 5.1%in 2024. |
| 9. Greenhouse gas inventory and assurance status, reduction goals, strategies and specific action plans are described below. |
1. The Company completed the 2023 greenhouse gas inventory and third-party verification agency assurance work of the parent company and its subsidiaries in 2024. It will continue to implement the 2024 greenhouse gas inventory and assurance work in 2025. The inventory and verification work are planned to be completed by the end of April 2025 and the verification statement will be obtained by the end of August 2025 2. The Company has set the SBTi reduction target for its Greater China factories. The absolute reduction of greenhouse gas Scope 1 and Scope 2 emissions in 2026 will be 15% compared to 2020. In 2030, this reduction will increase to 25% compared to the base year of 2020. Additionally, by 2030, the proportion of renewable energy usage will reach 20% (RE20). 3. The carbon reduction strategy includes low-carbon transition of the process, improvement of energy efficiency, and installation of renewable energy devices. Actions taken include maintaining efficiency of high-efficiency exhaust gas reduction equipment, reducing the use of FCs gas and fossil fuels, replacing old equipment to improve energy efficiency, setting up solar power generation devices, setting up biogas power generation devices, and evaluatinglow-carbon energy generation devices,etc. |
2. Greenhouse Gas Inventory and Assurance Status
- (1) Greenhouse Gas Inventory Information: the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years.
The results of the 2023 greenhouse gas inventory of the Company and its subsidiaries in 2023 were disclosed in the ESG Report. The Scope 1 and Scope 2 emissions were approximately 2.60 million metric tons of CO2e. The density was about 12.21 metric tons CO2e/NT$ million.
The results of the greenhouse gas inventory of the company and its subsidiaries in 2024 were disclosed in the ESG Report. The Scope 1 and Scope 2 emissions were approximately 2.39 million metric tons of CO2e. The density was about 11.04 metric tons CO2e/NT$ million.
- (2) Greenhouse Gas Assurance Information: the status of assurance for the most recent 2 fiscal years as of the printing date of the annual report, including the scope of assurance, assurance institutions, assurance standards, and assurance opinion.
The results of the greenhouse gas inventory of the Company and its subsidiaries in 2023 were confirmed by a third party and showed that the Scope 1 and Scope 2 emissions of the Greater China factories were approximately 2.60 million metric tons of CO2e; the intensity was 12.21 metric tons of CO2e/NT$ million.
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The results of the greenhouse gas inventory of the Company and its subsidiaries in 2024 showed that the Scope 1 and Scope 2 emissions of the Greater China factories were approximately 2.39 million metric tons of CO2e. The intensity was 11.04 metric tons CO2e/NT$ million; yet to be inspected by a third-party assurance agency.
The Company and its subsidiaries have completed the 2023 greenhouse gas inventory and assurance work in 2024 in compliance with the planning schedule of the Financial Supervisory Commission’s “Sustainable Development Roadmap for TWSE- and TPEx-Listed Companies”.
The Company plans to complete the 2024 greenhouse gas inventory by the end of April 2025 and entrust a third-party inspection agency (DNV GL Business Assurance Co., Ltd.) to conduct an inspection. It is expected to obtain the verification statement by the end of August 2024. Complete assurance information will be disclosed in the ESG Report.
3. Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan
Greenhouse gas reduction base year and its data, reduction goals, strategies, specific action plans and achievement of reduction goals
The Company’s mid-term to long-term carbon reduction target is to reduce greenhouse gas Scope 1 and Scope 2 emissions by 25% in 2030 compared with the base year of 2020. The reduction strategy includes low-carbon transition of the process, improvement of energy efficiency, and installation of renewable energy devices. Actions taken include setting up high-efficiency exhaust gas reduction equipment, reducing the use of FCs gas and fossil fuels, replacing old equipment to improve energy efficiency, installing solar power generation devices, building biogas power generation devices, etc.
The Company’s third-party inspection showed that the greenhouse gas emissions of the Greater China factories reached 2.60 million metric tons of CO2e in 2023, a reduction of 19.3% compared with the base year. It is estimated that greenhouse gas emissions will reach 2.39 million metric tons of CO2e in 2024, a reduction of about 29.3% compared with the base year.
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2.3.8 Ethical Corporate Management Implementation Status and Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”
| Companies” | ||||
|---|---|---|---|---|
| Evaluation Item | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
||
| Yes | No | Abstract Illustration | ||
| 1.Establishment of ethical corporate management policies and programs (1) Does the Company establish an ethical corporate management policy that was approved by the Board of Directors, and declare its ethical corporate management policy and methods in its regulations and external documents, as well as the commitment of its Board and management to implementing the management policies? (2) Does the Company establish mechanisms for assessing the risk of unethical conduct, periodically analyze and assess operating activities within the scope of business with relatively high risk of unethical conduct, and formulate an unethical conduct prevention plan on this basis, which at least includes preventive measures for conduct specified in Article 7, Paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? (3) Does the Company specify operating procedures, guidelines for conduct, punishments for violation, rules of appeal in the unethical conduct preventionplan,and does it implement |
V V V |
(1)Honesty and integrity are the Company’s most important operating stone, which consolidates the Company’s leadership role in the display industry and gains the trust and respect of customers, shareholders, employees, suppliers and society. The Company’s integrity management policy has been set out in the “Ethical Corporate Management Best Practice Principles for Innolux Corporation”, “Corporate Governance Principles”, “Sustainable Development Best Practice Principles”, “Code of Ethics for Directors and Officers” adopted by the Board of Directors. Various internal regulations and external documents, such as Employee Code of Conduct, and Supplier Corporate Social Responsibility Code of Conduct Operating Standard, express the policies and practices of operating in good faith, and strictly require employees of the Company to fulfill the Company’s integrity policy. At the same time, the Company’s annual report and ESG report and other documents also detail the Company’s integrity management policy and the Board of Directors and management's commitment to actively implement the situation. (2)In order to prevent dishonesty, the Company has strengthened relevant prevention measures in regulations and external documents for business activities with a high risk of dishonesty, and regularly checks, analyzes and evaluates whether the prevention measures are operating effectively to review and correct the prevention measures. In addition, the Company requires all employees to understand the aforementioned specifications in detail, and publish the specifications on the Company’s official website and internal website for internal and external personnel to consult at any time. The Company continues to use regular education and training and diversified publicity methods to make employees clearly aware of the norms they should abide by, thereby reducing the occurrence of dishonest behavior. (3)Ethical Corporate Management Best Practice Principles for Innolux Corporation, Code of Ethics for Directors and Officers, Employee Code of Conduct and Supplier Corporate Social Responsibility Code of Conduct Operating Standard are set to prevent dishonesty norms, for all employees and suppliers to follow together,but also in the Innolux corruption |
No significant difference compared to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| and periodically review and revise the plan? |
investigation and management practice norms for dishonest behavior of the whistle-off system, including whistleblowing law, whistleblowing channels and handling process, for internal and external personnel to file a complaint. The Company will take a fair attitude towards dishonesty and investigate and report cases in a rigorous manner, and in the event of a violation, the Company will take appropriate legal action in accordance withtherelevantlaws and work rules. |
|||
| 2.Fulfill operations integrity policy (1)Does the Company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? (2) Does the Company establish a dedicated unit under the Board of Directors to promote ethical corporate management, and periodically (at least once a year) report to the Board of Directors and supervise the implementation of the ethical corporate management policy and unethical conduct prevention plan? (3)Does the Company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? (4) Does the Company have effective accounting system and internal control systems set up to facilitate ethical corporate management, does the internal auditing unit formulate audit plans based on unethical conduct risk assessment results, and does it audit compliance |
V V V V |
(1)The Company requires global suppliers to comply with the Supplier Corporate Social Responsibility Code of Conduct Operating Standard and sign a manufacturer's commitment to jointly practice the Company’s corporate culture of integrity management. In addition, the Company continues to conduct policy communications to suppliers and customers to communicate the Company’s integrity management culture to suppliers and customers, and to understand whether any misconduct has occurred. (2)The Company is led by the Corruption Incident Investigation Team as a responsible unit. It continues to promote various integrity management plans in accordance with company policies, and promotes integrity and cleanliness matters. Integrity management policies, prevention of dishonesty behavior plans, supervision, and implementation situation in 2024 have been conducted an annual report to the Board of Directors on March 13, 2025. If there is a case of violation of honesty and integrity, the Company will handle it in accordance with the regulations of the investigation and management of the corruption incident of Innolux. (3)The Company has set out the relevant codes of conduct for the prevention of conflicts of interest in the Code of Ethics for Directors and Officers and Employee Code of Conduct. All colleagues are required to voluntarily declare and avoid any conflict of interest. In order to implement the policy, the Company also requires employees to fill out an annual questionnaire survey to voluntarily report any conflicts of interest. (4)The Company establishes a complete and effective accounting system and internal control system to ensure the continuous design and implementation of the system. In addition to regular audits by the internal auditing unit of the Company and its compliance with the anti-corruption measures formulated in accordance with the risk assessment results within the Company, there is also PricewaterhouseCoopers to regularly check the financial statements for the Company. |
No significant difference compared to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| with the unethical conduct prevention plan or commission a CPA to perform the audit? (5)Does the Company regularly hold internal and external educational trainings on operational integrity? |
V |
(5) Education and training are the most important part of the Company’s implementation of the integrity policy. The Company continues to strengthen the compliance awareness of colleagues through the integrity management education and training courses, and at the same time uses the official website, startup screens, and screen savers to continue to promote integrity management standards. The Company regularly organizes business ethics and integrity education and training. In 2024, 9,038 new employees and 10,871 indirect employees from the Greater China region participated and completed the training, totaling 19,909 persons. In addition, in order to ensure that suppliers follow the Company’s integrity management policy, in addition to drafting supplier’s corporate social responsibility codes of conduct and operating specifications for suppliers to follow, the Company has also announced the specifications on the Company’s official website for their referenceat anytime. |
||
| 3. The operation of the Company's whistleblowing system (1)Does the Company establish both a reward/punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-up? (2) Does the Company establish standard operating procedures for investigating reported cases, and does it take subsequent measures and implement a confidentialitymechanism after |
V V |
(1)In order to implement the corporate culture of integrity and protect the rights and interests of whistleblowers, the Company has formulated operating standards for the investigation and management of corruption incidents in Innolux Corporation. It sets up a report mailbox on the official website to provide whistleblowing channels, reception procedures and other information ([email protected]) for internal and external personnel at any time to use. In addition, this reporting channel information is disclosed in the Company’s boot screen, internal advocacy posters and the Letter of Supplier’s Undertakings that suppliers should sign, so that internal and external people are informed and make full use of the whistleblowing channels to report. Report cases according to the Company’s corruption investigation and management practices set up an investigation team to investigate. (2)The Company has formulated detailed corruption investigations and management practice norms for the investigation and management of the corruption incidents of Innolux Corporation. For investigations of reported cases, the Company conducts investigations in a confidential and rigorous |
No significant difference compared to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| completing investigation? (3)Does the Company provide proper whistleblower protection? |
V | manner. After the investigation of the reported cases is completed, the Company takes follow-up measures according to the severity of the internal rules. If criminal responsibility is involved, it will be transferred to the judicial office for investigation. 1.Acceptance principle The investigation team starts an investigation as soon as it receives an accepted case. After the investigation, it should comprehensively determine whether the content of the case is specific or general on a case- by-case basis. If the content is specific and meets the criteria for filing a case, an investigation report must be submitted to state whether the case has been reported before the case can be closed; if the content is vague and does not meet the criteria for filing a case, there is no need to submit an investigation report. It should be noted that the case does not meet the criteria for filing a case. Therefore, the case has been closed. 2.Investigation procedures The investigation team may question the whistleblower, the person being reported, or relevant personnel by email, phone, video, or in person, and shall keep records of the inquiries in an appropriate manner. 3.Protection mechanism and confidentiality measures All investigators shall have the obligation to keep the investigation process and related information confidential (including but not limited to taking appropriate measures to protect the identity of the whistleblower and the content of the report from disclosure or awareness), and shall not publish or discuss it with third parties without authorization. Violators, their participation in the investigation should be terminated and they should be punished accordingly under the Company’s personnel regulations. (3) The Company strictly prohibits any form of retaliation in corruption investigations and management practice norms. In order to protect the whistleblower, the Company clearly stated in the Company’s corruption investigations and management practice norms that the Company will protect the whistleblower from any retaliation caused by the report, and prohibits colleagues from taking any retaliation measures. In the course of the investigation, the investigation team did abide by the relevant provisions of the confidentiality of the informant’s identity and anonymous reporting, strictly abided by the standard operating procedures for the investigation of the report,and related confidentialitymechanisms,to |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| protect the confidentiality of the informant’s identity, so that the informant wouldnotsuffer from thereport improperdisposal. |
||||
| 4.Strengthening information disclosure Does the Company disclose its ethical corporate management policies and the results of its implementation on the Company’s websiteandMOPS? |
V | The Company discloses the Ethical Corporate Management Best Practice Principles on the Company’s official website and MOPS. It also discloses related information about operational integrity and implements results in the ESG Report and official website. |
No significant difference compared to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies |
|
| 5. If the Company has established the ethical corporate management policies based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation. The Company has enacted Ethical Corporate Management Best Practice Principles for Innolux Corporation in accordance with Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, and disclosed on the official website and MOPS. All of the Company’s colleagues and affiliates are required to comply with these provisions,thereisnotconformity with theEthicalCorporateManagement Best PracticePrinciplesfor TWSE/TPEx Listed Companies. |
||||
| 6. Other important information to facilitate a better understanding of the ethical corporate management operation of the Company (e.g., review and amend its policies.): (1)Strictly abide by the business conduct regulations and other relevant regulations for listing companies as the basis for the implementation of integrity management, and continue to identify and update the regulations to ensure the implementation of the regulations. (2)The Company continues to conduct business ethics regulatory risk assessments every year, and implements the Company’s business ethics risk management through the internal control system. |
-
If the Company has established the ethical corporate management policies based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation. The Company has enacted Ethical Corporate Management Best Practice Principles for Innolux Corporation in accordance with Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, and disclosed on the official website and MOPS. All of the Company’s colleagues and affiliates are required to comply with these provisions, there is not conformity with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. 6. Other important information to facilitate a better understanding of the ethical corporate management operation of the Company (e.g., review and amend its policies.): (1)Strictly abide by the business conduct regulations and other relevant regulations for listing companies as the basis for the implementation of integrity management, and continue to identify and update the regulations to ensure the implementation of the regulations. (2)The Company continues to conduct business ethics regulatory risk assessments every year, and implements the Company’s business ethics risk management through the internal control system.
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2.3.9 Other Important Information Regarding Corporate Governance
-
The Company has established the Procedures for Handling Material Inside Information that clearly regulates the handling and disclosure of important internal information. Relevant procedures are regularly reviewed to meet the current laws and regulations and the practical management needs, and internal announcements have been made in the Company along with relevant trainings for all employees.
-
The Company began to plan the introduction of Taiwan Intellectual Property Management System (TIPS) at the end of 2021, and passed the TIPS-AA certification on October 6, 2024, and was one of the two companies that passed the TIPS-AA certification in 2024. Since its first participation in TIPS-A certification in 2022, the Company has been progressing step by step in accordance with the established plan. In 2024, the Company further integrated intellectual property management with ESG, fully demonstrating our determination to emphasize intellectual property protection, improve intellectual property management, and realize sustainable development of the Company.
In order to strengthen our competitive edge, the Company continues to combine operational objectives and R&D resources to formulate intellectual property strategies and to implement intellectual property deployment and protection measures In particular, we have established tactic deployment strategies for intellectual property management (including patent education and training, proposed evaluation mechanism, incentive system, postapproval evaluation, and patent revitalization strategy), and have also established a patent management system to create a comprehensive patent control framework to strengthen the control, utilization, and deployment of patents. As of printed date of annual report, the Company has an aggregate of approximately 14,145 patents worldwide.
In addition, for trademarks, copyrights, and trade secrets, the Company continues to actively perform trademark examination and arrangement in accordance with the relevant management regulations. As of printed date of annual report, the Company has obtained 107 registered trademarks worldwide. In addition, we control trade secrets and copyrights through strict security measures, and further extend the protection of all intellectual property to effectively control and integrate the superior resources of intellectual property, strengthen the Company's competitiveness, and ensure the competitive advantage.
The implementation of the Company’s 2024 intellectual property management plan was reported to the Board of Directors on March 13, 2025.
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Status of Directors' participation in corporate governance related courses and trainings in 2024:
| Title | Name | Date | Sponsoring Organization | Course | Hours |
|---|---|---|---|---|---|
| Chairman | Jin-Yang Hung | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Director | Chu-Hsiang Yang | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.09.30 | TWSE | TaiwanCapital Market Summit | 3 | ||
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Director | Jyh-Chau Wang | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.08.13 | Taiwan Corporate Governance Association | Duties and responsibilities of companies and directors under tax laws and securities exchangelaws |
3 | ||
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Director | Ching-Lung Ting | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Independent Director |
Chi-Chia Hsieh | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Independent Director |
Chih-I Wu | 2024.07.30 | Corporate Operating and Sustainable Development Association |
Impacts of U.S. Export Control on Corporate Operations and Risk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Independent Director |
Chih-Wei Wu | 2024.06.26 | Taiwan Corporate Governance Association | Towards Net Zero: Natural Carbon Sinks and Carbon Trading |
3 |
| 2024.08.12 | TaiwanCorporate GovernanceAssociation | Taiwan'sIndustrialOutlook | 3 | ||
| 2024.11.27 | Taiwan Corporate Governance Association | A Case Study on the Key Success or Failure of Enterprises |
3 |
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| Title | Name | Date | Sponsoring Organization | Course | Hours |
|---|---|---|---|---|---|
| Independent Director |
Hsin-Bei Shen | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.01 | Independent Director Association Taiwan | ESG Sustainability Forum 2024: A win-win for the environment and the economy: Taiwan's pathtoESG practice |
|||
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Independent Director |
Chi-Mo Huang | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable Development Association |
ESG related legal issue for the Board of directors |
3 |
- Status of senior executives participating in corporate governance related courses and trainings in 2024:
| Title | Name | Date | Sponsoring Organization | Course | Hours |
|---|---|---|---|---|---|
| Chairman & CEO | Jin-Yang Hung | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| President & COO | Chu-Hsiang Yang | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.09.30 | TWSE | TaiwanCapital Market Summit | 3 | ||
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Executive VP | Hung-Wen Yang | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Vice President | Chih-Ming Chen | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Vice President | Tai-Chi Pan | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable Development Association |
ESG related legal issue for the Board of directors |
3 |
- 70 -
| Title | Name | Date | Sponsoring Organization | Course | Hours |
|---|---|---|---|---|---|
| Vice President | Ching-Wen Huang | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Financial Officer | Wei-Cheng Chiu | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Accounting Officer | Rou-Li Cheng | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.29 | Corporate Operating and Sustainable DevelopmentAssociation |
ESG related legal issue for the Board of directors |
3 | ||
| Corporate Governance Officer |
Chih-Huang Chang | 2024.07.30 | Corporate Operating and Sustainable DevelopmentAssociation |
Impacts of U.S. Export Control on Corporate Operations andRisk Management |
3 |
| 2024.10.04 | Securities and Futures Institute | 2024 Prevention of Insider Trading PromotionConference |
3 | ||
| 2024.10.29 | Corporate Operating and Sustainable Development Association |
ESG related legal issue for the Board of directors |
3 |
-
71 -
-
Certification Details of Employees, whose Jobs are Related to the Release of the Company’s Financial Information
| Information | ||
|---|---|---|
| Certification | Number of Employees | |
| Finance& Accounting | Internal Audit | |
| Certified Public Accountant,CPA | 1 | - |
| Certified Public Accountants of Singapore,CPA | 1 | - |
| Certified Internal Auditor,CIA | 1 | 2 |
| Chartered Financial Analyst,CFA | 2 | - |
| Certified Management Accountant,CMA | 8 | - |
| Tax Advisor,TA | 2 | - |
| Financial Risk Manager,FRM | 1 | - |
| Chinese Certified Public Accountant,CPA | 1 | - |
| Senior Securities Specialist | 10 | - |
| Securities Specialist | 7 | 1 |
| Internal controller test of SFI | 3 | 1 |
| Basic CompetencyTest of Corporate Governance of SFI | 2 | - |
| Basic Competency Test of Sustainable Development of SFI |
1 | - |
- Succession planning and operation of Board members and important management members
The Company implements the diversification policy of Board members in accordance with the corporate governance code of practice. There are currently 9 directors (including 5 independent directors), all of whom have industry knowledge and international market views, and are good at leadership, operational judgment, operation management, crisis management and other professional capabilities. Two of them concurrently serve as senior management of the Company. In the future, the composition structure of the Board of Directors of the Company and the experience background of members will continue the current structure. The annual “Board Performance Evaluation Results” will be used as a reference for the nomination of directors for renewal.
Regarding the succession planning of the Board of Directors, the Company cultivates high-level managers to enter the Board to familiarize them with the operations of the Board and the business of the Company’s units, and deepen their industry experience through work rotation. At present, the Company has many highlevel management professionals, so the Company has ample talent pool to be appointed as future directors. In addition to considering diversity, it will focus on gender equality and possess the knowledge, skills and literacy necessary for performing duties.
The Company adheres to embracing change and leading the market demand, with the three main directions of “cultivating innovation and arranging succession”, “deploying the leadership team” and “deepening the depth of positions”. In addition to excellent work ability, the successors should also have the values consistent with those of the Company.
Based on the talents’ future development and potential ability, the succession cultivation plan is divided into the three stages of experience cultivation, agency and observation, and formal succession. During the period, courses and action learning, project assignment and management authorization, and assignment and rotation are provided, and the feasibility of formal succession is assessed through performance evaluation and highlevel personnel review. In addition to internal learning, senior executives and potential talents are also encouraged to study in top universities to deepen the knowledge and ability of business management.
- 72 -
2.2.10 Internal Control System
- Statement of internal control system
Please go to the MOPS (https://mops.twse.com.tw) and click on "Single Company" under "Corporate Governance" and "Company Regulations/Internal Control" and click on the internal control statement announcement for query.
- Hire an accountant to audit the Company’s internal control system and disclose the audit report made by accountants: None.
2.3.11 Major Resolutions of Shareholders’ Meeting and Board Meetings
-
Important resolutions and implementation made by the 2024 Shareholders’ Meeting as of the printed date of annual report
-
(1)Recognition of 2023 Business Report and Financial Statements
Status of execution: The voting result, the weight of approval was in accordance with the statutory requirements.
-
Implementation Status: The relevant forms have been submitted to the competent authority for reference and announcement in accordance with the Company Act and other relevant laws and regulations.
-
(2)Recognition of 2023 Profit and Loss Appropriation
-
Status of execution: The voting result, the weight of approval was in accordance with the statutory requirements.
Implementation Status: No dividends will be distributed in 2023.
- (3)Proposal to proceed with cash capital reduction
Status of execution: The voting result, the weight of approval was in accordance with the statutory requirements.
Implementation Status: It has been approved by the letter of approval from Taiwan Stock Exchange
Corporation with reference number 1131803110, dated July 8, 2024. The date of cash refund: August 30, 2024, which has been completed.
- Major resolutions by the Board Meetings for 2024 as of the printed date of annual report
| Date | Major Resolutions |
|---|---|
| 8th meeting of the 9th term 2024.02.22 |
1. 2023 Business Report and Financial Statements of the Company 2. Proposal of 2023 Profit and Loss Appropriation 3. The appointment, remuneration, and assessment of the independence and competency of CPAs 4. The Company’s Business Plan in 2024 5. Proposal of the capital expenditures for the Company in 2024 6. Proposal to convene 2024 Annual General Shareholders’ Meeting 7. Machinery and equipment proposed for disposal for business use 8. Proposal of the Company's 2023 Internal Control System Statement 9. Amendments to some clauses of the Audit Committee Charter and Rules and Procedures for Meeting of the Board of Directors 10. Proposal for executing loan agreements with financial institutions 11. Proposal for amendments to the managerial officers’ pension management measures 12.Proposal fortheremunerationof managerialofficers and employee directorsin 2023 |
| 9th meeting of the 9th term 2024.04.19 |
1.Proposal to proceed with cash capital reduction 2. Proposal to convene 2024 Annual General Shareholders’ Meeting (adding discussion motions) 3. Consolidated financial statements of the Company for the first quarter of 2024 4. Proposal for executing loan agreements with financial institutions 5. Change of the Company's Corporate Governance Officer 6.Proposal fortheindividual remunerationof managerialofficersin 2023 |
| 10th meeting of the 9th term 2024.07.30 |
1. Consolidated financial statements of the Company for the second quarter of 2024 2. Proposal for disposal of properties related to TAC factory in Southern Taiwan Science Park Fab D 3. Prepare and compile business report for 2023 4. Proposal for executingloan agreements with financial institutions |
- 73 -
| Date | Major Resolutions |
|---|---|
| 11th meeting of the 9th term 2024.10.29 |
1. Consolidated financial statements of the Company for the third quarter of 2024 2. Proposal for ratification of disposal of properties related to TAC factory in Southern Taiwan Science Park Fab D 3. Revised the company's internal control system and internal audit implementation rules 4. Proposal of 2025 Audit plan 5. Proposal for executing loan agreements with financial institutions 6.Proposed amendments to the relevant schedules of the performance evaluation method of the board of directors and functional committees of the company 7. Proposal for the individual remuneration of managerial officers in 2023 8.Proposal fortheindividual remunerationof managerialofficersin 2024 |
| 12th meeting of the 9th term 2025.02.17 |
1.The Company’s Business Plan in 2025 2.Proposal of the capital expenditures for the Company in 2025 3.Formulate the organizational charter of the Company's Corporate Governance and Nomination Committee and establish the Corporate Governance and Nomination Committee 4. Appointment of members of the first Corporate Governance and Nomination Committee of the Company 5. Proposed amendment to the company's articles of association 6. Comprehensive re-election of the company's directors 7. Convening the 2025 Annual Shareholders Meeting of the Company 8.Proposed signing ofa bank line contract withafinancial institution |
| 13th meeting of the 9th term 2024.03.13 |
1.2024 Report on Directors and Employees Remuneration Distribution 2. 2024 Business Report and Financial Statements of the Company 3. Proposals of 2024 Earnings Distribution Table 4. Proposal of cash distribution from capital surplus 5. The appointment, remuneration, and assessment of the independence and competency of CPAs 6. Subsidiaries of the Company CarUX Holding Limited to Apply for Listing and Trading in An Overseas Securities Market 7. Reducing the cumulative shareholding of CarUX Holding Limited, a subsidiary, to more than 10% 8. List of Candidates for the Nine Seats (Including Five Independent Directors) of the Tenth Board of Directors of the Company 9. Exemption of non-competition restrictions on the directors of the company 10. Proposal to convene 2025 Annual General Shareholders’ Meeting (adding discussion motions) 11. Proposal of the Company's 2024 Internal Control System Statement 12. Planned donation to the Crowdfunding Education Foundation 13. Submit a proposal on remuneration for members of the Company's Corporate Governance and Nomination Committee 14.Proposal for the remuneration of managerial officers and employee directors in 2024 15. Proposal for the individual remuneration of managerial officers in 2024 |
2.3.12 Documented opinions or declarations made by directors or supervisors against board resolutions in the most recent year, up until the publication date of annual report: None.
- 74 -
2.4 Disclosure of CPA Fees
2.4.1 Fee Information
| 2.4.1 Fee Information | 2.4.1 Fee Information | 2.4.1 Fee Information | 2.4.1 Fee Information | 2.4.1 Fee Information | 2.4.1 Fee Information | 2.4.1 Fee Information |
|---|---|---|---|---|---|---|
| Amount Unit: NT$thousand | ||||||
| Accounting Firm |
Name of CPA | Audit Period | Audit Fee | Non- auditFee |
Total | Remarks |
| PwC Taiwan | Sheng-Chung Hsu |
2024.01.01- 2024.12.31 |
12,928 | 15,781 |
28,709 |
Transfer pricing, R & D credit, country report public expense, Robotic Process Automation (RPA)Software License. |
Liang, Hua-Ling |
-
Replaced the accounting firm and the audit fee paid to the new accounting firm was less than the payment of the previous year: None.
-
Audit fee reduced more than 10% year over year, required to disclose the reduced amount, proportion, and reason: None.
2.4.2 The professional fees for auditing services referred means the professional fees paid by the Company to a
certified public accountant for auditing, review, and secondary reviews of financial reports, financial forecast reviews, and tax certification.
2.5 Replacement of CPA : None.
2.6The Company’s Chairman, President, or any Managerial Officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPA or at an affiliated enterprise: None.
2.7 Changes in Shareholding of Directors, Managerial Officers and Major Shareholders
2.7.1 Changes in Shareholding of Directors, Managerial Officers and Major Shareholders
For equity changes, please go to MOPS (https://mops.twse.com.tw) and click on "Equity Changes/Securities Issuance" under "Single Company", "Equity Transfer Information Inquiry", and click on "Post-Insider Shareholding Change Report Form" to query.
2.7.2 Where the counterpart of the equity transfer is a related party :
In the most recent year (2024) and as of the date of publication of the annual report, the Company's directors, managerial officers and shareholders holding more than 10% of the shares have not had any equity transfers to the Company’s related parties.
2.7.3 Where the counterpart of the equity pledge is a related party :
In the most recent year (2024) and as of the date of publication of the annual report, the Company's directors, managerial officers and shareholders holding more than 10% of the shares have not had any equity pledges to the Company’s related parties.
- 75 -
2.8 Relationship among the Top 10 shareholders
| Name | Shares held | Shares held | Shareholdings of spouse and underage children |
Shareholdings of spouse and underage children |
Shares held through nominees |
Shares held through nominees |
Familial relationships between top 10 shareholders who are either related parties, spouses, or relatives within the second degree of kinship, his/her/its title (or name) and relationships |
Familial relationships between top 10 shareholders who are either related parties, spouses, or relatives within the second degree of kinship, his/her/its title (or name) and relationships |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relationships | ||
| Taipei Fubon Bank in custody for Innolux Corporation Trust Account |
180,932,243 | 2.27% | - |
- | - | - | N.A. | N.A. | |
| Hyield Venture Capital Co., Ltd |
130,393,541 | 1.63% | - |
- | - | - | Hon Hai Precision Ind. Co.,Ltd. |
Subsidiary of Hon Hai Precision Ind. Co.,Ltd. |
|
| Representative: De-Cai Huang |
160,863 | - |
- | - | - | - | N.A. | N.A. | |
| Hon Hai Precision Ind. Co., Ltd. |
111,947,633 | 1.40% | - |
- | - | - | Hyield Venture Capital Co., Ltd |
Parent Company of Hyield Venture Capital Co.,Ltd |
|
| Representative: Young-Way Liu |
- | - | - | - | - | - | Hon Hai Precision Ind. Co.,Ltd. |
Chairman of Hon Hai Precision Ind. Co.,Ltd.. |
|
| Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds |
104,615,241 | 1.31% | - |
- | - | - | N.A. | N.A. | |
| Foxconn Technology Co., Ltd. |
96,506,581 | 1.21% | - |
- | - | - | Hon Hai Precision Ind. Co.,Ltd. |
Investee under the equitymethod |
|
| Representative: Chun-Fu Lu | - | - | - | - | - | - | Hua Zhun Investments Co.,Ltd. |
Chairman of Hua Zhun Investments Co.,Ltd. |
|
| Vanguard Emer Ging Markets Stock Index Fund, a series of Vanguard International equity index funds |
96,095,295 | 1.20% | - |
- | - | - | N.A. | N.A. | |
| Hua Zhun Investments Co., Ltd. |
91,574,021 | 1.51% | - |
- | - | - | Foxconn Technology Co.,Ltd. |
Subsidiary of Foxconn Technology Co.,Ltd. |
|
| Representative: Chun-Fu Lu | - | - | - | - | - | - | Foxconn Technology Co.,Ltd. |
Chairman of Foxconn TechnologyCo.,Ltd. |
|
| Citibank in custody for Norges Bank Investment Account |
70,279,581 | 0.88% | - |
- | - | - | N.A. | N.A. | |
| Terry Gou | 59,995,280 | 0.75% | - |
- | - | - | N.A. | N.A. | |
| Citibank in custody for Government of Singapore Investment Account |
57,728,107 | 0.72% | - | - | - | - | N.A. | N.A. |
- 76 -
2.9 The total number of shares and total equity stake held in any single enterprise by the Company, its Directors, Managerial Officers, and any companies controlled either directly or indirectly by the Company
Unit: Shares; December 31, 2024
| Investee Enterprises | Investment by the Company |
Investment by the Company |
Investment by the Directors, Managerial Officers and Directly or Indirectly Controlled Entities of the Company |
Investment by the Directors, Managerial Officers and Directly or Indirectly Controlled Entities of the Company |
Total Investment | Total Investment |
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| AdvancedMicroLux HoldingLimited | 20,000,000 | 66.67% | — | 0.00% | 20,000,000 | 66.67% |
| CarUX HoldingLimited | — | — | 123,634,371 | 85.91% |
123,634,371 | 85.91% |
| CarUX TechnologyEuropeB.V. | — | — | 375,810 | 100.00% | 375,810 | 100.00% |
| CarUX Technology Germany GmbH | — | — | 100,000 | 100.00% | 100,000 | 100.00% |
| CarUX Technology Hong Kong Holding Limited |
— | — | 162,897,802 | 100.00% | 162,897,802 | 100.00% |
| CarUX TechnologyPte.Ltd. | — | — | 210,431,749 | 100.00% | 210,431,749 | 100.00% |
| Double Star Inc. | — | — | 10,000,000 | 100.00% | 10,000,000 | 100.00% |
| Innocare OptoelectronicsEuropeB.V. | — | — | 500 | 100.00% | 500 | 100.00% |
| InnoCare Optoelectronics JapanCo.,Ltd. | — | — | 30,010 | 100.00% | 30,010 | 100.00% |
| InnoCare Optoelectronics USA,INC. | — | — | 900,000 | 100.00% | 900,000 | 100.00% |
| Innolux HoldingLimited | 225,568,185 | 100.00% | — | — | 225,568,185 | 100.00% |
| Innolux HongKongHoldingLimited | 1,158,844,000 | 100.00% | — | — | 1,158,844,000 | 100.00% |
| InnoluxJapanCo.,Ltd. | 98 | 54.44% | 82 | 45.56% |
180 | 100.00% |
| InnoluxOptoelectronicsIndia PrivateLimited | — | — |
144,095,500 | 100.00% | 144,095,500 | 100.00% |
| InnoluxSingaporeHoldingPte.Ltd. | 25,400,000 | 100.00% | — | — |
25,400,000 | 100.00% |
| InnoluxUSA Inc. | — | — |
12,842 | 100.00% | 12,842 | 100.00% |
| KeywayInvestment Management Limited | 1,656,410 | 100.00% | — | — |
1,656,410 | 100.00% |
| Landmark International Ltd. | 709,450,000 | 100.00% | — | — | 709,450,000 | 100.00% |
| RocketsHoldingLtd. | — | — |
160,504,550 | 100.00% | 160,504,550 | 100.00% |
| StanfordDevelopmentsLtd. | — | — | 164,000,000 | 100.00% | 164,000,000 | 100.00% |
| SunsHoldingLtd. | — | — | 18,177,052 | 100.00% | 18,177,052 | 100.00% |
| Toppoly Optoelectronics (B.V.I.)Ltd. | 146,847,000 | 100.00% | — | — |
146,847,000 | 100.00% |
| Toppoly Optoelectronics (Cayman)Ltd. | — | — | 146,817,000 | 100.00% | 146,817,000 | 100.00% |
| WarriorsTechnologyInvestmentsLtd. | — | — | 18,177,052 | 100.00% | 18,177,052 | 100.00% |
| ULTIMATE FANTASY LIMITED | — | — | — | — |
— | — |
| YuanChi investment Ltd. | — | 100.00% | — | — | — | 100.00% |
| CarUX TechnologyTaiwan Inc. | — | — | 150,000,000 | 100.00% | 150,000,000 | 100.00% |
| Foshan InnoluxOptoelectronicsLtd. | — | — | — | 100.00% | — | 100.00% |
| Foshan Innolux LogisticsLtd. | — | — | — | 100.00% | — | 100.00% |
| NanjingInnolux TechnologyLtd. | — | — | — | 100.00% | — | 100.00% |
| NanjingInnoluxOptoelectronicsLtd. | — | — | — | 100.00% | — | 100.00% |
| GIO (Maanshan) OptoelectronicsLtd. | — | — | — | 100.00% | — | 100.00% |
| GIO Optoelectronics Corp. | 41,288,528 | 76.44% | 439,459 | 0.81% | 41,727,987 | 77.25% |
| InnoJoyInvestmentCorp. | 175,409,859 | 100.00% | — | — | 175,409,859 | 100.00% |
| Innocom Technology (Shenzhen)Ltd. | — | — | — | 100.00% | — | 100.00% |
| Inno CapitalCorporation | — | — | 1,700,404 | 100.00% | 1,700,404 | 100.00% |
| CarUX Technology (Shanghai)Ltd. | — | — | — | 100.00% | — | 100.00% |
| NingboInnolux ElectronicsLtd. | — | — | — | 100.00% | — | 100.00% |
| NingboInnoluxOptoelectronicsLtd. | — | — | — | 100.00% | — | 100.00% |
| NingboInnolux DisplayLTD | — | — | — | 100.00% | — | 100.00% |
| Ningbo CarUX TechnologyLtd. | — | — | — | 100.00% | — | 100.00% |
| InnoCare Optoelectronics Corporation | 20,200,000 | 50.21% |
643,720 | 1.60% |
20,843,720 | 51.81% |
Note: Long-term equity investment of the Company calculated according to the equity method.
- 77 -
III. Capital Overview
3.1 Capital and Shares
3.1.1 Capital and Shares
| 3.1.1 Capital and Shares | ||||
|---|---|---|---|---|
| April 2,2025;Unit: Shares | ||||
| Share Type | Authorized Capital | Remarks | ||
| OutstandingShares | Un-issued Shares | Total | ||
| Common Shares | 7,989,197,337 | 4,010,802,663 | 12,000,000,000 |
3.1.2 Source of Capital
| Unit: thousand shares;NT$thousand | Unit: thousand shares;NT$thousand | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year/ Month |
Issue price (NT$) |
Authorized Capital Shares Amount |
Paid-in Shares |
Capital Amount |
Sources | of | Capital | Remark Capital increase by assets other than cash Effective Date (Approval No.) |
| 3.1.2 Source of Capital | 3.1.2 Source of Capital | 3.1.2 Source of Capital | 3.1.2 Source of Capital | 3.1.2 Source of Capital | 3.1.2 Source of Capital | 3.1.2 Source of Capital | 3.1.2 Source of Capital | 3.1.2 Source of Capital |
|---|---|---|---|---|---|---|---|---|
| Unit: thousand shares;NT$thousand | ||||||||
| Year/ Month |
Issue price (NT$) |
Authorized Capital | Paid-in Capital | Remark | ||||
| Shares | Amount | Shares | Amount | Sources of Capital | Capital increase by assets other than cash |
Effective Date (Approval No.) |
||
| 2003.01 | - | 120,000 | 1,200,000 |
35,000 |
350,000 |
Created at inception | None | 2003.01.14 Yuan- Shang- Zih No. 0920001669 |
| 2003.05 | 10 | 120,000 | 1,200,000 |
100,000 |
1,000,000 |
65 million shares from cash capital increase |
None | 2003.05.30 Yuan- Shang- Zih No. 0920013164 |
| 2003.10 | 10 | 1,000,000 | 10,000,000 |
300,000 |
3,000,000 |
200 million shares from cash capital increase |
None | 2003.11.07 Yuan- Shang- Zih No. 0920030835 |
| 2004.04 | 10 | 1,000,000 | 10,000,000 |
900,000 |
9,000,000 |
600 million shares from cash capital increase |
None | 2004.05.24 Yuan- Shang- Zih No. 0930013914 |
| 2004.09 | 12 | 2,500,000 | 25,000,000 |
1,500,000 |
15,000,000 |
600 million shares from cash capital increase |
None | 2004.10.26 Yuan- Shang- Zih No. 9300030355 |
| 2005.06 | 14 | 2,500,000 | 25,000,000 |
2,100,000 |
21,000,000 |
600 million shares from cash capital increase |
None | 2005.07.22 Yuan- Shang- Zih No. 0940019992 |
| 2006.01 | - | 2,500,000 | 25,000,000 |
2,106,624 |
21,066,240 |
6,624 thousand new shares issued upon the exercise of employee stock options |
None |
2006.02.13 Yuan- Shang- Zih No. 0950002674 |
| 2006.04 | - | 2,500,000 | 25,000,000 |
2,111,856 |
21,118,560 |
5,232 thousand new shares issued upon the exercise of employee stock options |
None |
2006.05.09 Yuan- Shang- Zih No. 0950011150 |
| 2006.09 | - | 2,500,000 | 25,000,000 |
2,112,129 |
21,121,290 |
273 thousand new shares issued upon the exercise of employee stock options |
None | 2006.10.16 Yuan- Shang- Zih No. 0950026853 |
| 2006.10 | 41 | 3,300,000 | 33,000,000 |
2,312,129 |
23,121,290 |
200 million shares from cash capital increase |
None | 2006.12.04 Yuan- Shang- Zih No. 0950032417 |
| 2007.01 | - | 3,300,000 | 33,000,000 |
2,326,056 |
23,260,560 |
13,927 thousand new shares issued upon the exercise of employee stock options |
None | 2007.02.09 Yuan- Shang- Zih No. 0960003715 |
| 2007.03 | - | 3,300,000 | 33,000,000 |
2,331,706 |
23,317,062 |
5,650 thousand shares from capital increase in connection with merger |
None | 2007.05.30 Yuan- Shang- Zih No. 0960014540 |
| 2007.04 | - | 3,300,000 | 33,000,000 |
2,331,761 |
23,317,612 |
55 thousand new shares issued upon the exercise of employee stock options |
None | 2007.05.31 Yuan- Shang- Zih No. 0960014605 |
| 2007.08 | - | 3,300,000 | 33,000,000 |
2,340,765 |
23,407,652 |
9,004 thousand new shares issued upon the exercise of employee stock options |
None |
2007.08.30 Yuan- Shang- Zih No. 0960023196 |
| 2007.09 | - | 3,300,000 | 33,000,000 |
2,442,155 |
24,421,550 |
101,390 thousand shares from capital increase through capitalization of retained earnings |
None | 2007.09.19 Yuan- Shang- Zih No. 0960025459 |
| 2007.10 | - | 3,300,000 | 33,000,000 |
2,442,372 |
24,423,720 |
217 thousand new shares issued upon the exercise of employee stock options |
None | 2007.10.29 Yuan- Shang- Zih No. 0960029080 |
| 2007.11 | 146 | 3,300,000 | 33,000,000 |
2,742,372 |
27,423,720 |
300 million shares from cash capital increase to participate in the issuance of overseas depositaryreceipts |
None | 2007.12.10 Yuan- Shang- Zih No. 0960033616 |
| 2008.02 | - | 3,300,000 | 33,000,000 |
2,751,026 |
27,510,260 |
8,654 thousand new shares issued upon the exercise of employee stock options |
None |
2007.02.12 Yuan- Shang- Zih No. 0970003364 |
| 2008.05 | - | 3,300,000 | 33,000,000 |
2,757,583 |
27,575,830 |
6,557 thousand new shares issued upon the exercise of employee stock options |
None |
2008.05.14 Yuan- Shang- Zih No. 0970012623 |
| 2008.08 | - | 3,300,000 | 33,000,000 |
2,770,270 |
27,702,700 |
12,687 thousand new shares issued upon the exercise of employee stock options |
None | 2008.08.21 Yuan- Shang- Zih No. 0970023231 |
| 2008.09 | - | 4,500,000 | 45,000,000 |
3,112,297 |
31,122,970 |
342.027 million shares from capital increase through capitalization of retained earnings |
None | 2008.09.09 Yuan- Shang- Zih No. 0970025445 |
| 2008.11 | - | 4,500,000 | 45,000,000 |
3,113,147 |
31,131,470 |
850 thousand new shares issued upon the exercise of employee stock options |
None | 2008.11.18 Yuan- Shang- Zih No. 0970032346 |
| 2009.03 | - | 4,500,000 | 45,000,000 |
3,123,695 |
32,236,950 |
10,548 thousand new shares issued upon the exercise of employee stock options |
None | 2009.03.02 Yuan- Shang- Zih No. 0980005613 |
| 2009.05 | - | 4,500,000 | 45,000,000 |
3,128,546 |
31,285,460 |
4,851 thousand new shares issued upon the exercise of employee stock options |
None |
2009.05.18 Yuan- Shang- Zih No. 0980013470 |
| 2009.07 | - | 4,500,000 | 45,000,000 |
3,138,537 |
31,385,370 |
9,991 thousand new shares issued upon the exercise of employee stock options |
None |
2009.07.23 Yuan- Shang- Zih No. 0980020313 |
| 2009.09 | - | 4,500,000 | 45,000,000 |
3,243,122 |
32,431,222 |
104.585 million shares from capital increase through capitalization of retained earnings |
None | 2009.09.07 Yuan- Shang- Zih No. 0980024824 |
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| Year/ Month |
Issue price (NT$) |
Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Sources of Capital | Capital increase by assets other than cash |
Effective Date (Approval No.) |
||
| 2009.11 | - | 4,500,000 | 45,000,000 |
3,244,596 |
32,445,960 |
1,474 thousand new shares issued upon the exercise of employee stock options |
None |
2009.11.19 Yuan- Shang- Zih No. 0980032198 |
| 2010.02 | - | 4,500,000 | 45,000,000 |
3,254,841 |
32,548,410 |
10,245 thousand new shares issued upon the exercise of employee stock options |
None | 2010.02.12 Yuan- Shang- Zih No. 0990004357 |
| 2010.03 | - | 10,500,000 | 105,000,000 |
8,032,930 |
80,329,300 |
4,778,089 thousand common stocks from capital increase in connection with merger; private placement of 731.707 millionpreferred shares |
None | 2010.03.30 Yuan- Shang- Zih No. 0990008717 |
| 2010.04 | - | 10,500,000 | 105,000,000 |
8,040,837 |
80,408,370 |
7,907 thousand new shares issued upon the exercise of employee stock options |
None |
2010.04.29 Yuan- Shang- Zih No. 0990011506 |
| 2010.08 | - | 10,500,000 | 105,000,000 |
8,043,497 |
80,434,970 |
2,660 thousand new shares issued upon the exercise of employee stock options |
None |
2010.08.26 Yuan- Shang- Zih No. 0990025097 |
| 2010.11 | - | 10,500,000 | 105,000,000 |
7,311,789 |
73,117,890 |
Reduced capital by 731.707 million shares through private placement of preferred shares |
None | 2010.11.11 Yuan- Shang- Zih No. 0990033742 |
| 2011. 01 | - | 10,500,000 | 105,000,000 |
7,311,809 |
73,118,090 |
20 thousand new shares issued upon the exercise of employee stock options |
None | 2011.01.03 Yuan- Shang- Zih No. 1000000178 |
| 2011.03 | - | 10,500,000 | 105,000,000 |
7,312,674 |
73,126,740 |
865 thousand new shares issued upon the exercise of employee stock options |
None | 2011.03.25 Yuan- Shang- Zih No. 1000007874 |
| 2011.05 | - | 10,500,000 | 105,000,000 |
7,312,804 |
73,128,040 |
130 thousand new shares issued upon the exercise of employee stock options |
None | 2011.05.04 Yuan- Shang- Zih No. 1000012352 |
| 2011.07 | - | 10,500,000 | 105,000,000 |
7,312,904 |
73,129,040 |
100 thousand new shares issued upon the exercise of employee stock options |
None | 2011.07.26 Yuan- Shang- Zih No. 1000021596 |
| 2011.11 | - | 10,500,000 | 105,000,000 |
7,312,970 |
73,129,708 |
66 thousand new shares issued upon the exercise of employee stock options |
None | 2011.11.28 Yuan- Shang- Zih No. 1000035175 |
| 2012.10 | 9 | 10,500,000 | 105,000,000 |
7,912,970 |
79,129,700 |
600 million shares from cash capital increase |
None | 2012.10.15 Yuan-Shang- Zih No. 1010031831 |
| 2013.02 | 12.98 | 10,500,000 | 105,000,000 |
9,037,970 |
90,379,700 |
1.125 billion shares from cash capital increase to participate in the issuance of overseas depositaryreceipts |
None | 2013.02.18 Yuan-Shang- Zih No. 1020005087 |
| 2013.02 | 5/- | 10,500,000 | 105,000,000 |
9,100,272 |
91,002,720 |
Issuance of 31,151 thousand shares new shares with restricted employee rights at positive consideration Issuance of 31,151 thousand shares new shares with restricted employee rights at nil consideration |
None | 2013.02.21 Yuan-Shang- Zih No. 1020005099 |
| 2013.04 | 5/- | 10,500,000 | 105,000,000 |
9,101,960 |
91,019,600 |
Issuance of 844 thousand shares new shares with restricted employee rights at positive consideration Issuance of 844 thousand shares new shares with restricted employee rights at nil consideration |
None | 2013.04.16 Yuan-Shang- Zih No. 1020010954 |
| 2013.08 | - | 10,500,000 | 105,000,000 |
9,101,670 |
91,016,700 |
Capital reduced by 290 thousand new shares with restricted employee rights |
None | 2013.08.23 Yuan-Shang- Zih No. 1020025484 |
| 2013.11 | - | 10,500,000 | 105,000,000 |
9,100,892 |
91,008,920 |
Capital reduced by 778 thousand new shares with restricted employee rights |
None | 2013.11.27 Yuan-Shang- Zih No. 1020036156 |
| 2013.12 | 5/- | 10,500,000 | 105,000,000 |
9,109,428 |
91,094,280 |
Issuance of 4,268 thousand shares new shares with restricted employee rights at positive consideration Issuance of 4,268 thousand shares new shares with restricted employee rights at nil consideration |
None | 2013.12.27 Yuan-Shang- Zih No. 1020040096 |
| 2014.04 | - | 10,500,000 | 105,000,000 |
9,106,457 |
91,064,570 |
Capital reduced by 2,970 thousand new shares with restricted employee rights |
None | 2014.04.10 Zhu- Shang- Zih No.1030009955 |
| 2014.09 | 12.5 | 10,500,000 | 105,000,000 |
9,956,457 |
99,564,570 |
850 million shares from cash capital increase |
None | 2014.09.05 Zhu- Shang- Zih No.1030026932 |
| 2014.09 | - | 10,500,000 | 105,000,000 |
9,955,407 |
99,554,070 |
Capital reduced by 1,049 thousand new shares with restricted employee rights |
None | 2014.09.05 Zhu- Shang- Zih No.1030026932 |
| 2014.11 | - | 10,500,000 | 105,000,000 |
9,954,536 |
99,545,360 |
Capital reduced by 871 thousand new shares with restricted employee rights |
None | 2014.11.19 Zhu- Shang- Zih No.1030033761 |
| 2015.03 | - |
10,500,000 | 105,000,000 |
9,954,224 |
99,542,240 |
Capital reduced by 312 thousand new shares with restricted employee rights |
None | 2015.03.17 Zhu- Shang- Zih No.1040007082 |
| 2015.05 | - | 10,500,000 | 105,000,000 |
9,953,797 |
99,537,970 |
Capital reduced by 417 thousand new shares with restricted employee rights |
None | 2015.05.20 Zhu- Shang- Zih No.1040013755 |
| 2015.08 | - | 10,500,000 | 105,000,000 |
9,953,583 |
99,535,830 |
Capital reduced by 214 thousand new shares with restricted employee rights |
None | 2015.08.19 Zhu- Shang- Zih No.1040023797 |
| 2015.11 | - | 10,500,000 | 105,000,000 |
9,953,237 |
99,532,370 |
Capital reduced by 345 thousand new shares with restricted employee rights |
None | 2015.11.18 Zhu- Shang- Zih No.1040033254 |
| 2016.02 | - | 10,500,000 | 105,000,000 |
9,952,682 |
99,526,820 |
Capital reduced by 556 thousand new shares with restricted employee rights |
None | 2016.02.26 Zhu- Shang- Zih No.1050004985 |
| 2016.05 | - | 10,500,000 | 105,000,000 |
9,952,351 |
99,523,510 |
Capital reduced by 330 thousand new shares with restricted employee rights |
None | 2016.05.23 Zhu- Shang- Zih No.1050013777 |
| 2016.08 | - | 10,500,000 | 105,000,000 |
9,952,210 |
99,522,100 |
Capital reduced by 141 thousand new shares with restricted employee rights |
None | 2016.08.16 Zhu- Shang- Zih No.1050022641 |
| 2016.11 | - | 10,500,000 | 105,000,000 |
9,952,149 |
99,521,490 |
Capital reduced by 62 thousand new shares with restricted employee rights |
None | 2016.11.15 Zhu- Shang- Zih No.1050031553 |
| 2017.03 | - | 10,500,000 | 105,000,000 |
9,952,078 |
99,520,780 |
Capital reduced by 70 thousand new shares with restricted employee rights |
None | 2017.03.03 Zhu- Shang- Zih No.1060005404 |
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| Year/ Month |
Issue price (NT$) |
Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Sources of Capital | Capital increase by assets other than cash |
Effective Date (Approval No.) |
||
| 2017.05 | - | 10,500,000 | 105,000,000 |
9,952,072 |
99,520,720 |
Capital reduced by 6 thousand new shares with restricted employee rights |
None | 2017.05.26 Zhu- Shang- Zih No.1060014186 |
| 2019.11 | - | 10,500,000 | 105,000,000 |
9,711,072 |
97,110,720 |
Treasury shares canceled 241 million shares |
None | 2019.11.19 Zhu- Shang- Zih No.1080033144 |
| 2021.03 | - | 12,000,000 | 120,000,000 |
9,940,433 |
99,404,330 |
Exchanges to new shares (229,361 thousand shares) from overseas convertible corporate Bond |
None | 2021.03.08 Zhu- Shang- Zih No.1100005722 |
| 2021.05 | - | 12,000,000 | 120,000,000 |
10,248,320 |
102,483,196 |
Exchanges to new shares (307,886 thousand shares) from overseas convertible corporate Bond |
None | 2021.05.27 Zhu- Shang- Zih No.1100015162 |
| 2021.08 | - | 12,000,000 | 120,000,000 |
10,501,408 |
105,014,079 |
Exchanges to new shares (253,088 thousand shares) from overseas convertible corporate Bond |
None | 2021.08.19 Zhu- Shang- Zih No. 1100023382 |
| 2021.11 | - | 12,000,000 | 120,000,000 |
10,559,620 |
105,596,200 |
Exchanges to new shares (58,212 thousand shares) from overseas convertible corporate Bond |
None | 2021.11.16 Zhu- Shang- Zih No.1100033414 |
| 2022.08 | - | 12,000,000 | 120,000,000 |
9,556,456 |
95,564,560 |
1,003,164 thousand shares from cash capital reduction |
None | 2022.08.23 Zhu- Shang- Zih No. 1110027160 |
| 2023.07 | - | 12,000,000 | 120,000,000 |
9,078,633 |
90,786,330 |
477,823 thousand shares from cash capital reduction |
None | 2023.07.20 Zhu- Shang- Zih No. 1120023739 |
| 2024.07 | - | 12,000,000 | 120,000,000 |
7,989,197 |
79,891,970 |
1,089,436 thousand shares from cash capital reduction |
None | 2024.07.08 Zhu- Shang- Zih No. 1130022766 |
3.1.3 Information for Shelf Registration: None.
3.1.4 List of Major Shareholders (Top 10 shareholders who own the most shares)
| 3.1.4 List of Major Shareholders (Top 10 shareholders who own the most shares) | 3.1.4 List of Major Shareholders (Top 10 shareholders who own the most shares) | 3.1.4 List of Major Shareholders (Top 10 shareholders who own the most shares) |
|---|---|---|
| March 9,2025;Unit: Shares | ||
| Name of Shareholders | Number of Share Held |
Percentage |
| Taipei Fubon Bank in custodyfor Innolux Corporation Trust Account | 180,932,243 | 2.27% |
| Hyield Venture Capital Co.,Ltd | 130,393,541 | 1.63% |
| Hon Hai Precision Ind. Co.,Ltd. | 111,947,633 | 1.40% |
| Vanguard Total International Stock Index Fund,a series of Vanguard Star Funds | 104,615,241 | 1.31% |
| Foxconn TechnologyCo.,Ltd. | 96,506,581 | 1.21% |
| Vanguard Emer Ging Markets Stock Index Fund, a series of Vanguard International equityindex funds |
96,095,295 | 1.20% |
| Hua Zhun Investments Co.,Ltd. | 91,574,021 | 1.15% |
| Citibank in custodyfor Norges Bank Investment Account | 70,279,581 | 0.88% |
| TerryGou | 59,995,280 | 0.75% |
| Citibank in custodyfor Government of Singapore Investment Account | 57,728,107 | 0.72% |
3.1.5 Dividend Policy and Implementation Status
1. Dividend Policy
The annual net profits of final accounts of the Company shall make up for loss first, shall secondly appropriate 10% of profit as legal reserve (however, if legal reserve reaches the total capital amount shall not apply), to make an appropriation of another sum as special reserve or make an reversal of special reserve in accordance with laws and regulation, to distribute dividend for special/preferred shares, and to add into the profit not yet distributed before, the allocation proposal shall be prepared by the board of directors and be submitted to and resolved by the shareholders’ meeting.
The Company shall set aside to special reserve, from prior period’s undistributed earnings, an amount equal to net deductions from other equity". If the amount is not sufficient, the Company should further set aside from the current period's net profits plus other items to be included in the current period's undistributed earnings.
Depending on the Company's long-term financial planning, investment environment, industry competition, capital expenditure budget, funding requirements and protection of shareholders' equity, dividends should be paid at a rate of no less than 20% of the current year's distributable earnings; however, if the distributable earnings are less than 2% of the paid-in capital, the Company may resolve to transfer the
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entire amount to retained earnings without distribution. For earnings distribution, cash dividends are preferred but it may also be in the form of stock dividends, with no less than 50% of the earnings to be distributed with cash dividends.
The aforementioned dividend distribution percentage may be adjusted based on financial, business and operating factors.
- Proposed Distribution of Dividend
The Board of the Company approved the cash dividend distribution to shareholders with total amount NT$5,988,843,853 (NT$ 0.75 per share) on March 13, 2025 board meeting. Pursuant to Article 241 of the Company Act, the Company will distribute the addition paid-in capital derived from excess value above the par value per share at the amount of NT$ 1,996,281,284. The distribution will be made according to shareholders and the shares held by the shareholders registered on the shareholders' roster on the distribution record date. Each share will receive the distribution in cash at the amount of NT$0.25. The distribution by cash totals NT$1. The aforementioned proposal will be subject to approval by 2025 Annual Shareholders’ Meeting.
- Significant changes of dividend policy: None.
3.1.6 Effect of the proposed stock dividends (to be adopted by the shareholders' meeting) on the business performance and earnings per share
Not applicable. There is no stock dividend distribution proposed in this shareholders' meeting.
3.1.7 Remuneration of Employees and Directors
- The percentages or ranges with respect to Remuneration of Employees and Directors in the Articles of Incorporation
Article 21 of the Articles of Incorporation stipulates that: The distribution of employees' remuneration shall not be lower than 5% of and the directors’ remuneration shall not be higher than 0.1% of the current year pre-tax income before deducting the distributable employees’ and directors’ remuneration of the Company. However, the Company's accumulated losses shall have been covered.
The Company shall, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees' remuneration distributed in the form of shares or in cash and have the profit distributable as director’s remuneration in the form of cash; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
The target to be distributed employees’ remuneration in the form of shares or cash may include employees of subsidiary companies who conform to certain criteria. Relevant regulations shall be authorized to be prescribed by the board of directors.
- The basis for estimating the amount of employee and director remuneration, for calculating the number of shares to be distributed as employee profit-sharing remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
The Company has an amount equivalent to a certain percentage of the current net earnings (net income before tax before deducting the remuneration to employees and the remuneration to Directors) minus the accumulated losses estimated and appropriated as remuneration to employees and remuneration to Directors, which will be reported as operating cost or operating expense. The remuneration to employees paid with stock are with the number of shares calculated in accordance with the closing price of common stock in the day prior to the resolution reached by the Board of Directors, and the Company will no longer take account of ex-right and ex-dividend. If there are any changes after the financial report is released in the following year, it will be treated as a change in accounting estimates, and the impact of the change will be recognized as profit or loss in the following year.
-
Information on any approval by the Board of Directors of Remuneration Distribution
-
(1) The amount of any employee remuneration distributed in cash or shares and remuneration for directors. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed:
-
81 -
The Board of Directors of the Company has approved remuneration to employee in cash, NT$ 446,283,389 and remuneration to Directors in cash, NT$ 6,865,898 on Mar. 13, 2025.
If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed: None.
- (2) The amount of any employee remuneration distributed in shares, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee remuneration:
The Company has not had stock shares distributed as remuneration to employees in the current year; therefore, it is not applicable.
- The actual distribution of employee and director remuneration for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee and director remuneration, additionally the discrepancy, cause, and how it is treated: The Company did not distribute remuneration to employees and directors due to losses before tax in 2023.
3.1.8 Share Repurchases by the Company:
| 3.1.8 Share Repurchases by the Company: | 3.1.8 Share Repurchases by the Company: |
|---|---|
| March 31,2025 | |
| Repurchase no. | Third |
| Resolution date of the Board Meeting | 2022.05.11 |
| Purpose of repurchase | Transfer shares to employees |
| Repurchase period | 2022.05.12 ~ 2022.07.11 |
| Repurchase price range | NT$ 9.66 ~ NT$ 22.98 |
| Types and numbers of shares bought back | 50,000,000 shares (Note 2) |
| Amount of shares bought back (NT$) | NT$650,415,681 |
| Ratio of the number of shares already repurchased to the number of shares intended to be repurchased (%) |
100% |
| The number of repurchased shares that have been cancelled or transferred | 38,360,000 shares |
| Accumulated number of the Company’s shares held by the Company | 4,072,200 shares |
| Ratio of the accumulated number of the Company’s shares held by the Company to the total number of issued shares(%) |
0.0005% (Note 2) |
-
Note 1: The total number of issued shares is the total number of issued shares registered with the Ministry of Economic Affairs as of the printed date of the annual report.
-
Note 2: The Company originally repurchased a total of 50,000,000 shares. After the cash capital reduction in the 2022,2023 and 2024, the number of repurchased shares were adjusted to 4,072,200 shares, accounts for 0.0005% of the total number of issued shares.
3.2 Bonds:
3.2.1 Information regarding corporate bonds: None.
3.2.2 Information regarding convertible corporate bonds: None.
3.2.3 Information regarding exchangeable corporate bonds: None.
3.2.4 Information regarding issuance of corporate bonds under shelf registration: None.
3.2.5 Information regarding corporate bond with warrants: None.
3.3 Preferred Shares:
3.3.1 Information regarding preferred shares: None.
3.3.2 Information of preferred shares with warrants: None.
3.4 Global Depositary Receipts: None.
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3.5 Employee Stock Options:
-
3.5.1 The processing situation and impact on shareholders' right from employee stock option that have not matured yet: None.
-
3.5.2 Names, acquisition, and subscription of managerial officers who have obtained employee stock option as well as employees who rank among the top 10 in terms of the number of shares obtained via employee stock option, cumulative as of the printed date of the Annual Report: None.
3.6 New Restricted Employee Shares:
-
3.6.1 New restricted employee shares that have not fully met the conditions and the impact on shareholders' right: None.
-
3.6.2 Names of managers and top 10 employees holding new restricted employee shares as of the publication: None.
3.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions:
3.7.1 In the most recent year as of the publication date of the Annual Report, the Company has completed merger or acquisition of other corporations to issue new shares:
-
A clear opinion prepared by the managing underwriter concerning any issuance of new shares in connection with any merger or acquisition or with any acquisition of shares of any other company within the past quarter: None.
-
If the progress or benefits of such implementation were not as good as expected, the annual report shall explain specifically how the situation is likely to affect shareholders' equity, and shall put forward a plan for corrective action: N.A.
-
3.7.2 In the most recent year as of the publication date of the Annual Report, the Board of Directors of the Company has approved merger or acquisition of other corporations to issue new shares: None.
3.8 Financing Plans and Implementation:
The Company doesn’t have any uncompleted issuance plan or completed plan with unrealized benefit within the latest three years.
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I V. Operational Highlights
4.1 Business Activities
4.1.1 Business Scope
1. Main areas of business operations
The combined operating revenue of the Company is derived from TFT-LCD Flat Panel Displays and its main commodities include large-sized (>9 inch) and small-to-medium-sized (<9 inch) TFT-LCD related products. Large-sized products are generally applied to liquid crystal displays, billboards, desktop monitors, and notebooks, and industrial control. Small-to-medium-sized products are used to manufacture tablet computers, portable audio players, GPS for automobiles, aviation, smart home and mobile phones, wearable devices and other applications, while various types of touch-control panels could be selected. Besides, for the purpose of special usage, the Company also provides products used for medical, military, educational purposes, and electronic paper application. Given that the business of the Company covers the entire world and the size mix of panels is complete, the Company is a comprehensive LCD provider.
- Consolidated operating ratios of each business in 2024
| Consolidated operating ratios of each business in 2024 | Consolidated operating ratios of each business in 2024 | Consolidated operating ratios of each business in 2024 |
|---|---|---|
| Unit: NT$thousand | ||
| Products | Sales Revenue | (%)of Total Sales |
| TFT-LCD | 216,509,919 | 100% |
| Total | 216,509,919 | 100% |
3. Main products (Services)
The Company’s main products are TFT-LCD panels and touch-control modules and TV machine OEM. The products lines cover small, medium, and large sized panels mainly for a wide range of applications, such as LCD televisions, billboards, desktop monitors, notebooks, tablet computers, mobile phones, portable audio players, wearable devices, automotive displays, medical, X-Ray, industrial, aeronautic, and educational products. The whole machine OEM uses the LCD TV as the main axis to assist the TV brand’s OEM manufacturing and realize the Company’s vision from the panel to the whole machine. In September 2023, the Company announced its foray into semiconductor packaging, transforming the smallest 3.5-generation factory into the world’s largest fan-out panel-level packaging production line (FOPLP), providing customers with more competitive costs and creativity, and creating greater profit value. In the future, we are looking to combine FOPLP technology with automotive panel displays and open up a new landscape through vertical integration of the supply chain.
- New products (services) planned for development
New products the company plans to develop are derived from flat panel displays with high technology extensions. For large size applications, the Company will continue to improve on enlargement, high resolution, high color saturation, high contrast, narrow bezel, high refresh rate, low blue light, and power saving; for small and medium size applications, the Company will develop products with high pixel, shaped cut, and integrated touch technology panels. The Company will continue to develop consumer electronics products such as smart home applications, electronic labels, and wearable devices, as well as special applications such as large public displays, next-generation automotive displays, medical displays, X-Rays, and LCD antennas.
4.1.2 Industry Overview
1. Current status and development of the industry
Due to the excellent product characteristics, competitive costs, and constantly differentiated and refined products, TFT-LCD has become the mainstream of all kinds of displays, with the expansion of size and applications, making the demand for panels is increasing year by year. In recent years, China-based factories have been expanding their production capacity due to massive subsidies from the Chinese government. According to Omdia’s data, TFT-LCD production capacity in China has surpassed that of Korea and Taiwan since 2016, and continued to climb until now. In 2024, China's production capacity accounted for 71% of the world, while Taiwan accounted for 18%. In terms of production capacity above G7, China's production
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capacity accounted for 79% of the world in 2024, while Taiwan accounted for 11%. Korean manufacturers will gradually withdraw from LCD production. By 2024, its production capacity only accounted for 7% of the world, while Japanese manufacturers accounted for 3% of the world’s production capacity.
From the perspective of OLED production capacity, it is mainly supplied by China and South Korea. Korean manufacturers focus on the improvement of OLED technology. In 2024, South Korea's production capacity accounted for 53% of the world, and China accounted for 46%. However, as the production capacity of China actively climbed, it is estimated that China's production capacity (52%) will nearly match South Korea's production capacity (49%).
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Source: Omdia Research
In early 2022, the overall economic environment was not good, such as the Russian-Ukrainian conflict, rising energy prices, and rising inflation and interest rates, resulting in a decrease in consumers' real purchasing power, which also triggered the accumulation of inventories of panel makers and brand manufacturers; From the third quarter of 2022, they have reduced their production capacity utilization rate in
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response to the rapid changes in the market, while brand manufacturers are also actively de-stocking their inventories. In 2023, interest rate hikes and inflationary pressures were still strong, leading to a decline in end demand. Especially during major promotional periods in the Chinese market, their sales performance declined sharply. The brand factories faced destocking and financial pressures against the difficult background, procurement plans have been rapidly scaled back. Panel manufacturers have continued to experience a decline in revenue and have continued to reduce production capacity utilization rates to keep panel prices stable. This has also contributed to the control of this trend of declining panel prices during the off-season.
In 2024, the gradual cooling of inflation and the initiation of interest rate cuts by various countries were conducive to a moderate recovery of the general environment. In addition, the replacement of new mobile phones driven by the three major sports events and AI applications, as well as the energy-saving subsidy policy for trade-in purchase launched in China’s market in the second half of the year, led to the growth in demand for panels, and increased the utilization rate of panel makers. Taiwanese and Korean makers also actively increased the capacity of extra large size panels in order to meet the new competition. In the face of the complex and ever-changing global economic and trade situations in 2025, the policies of tariff increases and subsidies have led to active stocking demand for brand factories in the first half of the year. Although early stocking may lead to uncertainty in demand in the second half of the year, with the closing or sale of some manufacturers, supply and demand have gradually become balanced. Therefore, the overall demand for panel shipments is still developing positively.
2. Association of upstream, mid-stream, and downstream industries
In September 2023, the Company reshaped its business organization into two major field groups: “display” and “non-display”. It will adhere to the core business philosophy of More than Panel, accelerate the dual-track transformation, and strive to enhance operating energy and corporate transformation value. The display domain group was mainly engaged in the panel module, aiming to continuously improve the cost yield, gross interest rate and stable market; the non-display domain group, including INCX and CarUX, as well as emerging application domains (FOPLP), was primarily focused on providing complete solutions for customers. In the future, the Company will continue to develop Niche product markets, reduce the impact of the business cycle via diversified development, and create better value for shareholders.
The Company is an IDM product manufacturer which covers the upstream TFT-LCD Panel production and the downstream System Assembly, the association diagram of upstream, mid-stream and downstream industries which the Company belongs to are shown below:
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----- Start of picture text -----
Glass Panel Reticle ITO Conduct
LCD
Backit
Polarized Driving IC PCB Modules
Colour Filter
LCD Panel
LCM
LCD TV LCD Monitor Notebooks Tablet, Others
Cell Phone
Consumers
Upstream
products INXs’
Midstream
Downstream
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Source: Organized from Material Laboratories, ITRI
3. Development trend of products
TFT-LCD has a low energy consumption rate, small size, low weight, and low radiation features. With years of active investment and research and development by manufacturers in China, Korea, and Taiwan, the development of production technology has become more mature and diversified. At present, TFT-LCD is widely used in various display devices and related derivative products; among them, flat panel TVs, desktop monitors, notebooks and tablet PCs are still the most widely used. The future trends of each of these products are described below:
(1) Mobile Computers (Notebooks & Tablets)
Market overview and growth prospects of notebooks
After two years of sluggishness in the notebook market, global inflation pressure is gradually easing, and market demand is gradually recovering. However, due to high interest rates and geopolitical factors, the rate of demand recovery is slow, with only about 2% growth achieved. Looking ahead to 2025, driven by the effects of interest rate cuts, easing of war, promotion of education bids, termination of Windows 10 services, demand for business machine upgrades, increasing demand for AI PCs, and a thriving e-sports market, a market growth is expected.
Commercial and Consumer Market Dynamics
The commercial notebook market had conservative demand in 2024 due to global layoffs and political and economic instability. However, as negative factors subsided and financial liquidity improved, it is expected that shipment volume will significantly increase in 2025. The consumer market is driven by the promotion of entry-level models, and it is expected to gradually stabilize in 2025, with brand strategy shifting towards high value-added products.
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Opportunities in the education and e-sports markets
In terms of the education market, Chromebook realized stable performance in 2024 due to the North American education procurement case and the demand in emerging markets, and driven by the Japanese education program, the growth momentum was further enhanced in 2025. The e-sports market continues to grow steadily, with the new generation of GPUs stimulating the demand for upgrades, and the rise of affordable e-sports models and AI PCs further injecting vitality into the market.
AI PC drives upgrade of market specifications
The rapid development of generative artificial intelligence technology is driving the rise of AI PCs and the demand for high-performance and low-power hardware. Initially, AI PCs were mainly mid- to high-end models with built-in AI functions such as real-time image processing and voice assistants; As the AI ecosystem matures at the software and application level and gradually penetrates into mid-end products, the penetration rate of AI PCs is expected to accelerate.
Display Technology and Market Trends
At present, the mainstream notebook sizes are 14″, 15.6″ (16:9), and 16″ (16:10), and the aspect ratio is gradually shifting from 16:9 to 16:10, while driving the steady increase of penetration rate of QHD and above. The demand for e-sports is driving the new trends of display panels with larger sizes (16″ to 18″), high resolution (QHD or above), high refresh rates (165Hz or above), fast response, and high color gamut.
Market positioning of LTPS technology
With the increasing demand for AI notebooks and the emphasis on high efficiency, power saving, and high-resolution requirements in the mid- to high-end market, LTPS panels have become an important choice for mid- to high-end markets due to high resolution, high refresh rate, and low power consumption, providing users with excellent display experience.
Touch Technology and Applications
Touch solutions are gradually transitioning from Out-Cell to On-Cell and In-Cell technologies. At present, they are mainly used in notebooks with finger touch and stylus pen functions, including mid- to high-end models, and is widely used in creating and education scenes, further enhancing human-computer interaction and application flexibility.
Display technology innovation drives development
The upgrade direction of notebook display technology focuses on ultra-thin design, low power consumption, high contrast, high refresh rate, variable refresh rate (VRR), and privacy panel technology for business applications. Display technology is centered around user needs and continues to lead market development.
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Source: Omdia Research
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(2) LCD Monitor
LCD monitors mainly go with desktops; two mainstream markets are office use and personal video and audio entertainment use. Office use LCD monitors are generally price oriented. So, product specifications are relatively simple with moderate cost and small size to meet the budgets of enterprises and government agencies. In terms of personal video and entertainment products, as consumers focus on visual comfort and immersion, the size has been increasing year by year, and products equipped with wide viewing angles and borderless technology have become the standard specification. At the same time, consumer demand for high-definition products is expected to increase, and the market for QHD and UHD high resolution products is expected to continue to grow and gradually penetrate into the mainstream of the high-end market. Continuing to promote and develop low-power screens (ES9.0) is also the main direction of the product.
About size, due to an increase in the manufacturing efficiency and efficiency of product design structure, the price of TFT-LCD products is dropping and accelerating market demand for a transfer to the large size. Office use products have gradually shifted from below 21.5” models to 23.8” models. The average size of personal audio-video entertainment products has also gradually increased, with 27", 32" and over 34" increasing in proportion, and large size with curved specifications are becoming popular. In addition, the 21:9 and 32:9 aspect ratios of ultra-wide screens with curved design and dual-window multiplexing can improve work productivity in the commercial market and enhance the visual sensory organ enjoyment in the consumer market, promoting the high-end market to large size and resolution development.
As large sizes have made wide viewing angle technology a standard specification, the IPS market share reached 66% in 2024. In the future, Mainland manufacturers will continue to increase their investment in IPS production capacity. It is estimated that the market share will grow to 68.6% in 2025. VA uses low cost to seize TN market share year by year, resulting in VA’s market penetration rate reaching 29.4% in 2024. In the future, IPS will capture the market. It is estimated that the market share will drop to 27.1% in 2025, and TN technology will be gradually replaced.
With the rise of the digital gaming market in recent years, e-sports has officially become one of the international sports events. Compared to mature desktop monitors, the average replacement cycle for gamers is 3-5 years, and the specifications and prices of e-sports monitors are higher than those of products in general demand, making brands actively deploy. Currently, e-sports screens are 27” and above, with 180Hz refresh rates as the mainstream, and in the future, the market will gradually develop towards 240Hz or 360Hz and above, with larger sizes (34" and above) equipped with curved surfaces and Ultrawide to provide players with a more immersive experience; The rapid growth of e-sports monitors in the consumer market has led to increased specifications in the business market. To improve the comfort of long-term use of monitors, the refresh rate specifications for business market monitors have rapidly increased from 60Hz to100Hz-120Hz. In addition, to prevent damage to the user’s eyes from blue light, low-blue-light eye protection function has become one of the standard features.
In addition to the trends of large size, high resolution and wide viewing angle, LCD monitor specifications will also increase the refresh rate to 100Hz and IPS contrast ratio of 1500:1 as standard specifications in the future. We will increase the refresh rate, high color saturation, contrast and low blue light year by year. In order to achieve development goals, we are also committed to high-end products with four-sided narrow bezels, IGZO, Mini LED Monitor, Ultrawide Monitor and Portable Monitor as the future development direction. We are also committed to promoting ESG products and increasing the proportion of recycled materials to achieve the global trend of energy conservation and carbon reduction.
Except for standard LCD monitors, All-In-One (AIO) which is an integrated design of the desktop host and monitor. Because of advantages in functionality saving space, the product is winning customers. As the Windows 11 operating system penetration rate increases, it accompanies the All-in-One product with touch function and accessories design adding greater entertainment function. It also shows a new appearance for the market of LCD monitors.
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The rapid increase in penetration rate of AI PC has led to a gradual increase in desktop computers equipped with AI assistant functions, which is expected to drive the increase in penetration rate of monitors with an aspect ratio of 21:9. In addition, Mini LED monitors that can be partitioned to increase contrast and color effects will also grow, and promote the increase in penetration rate of variable refresh rate (VRR). In the future, as AI applications become more widespread, many emerging monitors will also be launched, such as glasses-free 3D monitors with eye tracking function, which have become one of the new application products.
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Source: Omdia Research
(3) LCD TV
In recent years, LCD TVs fast popularization due to each manufacturer developing G8.5 and G10.5 capacity, goes with the improvement of each phase of production technology. It not only has become customers’ first choice when buying a new TV, but also has stimulated the traditional TV refresh cycle.
Meanwhile, when the market is warming up and products becomes popular. Innolux is the pioneer of providing differentiated large size models (50-inch, 58-inch, 65-inch, 75-inch, 85-inch, and 100-inch), dedicated to effectively improving the technology of each product to significantly increase the panel’s added value, gain customers’ brand recognition, and market segmentation, and increase the market share of large sizes. Among them, the entire 43-inch to 100-inch series is equipped with 4K2K LCD panels, while the 65-inch and 85-inch are also equipped with 8K4K LCD panels. In addition, we also provide whole machine OEM services, so that panel manufacturing to complete machine assembly can be achieved in one go. Product portfolios with high quality and high competitive advantages are provided to our customers, delivering one-stop overall service.
The Company provides a product portfolio of complete specifications and sizes, and is dedicated to designing products that follow energy-saving and environmentally friendly trends. Provides LED backlight design that saves energy, reduces weight and materials, mercury-free light source, low electromagnetic waves, etc., and is equipped with 60Hz/120Hz multiple drivers with excellent optical properties of ultra-high resolution, high contrast, high color saturation, and low response time, and also supports VRR ultra-high refresh rate, which increases the high added value of TV panels. In the second half of 2017, 4K2K ultra-high resolution products were launched, which is the fastest manufacturer and the highest market share in the industry. The ultra-high resolution 8K4K (7680x 4320) with high color saturation (NTSC >100%) panel, which was promoted to customers in 2020, is expected to continue capturing the market. In terms of 8K2K, the European Union established energy consumption regulations for 8K products in 2023, those who do not meet the regulations will not be able to sell goods in the EU. Although it will inhibit the growth of 8K shipments in short term, with the development of 8K highdefinition transmission protocol, 5G signal transmission standard, high-efficiency video coding and multimedia transmission interface specifications, and cooperated with audio and video media to launch
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8K movies and broadcast programs, the 8K4K has become a must-have specification for large-size TVs subsequently, and with the new transmission specifications of 5G, it will create 8K+5G future life.
On the design of panel appearance, the company provides ultra-narrow frames (<5mm) and ultra-thin design (thickness <4mm) using on products over 40-inch, integrate paint design on appearance to make client rapid input and mass production. End customers not only enjoy the real 4K image, also provide the real high quality of excellent vision and sensual experience. Innolux provide client and customer comprehensive and high competitive TV panel by innovation continually, and continue to lead the market trend and become lead firm of the industry.
The Company is constantly developing new and improved TV products. In recent years, we have developed new models using technologies such as naked eye 3D, VRR (60Hz~240Hz), and rollable TVs using AM MiniLED, all of which are industry leaders. In addition, we increased the development of highniche products (special product specifications: such as 24:9, 32:9, etc.), strengthened customer loyalty and mass-produced new technology products (MiniLED B/L Module, VRR and Outdoor PID).
With the changing market situations and customer demands, the Company is seeking for new changes in the TV display industry and creating the expectation of sustainable development in line with the spirit of continuous innovation and digital transformation. In response to ESG sustainable development, we are committed to the utilization of recycled materials to achieve the effect of energy saving and carbon reduction. In addition to promoting waterproof/dustproof/crashproof outdoor advertising screens, added HMI human- machine interface products, responding to the global layout of charging piles, and working with brands to capture market shares, we also expand the market of new models of long strip screens. Besides the demand for digitalization of rail transit applications, we also actively cooperate with the trend market in space-restricted information digitization, such as construction machinery and agricultural machinery, to expand the market of vehicle digitization. Thin curved technology is also a direction needing continuous efforts. We will continue to work on thin curved technology to meet the needs of different curvature display applications and expand niche product applications.
==> picture [399 x 200] intentionally omitted <==
Source: Omdia Research
(4)Medium and small size panel
Innolux intelligent solutions promote the intelligent upgrading of diverse scenarios
By virtue of leading display technology and system integration capabilities, the Company provides complete solutions for smart applications, covering multiple scenarios such as smart factories, smart transportation, smart retail, smart homes, and smart healthcare, promoting the process of digitization and intelligence.
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In the smart factory scenario, the Company’s high reliability display technology is applied to humanmachine interfaces (HMI), embedded systems, charging pile displays (EV Charger), and drone controllers (Drones) to achieve production status monitoring, operation instruction interface, and process visualization, helping industrial automation upgrade and application expansion; Smart transportation solutions are widely used in navigation display devices, dashboard cams, railway/subway information display screens, and in-flight entertainment systems, providing real-time data display, operation interfaces, and entertainment content, comprehensively improving transportation efficiency and user experience.
In the smart retail scenario, the Company’s display technologies support automatic teller machines (ATM/VTM), POS systems, smart shelf labels, and self checkout devices, optimize business processes and enhance consumer experience, and help the digital transformation of the retail industry; In the smart home and smart office scenarios, the Company’s display solutions are applied to smart speakers, home security systems, projectors, multifunctional printers, and video conferencing equipment, which provide intuitive data display and operation support, and enhance the convenience of home life and office efficiency.
Promote technological innovation and market application
The rapid development of these smart scenarios, and the applications based on 5G, Internet of Things (IoT), and artificial intelligence (AI) technologies, drive the development of AIoT and the vigorous growth of smart applications. In this context, the display, as the core medium of human-computer interaction, plays an indispensable and important role.
The industrial control market covers a diverse range of application scenarios, including industrial automation, entertainment, transportation, retail, and healthcare, which place higher demands on the reliability and functionality of displays. In response to the special requirements of these application areas, the Company has developed display technology that can operate stably over a wide temperature range (e.g. -20 °C to 70 °C and -30 °C to 80 °C). In addition, compared to traditional backlight technology, miniLED Backlight has ultra-high brightness, low power consumption, high contrast, and bright colors, providing excellent visibility even under direct sunlight. Therefore, the Company actively introduces miniLED backlight technology into industrial control and consumer electronics products; At present, this technology can be applied to gaming devices, notebooks, and in-flight entertainment systems, and gradually expands to outdoor and special markets, including drone controllers, digital cameras, electronic billboards, and charging pile displays.
In addition, the Company has industry-leading touch technology and vertically integrated production processes, which can provide customers with one-stop touch technology application solutions. By simplifying the supply chain and procurement process, we can effectively improve operational efficiency and further enhance product value.
Market prospects and innovative development
With the rapid growth of the digital consumption and entertainment market, the Company actively develops diversified display solutions and is committed to bringing excellent user experience to consumers. Innovative products such as AI+Inno-Gallery digital art displays, glasses-free N3D displays, and élat Kirameki displays combine exclusive display technology and Kirameki algorithm of Innolux, not only accurately presenting the true texture of products, but also bringing about vivid and delicate visual enjoyment.
These diverse solutions demonstrate the core role of the Company in promoting digitalization and intelligence processes, and meet the AI application needs of various industries with excellent customization capabilities, contributing to the rapid development of a smart society.
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4. Competition in the market
Due to the government’s high-tech policy, the support of the vast domestic market, and the high subsidies from the central and local governments, Mainland panel makers have been investing heavily. In recent years, BOE, ChinaStar, HKC, CHOT, and CEC have taken advantage of government resources to enter into the production of G8.5, G8.6, and G10.5 generations, making the competition in the display industry increasingly fierce. Due to the continuous expansion of large-generation production capacity of Mainland manufacturers, BOE, CSOT and HKC have already accounted for 60% of the shipment share in 2024.
In response to the rapid growth of Mainland panel manufacturers, the management has also developed towards strategic competition. They are sharing the market at low prices with late entrants; Korean manufacturers have gradually withdrawn from the LCD market and turned to differentiated products: OLED TV, QDLED TV, OD OLED TV, and e-sports monitors, etc.; Taiwanese manufacturers occupy a place in the market with high specifications and high quality, and strive to break through with new technologies (ex. Mini/Micro LED); In the past few years, Japanese manufacturers have gradually lost their global market share due to factors such as higher production costs, reduced new factory investment plans, and factory closures, and have shifted to high-end mobile displays, automotive display panels, and ultra-large TVs niche market. In the face of the ever-changing panel industry, the global panel industry has also experienced incidents such as production suspensions, factory closures, and production line consolidation in recent years. Operations will become even more severe. Each panel factory has to compare every penny with the costs and price, and it is necessary to make a stable profit.
In 2023, the Company adopted a dual-track transformation operation strategy, actively increasing and maintaining the market share of high-margin products in the industry, and on the other hand, deploying nonpanel industry fields (such as FOPLP) to reduce the impact of the panel business cycle. Recently, it has actively revitalized assets, promoted lean management, and continuously adjusted product lines. In addition, the Company is dedicated to moving panels toward complete machine manufacturing, providing integrated services, expanding shipments, and upgrading the value chain in niche markets to achieve the goal of increasing profits.
In 2024, the Company actively promoted its transformation and invested in the fan-out panel-level packaging production line (FO-PLP) for the 3.5-generation line in the Tainan factory; The 4-generation line plant has been converted to produce X-ray sensors, providing customers with more competitive costs and creating greater profit value.
4.1.3 Technology and R&D Overview
1. Technical Level and Research Development
We keep helping clients to intensify product competitiveness, fit market demand, and be friendly to the environment as our main objective of display technique development. About the development, it mainly includes environment protection materials, electronic saving and low power consumption, large-sized and high pixel, high chroma, thin, narrow frame, high dynamic displays, touch, wide viewing angle, curve and all- around system services integration. We already have obtained remarkable achievements. These results of technical development are applying to TV, desktop monitor, Notebook, Tablet, Cell Phone, Medical, Industrial Display and automobile. Moreover, the integrated development on the touch components and panels of more advanced techniques and portable and wearable product applications are the key points of our future product design and development.
2. Facts of research & development
With incessant efforts, the Company has insistently invested significant human resources, resources and funds in research & development to continually upgrade the quality of products, technology & know-how of new manufacturing process and application for new products. The Company would like to depict performance in research & development through three aspects below:
- (1) In the aspect of upgrade of product quality:
Including the technology & know-how for wide viewing angle, high solution, low energy
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consumption, thin thickness, high hue, frame rate, high dynamic range, narrow frames, curved surface, new touch panel and soft display manufacture process.
- (2) New material technical process:
Including Oxide, LTPS, Mini LED, Mirco LED, In-Cell Touch Technique, Copper Manufacture Procedure, COA (Color Filter on Array), Photo-Alignment, Horizontal Electronic Field High Transparency and High Contract Positive Magnetic Susceptibility, Reducing Mask and Automotive wide temperature range display material technique, material development and production process for curved touch control display.
- (3) In the aspect of new product application:
The up-to-date technology & know-how developed by the Company have been put into volume production one after another and applied onto a good number of products, including notably general cell phones, cameras, MPD, electronic paper, tablets, notebooks, desk monitors, AIO, television, medical treatment services, vehicular carriage, aerospace, industrial control, smart home, outdoor PID and touch panel and the like, in the dimensions ranging from 1.36” to 120” TFT-LCD products. In the days and years ahead, we will continually invest in the research & development oriented human resources and fund to develop more and more TFT-LCD display and monitor products of added dimensions, application ranges, thinner, more environmental protection friendly and high efficiency to live up to the future trends in application and satisfy customers in varied ranges.
- The consolidated research & development costs invested in during the current fiscal year up to the date of publication of the annual report.
| publication of the annual report. | publication of the annual report. |
|---|---|
| Unit: NT$thousand;% | |
| Item | 2024 |
| R & D expense | 12,406,513 |
| Sales Revenue | 216,509,919 |
| Percentage of Revenue | 5.73% |
- Successful development technical or product
The Company’s develop technical and products for each direction are listed below.
(1)LCD TV:
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A. The Company has mass produced 23.6-inch/40-inch/50-inch/65-inch the best cutting efficiency size, we creating market differentiation and improve add-value of product.
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B. Introduce 4Kx2K ultra high definition and high resolution TV display, the product line is complete, product size from 40-inch to 100-inch, providing higher quality TV image and better product competitiveness, lead 4K TV industry going to fast development and trend.
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C. Introduce new size 75-inch/85-inch/100-inch TV display, overall arrangement in big size application, creating more differentiation product than competitors.
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D. Develop high chroma technique, increasing to over 130% sRGB colour range and without increase energy consumption, not only increase the performance of display, but also make customers feeling more about the value-added of big size TV product. It has successfully developed a high-efficiency BT.2020 90% technology without Cd / Pb and other heavy metal materials, which can reduce the image distortion, caused by the adjustment of color and faithfully present all real-world images.
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E. Develop new MEMC improvement technique, apparent improving dynamic quality and integrate IC, increase dynamic picture quality and integrated technique.
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F. Develop and mass produce a series of over 40-inch thin TV model (<4mm), providing artistic and fashion appearance model to clients.
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G. Develop 0.5mm thin glass and apply to TV display, reduce glass usage and cost. Whole series big size TV import and mass production successfully.
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H. Develop narrow border model (<5MM) successfully, and provide customers with beautiful and stylish modular design.
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I. Mass produced of 65-inch/85-inch large 8K4K (7680X4320) panels with the highest resolution in the world, in order to show the next generation of ultra-high-resolution picture quality, make the picture
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more natural, so that end consumers can enjoy large-size high-resolution TV panel products with highfidelity picture quality.
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J. In addition to steadily improving the development of high quality (8K), narrow bezels, high dynamic refresh rates, high penetration rates, high contrast, and high color saturation, new technology products such as Mini-LED B/L module, VRR, and outdoor PID high brightness applications have also been added.
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K. Mass produced of outdoor PID and promoted outdoor TV, and developed high-niche products (special product specifications: such as 24:9, 32:9, etc.), strengthened customer loyalty. In addition to waterproof/dustproof/anti-collision outdoor advertising screens, we have added HMI human-machine interface products. In response to the layout of global charging piles, we will continue to cooperate with brands and expand market share.
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L. We expand the market of new models of long strip screens. Besides the demand for digitalization of rail transit applications, we also actively cooperate with the trend market in space-restricted information digitization, such as construction machinery and agricultural machinery.
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M. Continue to develop the whole TV OEM business and strive for more brand cooperation to expand niche product opportunities.
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(2) LCD Monitor:
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A. Launch whole series wide viewing angle VA/AAS bezel-less desktop monitor panels, continue to increase the production volume of large size 27", 28", 31.5" ,34"and 38" products, and strive to improve high-resolution QHD and UHD monitor panels, with high brightness, high contrast, high saturation, not only increase product quality and value, but also provide client the best choice of high end monitor LCD panel.
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B. In response to the demand of the gaming market, develop high refresh rate LCD monitors, introducing 27", 28" and 31.5" panels with 144Hz and 23.8" panels with 240Hz refresh rate, and improving the LCD response time to provide customers with the best visual experience during gaming.
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C. As the basic specifications of desktop monitors have improved, 21.5", 23.8" and 27" wide viewing angle IPS products with 100Hz refresh rates have been launched to promote the replacement wave in the business market and general consumer market with specification upgrades.
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D. Continue to invest in development, and launch differentiated products such as 27"IGZO screens and 32"Mini LED, and expect to develop 34” curved screens, in order to maintain the Company's leading position in desktop displays with these high-end products, and to increase profitability and improve overall revenue.
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E. Promote and develop low-power screens (Power Saving compliant with ES9.0, CEL-1).
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F. Expand Monitor’s complete products, such as desktop monitors, gaming monitors, mobile monitors, smart monitors, etc.
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(3) Notebook:
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A. Launch a full range of thin and light notebook panels with 2.0mm thickness for notebook sizes and differentiated with FHD, AAS wide viewing angle, narrow bezel, low power consumption and high color gamut specifications to provide a comprehensive solution for notebooks.
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B. Interface technical of Notebook panel is totally from LVDS to eDP. It can connect to high resolution trend, also can save space to help thinner design of the system and lower the energy consumption.
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C. Develop On-cell Touch and In-Cell Touch technical on notebook panel, through touch integration, notebook not only can be thinner but also can reduce produce process of the module and simplify the complexity of new product.
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D. Launched 12.2", 13.3", 14", 14.5", 16" and 18" sizes with 16:10 aspect ratio specifications and high resolution, realizing the trend of high screen-to-body ratio and high quality. Meanwhile, continue the design of shrinking the bezel and the thickness of the panel module for a smaller size, thus enhancing the portability of the mobile computer and driving changes in demand.
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E. With the continuous expansion of the e-sports notebook market, the Company focuses on developing specialized e-sports panels with higher resolution, high refresh rate, low blue light, and no color distortion. At present, we have launched multiple sizes of panels such as 15.6", 16", 17.3", and 18”, supporting refresh rates of 120Hz, 144Hz, 165Hz, 240Hz, 300Hz, and 480Hz, and we are continuously developing higher refresh rate technologies to fully meet the needs of casual and frequent players, providing extremely smooth and excellent visual experience. In addition, the patented LED chip design effectively reduces blue light energy by up to 70%, and has passed TUV Rheinland’s low blue light certification, which helps alleviate eye fatigue. Even with long-term use, e-sports players can still enjoy a more comfortable visual experience.
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F. Developed dual 13.3” and 14” privacy panel, which does not affect the brightness and chroma of the
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panel under better concealment effect, and is adopted by high-end commercial laptops of first-line pen power plants.
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G. Continue to invest in high-end product development, launching 14", 16", 17.3", and 18" LTPS and Oxide high refresh rate products, while meeting the needs of low power consumption, high color saturation, thinness and lightness. This strategy aims to increase revenue from niche products and consolidate market share.
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H. Continue to develop new products such as high-tech Polar black and Mini LED to improve contrast and make color display more realistic and vivid, and develop power-saving and frequency conversion (30~120Hz) products, as well as ESG products that take into account environmental trends to take notebook panels to a higher level of development.
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(4) Medium and small size panel:
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A. Adopt less power hungry design to lower power consumption by the panel drive chip. Optimize panel production process and material with high color saturation, high transmittance color photo-resistor to ramp up panel efficiency and product competitiveness with balanced low power consumption and production costs.
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B. Adopt less power hungry design to lower power consumption by the panel drive chip. Optimize panel production process and material with high color saturation, high transmittance color photo-resistor to ramp up panel efficiency and product competitiveness with balanced low power consumption and production costs.
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C. Apply Mini LED backlight technology to industrial control and consumer electronics products. Compared with traditional backlight technology, miniLED backlight has the characteristics of extremely high brightness, ultra-low power consumption, high contrast, and brilliant colors, and can even provide excellent visual effects in direct sunlight environments. At present, this technology has been introduced into digital cameras, drone controllers, notebooks, and in-flight entertainment systems, and continues to be developed and expanded to more outdoor and professional application fields, such as handheld gaming devices, handwriting tablets, electronic billboards, navigation displays, and charging pile displays.
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(5) Special Application
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A. Release 21.3-inch to 30-inch (AAS; 5/6/10/14 MegaPixel) medical LCD display, with high resolution, high brightness, high contrast, adopt 10 bits drive new technology and high efficiency LED BL, to make the image more delicate and medical personnel can make more precise judgment.
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B. Strengthen the layout of a full range of high-end medical products, including ultrasound, surgery, diagnostic and other displays, and combine 3D, high contrast, Mini LED and other technologies to maintain its world-leading position.
Large-size public displays span from 21" to 100" applications, present natural high color gamut and give consideration to both indoor and outdoor environment. It also provides a very narrow frame design so that PID can be seamlessly spliced into different scenes to meet screen requirements. 85-inch UHD also support portrait. Also first release horizon LCD display (bar type) presents multiple sizes can fit for multiple environments. It has also been the first to launch a 100-inch 16K high-luminosity quantum dot public display module, which replaces the traditional splicing method of four 55-inch panels to present the visual effect of a large TV wall and is widely used in large-size advertising billboards.
4.1.4 Long- and Short-Term Business Development Plans
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Short-term Business Development Plan
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(1) TV: Increase shipments of extra large size (85" and 100"), 8K, VRR, outdoor PID, and other products with high gold content, and increase the development of high-niche products (special product specifications: such as 24:9, 32:9); expand the market for long strip screen series models.
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(2) Desktop monitor: bulk size moved to 23.8" and 27" mainstream specifications, and continue to increase shipments of niche products with large size (31.5" or more), resolution QHD/UHD, and high refresh rate (Gaming). Increase the shipment percentage of wide viewing angle IPS, borderless, low blue light, and 100Hz and 120Hz in response to trends. It also mass-produces new product specifications such as foursided borderless, Portable Monitor, and Ultra-wide Monitor. At the same time, it promotes the development of low-power screens (ES9.0) and takes into account the trend of ESG environmental issues.
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(3) Mobile computer: focus on high screen-to-body ratio (16:10 aspect ratio), lightweight design, and highperformance display, and emphasize the application of energy-saving and environmentally friendly materials. In addition, we have launched technological upgrades including high ambient contrast ratio (ACR), high dynamic range (HDR), privacy panel, and touch technology, and promoted high specification products such as LTPS, high refresh rate (above 240Hz), and variable frequency(20-120Hz). To meet the needs of sustainable development, we actively promote environmentally friendly products that meet ESG requirements.
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(4) Mobile phone: Focus on improving display effects with high refresh rate, high pixel density (PPI), and wide color gamut (DCI-P3), while optimizing low power consumption and eye protection mode (low blue light). Meet the users’ high demands for image delicacy and display quality through the application of lightweight design and high transparency materials, and the dynamic and partition refresh technology.
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(5) In-vehicle: Deepen the cooperation model with car manufacturers to improve the shipment of integrated modules for automotive applications, expand the capacity of automotive applications and continue to penetrate into larger sizes, and reduce the cost of automotive panels by standardizing production.
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(6) Special applications: Provide full size and develop more life scenes applications, cooperate with government, medical institutions or private enterprises to provide a full range of solutions.
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Long-term Business Development Plan
Continue to improve our advanced flat panel display technologies, enhance our manufacturing capabilities, and optimize our existing production capacity so that our panels can move toward larger sizes (120" and above), higher resolutions (16K), thinner and lighter, high color gamut, ultra-high contrast ratio, extreme borderlessness, and low power consumption. In response to the rise of new display technologies, we continue to invest in the development of integrated applications such as free-form and curved panel applications, Polar Black technology, under-screen fingerprint recognition, and naked-eye 3D technology, and we continue to aim to reduce the spacing of active Mini LEDs and to develop mass production of largesize AM Mini LEDs and Rollable panels, ultimately moving toward Micro LEDs.
We will focus on cross-domain expansion to the non-display field, and move towards Panel Semiconductor by developing new forms of business such as X-ray sensors, fingerprint recognition sensors, flat panel antennas, and fan-out panel packaging (FOPLP). The Company revitalizes assets through the transformation of old factories, hoping that when the supply of panels exceeds demand, it can reduce production without abandoning production lines, and can also achieve the benefits of innovative applications, such as: In 2023, the 3.5-generation line of Factory 1 was shifted to FOPLP panel level packaging. Carry out optimal strategic layouts in new application areas. Meanwhile, we stress value chain integration and development of products high added values, to make our products more competitive in both pricing and specifications to provide customers with added solutions and services.
In addition, the Company, CarUX and JDI signed a strategic alliance agreement in 2024 to jointly promote next-generation OLED technology. The Company’s advantages lie in production and efficiency, JDI’s technology has its leading edge, and cooperation between the two parties can assist in optimizing production capacity, reducing costs, and providing innovative display products and solutions to global customers.
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4.2 Market and Sales Overview
4.2.1 Market Analysis
1. Main products selling area
| arket Analysis Main products selling area |
arket Analysis Main products selling area |
arket Analysis Main products selling area |
arket Analysis Main products selling area |
|---|---|---|---|
| Unit: NT$thousand;% | |||
| Area | Amount of Sales 2024 | % | |
| Domestic Sales | 52,286,550 | 24.15% | |
| Foreign Sales | China | 27,560,365 | 12.73% |
| HK | 51,417,654 | 23.75% | |
| Europe | 27,672,989 | 12.78% | |
| America | 35,934,632 | 16.60% | |
| Others | 21,637,729 | 9.99% | |
| Subtotal | 164,223,369 | 75.85% | |
| Total | 216,509,919 | 100.00% |
2. Market Share
According to statistic from the Omedia survey report, the Company’s market share in panel shipments various products in 2024: global market share of LCD TV panel was15.0%, world’s 4th ranking; global market share of notebook (excluding tablet) was 16.6%, world’s 3rd ranking; global market share of LCD screen panel was 5.2%, world’s 6th ranking; global market share of tablet was 10.5%, world’s 2nd ranking; global market share of car panel (excluding navigator) was 5.5%, world’s 7th ranking; global market share of smart phone was 5.0%, world’s 6th ranking. The Company has adopted a differentiated strategic layout and reduced its capacity utilization rate, refrained from engaging in a price war with Chinese panel makers to increase shipments, shifted to “smart manufacturing” and “smart operation” to promote digital transformation, and implemented the “Transformation Strategy” to move toward smart operation with automation, data and intelligence.
3. The supply and demand situation and growth of the future market
Impacted by the stay-at-home-economy in 2020 to 2021, the changes in lifestyle and work are expected to bring a wave of activity to the display market and boost end-user demand. However, from 2022 to 2023, the high degree of uncertainty in the global economy, the expansion of production and competition with new players, and the rapid changes in new technologies and product applications have caused the TFT-LCD industry to face a rapid cycle of high volatility in supply and demand.
In 2022, the Russia-Ukraine Conflict dragged down European demand and caused the rise of energy prices, and most countries around the world are still suffering from high inflation. The rise in interest rates in the USA leads to the appreciation of the US dollar, which reduces the purchasing power of consumers outside the USA. The resurgence of the epidemic and China’s blockage affect the supply chain, which further worsen the situation. With all these unfavorable factors, the overall global economic outlook and sentiment confidence continue to decline, and consumers are constrained by their disposable income. Even though the brand manufacturers have taken significant price cuts and promotions to clear their inventories, the consumers’ willingness to change units and purchase new units is still weak, and the global large-size panel shipments for various application decline significantly. In 2023, high interest rates and inflationary pressures still existed, and terminal demand remained weak.
In 2024, the gradual cooling of inflation and the initiation of interest rate cuts by various countries were conducive to a moderate recovery of the general environment. In addition, the replacement of new mobile phones driven by the three major sports events and AI applications, as well as the energy-saving subsidy policy for trade-in purchase launched in China’s market drove the increase in end market demand, and the overall market experienced growth in both sales volume and average size; from the perspective of terminal shipment volume of various products, the annual shipment volume of LCD TVs was 205 million units, an increase of 1.9% YOY; The annual shipment of LCD screens was 136 million units, an increase of 4.1% YOY; The shipment of mobile computers (notebooks and tablets) was 312 million units, an increase of 8.3% YOY.
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Looking ahead to 2025, the global economic and trade situation remains complex and volatile. Tariff increases and subsidy policies have brought positive stocking demand to brand factories in the first half of the year. Although early stocking may lead to uncertainty in demand in the second half of the year, with stable panel prices and a balance between supply and demand, there is still a chance for slight growth in terminal demand throughout the year.
==> picture [398 x 200] intentionally omitted <==
Source: Omdia Research (Unit:M)
According to Omdia’s estimation, the global shipment of small and medium-sized (below 9", excluding 9") panels is 2.7 billion units (including OLEDs) in 2024, an increase of 1.1% from 2023. In terms of cell phone panels, in 2022, affected by the deterioration of sluggish sales in the Chinese market, the RussiaUkraine war and inflation dragging down demand in Europe and emerging markets, the annual shipment volume declined to 1.56 billion units. In 2023, shipments rebounded to 1.68 billion units, and in 2024, the shipments remained the same level as that in 2023; as for vehicle panels, the automotive market recovered in 2021, with shipments growing significantly to 188 million units at an annual growth rate of 25%, which further increased to 234 million in 2024 at an annual growth rate of 7.9%; in the first half of 2020, automotive market was mainly affected by the epidemic, disruption of raw material supply and plant closures, and the global economic turmoil also affected end-use sales. However, with the recovery of automotive market demand, the penetration rate of automotive displays continues to rise and promotion of the environmental protection policies drive growth in the automotive displays from 2021 to 2024, which is expected to grow continuously in 2025.
Looking ahead to 2025, with the gradual stabilization of the global economy and the popularization of 5G communication technology, the Internet of Things (IoT), and artificial intelligence (AI), the sales momentum of the smartphone market will be further enhanced due to the 5G cellphone replacement wave and the upgrading needs of feature phone users in emerging markets.
At the same time, the promotion of smart city, smart home, and smart retail has significantly increased the demand for small and medium-sized panels, which are widely used in scenarios such as station information systems, charging pile displays, in-flight entertainment systems, navigation displays, commercial signs, intelligent retail display systems, electronic shelf labels, and interactive advertising displays. These applications are expected to become the focus and important development goals of the panel market.
Overall, with the rapid popularization of 5G and AIoT, as well as the implementation of emerging applications such as smart city, smart home, and smart retail, the small and medium-sized panel market is expected to steadily rebound in 2025 and become a key component in the digital transformation of various industries.
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==> picture [378 x 182] intentionally omitted <==
Source: Omdia Research (Unit:M)
In the face of the mounting cutthroat competition, we shall integrate resources through grouping, competitive costs, good quality, rapid market response, differentiated products and good cooperative supply partners to deal with all sorts of challenges. We will also use mainstream products to gain competitive advantages, continue to develop niche market products with advanced technology, and develop product applications in new fields, so as to expand profits and achieve the goals of stable growth and sustainable operations.
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(1) We shall boost marketing by means of improved operating efficiency, refined management, product development, customer services, technical research & development and such efforts. In turn, we will be able to intensify gross profit in sales, cost control to further intensify competitive edge.
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(2) Continued investment in research & development to suffice technical talents, improve product design and application of materials. We shall proceed with research & development of advanced and improved manufacturing process and new generation monitor technology & know-how so as to create added lead in know-how of products and production costs.
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(3) With wholehearted efforts, we shall deploy integrated product lines for new products. The products manufactured by our Company cover televisions, computers, mobile devices, vehicles- and medical treatment oriented products. We provide varied modes to sell panels, whole machines, touch integration and the like. Through such efforts, we virtually bring down the potential risks of fluctuation with single products.
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(4) Strengthen supply chain integration, work closely with suppliers to ensure stable supply of raw materials and cost competitiveness, and deepen the deployment of strategic customers and develop market niche products to boost end-user demand and increase our responsiveness to market changes, while enhancing customer satisfaction and consolidating market share.
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(5) Promote flexible decision making and digital transformation by digitally integrating production information, monitoring risk factors in real time and responding to them early, and combine big data and AI analysis to improve employee value, predict future uncertainty and explore potential opportunities to achieve the goal of sustainable development.
-
Competitive Niche
-
(1) Business model:
The Company takes TFT-LCD as its business, and uses the business policy of “leadership with knowhow and quality, boosting of production efficiency and quality” to provide products with stable output, high quality and competitive prices, and is committed to expanding new application, stepping into new fields, in this fiercely competitive industry gradually break new ground.
- (2) Vertical and horizontal integration:
In an attempt to strengthen integration of our products, boost cost competitiveness, demonstrate maximum possible benefit in supply chain management, other than production of TFT-LCD panel
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modules, we dominate a significant ratio of design and manufacture of parts & components, including LED panels, color filter, light guide plate, Backlight Module, PCBA and such structure pieces which could be manufactured inside our home factory or overseas subsidiaries. Meanwhile, we are developing automated assembly production technology to reduce dependence on basic manpower, improve our core competency in product design and quality, and strive to move toward the goal of an efficient factory. Thanks to such high level vertical integration, we have taken advantage in lowering costs, prompt response to assure top level quality.
(3) Product development:
The Company mainly produces TFT-LCD panel modules, and the bulk products cover large-size panels for LCD TVs, desktop monitors and notebooks, as well as small and medium-size mature display products for cell phones, tablet PCs and car monitors. We have advanced and complete production technologies for narrow-bezel, wide-angle and high-resolution panels to meet customers’ needs for various products, and are committed to expanding applications in new fields. We are committed to expanding into new applications. Continue to develop new products, use new manufacturing processes, materials and technologies to develop differentiated high-value products and accelerate mass production in order to capture market share and increase profitability.
- (4) Our advantages in costs:
Through our experienced technical and development team, we are constantly refining our processes to reduce production costs and improve yields, and integrating with suppliers to develop high performance, high quality raw materials to improve product performance and competitiveness; together with our aforementioned business model and the advantages of self-production and automated technology, we have a cost advantage over our competitors in production.
- (5) Concerted performance (synergy) in marketing:
The Company has diversified products and good marketing channels, which can be quickly integrated with world-class customers. For world-class brand manufacturers, the Company also provides rapid design, timely delivery, machine manufacturing and global services. Integrated services give customers the convenience of a one-time purchase.
- (6) Customization capability:
With our excellent R&D and design capabilities, modular manufacturing, excellent supply chain management, vertical integration management and manufacturing cost advantages, we provide customized products to our customers.
Our product line for each application panel size has become more complete, and the design and specifications are in line with the future trend, and we are able to provide customers with services from panel manufacturing to complete product OEM, and have the ability to develop new and high-end products. We have further improved our production capacity and scale, design capability, quality and yield, supply and logistics management and financial stability. In the future, we will continue to develop more diversified and cross-domain products, and continue to improve quality and expand into higher-end and multi-markets in order to maintain our market share.
-
Positive and Negative Factors for Future Development, and the Company's Response to such Factors
-
(1) Positive Factors
- A. New application products continue to drive growth
With the rapid development of wireless communication technology and cloud computing, displays have become the core interface for content transmission and operation in the era of information explosion, and the new “5G+8K” lifestyle has become a strategic focus for manufacturers. The content of information becomes more sophisticated, which pushes up the consumer demand for size, resolution, wide viewing angle, and lightweight and thin design, and drives higher the unit value of TFT-LCD products, bringing new applications and demand growth.
With the increase of Internet audio and video services and the diversification of content to provide more real-time and high-definition programs, smart TV is a signal that cloud applications will start to
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enter the TV field rapidly. In the future, the Company will continue to launch more large 8K4K LCD TVs to provide consumers with a higher level of visual enjoyment. With the construction and popularization of 5G devices, 8K4K ultra-high resolution will be a must-have specification in midrange and high-end products in the future, which will definitely trigger a wave of replacement. In terms of LCD monitors, the business market maintains steady replacement demand, while the emerging e-sports market, high-definition, curved and bezel-less elements are driving LCD monitors to larger sizes and driving consumers to upgrade their existing products. In terms of laptops, the business market will continue to see steady replacement demand, while the education market will continue to grow and the consumer market will continue to be driven by operating system upgrades, performance upgrades, energy efficiency, gaming, narrow bezels and privacy PCs.
For tablet PCs, the Company is targeting the education market to increase the shipment of medium-sized panels. In terms of small and medium-sized panels, as the price of mid- to low-end smartphones decreases, they will become the preferred choice in emerging regions for the mobile device consumer market. With the popularization of 5G wireless communication and the promotion of bendable screens, smartphone shipments will continue to rise in the future.
- B. Stable customer base
Our major customers are global consumer electronics companies, which have important stands in TV, PC and mobile communication, and special application industry globally. Moreover, the display market will still be dominated by the international big companies in the future, and develops with the direction of “the big ones get bigger”. Therefore, in the Company’s perspective, we not only can grow our revenue rapidly, the market share of us is also expected to keep increasing with our major customer basis. Under the synthesized effects of the three factors: rise of production line completion, stronger customer base, keep developing new customers in newly developed market on the current customer basis.
- C. Globalized strategy and vertical integration in depth
Innolux has been recognized as the best LCD panel supplier in all aspects, and had been setting up global strategy aggressively. Now we have production base of post-production LCD panel module and monitor in Shenzhen, Ningbo, Foshan, Nanjing in China, and we also have delivery hubs in major cities in Asia, Europe, and America, so that we can achieve “deliver just in time” object and strengthen the long term cooperative relationship with customers.
The Company has been working in TFT-LCD industry for a long time, and we have the professional knowledge and managing capability in LCD panel, module, mechanism, and optical components’ R&D, production, and selling. We are more cost-effective and have better capability to service the customers timely than unitary TFT-LCD factory.
- D. Growth in size, withdrawal of Korean manufacturers, slowdown in production expansion of Chinabased factories, long-term supply and demand balance
The cost of Korean panel makers is relatively high, so from a long term perspective, these less profitable players will gradually withdraw from TFT-LCD, and the production capacity of Chinese manufacturers will not be further expanded after 2022. With the increase of large size of each application, the demand for glass area will continue to grow, so the supply and demand of TFT-LCD will be balanced in the long run.
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(2) Negative Factors and Response to such Factors
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A. Intense industrial competition, Mainland manufacturers will affect the supply and demand pattern
In recent years, Mainland manufacturers have stopped price cutting competition and turned to reducing production or controlling production to stabilize market prices, which stabilizes the panel prices. However, with the closing and sale of some manufacturers, Mainland manufacturers have gained absolute advantage and dominance, and attempted to influence the supply and demand pattern, and the industrial competition situation still exists.
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The Company follows the market trend and keeps an eye on the market risks, and uses a flexible manufacturing approach to respond to market changes and develop mainstream and profitable models to ensure product sales and stable profits, and prioritizes production capacity to high-profit products in order to maximize revenue and ensure the Company’s goal of sustainable operation.
- B. The complicated technology and patent portfolio
The design and production of TFT-LCD requires highly professional technology. All companies that in this industry are aggressively making their portfolio in technology and patent applications. To avoid the violation of patent rights in the production process, Innolux has been developing our own patents and technology since the beginning of this company. We recruited domestic and international talents to join the research team, and evaluate the feasibility of getting the usage rights of some key technology from foreign companies at the same time.
Regarding to intellectual poverty, we not only aggressively conduct R&D and the patent applications, we also keep strong legal support team to protect our intellectual poverty.
- C. The global economy affects consumption and supply
The Russia-Ukraine conflict in 2022 dragged down European demand and caused rising energy prices. Most countries around the world suffered from high inflation, and high interest rates and inflationary pressures persisted in 2023, resulting in continued weak end market demand. In 2024, the gradual cooling of inflation and the initiation of interest rate cuts by various countries were conducive to a moderate recovery of the general environment. In addition, the replacement of new mobile phones driven by the three major sports events and AI applications, as well as the energy-saving subsidy policy for trade-in purchase launched in China’s market drove the increase in end market demand. In 2025, the global economic and trade situation remains complex and volatile. Tariff increases and subsidy policies have brought positive stocking demand to brand factories. However, with President Trump taking office, the future relationship between China and the United States will become more uncertain, which will increase economic fluctuations, and will have a considerable impact on consumer demand.
Although there are many uncertainties, the development of the needs of emerging markets is still the goal of consumer electronics brands. We provide products that are competitive for its cost and specifications by constantly optimizing our products and technology. We also help our supply chain partners to develop business to diminish the operation disadvantages of fluctuation of external demands.
Taiwan has a well-established supply chain cluster, and we have been strengthening our supply chain partnerships and developing our own raw material production capability, so that our material supply is relatively stable and competitive in terms of cost.
4.2.2 Usage and Manufacturing Processes for the Main Products
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Main Products and Their Main Usage
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(1) TFT-LCD
TFT-LCD products are display application for digital information delivery, its wide application including information display equipment for business and industry, computer, telecom related and consumer electronics display equipment, etc. As the development of integrated digital age 3C market, the main area of TFT-LCD product are:
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A. Information Technology, IT: such as Desktop monitor and Notebooks, etc.
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B. LCD TV and PID
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C. Communications and Consumer Electronics: Tablet, smart phone, smart watch, digital camera, digital video, digital photo frame, portable game console, smart home and other high mobility and portable electronic products application.
-
D. Automotive Display: Gauge board, dashboard, digital reflecting mirror, head-up display, audiovisual
-
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TV at back seat, and navigator.
- E. X-Ray
- F. Special application: medical display, Avionics display, automotive display and other touch panel application.
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(2) Touch Panel business
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A. Small size (below 7 inch) products mainly apply to smart phone, multimedia player, GPS and digital camera, etc.
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B. Medium size (7 inch to 19 inch) products mainly apply to tablet, eBook, Ultrabook, notebook, etc.
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C. Large size (above 20 inch) products mainly apply to All-in-one computer (AIO), Public Information Display, etc.
-
-
(3) Other emerging businesses
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A. Manufacture of LCD TVs
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B. LC Meta-Surface Antenna
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C. Fan-out panel-level packaging (FOPLP)
-
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Main Products and Their Manufacturing Processes
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(1) Three steps in the TFT-LCD production process:
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A. In the Array or TFT Process mentioned in the preceding paragraph, injection and washing for glass baseplates → gate metallic layer sputtered coating → gatemetallic layer lithography → semiconductor layer continued filming → Semiconductor lithography → source/drain film-forming → source/ drain medal sputtered coating → source/drain lithography → protection film manufacturing process → Protection film lithography → Transparent conducting layer sputtered coating transparent conducting layer lithography → thin film transistor electrical analysis → thin film transistor completion.
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B. Cell or LCD Process: The Cell process fits the Array substrate to a color-filter substrate; liquid crystal is then inserted between the two substrate layers.
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C. Module Assembly or LCM Process: taking the panel from the Cell process and bonding the assembling backlights, IC and frame and other components to make the Open cell, module and system and other types based on clients’ demand.
-
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(2) Touch panel business
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A. Sensor Process: Use Semiconductor Litho process to put sensor on the glass.
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B. Lamination & FPC Bonding Process: take the front-end sensor glass as the substrate, fully bond to the protective cover, and laminate with the FPC.
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C. Touch panel modules and LCD/LCM assembling process (TP & LCD/LCM Direct Bonding & Advanced Direct Bonding):
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a. TP & LCM: taking LCM as the baseplates to be attached to the touch panel modules for overall combination.
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b. TP & LCD: LCD (Open-Cell) as the baseplates to be attached to the touch panel modules for overall combination before being assembled with Back Light modules (BLM).
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4.2.3 Supply Situation for the Major Raw Materials.
| Major Raw Materials | Source of Supply | Supply Situation |
|---|---|---|
| Driver IC | Supplier U, Supplier O, Supplier Z | Good |
| Glass | Supplier S, Supplier P, Supplier M | Good |
| Polarizer | Supplier W, Supplier V, Supplier H | Good |
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4.2.4 Major Suppliers and Customers
- Information of major suppliers in the last two years
Unit: NT$ thousand; %
| Unit: NT$thousand;% | Unit: NT$thousand;% | Unit: NT$thousand;% | Unit: NT$thousand;% | |||||
|---|---|---|---|---|---|---|---|---|
| Item | 2023 | 2024 | ||||||
| Name | Amount | Percentage | Relation with theissuer |
Name | Amount | Percentage | Relation with theissuer |
|
| 1 | Others | 134,113,963 | 100.00 |
None | Others | 128,483,209 | 100.00 |
None |
| Net purchase | 134,113,963 | 100.00 |
- | Net purchase | 128,483,209 | 100.00 |
- |
- Information of major customers in the last two years
Unit: NT$ thousand; %
| Item | 2023 | 2023 | 2023 | 2023 | 2024 | 2024 | 2024 | 2024 |
|---|---|---|---|---|---|---|---|---|
| Name | Amount | Percentage | Relation with theissuer |
Name |
Amount | Percentage | Relation with theissuer |
|
| 1 | Customer A | 21,644,175 | 10.22 | None | - | - | - | - |
| 2 | Others | 190,096,382 | 89.78 |
None | Others | 216,509,919 | 100.00 |
None |
| Net sales | 211,740,557 | 100.00 |
- | Net sales | 216,509,919 | 100.00 |
- |
4.3 Human Resources
| 4.3 Human Resources | 4.3 Human Resources | |||
|---|---|---|---|---|
| Year | 2023 | 2024 | March 31, 2025 | |
| Managerial Officers | 2,775 | 2,547 | 2,494 | |
| IDL | 11,642 | 10,622 | 10,363 | |
| Number of Employees | DL | 27,747 | 25,993 | 24,554 |
| Total | 42,164 | 39,162 | 37,411 | |
| Average Age (Unit: years) | 36.64 | 37.35 | 36.79 | |
| Average Years of Service (Unit: years) | 9.11 | 9,71 | 9.20 | |
| Ph. D. | 0.19% | 0.21% | 0.20% | |
| Masters | 14.20% | 15.74% | 14.81% | |
| Education Distribution | Bachelor’s Degree | 48.06% | 50.17% | 48.93% |
| Percentage (%) | Senior High School | 24.20% | 22.64% | 23.50% |
| Below Senior High School | 13.34% | 11.24% | 12.55% | |
| Total | 100% | 100% | 100% |
4.4 Environmental Protection Expenditures
- 4.4.1 Any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any remuneration paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided:
In the most recent fiscal year and up to the publication date of the annual report, the Company has not had any loss caused by environmental pollution event.
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4.5 Labor Relations
4.5.1 List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests.
- Employee benefit plans, continuing education, training, and the situation of implementation
Employee remuneration and benefits
Our Employees have the labor insurance, citizen health insurance, and group insurance from the very first day of employment. Besides the basic monthly salary, we also provide Luna Festival, dragon boat festival, New Year and retention bonus, and proper performance bonus according to the Company operation revenue; Employee remuneration is issued after the Board of Directors’ resolution and the shareholders’ meeting report. According to the position, performance and contribution, the amount of each employee is determined to motivate and retain outstanding talents.
The Company deems “talent” as its valued asset, and implements “Employee Stock Ownership Trust” to share the business results with employees and assist employees to start the long-term wealth management and saving plan in the early stage so that it can combine employee performance and shareholder interests to create a win-win situation; at the same time, we continue to create a friendly workplace environment that gives consideration to both work and life. In addition to providing employees with vacations better than the Labor Standards Act, we have continued to offered flexible working hours and the option to work from home since 2024. If employees need to take care of their families due to unexpected accidents, they can choose to work early or late according to the flexible work schedule; the work-from-home approach offers employees a more flexible work style, they can choose to work from home a few days a year. In addition, Taiwan provides filial leave, accompanying obstetric inspection leave, accompanying study leave and refresher leave, allows employees to schedule their leaves according to their personal needs, take care of both work and life balance, and make good use of the travel/study fund. The Company can provide the employees with a good life in InnoLux that brings them peace of mind at work, peace of mind for their families, and enriches their bodies and minds.
In welfare, we have employee restaurants in all factories, and provide meal substitutes according to the Company rules. At the same time provide convenience stores, cafes, banks, insurance, tourism, telecommunications and other diverse assistance. And with the concepts of energy, comfortable life, happiness and health, we built the employee’s center, which provides leisure and exercise functions to release our employees’ mental and physical stress. We cooperate with manufacturers in sports subsidy programs to provide employee with more flexible sports and leisure venues. We continue to implement various sports initiatives and activities. In order to create a friendly workplace, jointly inject the spark of cooperation created by elders and youth into the senior workplace, and empower employees to design and guide their second life. It should not only continue the good scenery of the first half of employees’ lives, but also be fully prepared for the second half, and be more able to understand and respect multi-culture so that every colleague can feel comfortable and belonging in the Company, implement DEI in life, and make workplace life more vibrant, joyful and warm.
In addition, the Company holds regular health examinations, and provides consultation for anomaly and health guidance after the health examination and cancer screening to assist employees in early detection of diseases and early treatment; introduces personal medical images into health management APP, and provides complete and convenient information for employees when seeking medical treatment. Meanwhile, professional doctors are stationed in the plant to provide various health promotion and psychological consultation programs to care for the physical and mental well-being of employees. Besides, we provide multiple self-financed health check-up programs for family members, which not only takes care of employees, but also extends to family members, providing more comprehensive life care.
Based on adhering to the concept of sharing business results with employees, the Employee Welfare Committee is established in accordance with the law to be responsible for the planning and implementation of various welfare programs; including community activities, sports seasons, movie banquets, family days,
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departmental dedication activities, seminars by talents from different industries, discounts for special stores, etc., and subsidies for festivals, weddings and funerals, emergency relief, etc. To encourage colleagues to cultivate personal interests outside of work and promote work-life balance, through the establishment of diversified clubs, and the three key points of enrichment, activism, and life-oriented management of the clubs, to meet the different preferences of employees through cross-field, same-interest activities and exchanges, and create both Energetic, creative, caring and joyful workplace environment.
Employee development
Established Innolux University, with5 colleges and 1 center (Technology College, Management College and Pioneer College, and General Education Center) and covering 24 courses.
Undertake the Company’s business strategy. In 2024, we launched talent development activities focusing on “management ability cultivation, global talent cultivation, and semiconductor talent cultivation”, continued to promote various training programs and courses through Innolux University, actively promoted talent upgrading, cross-border learning, and corporate sustainable management goals to strengthen the Company’s competitiveness.
We continue to hold a series of digital transformation courses, plan learning blueprints based on different trainees, cooperate with external academic units to introduce courses, and collaborate with expert groups to optimize training plans, cultivating digital transformation talents from knowledge and tool learning, digital transformation decision-making thinking, and business model learning. The organizational goal is to achieve smart manufacturing and smart operations to achieve flexible decision-making and transformation revolution; In terms of individuals, we will encourage all colleagues to get on the transformation train to enhance personal value and diversified development. Digital transformation series courses. In addition to the standard learning blueprint courses, we also launched generative AI lectures to introduce the key application points of generative AI and integrate it into the commonly used work scenarios and needs, hoping to help colleagues improve work efficiency through the use of tools.
At the same time, in line with the Company’s operating goals and personal career development needs, we establish key tasks at each job level and their corresponding key management functions, and promote leadership management learning courses to improve the layout of the leadership management echelon. In addition to providing training on leadership and management capabilities, we also care about the physical and mental health of employees. We have expanded and promoted “training courses” (including courses on stress management and stress reduction, emotion management and relationship recovery) for middle-level and junior-level supervisors to help employees understand the sources of stress and identify risk factors, trace the source, face emotions, and practice recovery skills to regain resilience, perseverance, selfregulation and self-care.
The Company has invested in semiconductor - advanced packaging and established a semiconductor college to carry out a complete learning and development plan. By positioning advanced packaging positions, establishing learning blueprints, working with expert teams to plan training programs, and collaborating with external academic units and associations to introduce courses, we cultivate semiconductor talents from three major directions: quality requirements, professional knowledge/technology, and semiconductor industry trends. Organizationally, we will utilize panel production technology in the semiconductor packaging industry to achieve enterprise transformation and development; Personally, we will assist colleagues who engage in new industries in understanding the evolution, trends, and prospects of the semiconductor industry, as well as the operational and manufacturing management characteristics.
Undertake the Company’s new market development strategy, and cultivate international talents to cope with global issues, among which improving English proficiency is an important learning requirement. Promote diverse learning programs by defining the English learning framework, and working out the learning needs of key positions and key units. Provide an online English learning platform to encourage colleagues to self-study and improve their listening and reading abilities; Plan business English courses and provide immersive English learning environment; Provide online English tutoring resources for key
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positions and key units, allowing for real-time interactive learning and effectively helping to improve communication and conversation skills.
In addition, we continue to implement ESG goals into business strategies. We have also invested in industry-academia cooperation and the government-promoted Youth Project to create practical talents for the industry, reduce the gap between learning and application, and cultivate fresh forces with integration of learning and application, and assist young students in employment and practical application. After completing their training, the trainees continue to serve in the Company. In order to spread positive energy to the teachers and students in rural schools, we donate materials to Ren Ai Junior High School of Nantou County every year to help the indigenous students in rural areas with insufficient resources, so as to achieve the goal of promoting sustainable joint development.
Facing the global aging trend, the Company is strives to promoting an ESG age-friendly workplace Continue to introduce the industry’s original Seniors with 5 Excellent Qualities - Redesign Their Second Life board game, a unique board game experience course specially tailored for senior colleagues. Through entertaining and educational methods, it focuses on work, life, health, family, finance and other aspects, we help colleagues realize their personal needs and design the second half of their lives, guide colleagues to understand the concept of retirement preparation in the process, and continue to create a win-win situation for individuals and the Company.
- Retirement systems and implementation status
At present, there are two kinds of labor pension systems, the old system of retired labor implemented by the accordance with the Labor Standards Law and the new system of retired labor implemented by the accordance with the Labor Pension Regulations.
-
(1) The company formulates employee retirement measures in accordance with the Labor Standards Act, and establishes a Labor Retirement Reserve Supervision Committee.
-
(2) We hire actuary to evaluate our employees’ retirement preparation fund and issue the evaluation report according to the IAS19R financial principles.
-
(3) We transfer 2%~15% monthly salary to retirement preparation every month.
-
(4) If a labor retirement pension system is established, the Company will allocate 6% of the insured salary to the employees’ personal account established by the Labor Insurance Bureau on a monthly basis to fully protect employees' rights.
-
The status of labor-management agreements
The Company has always attached importance to labor relations and emphasized labor harmony. In order to maintain two-way communication, management and exchange, the company has been promoting zero distance communication with employees through various measures:
-
(1) Quarterly labor-management meetings and employee welfare meetings are held, in which representatives from the employer side, composed of senior management, and representatives from the labor side, selected by employees, to communicate directly face-to-face and exchange opinions with each other in an open manner.
-
(2) Regularly hold relevant communication meetings, as if the appointment is an obligation, inviting all management and employees to attend, so that employees can understand the current status of the Company's operations and align with the future goals and development.
-
(3) Construct a comprehensive communication channel, announcing important information and issues through e-newsletters, boot and screen protection screens, the Wing HR app, iMedia video channels, and the iFB company Facebook; provide all-day communication platforms such as employee care hotline, employee care mailbox, Wing HR-I want to complain and suggestion boxes in each factory. Employees can choose to escalate their problems by name or anonymously, so that their problems can be solved immediately and effectively, and a harmonious labor relations can be established.
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Working environment and individual safety protection
-
(1) Safety and Health organization and operation
The Company has set up a central coordinating unit for the promotion of environmental safety and health culture, the development of environmental safety and health management systems and establishing risk management strategies under the President’s office, and a dedicated unit for comprehensive environmental and sanitation management affairs in the factory. Each factory invites the top executives of the plant area, various authorities and labor representatives to convene a “Safety, Health and Environmental Protection Committee” on a quarterly basis to discuss the vision and policy, target plan, risks and opportunities, internal and external concerns and communication, environmental safety and health and damage prevention management plans, occupational disease prevention and health promotion matters, infectious disease management matters, and performance appraisal.
In 2024, in meetings attended by factory labor representatives of Safety, Health and Environmental Protection Committee from the Company and its subsidiaries, there were 1,672 participants, with a 72% attendance rate in Taiwan, and 321 participants, with a 66% attendance rate in the Mainland China sites.
All factories in Greater China sites have passed ISO45001 Occupational Safety and Health Management System and ISO14001 Environmental Management System certification. In order to reduce the impact of climate change and improve the resilience of the Company, the ISO50001 energy management system was introduced in 2019, and the pilot plant successfully passed the ISO50001 management system verification in 2020. By 2024, the energy used in the plants that have passed the certification has exceeded 99% of the total energy used in the Greater China plants. In this way, we make the environmental safety and health management system more comprehensive and complete, provide a better working environment for factory workers, fulfill social responsibilities, realize the sustainable development goals (SDGs) of the UN and enhance competitiveness to implement the sustainable business philosophy.
Reduce Occupational Hazards
Since 2016, an operational and intelligent environmental safety and health management system has been developed, to improve the communication efficiency of environmental safety and health information within the organization. Establish management indicators for environmental safety, health management and risk management in the plant, so as to measure the performance level of environmental safety and health management, and supervise the operation status of risk management to grasp the trend change.
Through the electronic system, the hazard identification and the risk assessment system are interconnected, as well as the operation safety observation system and the work safety analysis, in order to eliminate the potential hazard factors of the operation activities of employees and contractors, and improve the safety of the operation environment; in addition, the “parallel implementation system” is used to carry out in parallel the corrective and preventive measures of exceptional events to all plants in Greater China sites to avoid the recurrence of similar exceptional events.
In 2023, the number of disabling injury incidents caused by operating and non-operating incidents in the Company increased, resulting in an increase in the Disabling Injury Frequency Rate (FR) to 0.41. In 2024, the Company launched an occupational hazard prevention strategy and management plan, and formulated four improvement strategies: strengthening leadership determination, eliminating hazardous factors, enhancing safety and health awareness, and promoting knowledge exchange, and initiated actions such as supervisor’s safety expectations and declarations, supervisor’s regular supervision and inspection, incident awards and penalties, system improvement, operational hazard analysis and observation, safety inspection of hazardous areas, and improvement of parallel implementation and audit systems, in order to enhance employees’ safety awareness and strengthen the safety of the operating environment. The disabling injury frequency rate (FR) in 2024 was reduced to 0.16 after management and control.
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The Company will continue to promote the aforementioned improvement projects to improve the unsafe job sites, enhance employees’ safety awareness and improve the intrinsic safety design of the equipment; promote process automation to reduce the human-machine interaction; implement improvement projects such as Human Factors Engineering Risk Assessment and Hazard Prevention, as well as encourage employees to participate in the plant performance evaluation and activities to reduce occupational hazards and provide a safe and healthy job site for employees.
In order to further improve and deepen the environmental, safety and health culture, the Company continued to set up short-term and medium-term environmental, safety and health management indicators and annual KPI indicators for Greater China factories in 2024 to implement its commitment to caring for employee safety and health and SDGs sustainable development goals and pursue the vision of zero accident, zero occupational disease, and zero pollution.
Contractor management
Through regular two-way communication meetings and irregular construction safety courses to strengthen contractors’ awareness of environmental safety and health management, they also cooperate with contractors to complete high-risk operation hazard identification, risk assessment and analysis, and emergency response plans and drills. In the event of an accident, the Company’s “Accident Electronic Management System” will conduct accident investigation and analysis and implement corrective and preventive measures.
In 2024, the Disabling Injury Frequency Rate (FR) of contractors of the Company and its subsidiaries was 0.00, the contractor accident rate (IR) was 0.00, and lost days rate (LDR) was 0.05, slightly lower than the rates compared with the year 2023 when the contractor accident rate was 0.51, IR was 0.01, and LDR was 5.27. Besides, the work-related fatalities rate was 0. The construction work of the contractor will continue to implement the education and training, safety analysis of the contractor’s work, take preventive measures, toolbox meetings and other measures to prevent the recurrence of accidents and reduce the risks arising from climate change in 2025.
ESH Training and Contingency drill
Employees are the most valuable asset. Training is an investment that never depreciates. The Company and its subsidiaries continue to provide general safety and health knowledge and professional knowledge and skills training that colleagues should have, such as environmental management, damage prevention, continuous operations management, plant and equipment safety, chemical hazards and protection, fire management, occupational injury prevention and health lectures and other courses. In 2024, 3,418 ESH training sessions were held, for a total of 338,210 participants. On average, employees joined over 9 training sessions per person per year.
The Company builds emergency response organizations and develops contingency plans and preparation procedures for various situations such as fires, earthquakes, chemical leaks, and fires on renewable energy generation equipment etc., and through daily education, training and drills to enable the Company to deal with them quickly and effectively Disasters and loss reduction.
- (2) Risk Management on Occupational Safety and Health
Loss Prevention Management Projects
The Company has long been committed to the establishment and improvement of damage prevention systems and regulations, annual damage prevention inspections and audits, and continuous implementation of improved technology in risk management and control standards, in order to continuously improve and strengthen the Company's physical fitness.
In recent years, the implementation of inspection projects for the construction or expansion of new plants, new processes, renewable energy systems and energy storage systems, and major changes, fire and natural disaster risks has comprehensively strengthened the Company’s physical risk management to enhance the Company's risk tolerance and recovery ability after facing shock.
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The implementation of the damage prevention management plan for 2024 includes the development of a safety management plan system for electric vehicles, improvement of safety specifications and management standards for energy storage systems, and refinement of safety specifications and management standards for solar energy systems; Measures for strengthening the integrity of the management system for environmental safety and health in the factory includes employee BMI health management, workplace mental health promotion, PFAS chemical management plan, cultivating environmental safety and health culture, and implementing environmental safety and health inspection system to ensure process safety and increase environmental safety and health management resilience.
In the future, past experience will be continued, and major risk trend issues of internal, external and industry concern will be considered, such as the threat of climate change, emerging risks, fire and explosion risks of multiple energy sources, external service supply and other operational disruption threats; the Company will implement and deepen the continuous operation management system internally and implement the extreme climate, power system, renewable energy system related environmental safety and health management resilience safety audits, extending outward to environmental, safety and health and operational risk assessments of on-site suppliers.
In response to international concerns about climate change and ESG issues, we have strengthened the promotion of net-zero carbon reduction actions, refined short-term and medium-term net-zero carbon reduction goals, implemented circular economy management to enhance energy resource utilization, continued to increase solar power generation systems (or devices) installation capacity, expanded the factories passing ISO50001 energy management system certification, and improved energy efficiency to strengthen the mutually beneficial coexistence of internal and external stakeholders of the Company, share the Company’s environmental, safety and health management through industrygovernment-academic seminars, and implement sustainable business operations.
Prevention and Management of ergonomic hazards
In recent years, the proportion of occupational musculoskeletal disorders in the occupational disease benefits of labor insurance is increasing year by year. Prevention and control of ergonomic hazards is one of the key points of active management in the industry. In order to effectively prevent the occurrence of diseases caused by occupation-related factors, the Company has taken the following measures:
-
A. Identification and analysis of the risk of job-specific processes of a systematic, resource and continuous improvement mode execution.
-
B. Occupational Safety and Health Act will trigger repetitive operations, such as pre-musculoskeletal diseases Anti concept implanted “hazard identification and risk assessment norms” to implement career In order to effectively prevent and control concepts, health management must be through hazard awareness, assessment and control improvement.
Prevention and Management of overwork related illness
The Company aims to effectively prevent abnormal workloads from causing diseases and ensure the safety and health of employees as follow:
-
A. Ensure that employees’ working hours, rest, and vacation conditions are in line with local labor regulations.
-
B. Perform workload level assessment, including employee overload and work pattern assessment, and assess the risk of cardiovascular disease incidence of employees based on health examination results, and adopt health management.
-
C. The health management system was implemented, including annual regular health checkups, risk case identification and management, anomaly tracking management, mental health management, matching work, fitness adjustment, etc.
-
D. Actively promote mental health management and stress management-related preventive education and disseminate the rules of overload prevention, knowledge of preventing workplace fatigue related diseases, and health management strategies to employees through various ways.
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Maternal health protection and management
In order to ensure the well-being of female employees and protect their health, Innolux Corporation, taking into consideration the impact of gender differences and pregnancy on health risks, has implemented maternal health protection activities and management, including:
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A. In conjunction with the local labor laws, parental leave allowance is implemented, miscarriage prevention leave and family care leave rights are reinforced, related health protection measures are established, internal standard operating procedures are set up. For pregnant female employees, health risk assessments are implemented, hazard control and risk communication are carried out, and work adjustments are made as needed.
-
B. Health guidance during pregnancy and breastfeeding is provided to pregnant employees. Rest areas and breastfeeding rooms are provided to create a friendly working environment for female employees, taking into account the principles of maternity protection and gender equality in employment.
(3)Recruitment and Staffing
The Company’s goal is to employ qualified personnel to create the best possible performance. Our company cares about diversity and equal opportunity. We do not allow employment discrimination based on race, color, age, gender, sexual orientation, ethnicity, disability, pregnancy, religion, political affiliation, union membership, and marital status or otherwise. In our day-to-day operations, this means that we monitor and manage our human resources consciously. We analyze and improve turnover patterns. We build a labor force with a balanced structure, which was also integrated into our recruiting policy.
At the same time, adhering to the “take from society, use to society” concept, promote employees with physical and mental disabilities, consider different physical and mental conditions to arrange work appropriately, provide a friendly working environment and strengthen their work functions, so that the work performance of colleagues with disabilities and general colleagues go hand in hand, and the Company also fully fulfill corporate social responsibility.
(4)Zero Distance Communication
Unblocked communication channel
The Company emphasizes harmonious labor relations. To this end, we convene quarterly meetings with the labor-capital committee and the Employee Welfare Committee. High-level managers from the capital side and grassroots level representatives from the labor side engage in two-way face-to-face communications, to exchange views in an open atmosphere. We also have built a full range of communication channels to accept and respect the voices of our employees, which employees can use under their names or anonymously, the Employee 24 hours Care Hotline, the Employee Care Mailbox, I Want to Speak-up, Two-way communication responds to issues such as human rights, labor management and sexual harassment, help employees to find quick solutions to their problems. And Sets up a special unit to handle appeal cases, supervise relevant positions, and protect employees’ rights.
Establish a friendly working environment to eliminate unlawful infringement in the workplace
To prevent the employees from the threat of workplace violence, the Company has continued to promote the "Workplace Violence Prevention Program" throughout its factories, establish a complete training and management mechanism, develop supervisors' sensitivity and advanced caring skills, so that it can actively create a physically and mentally healthy workplace, and provide a warm workplace life.
EAPs Employee Assistance Programs
Employees are company's most important asset. Employees are company’s most important asset. Innolux understands how difficulties may affect an individual’s work and life. Promote Employee Assistance Programs (EAPs), which are integrated into the Wing HR APP platform to provide employees with 24-hour uninterrupted consultation services to assist employees in real time, such as
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employee care, psychological counseling, healthcare and legal assistance, in an effort to reduce the impact that problems may have on our employees’ work and lives. We hope to enable our employees to work with a fit body and a healthy mind and improve productivity.
Diversity and equality in the workplace
The Company is committed to protecting human rights, supporting and respecting relevant international labor rights norms, including the Universal Declaration of Human Rights (UDHR), the United Nations Global Compact (Global Compact), the United Nations Guiding Principles on Business and Human Rights (UNGPs), and the International Labor Organization (ILO) and Code of Conduct - Responsible Business Alliance (RBA), following local laws and regulations and the spirit of international human rights standards, formulates human rights protection and labor-related norms, enables the Company’s global employees, contract employees, customers, and supplier partners to comply with consistent requirements. The Company’s human rights policy applies to the Company and its subsidiaries, including all employees and overall operating activities, to work together with our suppliers, outsourcers, contractors, customers and other value chain partners to safeguard human rights. The implementation policy is described as follows:
-
A. Equal employment opportunities and treatment, no discrimination or difference based on race, ethnicity, color, nationality, gender, sexual orientation, gender identity, physical disability, marriage, pregnancy, age, political affiliation, religion and other status factors, practicing diversity and sharing inclusive workplace values.
-
B. Forced labor, child labor and human trafficking are prohibited in business activities or supply chains.
-
C. Comply with all applicable wage, benefit and working hour regulations and ensure freedom of employment.
-
D. Provide a safe, healthy, humane working environment that prohibits harassment and bullying, and assist employees in maintaining a work-life balance.
-
E. Respect employees’ rights to associate freely and join various organizations.
-
F. Maintain positive labor relations and provide a diverse communication platform.
-
G. Respect and protect the collection and use of personal information in compliance with legal requirements.
-
H. We uphold the principles of integrity and fairness, comply with the anti-corruption laws of the country where we operate, and prohibit any form of illicit gains.
-
I. Responsible procurement and responsible production ensure that conflict minerals and illegal timber are not used in the supply chain, and create a sustainable supply chain.
-
J. Regularly review and assess human rights-related risks, formulate mitigation and remedial measures, and provide multiple complaint channels.
4.5.2 List any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to labor disputes (including any violations of the Labor Standards Act found in labor inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, the substance of the legal violations, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided:
The Company and its subsidiaries have recently and until the annual report dated, and the estimated cost of labor disputes is NT$3,142 thousand. The lawsuit is a case-by-case judgment and does not involve labor inspection results that violate the Labor Standards Act. The amount involved in the dispute has no significant impact on the Company’s finances and business.
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4.6 Cyber Security Management
4.6.1 The cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management
In response to digital transformation, ensure cyber security and strengthen the protection of confidential information to maintain the Company’s competitive advantage. To do this, we have established information management system operating procedures as the highest management basis to control the Company’s cyber security, protect the Company’s important information assets, and ensure the operations and important businesses Comply with laws and regulations to gain the trust of customers and enhance the Company’s competitiveness.
1. Cyber Security Management Framework
The Company's cyber security protection objective is to implement cyber security management principles, set quantitative management objectives for cyber security, and strictly inspect the implementation status. To this end, the Company has established a dedicated cyber security unit in accordance with the “Regulations Governing Establishment of Internal Control Systems by Public Companies” to coordinate the formulation, supervision and implementation of cyber security objectives, policies and related regulations. Regularly report to the Chief Information Security Officer, the President, the Chairman and the Board members of the operating results of the cyber security management system and the opportunities for further enhancement.
2. Cyber Security Policy
The Company strengthened the existing ISMS architecture to ensure the confidentiality, integrity, and availability of information assets according to the ISO27001:2022. The Company applied for ISO27001:2022 re-certification in 2024, and is expected to obtain the certificate in the first quarter of 2025.
We regularly perform information security risk assessments, formulate an information security development strategy blueprint based on the severity of the risk impact, and adopt the Plan-Do-Check-Act (PDCA) method to gradually enhance the information security defense structure.
-
Cyber Security Management Measures and Invest Resources
-
(1) Establish a dedicated information security unit
The Associate VP of Digital Development and Information Security is assigned as the Chief Information Security Officer, overseeing the Cyber Security Department, which is responsible for regularly reviewing the Company’s cyber security management plan and incident response.
- (2) Enhance information security awareness education and training
Conduct regular cyber security education and training, social engineering drills and cyber security tests every year to enhance employees’ cyber security risk awareness and prevent the occurrence of major information security incidents.
- (3) Cultivate full-time professional cyber security talents
We have obtained a number of professional cyber security licenses according to the matters to be handled by the public authorities with A-level information security responsibilities, such as: EC-Council CSA (Certified SOC Analyst, Security Operation Center (SOC) Analyst), ISO/IEC 27001:2013 Information Security Management System (ISMS) Lead Auditor (ISMS Lead Auditor), ISO/IEC 20000 Information Technology Service Management (Information Technology Service Management System Lead Auditor) ISO/IEC 20000-1:2018 Lead Auditor.
- (4) Cyber security training and keep up with the times
Participate in national-level seminars and courses to enhance the professional functions of existing cyber security manpower, such as: cyber security course organized by the ACW SOUTH in Tainan.
-
(5) Continuous improvement of system architecture
-
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Build firewalls for cross-factory firewalls and the privileged account management mechanism, and enhance the backup operation management mechanism to reduce the risk of virus infection affecting company operations. Drill for core systems at least once every three years, and perform emergency response and recovery drills to ensure continuous operations and reduce the impact of major failures or disasters on critical business processes.
- (6) Actively join domestic and overseas organizations
In addition to actively joining in domestic and international organizations, we have also signed a Memorandum of Understanding (MOU) on national cyber security joint defense and intelligence sharing cooperation with the Ministry of Justice Investigation Bureau for the first time. The industry and government work together to exchange information on security threats, intelligence, and emerging technological criminal methods such as hacker infiltration attacks, strengthen defense capabilities, and enhance digital security resilience.
4. Investing in information and communication security management resources and achievements:
| Item | Contents |
|---|---|
| Obtained ISO27001 information management system certification |
1. Certification will be carried out and certificate will be obtained in October 2021. 2. The scope of certification will be expanded in 2022 and the validity of the certificate will be maintained in 2023. 3. The Company applied for ISO27001:2022 re-certification in 2024, and is expected to obtain the certificate in March 2025. |
| Cyber Security Governance and Advocacy |
1. The Company has been promoting the Innolux Cyber Security Month campaign to publicize the concept of cyber security protection for four consecutive years. 1-1. Published a total of 22 announcements 1-2. Organized an online 1-hour education and training course for employees, with a 100% pass rate for the exam 2. Launched phishing email recognition teaching, a total of 11,454 people participated in the training. 3. Jointlyheld a cyber securitylecture with the Ministryof Justice Investigation Bureau. |
| Information security defense architecture |
1.Prevent ransomware from entering and strengthen EDR endpoint protection. 2.To avoid hacker attacks, invest the construction of DDoS defense architecture. 3.Avoid the penetration of unknown phishing emails and strengthen SPAM optimization and MAIL APT equipment resources. 4.Plan and build a file cleaning system to filter suspicious and viral files from entering the Company. 5.Build information security threat detection and alarm mechanism to reduce the risk of unauthorized use, destruction or leakage of information. 6.Build a global threat information platform to block malicious connection traffic. 7.Strengthen the detection score of external information security risk exposure platforms. 8.Continuously strengthen information security protection detection in DMZ. 9.Construct web page weak scanning and source code detection. 10 Introduce a supply chain risk management platform to enhance the level of cyber security protection for upstream and downstream supply chain vendors. 11. Conduct simulation drills for hacker attacks,simulatingmulti-faceted hacker attacks. |
| Cyber Security Information Keeps up with the Times |
1.Join FIRST, an international information security organization, becoming the first company in the high- tech manufacturing industry. 2.Join TWCERT as member of Information Security alliance, and exchange information with the other alliance members. 3.Join SP-ISAC as member of the Information Security Information Sharing and Analysis Center of Science Park, and exchange information security technology with other organization members. 4.Join Taiwan Information Security Supervisors Alliance and exchange with information security teams of listed companies. 5.Participate in information security training courses at Tainan Shalun Information Security Base organized by Industrial Development Bureau, Ministry of Economic Affairs. 6.Subscribe to domestic and international cyber security organizations to obtain information on hacking attacks in real time. 7. Signed a Memorandum of Understanding (MOU) on national cyber security joint defense and intelligence sharingcooperation with the Ministryof Justice Investigation Bureau. |
| Grasp Information to Reduce Financial Losses |
Since 2020, we have been buying the cyber security insurance to prevent financial losses caused by major information security incidents and to protect the rights and interests of customers and investors. |
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4.6.2 List any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided:
The Company has established a cyber security management system and standard procedures for handling cyber security incidents, and conducts cyber security incident response drills from time to time to implement procedures for pre-event warning, in-process protection, and post-event identification of cyber security incidents. In 2024 and as of the publication date of the annual report, there were no major information security incidents, nor any property losses or business interruptions caused by cyber security incidents.
4.7 Important Contracts
| 4.7 Important | Contracts | |||
|---|---|---|---|---|
| Contract nature | Counterparty | Contract start and end dates |
Major Contents | Restrictions |
| Real estate sales contract |
ChipMOS TECHNOLOGIES INC. |
2024.07.03 | Selling N9 Fab (two buildings at No. 10, Nankejiu Road, Shanhua District,TainanCity) |
Pursuant to the terms and conditions set forth under the Agreement |
| Real estate sales contract |
Taiwan Semiconductor Manufacturing Co., Ltd. |
2024.08.15 | Selling TAC Fab (No. 3, Section 1, Huanxi Road, Xinshi District, Tainan City, a total of 11 building numbers) |
Pursuant to the terms and conditions set forth under the Agreement |
| Real estate sales contract |
Nanjing Jiangning Economic and Technological Development Zone ManagementCommittee |
2024.11.30 | Selling Nanjing fab (No. 93, Focheng West Road, Jiangning Economic Development Zone, Nanjing) |
Pursuant to the terms and conditions set forth under the Agreement |
| Syndicated Loans |
Bank of CTBC, Mega Bank, and other bank groups |
2020.06.24 – 2025.06.24 |
To repay loans from financial institutions and replenish medium-term working capital |
Pursuant to the terms and conditions set forth under the Agreement |
| Syndicated Loans |
Taipei Fubon bank and other bank groups |
2023.09.06 - 2028.09.01 |
To repay loans from financial institutions, replenish medium-term working capital and green expenditures |
Pursuant to the terms and conditions set forth under the Agreement |
| Patent authorization |
Multinational Enterprise B | 2019.01.01 - 2028.12.31 |
LCD Relevant technology & know-how |
Pursuant to the terms and conditions set forth under theAgreement |
| Patent authorization |
Multinational Enterprise C | 2019.02.28 - Patent term |
LCD Relevant technology & know-how |
Pursuant to the terms and conditions set forth under theAgreement |
| Patent authorization |
Multinational Enterprise D | 2020.01.01 - 2024.12.31 |
LCD Relevant technology & know-how |
Pursuant to the terms and conditions set forth under theAgreement |
| Cross-licensing | Multinational Enterprise E | 2021.01.01 - 2030.12.31 |
IPS Relevant patents | Pursuant to the terms and conditions set forth under theAgreement |
| Patent authorization |
Multinational Enterprise F | 2022.05.03 - Patent term |
Display of the relevant cross-patent licensing within theregions |
Pursuant to the terms and conditions set forth under theAgreement |
| Cross-licensing | Multinational Enterprise G | 2022.10.01 – Patent term |
LCD Relevant technology & know-how |
Pursuant to the terms and conditions set forth under theAgreement |
| Patent authorization |
Multinational Enterprise H | 2023.04.03 - Patent term |
Display of the relevant cross-patent licensing within the regions |
Pursuant to the terms and conditions set forth under the Agreement |
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| Contract nature | Counterparty | Contract start and end dates |
Major Contents | Restrictions |
|---|---|---|---|---|
| Cross-licensing | Multinational Enterprise I | 2022.07.02 - 2037.07.02 |
Display of the relevant cross-patent licensing within theregions |
Pursuant to the terms and conditions set forth under theAgreement |
| Patent authorization |
Multinational Enterprise J | 2023.09.04 - Patent term |
Display of the relevant cross-patent licensing within the regions |
Pursuant to the terms and conditions set forth under the Agreement |
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V. Review of Financial Conditions, Operating Results, and Risk Management
5.1 Analysis of Financial Positions
Unit: NT$ thousand
| Fiscal Year Items |
2023 | 2024 | Difference Amount |
Percentage (%) | Note |
|---|---|---|---|---|---|
| Current assets | 133,650,139 | 153,420,052 |
19,769,913 |
14.79 |
- |
| Property, Plant and Equipment | 149,253,011 | 127,395,236 |
(21,857,775) |
(14.64) |
- |
| Intangible assets | 17,542,372 | 17,635,268 |
92,896 |
0.53 |
- |
| Other non-current assets | 57,084,920 | 59,637,450 |
2,552,530 |
4.47 |
- |
| Total assets | 357,530,442 | 358,088,006 |
557,564 |
0.16 |
- |
| Current liabilities | 87,558,750 | 97,282,921 |
9,724,171 |
11.11 |
- |
| Other non-current liabilities | 41,086,431 | 27,264,526 |
(13,821,905) |
(33.64) |
1 |
| Total liabilities | 128,645,181 | 124,547,447 |
(4,097,734) |
(3.19) |
- |
| Capital stock | 90,786,334 | 79,891,974 |
(10,894,360) |
(12.00) |
- |
| Capital surplus | 103,468,658 | 105,919,710 |
2,451,052 |
2.37 |
- |
| Retained earnings | 41,131,043 | 49,425,254 |
8,294,211 |
20.17 |
2 |
| Other equity | (7,198,699) | (3,408,678) |
3,790,021 |
(52.65) |
3 |
| Treasury shares | (62,467) | (56,914) |
5,553 |
(8.89) |
- |
| Non-controlling equity | 760,392 | 1,769,213 |
1,008,821 |
132.67 |
4 |
| Total equity | 228,885,261 | 233,540,559 |
4,655,298 |
2.03 |
- |
Note: Analysis will be conducted only for major changes, namely, the change in financial ratios reaches 20% and the amount exceeds NT$ 30,000,000.
Analysis of changes in financial ratios:
1.Mainly due to the decrease in long-term borrowings this year.
2.Mainly due to the increase in current net income this year.
3.Mainly due to the increase in financial statements translation differences of foreign operations this year.
4.Mainly due to the decrease in the shareholding in subsidiaries this year.
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5.2 Analysis of Financial Performance
Unit: NT$ thousand
| Fiscal Year Items |
2023 | 2024 | Difference Amount |
Percentage (%) |
Note |
|---|---|---|---|---|---|
| Operatingrevenue | 211,740,557 | 216,509,919 | 4,769,362 |
2.25 |
- |
| Operatingcosts | 208,631,513 | 202,336,942 | (6,294,571) | (3.02) | - |
| Grossprofit(loss) | 3,109,044 | 14,172,977 |
11,063,933 |
355.86 |
1 |
| Operatingexpenses | 21,817,978 | 22,091,898 |
273,920 |
1.26 |
- |
| Operatingincome(loss) | (18,708,934) | (7,918,921) | 10,790,013 | (57.67) |
2 |
| Non-operatingincome(loss)and expenses | 2,345,803 | 16,147,385 |
13,801,582 |
588.35 |
3 |
| Profit(loss)before income tax | (16,363,131) | 8,228,464 | 24,591,595 |
(150.29) |
4 |
| Income tax expense | 2,235,599 | 1,501,132 |
(734,467) |
(32.85) | 5 |
| Net income(loss) | (18,598,730) | 6,727,332 | 25,326,062 |
(136.17) |
6 |
| Other comprehensive income(loss)(net of income tax) | (1,632,336) | 5,586,510 | 7,218,846 |
(442.24) |
7 |
| Total comprehensive income(loss)for theperiod | (20,231,066) | 12,313,842 | 32,544,908 |
(160.87) |
8 |
Note: Analysis will be conducted only for major changes, namely, the change in financial ratios reaches 20% and the amount exceeds NT$ 30,000,000.
Analysis of changes in financial ratios:
1.Mainly due to the fact that the fluctuation of the display industry, changes of the market demand and price, resulting in an increase in gross profit.
2.Mainly due to the increase in gross profit.
3.Mainly due to the increase in the benefits of the disposal of partnership to be sold and disposed.
4.Mainly due to the increase in non-operating income.
5.Mainly due to temporary differences estimated according to the International Accounting Standards (IAS). 6.Mainly due to increase in income before tax.
7.Mainly due to the increase in financial statements translation differences of foreign operations.
8.Mainly caused by increase of net income this year.
5.3 Analysis of Cash Flow
5.3.1 Cash flow changes for the most recent fiscal year
Unit: NT$ thousand
| Unit: NT$thousand | ||
|---|---|---|
| Fiscal Year | 224 | Analysis Net cash inflow mainly due to depreciation and proper control of working capital The net cash inflow is mainly due to the disposal of partnership to be sold and disposed and financial assets. Mainly due to the refund of cash from capital reduction and the repayment of long-term loans. |
| Items | 0 | |
| Cash inflow from operating activities | 17,533,386 | |
| Cash outflow from investing activities | 3,250,746 | |
| Cash outflow from financing activities | (17,475,566) |
5.3.2 Cash Flow Analysis for the Coming Year
Unit: NT$ thousand
| Unit: NT$thousand | Unit: NT$thousand | ||||
|---|---|---|---|---|---|
| Estimated Cash and Cash Equivalents, Beginning of Year(1) |
Estimated Net Cash Flow from Operating Activities (2) |
Estimated Cash Outflow (3) |
Cash Surplus (Deficit) (1)+(2)-(3) |
Leverage of Cash Surplus (Deficit) |
|
| Investment Plan |
Financing Plan |
||||
| 55,288,631 | 28,450,000 |
29,339,000 |
54,399,631 |
- |
- |
| Analysis of cash flow changes for 2025: Operating activities: The net cash inflow was due to the Company continuously optimize product portfolio and adjust cost structure. Investing activities: The net cash outflow was mainly due to the continuing investment in new technology. Financing activities: The net cash outflow was mainly due to repayment of bank loans. Leverage of Cash Surplus(Deficit): None. |
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5.4 Effect upon Financial Operations of Major Capital Expenditures
The Company’s capital expenditures for 2024 mainly focused on new technology manufacturing process (Micro-LED/Mini-LED, etc.), solar power generation systems/net-zero carbon reduction/energy storage systems, PLP manufacturing process, profile/curvature manufacturing process equipment, wide viewing angle technology, and large-sized high yield/efficiency/production capacity improvement, and the actual capital expenditure was approximately NT$16,055,103 thousand. It will help the Company’s revenue growth and profit improvement in 2025.
5.5 Reinvestment Policy and its Main Reasons for Profits/Losses, Plans for Improving Reinvestment Profitability and the Investment Plans for the Coming Year
In terms of outward investment, the Company focused on the up- and down-streams of TFT-LCD industries to assure effective vertical integration as the final objectives. Given the great fluctuation of display industry and the mature development of the industrial chains, the Company held a policy of being increasingly conservative. Other than the efforts we try to refrain from investing toward the businesses irrelevant to the Company’s principal business, the Company disposed non-core investment and investment insignificant in strategies. The Company will cooperate with the group's overall investment plan and make the most appropriate use of resources in the future.
In the consolidated financial report of the Company in 2024, the investment gain recognized in equity method came to NT$ 31,807 thousand, which was mainly due to the stable demand in the LCD display industry and profit contribution from special application areas of panels.Overall, the performance with the Company’s outward reinvestments have been well up to our expectation and have been continually integrated with our business development.
5.6 Analysis of Risk Management
5.6.1 The effect upon the company's profits (losses) of interest and exchange rate fluctuations and changes in
the inflation rate, and response measures to be taken in the future.
- Change in interest rate
In order to avoid fluctuations caused by changes in interest rates, the Company continues to pay attention to changes in interest rate trends, and the principles of capital allocation are primarily conservative, stable and liquidity to ensure the safety of principal and liquidity.
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Change in Foreign exchange rates
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(1) To prevent a potential disadvantage to the foreign currencies in input, output, investment and financing activities to the Company’s assets, liabilities values, operating results due to fluctuation in exchange rates, the Company, in due time, would undertake forward foreign exchange to evade potential risks in fluctuation in exchange rates.
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(2) The Company evades exchange rate risks by obtaining financial products with a simple structure and liquidity. The trading party are mainly financial institutions.
-
(3) In the Company, majority the operating revenues came from US Dollars and other foreign currencies. For capital expenditures and manufacturing costs, the primary demand for foreign currencies came from US Dollars and Japanese yen. Any unfavorable significant change in exchange rate would lead to a passive impact upon the financial profit and/or loss.
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Inflation or deflation
In 2024, the price of international raw materials was strong in the first half, and first fell and then rose repeatedly in the second half. Overall, the annual growth rates of Taiwan’s CPI and the core CPI gradually slowed down. Looking into 2025, the uncertainty of global inflation situation is gradually increasing under the influence of geopolitical situation. To prevent potential impact on the negative aspects from price
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fluctuations, the Company has continued to control the costs and enhance its competitive edge, and would be watchful the change in the supply and demand in the market, to flexibly adjust products and focus on operating in niche market areas.
-
5.6.2 The Company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future.
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The Company had not engaged in highly risky and high financial leverage investment. Exactly as required by the Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan and the laws and ordinances concerned, we have set up wholesome financial and operating grounds in the managerial regulations and operating procedures, including “Policies and Procedures for Financial Derivatives Transactions”, “Procedures for Loaning of Funds to Others”, “Procedures for Acquisition or Disposal of Assets” and “Procedures for Endorsement & Guarantee”.
-
In an attempt to control potential risks in finance, we hold a very wholesome and conservative principle in derivative financial instruments to primarily evade the potential risks of the exchange rates in the substantial positions incurred by input, output and financing activities. In the days and years ahead, we shall stick to such same principle to coordinate with the trends of exchange rates and interest rates as well as the Company’s business operation, we shall adjust the financial risk management in real time in accordance with laws and ordinances concerned, internal managerial rule and operating procedures.
5.6.3 Future Research & Development Work and Expenditures
In addition to continuing to develop in the field of display applications, the Company’s future technology development will also focus on high-margin and high-value business applications. Mainly including wide viewing angle TFT LCD display technology to improve the contrast and color of TFT LCD large viewing angle; high transmittance to improve the optical utilization of display; Mega Zone, Mini-LED technology to improve the color saturation, brightness and contrast; TFT LCD module technology with thin and narrow frame/frameless for display panel; continuous improvement with high resolution, high brightness, wide temperature and low energy consumption technology; endeavor to develop high-end technologies such as Privacy and Mirco-LED to continuously lead TFT-LCD in new field applications; increase production capacity through simultaneous construction of intelligent logistics, automatic inspection and production automation; focus on the development of new products and new technologies (PLP manufacturing process/AR/VR/Sensor/Antenna) in addition to the field of display applications and production; set solar power generation systems/net-zero carbon reduction/energy storage systems to achieve development with net-zero carbon reduction. The Company’s research and development expenditure in 2024 is NT$12,406,513 thousand. In 2025, the Company expects to invest another R&D fee of NT$ 14 billion. However, it will adjust according to the global market conditions and actual operating conditions, and continue to maintain its leading edge in technological development.
5.6.4 Effects of and Response to Changes in Policies and Legal Environment at Home and Abroad Relating to Financial Operations
The European Union trialed the Carbon Border Adjustment Mechanism (CBAM) from October 2023 and specified the transitional period for the implementation of CBAM from October 2023 to December 2025. During the transitional period, there is no need to purchase CBAM certificates. However, if specific goods that meet the control conditions (such as steel, screw and nut parts, cement, aluminum, fertilizers, electricity, and hydrogen.) are intended to be imported into the EU, the direct and indirect emissions embedded in the goods must be declared. The formal period begins on January 1, 2026. If specific goods that meet the control conditions mentioned above are intended to be imported into the EU, CBAM certificates should also be purchased, in addition that the direct and indirect emissions embedded in the goods must be declared. As of the printed date of the annual report, the Company’s products have not yet fallen within the scope of control mentioned above.
In order to keep in line with the international green trend, our Climate Change Response Act (formerly known as the Greenhouse Gas Reduction and Management Act) was amended and came into effect in February
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The country’s long-term greenhouse gas emission reduction target is to achieve net-zero greenhouse gas emissions by 2050. The Ministry of Environment announced the carbon fee collection methods, designated greenhouse gas reduction targets for carbon fee collection objects, management methods for autonomous reduction plans, and carbon fee collection rates on August 29, 2024 and October 21, 2024, respectively, to regulate specific control objects with annual greenhouse gas emissions of 25,000 metric tons of carbon dioxide equivalent. The carbon fee trial declaration was conducted in May 2025. In May, 2026, carbon fees will be paid based on the emissions and applicable rates in 2025.
Based on this, the Company has organized a carbon risk committee to respond, which consists of eight groups: Design Group, Purchase Group, Production Group, Sales Group, Legal Affair Group, Waste Group, Promotion Group and Periphery Group. It is responsible for greenhouse gas inventory and collection and implementation of plans, and continues to pay attention to important domestic and foreign policies and regulatory developments. Based on the Company’s overall green energy strategy, it will strive for preferential rates, and propose the autonomous reduction plan or reduce the quota to deduct emissions, and so forth, implementing the most appropriate response plan to mitigate the impact of this amendment on the Company’s operations.
As of the Annual Report’s publication date, there has been no adversely impact on financial or business due to any policy and Act changed.
5.6.5 Effects of and Response to Changes in Science and Technology (including Cyber Security Risks) and the Industry Relating to Financial Operations
1. Technology Change
The TFT-LCD industry is challenged by the constantly upgraded know-how and new products while the mainstream products are being replaced by new generation at a quickening pace. Should we fail to deal with the impact incurred by the change in science and technology that would be an impact upon the business and financial standing on the seamy sides. Since the Company first came into being, we have spared no effort to accumulate the technical capability of TFT-LCD displays to deal with the impact incurred by the change in science and technology. Other than investment in high level research & development toward high display quality, high solution, broad vision angles, high open rates, quick response, thin and light designs, narrow frames, ultra energy conservation, flexible display and such technology & know-how, we have, as well, tried to develop low temperature LTPS, Oxide, Mini LED, and organic lighting display OLED and such technology & know-how to assure firm competitive edge and effective growth in the Company’s business and financial standing.
2. Industry Change
TFT-LCD features high economic cycle and drastic fluctuation. Any sort of economic trend drops, competitor dynamics, and changes in end-user demand all might lead to a shock to the Company’s business operation on the seamy side. Here at the Company, all our teammates would be closely watchful of fluctuation that might hit the Company into passive aspect and work out sound countermeasures beforehand. In terms of financial operation, we adopt sound and stable financial operation to deal with potential fluctuation in the businesses.
3. The Control Measure and Response to the Cyber Security Risk
Digital transformation starts with information security. In response to the wave of digital transformation, the Company has accelerated the transformation of IT application services and started to implement the SECPAAS information security maturity assessment by ITRI in 2020 to enhance the energy and overall maturity of information security in different aspects to prevent and reduce the impact of information security incidents; the information security maturity rating improved from Level B to Level A. Furthermore, the Company is listed as the benchmark enterprise for the current rating. At the same time, we continue to invest in information security insurance, regularly perform information security risk assessments, formulate an information security development strategy blueprint based on the severity of the risk impact, and adopt the Plan-Do-Check-Act (PDCA) method to gradually enhance the information security defense structure.
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5.6.6 The Impact of Changes in Corporate Image on Crisis Management, and Corresponding Measures
Faithful law compliance, focus on employees’ and shareholders’ equity represents the very bounden duties to the Company’s management. In case of a contingency, the Company’s ranking department head would serve as the emergency convener to immediately set up the Crisis Task Force to defuse the crisis forthwith. As of the Annual Report’s publication date, there has been no event that adversely impacts Innolux’s corporate image and impacts on corporate risk management.
5.6.7 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans
At the moment, the Company has no plan to launch a merger with another enterprise. Toward potential strategic investment or vertical integration, and the cost benefit and the potential risk so arising, the Company’s management would conduct appropriate evaluation and evasion as appropriate.
5.6.8 Expected Benefits from, Risks Relating to and Response to Plant Expansion Plans
We all have those related technical groups to perform the professional feasibility assessment for expansion and build out of new generation factory.
5.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration
There is no risk associated with excessive customer concentration, due to the plenty production line and the main customers are international brand manufacturers. Innolux’s usually have two or more suppliers for main material. Therefore, there is no risk associated with excessive concentration of purchasing. We will keep developing new products and new customers in the future and seeking for the better quality and the lower cost of purchase sources to reduce the risk of excessive customer concentration or excessive purchasing concentration.
5.6.10 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by
Directors or Shareholders with Shareholdings of over 10%
As of the printed date of the annual report, there has been no large share transfers or changes in shareholdings by directors or shareholders with shareholdings of over 10%.
5.6.11 Effects of, Risks Relating to and Response to Changes in Management Rights
As of the printed date of the annual report, there has been no changes in management rights of directors or shareholders with shareholdings of over 10%.
5.6.12 Litigation or Non-litigation Matters
-
The lawsuits, non-contentious cases, administrative litigation that are decided by the court or still in proceeding in the most recent years until this report was issued:
-
(1) Bishop Display Tech LLC (Bishop) filed a lawsuit against the Company with the United States District Court for the Eastern District of Texas on October 3, 2022, alleging infringement of its US patent. The Company received the service of a complaint on October 28, 2022 and subsequently filed an answer to the complaint on January 26, 2023. The two parties have reached a settlement in September 2023. As the patent litigation against the Company had been revoked on October 18, 2023, it has no impact on the Company ’ s operations and financial position.
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(2) Polaris PowerLED Technologies, LLC (Polaris) filed a lawsuit against the Company and the Company ’ s American subsidiary with the United States District Court for the Central District of California on May 8, 2023, alleging infringement of its US patent. The Company received the service of a complaint on May 22, 2023 and subsequently filed an answer to the complaint on July 24, 2023. Currently, the lawsuit has no impact on the Company ’ s operations and financial position.
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(3) Phenix Longhorn, LLC (Phenix) filed a lawsuit against the Company with the United States District Court for the Eastern District of Texas on October 10, 2023, alleging that our company infringed on its U.S. patent. On June 7, 2024, the Company decided not to contest the service of process, and the lawsuit has entered the substantive litigation process. Currently, the lawsuit has no impact on the Company ’ s operations and financial position.
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List litigious, non-litigious or administrative disputes that: (1) involve any company director, the president, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappealable judgment in the most recent year and as of the publication date of the annual report, or are still under litigation. Where such a dispute could materially affect shareholders’ equity or the prices of the company’s securities: None.
5.6.13 Other Important Risks, and Mitigation Measures: None.
5.7 Other Important Matters: None.
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VI. Special Disclosures
6.1 Summary of Affiliated Companies
Please go to the MOPS (https://mops.twse.com.tw) and click on "Single Company" under "Electronic Document Download" and then "Three Forms and Documents of Related Enterprises" to search.
6.2 Private Placement Securities in the Most Recent Years: None.
6.3 Other Matters Required Additional Description: None.
VII.Materially might affect shareholders' equity or the price of the Company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, such situations shall be listed one by one: None.
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